Exhibit 4(a)(5)

                              TRIPARTITE AGREEMENT

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, (the "Agreement") dated as
of August 14, 1998, among TEXFI INDUSTRIES, INC. (the "Company"), FIRST UNION
NATIONAL BANK, FORMERLY KNOWN AS FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
("Resigning Trustee") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION a
national banking association with its principal office in Minneapolis, Minnesota
("Successor Trustee").

FIRST: The Company and the Resigning Trustee have entered into an Indenture
dated as of September 8, 1993, as supplemented by the First Supplemental
Indenture dated as of March 10, 1995 and by the Second Supplemental Indenture
dated as of March 15, 1996 (collectively, the "Indenture") related to the
issuance of $34,500,000 in initial principal amount of the Company's 8 3/4%
Senior Subordinated Debentures due August 1, 1999;

SECOND: Section 7.08 of the Indenture provides that the Resigning Trustee may at
any time resign and be discharged of the trusts created by the Indenture by
giving written notice thereof to the Company;

THIRD: Section 7.08 of the Indenture further provides that if the trustee shall
resign, the Company shall promptly appoint a Successor Trustee;

FOURTH: The Resigning Trustee desires to resign and the Company desires to
appoint the Successor Trustee as Trustee, Paying Agent, Registrar and Agent for
Service of Notices to succeed the Resigning Trustee in these capacities under
the Indenture;

FIFTH: The Successor Trustee is willing to accept the appointment as Trustee,
Paying Agent, Registrar, and Agent for Service of Notices subject to certain
terms and conditions;

NOW, THEREFORE, in consideration of the covenants herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. ACCEPTANCE OF RESIGNATION OF RESIGNING TRUSTEE; APPOINTMENT OF SUCCESSOR
TRUSTEE. The Company accepts the resignation of the Resigning Trustee as
Trustee, Paying Agent Registrar, and Agent for Service of Notices and, pursuant
to the authority vested in it by Section 7.08 of the Indenture, the Company
hereby appoints the Successor Trustee as Successor Trustee, Paying Agent,
Registrar and Agent for Service of Notices under the Indenture with all of the
rights, powers and duties heretofore vested in the Resigning Trustee under the
Indenture, such appointment to become effective at the close of business on
August 14, 1998 (the "Effective Date").

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2. COMPANY REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to the Successor Trustee that:

      a. It is duly organized and validly existing;

      b. It has not entered into any amendment or supplement to the Indenture,
      other than the First and Second Supplemental Indentures identified above,
      and therefore the Indenture is in full force and effect;

      c. It has performed and fulfilled each covenant and condition on its part
      to be performed or fulfilled under the documents executed in connection
      with the Indenture (the "Documents");

      d. The execution and delivery of this Agreement and the consummation of
      the transactions contemplated hereby do not and will not conflict with, or
      result in a breach of, any of the terms or provisions of, or constitute a
      default under, any contract, agreement, indenture or other instrument
      (including, without limitation, its certificate of incorporation and
      by-laws) to which it is a party or by which it or its property is bound,
      or any judgment, decree or order of any court or governmental agency or
      regulatory body or law, rule or regulation applicable to it or its
      property; and

      e. The Company represents and warrants to the Successor Trustee that the
      securities were validly issued.

3. RESIGNING TRUSTEE REPRESENTATIONS AND WARRANTIES. The Resigning Trustee
hereby represents and warrants to the Successor Trustee that:

      a. No covenant or condition contained in the Indenture has been waived by
      the Resigning Trustee or to the best of the knowledge of the Resigning
      Trustee by the securityholders of the percentage in aggregate principal
      amount of the securities required by the Indenture to effect any such
      waiver;

      b. There is no action, suit or proceeding pending or, to the best of the
      knowledge of the Resigning Trustee threatened, against the Resigning
      Trustee before any court or governmental authority arising out of any
      action or omission by the Resigning Trustee as Trustee under the
      Indenture;

      c. It has made, or promptly will make, available to the Successor Trustee
      originals, if available, or copies in its possession, of all Documents
      relating to the trusts created by the Indenture (the "Trusts") and all
      information in the possession of its corporate trust administration
      department relating to the administration and

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      status of the Trusts and will furnish to the Successor Trustee such
      Documents or information on or before the Effective Date;

      d. To the best of its knowledge, it has lawfully discharged its duties as
      Trustee, Paying Agent, Registrar and Agent for Service of Notices under
      the Indenture;

      e. The Indenture has not been amended or modified and is in full force and
      effect except as noted;

      f. It agrees to pay or indemnify the Successor Trustee and save the
      Successor Trustee harmless from and against any and all costs, claims,
      liabilities, losses or damages whatsoever (including the reasonable fees,
      expenses and disbursements of the Successor Trustee counsel and other
      advisors) that the Successor Trustee might suffer or incur as a result of
      the Successor Trustee accepting appointment and acting as Successor
      Trustee under the Indenture arising out of actual, alleged or adjudicated
      actions or omissions of the Resigning Trustee. The Resigning Trustee will
      furnish to the Successor Trustee, promptly after receipt, all papers with
      respect to any action the outcome of which would make the indemnity
      provided for in this paragraph operative. The Resigning Trustee will have
      the right to elect to provide its own defense in any such action; and

      g. The Resigning Trustee certifies $34,391,000 in principal amount on the
      Senior Subordinated Debentures is outstanding and interest has been paid
      through February 1, 1998.

4.    SUCCESSOR TRUSTEE REPRESENTATION AND WARRANTY. The Successor Trustee
      represents and warrants to the Resigning Trustee and the Company that:

      a. it is eligible to serve as Trustee, Paying Agent, Registrar and Agent
      for Service of Notices under the Indenture and the Trust Indenture Act of
      1939, as amended (the "Act") and under the Rules of the New York Stock
      Exchange;

      b. it will maintain at all times an office south of Chambers Street in the
      Borough of Manhattan, City of New York.

5. ACCEPTANCE BY SUCCESSOR TRUSTEE. The Successor Trustee hereby accepts,
effective at the close of business on the Effective Date, its appointment as
Successor Trustee, Paying Agent, Registrar and Agent for Service of Notices and
assumes all rights, powers and duties of the Trustee under the Indenture. The
Successor Trustee will perform said rights, powers and duties upon the terms and
conditions set forth in the Indenture.

6. ASSIGNMENT ETC. BY RESIGNING TRUSTEE. Effective at the close of business on
the Effective Date, the Resigning Trustee hereby confirms, assigns, transfers,
delivers and

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conveys to the Successor Trustee, as Successor Trustee, Paying Agent, Registrar
and Agent for Service of Notices under the Indenture, upon the Trusts expressed
in the Indenture, all rights, powers and trusts, which the Resigning Trustee, as
Trustee, Paying Agent, Registrar and Agent for Service of Notices now holds
under and by virtue of the Indenture, and effective as of such date does hereby
pay over to the Successor Trustee under the Indenture, any and all property and
moneys held by the Resigning Trustee under and by virtue of the Indenture,
subject nevertheless to the lien provided by Section 7.07 of the Indenture.

7. ADDITIONAL DOCUMENTATION. The Company and the Resigning Trustee, for the
purposes of more fully and certainly vesting in and confirming to the Successor
Trustee, as Successor Trustee, Paying Agent, Registrar and Agent for Service of
Notices under the Indenture, said rights, powers and trusts, agrees, upon
reasonable request of the Successor Trustee, to execute, acknowledge and deliver
such further instruments of conveyance and further assurance and to do such
other things as may reasonably be required for more fully and certainly vesting
and confirming to the Successor Trustee all rights, powers and trusts which the
Resigning Trustee now holds under and by virtue of the Indenture.

8. CAPITALIZED TERMS. All capitalized terms in this Agreement shall have the
meanings ascribed to them in the Indenture unless this Agreement specifically
provides otherwise.

9. CHOICE OF LAWS/VENUE. This Agreement shall be governed by North Carolina law.
The Company, the Resigning Trustee and the Successor Trustee consent to the
personal jurisdiction of the state and federal courts located in the State of
North Carolina in connection with any controversy related to this Agreement and
waive any argument that venue in such forums is not convenient.

10. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, shall be an original, but all
counterparts shall constitute but one and the same agreement.

11. SURVIVAL OF COMPANY'S OBLIGATIONS TO RESIGNING TRUSTEE. Nothing contained in
this Agreement shall in any way affect the obligations of the Company to the
Resigning Trustee under the Indenture or any lien created thereunder.


                   THE REMAINDER OF THIS PAGE IS PURPOSEFULLY LEFT BLANK

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12. NOTICES. All notices, whether faxed or mailed will be deemed received when
sent pursuant to the following instructions:

TO FIRST UNION NATIONAL BANK:

Rita Peterman
Assistant Vice President
Default Administration
Corporate Trust Group
First Union National Bank
NC 1179
230 South Tryon Street, Ninth Floor
Charlotte, NC  28288-1179
FAX:  (704) 374-6682
TELEPHONE:  (704) 374-2048


TO NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION:

Gavin Wilkinson
Vice President
Corporate Trust Services
Norwest Bank Minnesota, National Association
Sixth and Marquette
Minneapolis, MN  55479-0069
FAX:  (612) 667-9825
TELEPHONE:  (612) 667-2387


TO TEXFI INDUSTRIES, INC.:

Robert P. Ambrosini
Executive Vice President and Chief Financial Officer
Texfi Industries, Inc.
1430 Broadway
New York, NY  10018
FAX: (212) 930-7208
TELEPHONE:  (212) 930-7200


IN WITNESSETH WHEREOF, Texfi Industries, Inc., First Union National Bank and
Norwest Bank Minnesota, National Association have executed this Agreement as of
the dates set forth below.

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TEXFI INDUSTRIES, INC.


By /s/ Robert P. Ambrosini
   ------------------------

   Its:  EVP and CEO          Date: 8/13/98
        -------------------        ---------

FIRST UNION NATIONAL BANK


By /s/ Rita E. Peterman
   ------------------------

   Its:  Asst. Vice President    Date: 8/13/98
        ---------------------         ---------

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION


By /s/ Gavin Wilkinson
   ------------------------

   Its:  Vice President       Date: 8/14/98
        -------------------        ---------

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