FOURTH AMENDMENT                     Exhibit 4.1
                             TO REVOLVING CREDIT AND
                               GUARANTY AGREEMENT


                  FOURTH AMENDMENT, dated as of April16, 2003 (the "Amendment"),
to the REVOLVING CREDIT AND GUARANTY  AGREEMENT,  dated as of November 15, 2001,
among BURLINGTON  INDUSTRIES,  INC., a Delaware corporation (the "Borrower"),  a
debtor and  debtor-in-possession  under Chapter 11 of the  Bankruptcy  Code, the
Guarantors  named  therein (the  "Guarantors"),  each of which  Guarantors  is a
debtor  and  debtor-in-possession  in a case  pending  under  Chapter  11 of the
Bankruptcy Code, JPMORGAN CHASE BANK, a New York banking corporation  ("JPMorgan
Chase"),  each of the other financial  institutions party thereto (together with
JPMorgan Chase, the "Banks") and JPMORGAN CHASE BANK, as Agent for the Banks (in
such capacity, the "Agent"):

                              W I T N E S S E T H:

                  WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
are parties to that certain Revolving Credit and Guaranty Agreement, dated as of
November  15,  2001,  as amended by that  certain  First  Amendment to Revolving
Credit and  Guaranty  Agreement,  dated as of December  20,  2001,  that certain
Second Amendment to Revolving Credit and Guaranty  Agreement,  dated as of March
13, 2002 and that  certain  Third  Amendment  to  Revolving  Credit and Guaranty
Agreement,  dated as of September 24, 2002 (as the same may be further  amended,
modified or supplemented from time to time, the "Credit Agreement"); and

                  WHEREAS, the Borrower has requested that certain provisions of
the Credit Agreement be amended, as set forth herein.

                  NOW, THEREFORE, it is agreed:

1. As used herein all terms that are defined in the Credit  Agreement shall have
the same meanings herein.

2. Section  1.01 of the Credit  Agreement  is hereby  amended by  inserting  the
following definitions in appropriate alphabetical order:

                  "Adequate  Protection  Order"  shall mean that  certain  Order
                  Approving Adequate Protection dated April __, 2003.

                  "Hedge  Agreements"  shall  mean  those  certain  pre-petition
                  interest  rate  protection  and  foreign  exchange  agreements
                  between the Borrower and BofA.

                  "BofA"  shall mean Bank of America,  N.A.,  in its capacity as
                  the Borrower's counterparty under the Hedge Agreements.

3. Section 6.01 of the Credit  Agreement is hereby  amended by: (i) deleting the
word "and"  immediately  preceding  clause (vi) thereof and inserting a comma in
lieu thereof, and (ii) inserting at the end thereof the clause:

                   "and  (vii)  Liens in favor  of BofA as  adequate  protection
                   granted  pursuant to the  Adequate  Protection  Order,  which
                   Liens are junior to the Liens contemplated hereby in favor of
                   the  Agent  and the  Banks  and pari  passu  with  the  Liens
                   permitted by clause (ii) of this  Section,  provided that the
                   Adequate  Protection  Order  provides  that BofA shall not be
                   permitted  to take any action to  foreclose  with  respect to
                   such  junior  Liens  so  long  as any  amounts  shall  remain
                   outstanding hereunder or any Commitment shall be in effect."

4. Section 7.01(m) of the Credit  Agreement is hereby amended in its entirety to
read as follows:

                  "(m) except as permitted by the Orders or as otherwise  agreed
                  to by the Agent, the Borrower or the Guarantors shall make any
                  Pre-Petition   Payment   other  than   Pre-Petition   Payments
                  authorized  by the  Bankruptcy  Court (s) in  accordance  with
                  other "first day" orders reasonably satisfactory to the Agent,
                  (t) not in excess of $8,000,000 in respect of certain critical
                  vendors and service  providers  (and other matters  reasonably
                  acceptable to the Agent and approved by the Bankruptcy Court),
                  (u) in connection  with the assumption of executory  contracts
                  and unexpired  leases,  (v) in respect of accrued  payroll and
                  related expenses and employee  benefits as of the Filing Date,
                  (w) (A) in  connection  with asset sales  permitted by Section
                  6.11(vi)  with a portion  of the Net  Proceeds  thereof  to be
                  applied in accordance  with that certain Order Approving Third
                  Amendment to Revolving  Credit and  Guaranty  Agreement  dated
                  September  24,  2002 (the  "Third  Amendment  Order")  and (B)
                  additional  adequate  protection payments made to the Existing
                  Lenders in an aggregate amount not in excess of $33,700,000 in
                  accordance  with the Third  Amendment  Order,  (x)  additional
                  adequate  protection  payments made to the Existing Lenders in
                  an aggregate amount not in excess of $50,000,000 in accordance
                  with the Adequate  Protection  Order, (y) adequate  protection
                  payments  made to BofA in the form of  quarterly  payments  of
                  current post-petition  interest on the Borrower's  obligations
                  under the  Hedging  Agreements  at a rate of three month LIBOR
                  plus 3.25% (with LIBOR being reset on the first  business  day
                  of each month),  effective as of the termination  date of each
                  of the Hedging Agreements,  and (z) payments,  in an aggregate
                  amount  not  to  exceed  $5,000,000,  in  respect  of  certain
                  settlements  of  pre-petition   claims  asserted  against  the
                  Borrower or the Guarantors  which  settlements are approved by
                  the Bankruptcy Court."

5. This Amendment shall not become  effective (the  "Effective  Date") until the
date on which (i) this Amendment  shall have been executed by the Borrower,  the
Guarantors and the Required  Banks,  and the Agent shall have received  evidence
satisfactory  to it of such  execution,  (ii) the  Bankruptcy  Court  shall have
entered the Adequate  Protection Order, and the Adequate  Protection Order shall
be  satisfactory  in form and  substance  to the Agent and (iii) the Agent shall
have notified the Borrower in writing that the Effective Date has occurred.

6. Except to the extent  hereby  amended,  the Credit  Agreement and each of the
Loan  Documents  remain in full force and effect  and are  hereby  ratified  and
affirmed.

7. The Borrower  agrees that its  obligations  set forth in Section 10.05 of the
Credit Agreement shall extend to the preparation, execution and delivery of this
Amendment, including the reasonable fees and disbursements of special counsel to
the Agent.

8. This Amendment shall be limited  precisely as written and shall not be deemed
(a) to be a consent  granted  pursuant to, or a waiver or  modification  of, any
other term or condition of the Credit  Agreement  or any of the  instruments  or
agreements referred to therein or (b) to prejudice any right or rights which the
Agent or the Banks  may now have or have in the  future  under or in  connection
with the Credit  Agreement or any of the  instruments or agreements  referred to
therein. Whenever the Credit Agreement is referred to in the Credit Agreement or
any of the  instruments,  agreements  or other  documents or papers  executed or
delivered in connection  therewith,  such reference  shall be deemed to mean the
Credit Agreement as modified by this Amendment.

9. This  Amendment  may be  executed  in any number of  counterparts  and by the
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed and delivered  shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.

10. This Amendment  shall be governed by, and construed in accordance  with, the
laws of the State of New York.

                           [SIGNATURE PAGES TO FOLLOW]



<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the day and the year first written.


                                      BORROWER:

                                      BURLINGTON INDUSTRIES, INC.
                                      By:
                                          -------------------------------------
                                      Title:

                                      GUARANTORS:

                                      B. I. TRANSPORTATION, INC.
                                      BH/M-II INC.
                                      BI PROPERTIES INC.
                                      BI PROPERTIES I INC.
                                      BII MEXICO HOLDINGS I, INC.
                                      BII MEXICO HOLDINGS II, INC.
                                      BII MEXICO LAUNDRY HOLDING CO.
                                      BII MEXICO YARNS HOLDING CO.
                                      BURLINGTON APPAREL SERVICES COMPANY
                                      BURLINGTON FABRICS INC.
                                      BURLINGTON FABRITEX USA, INC.
                                      BURLINGTON INDUSTRIES I, LLC
                                      BURLINGTON INDUSTRIES II, LLC
                                      BURLINGTON INDUSTRIES III, LLC
                                      BURLINGTON INDUSTRIES IV, LLC
                                      BURLINGTON INDUSTRIES V, LLC
                                      BURLINGTON INTERNATIONAL SERVICES COMPANY
                                      BURLINGTON INVESTMENT INC.
                                      BURLINGTON INVESTMENT II INC.
                                      BURLINGTON MILLS CORPORATION
                                      BURLINGTON MILLS, INC.
                                      BURLINGTON WORLDWIDE INC.
                                      BURLINGTON WORSTEDS INC.
                                      DISTRIBUTEX, INC.


                                      By:
                                      Title:

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

<PAGE>



                            JP MORGAN CHASE BANK,
                            Individually and as Agent

                            By:  _______________________________
                                  Name:
                                  Title:




                            TRANSAMERICA BUSINESS
                            CAPITAL CORPORATION

                            By:  _______________________________
                                  Name:
                                  Title:





                            WACHOVIA BANK, NATIONAL ASSOCIATION

                            By:  _______________________________
                                  Name:
                                  Title:





                            SUNTRUST BANK

                            By:  _______________________________
                                  Name:
                                  Title:





                            BANK OF AMERICA, N.A.

                            By:  _______________________________
                                  Name:
                                  Title:





                            WEBSTER BANK

                            By:  _______________________________
                                  Name:
                                  Title:





                            ARK II CLO 2001-1, LIMITED

                            By: Patriarch Partners II, LLC,
                             its Collateral Manager

                            By: ___________________

                                   Name:
                                   Title: Manager





                            THE CIT GROUP/COMMERCIAL SERVICES, INC.

                            By:  _______________________________
                                  Name:
                                  Title:





                            GENERAL ELECTRIC CAPITAL CORPORATION

                            By:  _______________________________
                                  Name:
                                  Title:





                            FOOTHILL CAPITAL CORPORATION

                            By:  _______________________________
                                  Name:
                                  Title:





                            FLEET NATIONAL BANK

                            By:  _______________________________
                                  Name:
                                  Title:





                            ISRAEL DISCOUNT BANK OF NEW YORK

                            By:  _______________________________
                                  Name:
                                  Title:





                            LASALLE BUSINESS CREDIT, INC.

                            By:  _______________________________
                                  Name:
                                  Title:





                            THE BANK OF NEW YORK

                            By:  _______________________________
                                  Name:
                                  Title: