Exhibit 10.26

                  AMENDED AND RESTATED SUBORDINATION AGREEMENT,
                           CONSENT AND ACKNOWLEDGMENT


         AMENDED   AND   RESTATED   SUBORDINATION    AGREEMENT,    CONSENT   AND
ACKNOWLEDGMENT dated as of December 10, 1997, among BURLINGTON INDUSTRIES, INC.,
a Delaware corporation ("BII"),  BURLINGTON FABRICS INC., a Delaware corporation
("BFI"), B.I. TRANSPORTATION,  INC., a Delaware corporation ("BTI"),  BURLINGTON
APPAREL  SERVICES  COMPANY,   a  Delaware   corporation   ("BASC"),   BURLINGTON
INTERNATIONAL  SERVICES COMPANY,  a Delaware  corporation  ("BISC"),  THE BACOVA
GUILD, LTD., a Delaware corporation  ("Bacova");  (BII, BFI, BTI, BASC, BISC and
Bacova are herein  referred to collectively  as the  "Sellers"),  B.I.  FUNDING,
INC., a Delaware corporation (the "Company"),  and WACHOVIA BANK, N.A., as agent
(in such capacity,  the "Agent") under the Loan Agreement (as such term, as well
as all other  capitalized  terms,  are  defined  or  referenced  below),  and as
Collateral Agent.

         Whereas,  the Company,  certain financial  institutions (the "Liquidity
Lenders"), Blue Ridge Asset Funding Corporation,  as the commercial paper lender
(the "Conduit Lender";  and together with the Liquidity Lenders, the "Lenders"),
and Wachovia Bank, N.A., as Agent, have entered into that certain Loan Agreement
dated as of December 10, 1997; and

         Whereas,  this  agreement  shall  supersede  the Amended  and  Restated
Subordination  Agreement,  Consent and  Acknowledgment  dated as of December 18,
1992,  as amended by  Amendment  No. 1 dated as of August  17,  1994,  (the "Old
Subordination Agreement") among BFI, BII, BTI, BASC, the Company and The Bank of
Nova Scotia;

         Accordingly, the parties hereto agree as follows:


                                    ARTICLE I

                            DEFINITIONS; CONSTRUCTION


         1.1. Definitions;  Construction.  (a) Capitalized terms used herein and
not defined or referenced  herein shall have the meanings assigned to such terms
in Annex Z of the Loan Agreement. Unless otherwise defined herein or in Annex Z,
terms used in Article 9 of the UCC are used herein as defined  therein.  For all
purposes  of this  Agreement,  the  following  terms  shall  have the  following
meanings:

         "this  Agreement"  shall mean this Amended and  Restated  Subordination
Agreement,  Consent and  Acknowledgment  as it may from time to time be amended,
supplemented  or otherwise  modified  from time to time in  accordance  with its
terms.


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         "Senior Obligations" shall mean the Obligations (other than Obligations
of the  Company  to any  Seller or to any  Affiliate  of the  Company  or of any
Seller) and the Servicing Fee.

         "Senior  Parties" shall mean the Agent, the Servicer in its capacity as
Servicer, the Collateral Agent and the Lenders.

         "Subordinated Debt" shall mean any obligation payable from time to time
by the  Company  to any  of the  Sellers  under  the  Subordinated  Note  or any
Transaction Document (and any extensions,  renewals,  financing,  refundings and
replacements of all or any part of such  obligations),  other than the Servicing
Fee.

         (b) The  definitions  referred to or set forth in this  Article I shall
apply  equally  to both the  singular  and  plural  forms of the terms  defined.
Whenever the context may require,  any pronoun shall  include the  corresponding
masculine,  feminine  and neuter  forms.  The words  "include",  "includes"  and
"including"  shall be deemed to be followed by the phrase "without  limitation".
All  references  herein to Articles and Sections  shall be deemed  references to
Articles  and  Sections of this  Agreement  unless the context  shall  otherwise
require.  Except  as  otherwise  expressly  provided  herein,  all  terms  of an
accounting or financial nature shall be construed in accordance with GAAP.

                                   ARTICLE II

                                  SUBORDINATION

         2.1.  Subordination.  (a) Each of the  Sellers  hereby  agrees that all
rights of such  Seller to  payments  of  principal  and  interest  and any other
amounts in respect of the Subordinated  Debt are hereby expressly  subordinated,
to the  extent  and in the  manner  set forth in this  Article  II, to the prior
payment in full in cash of all Senior  Obligations in accordance  with the terms
thereof.

         (b) Except as set forth in Article III of the  Facility  Agreement,  no
payment (whether directly or indirectly,  by exercise of any right of set-off or
otherwise) in respect of the Subordinated Debt, including the Subordinated Note,
whether as  principal,  interest or  otherwise,  shall be made by the Company or
received or accepted,  directly or indirectly,  by or on behalf of any Seller or
any of its Affiliates unless and until all amounts (including  interest accruing
after the  commencement  of any  proceeding  under any  bankruptcy,  insolvency,
receivership  or similar law,  regardless of whether  allowed as a claim in such
proceeding),  however  denominated,  payable to the Senior Parties in respect of
the Senior  Obligations have been  indefeasibly paid in full and received by the
Senior Parties in cash and the Liquidity Commitments have terminated.

         2.2. Dissolution or Insolvency.  Upon any distribution of all or any of
the assets of the Company or upon any dissolution,  winding up, total or partial
liquidation,  reorganization,  adjustment,  protection, relief or composition of
the Company or its debts,  whether in  bankruptcy,  insolvency,  reorganization,
arrangement or receivership proceedings or otherwise, or upon any


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assignment  for the benefit of creditors or any other  marshalling of the assets
and liabilities of the Company, or otherwise:

         (a) the Senior  Parties  shall first be entitled to receive  payment in
full in cash of the  Senior  Obligations  in  accordance  with the  terms of the
Senior  Obligations  (whenever  arising)  before any Seller shall be entitled to
receive any payment on account of any Subordinated  Debt,  whether of principal,
interest or otherwise; and

         (b) any payment or distribution of any kind (including cash,  property,
securities and any payment or  distribution  which may be payable or deliverable
by  reason  of the  payment  of any  other  Indebtedness  of the  Company  being
subordinated  to the  payment  of  the  Subordinated  Debt)  in  respect  of the
Subordinated  Debt that otherwise  would be payable or deliverable  upon or with
respect to the Subordinated Debt,  directly or indirectly,  by set-off or in any
other manner, including from or by way of collateral, shall be paid or delivered
by the Person making such payment or delivery  (whether a trustee in bankruptcy,
a receiver,  custodian  or  liquidating  trustee or  otherwise)  directly to the
Collateral Agent on behalf of the Senior Parties for application (in the case of
cash) to or as collateral (in the case of noncash  property or  securities)  for
the payment of, the Senior  Obligations  in  accordance  with Article III of the
Facility Agreement, until the Senior Obligations shall have been paid in full in
cash.

         2.3. Certain  Amortization  Events.  Upon the occurrence and during the
continuance of any Amortization  Event under Section 9.1.7 of the Loan Agreement
arising in respect of the Company:

         (a) the Collateral Agent is hereby irrevocably authorized and empowered
(in its own name or in the name of the Sellers or otherwise),  but shall have no
obligation,   to  demand,   sue  for,  collect  and  receive  every  payment  or
distribution  of any kind  (including  cash,  property  or  securities)  made in
respect of the Subordinated  Debt and in connection with any Amortization  Event
referred to in this  Section  2.3,  and give  acquittance  therefor  and to file
claims and proofs of claim and take such other action  (including  enforcing any
security  interest or other lien securing payment of the  Subordinated  Debt) as
the  Collateral  Agent (on behalf of the Senior  Parties) may deem  necessary or
advisable for the exercise or  enforcement  of any of the rights or interests of
holders  of the  Senior  Parties  hereunder,  provided  that  in the  event  the
Collateral  Agent takes such action,  it shall apply all proceeds in  accordance
with Article III of the Facility Agreement; and

         (b) each  Seller  shall  duly and  promptly  take  such  action  as the
Collateral  Agent (on  behalf of the Senior  Parties)  may  request  (i) to file
appropriate  claims or proofs of claim in respect of the Subordinated Debt, (ii)
to execute and deliver to the Collateral Agent (on behalf of the Senior Parties)
such powers of attorney,  assignments,  or other  instruments  as the Collateral
Agent (on behalf of the  Senior  Parties)  may  request in order to enable it to
enforce any and all claims with respect to, and any security interests and other
liens  securing  payment  of, the  Subordinated  Debt,  and (iii) to collect and
receive any and all payments or distributions which

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may be payable or deliverable upon or with respect to the Subordinated  Debt for
the account of the Collateral Agent (on behalf of the Senior Parties).

         2.4. Certain Payments Held in Trust. All payments or distributions upon
or with respect to the Subordinated  Debt that are received by any Seller or any
of its  Affiliates,  directly or indirectly,  by set-off or in any other manner,
including,  without  limitation,  from or by way of collateral,  contrary to the
provisions of this Agreement,  the Loan Agreement,  the Facility Agreement,  the
Security  Agreement or the Subordinated  Note shall be received in trust for the
benefit of the Senior Parties, shall be segregated from other funds and property
held by each Seller and shall be forthwith paid over to the Collateral  Agent in
the form received  (with any necessary  endorsement or assignment) to be applied
(in the case of cash) to, or held as collateral (in the case of noncash property
or  securities)  for the  payment  of, the Senior  Obligations  until the Senior
Obligations  shall have been paid in full in cash.  In the event that any Seller
fails to make any  endorsement  or assignment  required  hereby,  the Collateral
Agent is hereby irrevocably authorized to make such endorsement or assignment as
such Seller's attorney-in-fact.

         2.5. Subrogation. Each Seller agrees that no payment or distribution to
any Senior Party pursuant to the provisions of this Agreement  shall entitle any
Seller to exercise any rights of subrogation in respect thereof until the Senior
Obligations  shall have been paid in full in cash.  Each Seller  agrees that the
subordination  provisions  contained herein shall not be affected by any action,
or failure to act, by any holder of Senior  Obligations  which  results,  or may
result,  in affecting,  impairing or extinguishing any right of reimbursement or
subrogation or other right or remedy of any Seller.

         2.6. Waiver of Notices,  Etc. Each Seller and the Company hereby waives
promptness, diligence, notice of acceptance and any other notice with respect to
any of the Senior Obligations and the Subordinated Debt and any requirement that
any Senior Party  protect,  secure,  perfect or insure any security  interest or
lien on any  property  subject  thereto or exhaust  any right or take any action
against the Company or any other Person or any Collateral.

         2.7  No  Security.  (a)  Without  the  prior  written  consent  of  the
Collateral  Agent,  the Company will not give to any Person,  and neither any of
the Sellers nor any of their Affiliates will receive or accept,  any security of
any nature  whatsoever  in respect of the  Subordinated  Debt on any property or
assets, whether now existing or hereafter acquired, of the Company.

         (b) BII  agrees  and  confirms  that its  right to  payment  under  the
Subordinated  Note is limited to the funds  available  therefor  pursuant to the
Facility  Agreement  and the Security  Agreement,  that each such payment may be
made  only to the  extent,  in the  manner  and at the  times  set  forth in the
Facility  Agreement and the Security  Agreement,  and that the Subordinated Note
does not  represent a security or other  interest  in the  Receivables  or their
proceeds.

         2.8  Subordination  Legend;  Further  Assurances.  BII will  cause each
instrument  evidencing the  Subordinated  Note to be endorsed with the following
legend:



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                  "The indebtedness evidenced by this instrument is subordinated
                  to the prior  payment  in full of the Senior  Obligations  (as
                  defined in the Subordination  Agreement  hereinafter  referred
                  to)  pursuant   to,  and  to  the  extent   provided  in,  the
                  Subordination  Agreement,  Consent and Acknowledgment dated as
                  of December 10, 1997,  as amended,  supplemented  or otherwise
                  modified  from  time to time (the  "Subordination  Agreement")
                  among the maker  hereof,  the payee  named  herein and certain
                  other parties."

Each of the Sellers  will  further mark its books of account in such a manner as
shall be effective  to give proper  notice of the effect of this  Agreement  and
will cause all Subordinated Debt to be evidenced by an appropriate instrument or
instruments  endorsed  with the above  legend.  Each of the Sellers will, at its
expense and at any time and from time to time,  promptly execute and deliver all
further  instruments  and documents,  and take all further  action,  that may be
necessary  or desirable or that the  Collateral  Agent,  on behalf of the Senior
Parties,  may, at any time,  request,  in order to protect any right or interest
granted or purported to be granted hereby or to enable the Collateral  Agent, on
behalf of the Senior  Parties,  to exercise  and enforce its rights and remedies
hereunder.

         2.9. Representations and Warranties.  Each Seller hereby represents and
warrants that this Agreement  constitutes such Seller's legal, valid and binding
obligation, enforceable against such Seller in accordance with its terms.

                                   ARTICLE III

                  OTHER MATTERS REGARDING THE SUBORDINATED DEBT

         3.1.  No  Waiver.  No right  of the  Senior  Parties  to  enforce  this
Agreement  shall at any time or in any way be  prejudiced or impaired by any act
or  failure  to act on the part of any of the  Senior  Parties,  the  Collateral
Agent, the Company or any Seller,  or by any noncompliance by the Company or any
Seller with the terms,  provisions and covenants herein,  and the Senior Parties
are hereby expressly authorized to extend, renew, increase,  decrease, modify or
amend the terms of the  Senior  Obligations  or any  security  therefor,  and to
release,  sell or exchange any such security and otherwise  deal freely with the
Company, all without notice to or consent of any Seller or any of its Affiliates
hereunder and without  affecting the  liabilities and obligations of the parties
hereto.

         3.2.  Payment on  Subordinated  Debt and Remedies.  Each of the Sellers
agrees  that,  except upon  request of the  Collateral  Agent,  it will not ask,
demand,  accelerate,  sue or take or  receive  from  the  Company,  directly  or
indirectly (including from or by way of collateral),  any payment of or security
for all or any part of the  Subordinated  Debt or exercise  any remedies or take
any action or proceeding to enforce the same until the Senior  Obligations  have
been paid in full in cash, and the Liquidity  Commitments have  terminated,  and
each Seller further agrees not to institute or join with any other  creditors of
the Company in instituting any petition  commencing any bankruptcy,  insolvency,
reorganization, arrangement, receivership or similar


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proceeding or any assignment for the benefit of creditors  against or in respect
of the Company or any other  marshalling  of the assets and  liabilities  of the
Company.

         3.3. No Transfer of or Change in Subordinated  Debt. Each Seller agrees
that it will (a) not sell, assign, transfer, hypothecate or otherwise dispose of
all or any part of the  Subordinated  Debt to any Person,  including any of such
Seller's Affiliates,  (b) permit the terms of any of the Subordinated Debt to be
changed  in such a  manner  as to have an  adverse  effect  upon the  rights  or
interests of any Senior Party, the Agent, the Collateral Agent or the Company or
(c) subordinate any  Subordinated  Debt for the benefit of any other Person,  in
each case without the prior written consent of the Collateral Agent.

         3.4.  Obligations  Hereunder Not Affected.  All rights and interests of
the Senior Parties hereunder,  and all agreements and obligations of the Sellers
and the Company  hereunder,  shall remain in full force and effect  irrespective
of:

         (a) any lack of validity or  enforceability  of any of the  Transaction
Documents;

         (b) any change in the time,  manner or place of  payment  of, or in any
other term of, all or any of the Senior  Obligations,  or any other amendment or
waiver of or consent  to  departure  from the  Facility  Agreement  or any other
Transaction Document;

         (c) any exchange,  release or nonperfection of any security interest in
any collateral, or any release or amendment or waiver of or consent to departure
from  any  Transaction  Document,  in  respect  of all  or  any  of  the  Senior
Obligations; or

         (d) any other  circumstance  that might otherwise  constitute a defense
available  to,  or a  discharge  of,  the  Company  in  respect  of  the  Senior
Obligations or of any Seller or the Company in respect of this Agreement.

         This Agreement shall continue to be effective or be reinstated,  as the
case may be, if at any time any  payment of the Senior  Obligations  or any part
thereof is rescinded or must  otherwise be returned by any Senior Party upon the
insolvency,  bankruptcy or  reorganization  of the Company or otherwise,  all as
though such payment had not been made.

         Each Seller hereby  authorizes  the Senior  Parties,  without notice or
demand  hereunder and without  affecting or impairing any of the  obligations of
any  Seller  hereunder,  from  time to time to (a)  renew,  compromise,  extend,
increase,  accelerate or otherwise  change the time for payment of, or otherwise
change the terms of, the Senior  Obligations or any part thereof or any security
therefor;  (b) take or hold  security for the payment of the Senior  Obligations
and exchange,  enforce,  foreclose upon, waive or release any such security; (c)
apply such security and direct the order or manner of sale thereof as the Senior
Parties, in their sole discretion, may determine; (d) release and substitute one
or more endorsers,  warrantors, borrowers or other obligors; and (e) exercise or
refrain from exercising any rights against any Seller,  the Company or any other
Person and otherwise deal freely with the Company.



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         3.5.  Reaffirmation  of  Representations  and  Warranties.  Each Seller
reaffirms  and  repeats,  on  and  as of  the  Effective  Date,  its  respective
representations and warranties contained in any of the Purchase Documents (as in
effect  on  the  Effective   Date  after  giving  effect  to  all   transactions
contemplated by the Transaction  Documents to occur on the Effective  Date), and
agrees that the Senior Parties may rely on such  representations  and warranties
as though set forth herein in full.

         3.6.  Covenants.  (a) Each Seller  agrees for the benefit of the Senior
Parties to perform  punctually and comply fully with its respective  obligations
under the Purchase  Documents and agrees that the covenants and indemnities made
in favor of the  Company in the  Transaction  Documents  shall be deemed made in
favor of each of the Senior Parties.

         (b) Each Seller shall comply with all  requests,  demands or directions
of the  Collateral  Agent given in accordance  with the pursuant to the Facility
Agreement, the Security Agreement, the Loan Agreement and any Purchase Documents
to the same extent as such Seller would have been  obligated to comply with such
requests, demands or directions if they had been given by the Company.

         (c) BII  covenants  and agrees  that it will not  permit the  Company's
existence to be terminated  or permit the Company to be  dissolved,  wound-up or
liquidated  at any time  prior  to the  fifth  anniversary  of the  first  date,
following the Amortization  Commencement Date on which (a) no Senior Obligations
are due and payable and (b) the Liquidity Commitments have been terminated.  The
Sellers covenant and agree that the indemnification obligation of the Sellers to
the Company contained in Section 7.01(k) of the Purchase  Agreement shall not be
terminated  by the  Sellers or the Company  and shall  survive  until such fifth
anniversary.


                                   ARTICLE IV

                           CONSENT AND ACKNOWLEDGMENT

         4.1. Collateral. Each Seller acknowledges, consents to and approves the
assignment  of, and the grant of a security  interest in, the  Collateral in the
manner and for the purposes  contemplated by the Security  Agreement  including,
without limitation, the assignment to the Collateral Agent by the Company of all
rights,  remedies,  powers,  privileges  and claims of the Company  against such
Seller,  as the case may be, under or with respect to, and all of the  Company's
right, title and interest in, to and under, the Purchase Documents.  Each Seller
acknowledges,  consents to and approves the terms and  conditions and procedures
specified in the Facility  Agreement and the Security  Agreement with respect to
the  deposit  and  application  of the  Collections  and of funds in the Lockbox
Accounts,  the  Concentration  Account,  the Collection  Deposit Account and the
Collection Account "B".

         4.2.  Application  of Assigned  Monies.  Each Seller  acknowledges  and
agrees that,  until the Security  Agreement is terminated,  all monies and other
cash proceeds due and to become due


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to the Company under or in connection with the Purchase  Documents shall be paid
directly to the Collateral Agent at such times as such Seller shall be obligated
to remit such amounts to the Company pursuant to any such document.


                                    ARTICLE V

                                  MISCELLANEOUS

         5.1.  Notices.  Unless otherwise  provided herein,  any notice or other
communication  herein  required or permitted to be given shall be in writing and
may be personally served,  telecopied or sent by United States mail and shall be
deemed to have been given when delivered in Person,  receipt of telecopy or four
Business  Days after  depositing  it in the United  States mail,  registered  or
certified, with postage prepaid and properly addressed; provided that notices to
the Agent or the Collateral  Agent shall not be effective until received by such
Agent or the Collateral  Agent.  For the purposes  hereof,  the addresses of the
parties  hereto  (until  notice of a change  thereof is delivered as provided in
this Section) shall be:

         (a) if to the Company,  to it at 2775  Highway 40, Suite 522,  P.O. Box
1449, Verdi, Nevada 89439-1449, Attention of General Counsel;

         (b) if to a Seller,  to it at its  address  set forth in Schedule VI to
the Purchase Agreement; and

         (c) if to the Agent or the  Collateral  Agent,  to it at 191  Peachtree
Street,  GA-423,  Atlanta,  Georgia 30303,  Attention:  Deborah Williams,  Asset
Backed Finance.

         5.2. Survival of Agreement. All covenants, agreements,  representations
and  warranties  made  by  the  Company  and  each  Seller  herein  and  in  the
certificates  or other  instruments  prepared or delivered in connection with or
pursuant to this Agreement  shall be considered to have been relied upon by each
of the Senior  Parties  and shall  survive  the  execution  and  delivery of the
Transaction  Documents,  regardless  of any  investigation  made  by the  Senior
Parties or on their behalf,  and shall continue in full force and effect as long
as any Senior  Obligation is outstanding and unpaid and so long as the Liquidity
Commitments have not been terminated;  provided that the covenants  contained in
Section 3.6(c) hereof shall survive until the fifth  anniversary after the first
date,  following  the  Amortization  Commencement  Date,  on which (a) no Senior
Obligations  are due and payable  and (b) the  Liquidity  Commitments  have been
terminated.

         5.3.  Binding  Effect.  This Agreement  shall become  effective when it
shall  have  been  executed  by the  Company,  each  Seller,  the  Agent and the
Collateral  Agent and thereafter  shall be binding upon and inure to the benefit
of the Company, each Seller, the Agent, the Collateral Agent and the Lenders and
their respective successors and assigns, except that neither the Company nor any
Seller  shall  have the  right to  assign  or  delegate  its  rights  or  duties
hereunder.


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         5.4. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         5.5.  Waivers;  Amendment.  (a) No failure or delay of the Agent or the
Collateral  Agent in exercising any power or right  hereunder shall operate as a
waiver  thereof,  nor shall any single or partial  exercise of any such right or
power, or any abandonment or discontinuation of steps to enforce such a right or
power,  preclude  any other or further  exercise  thereof or the exercise of any
other right or power.  The rights and  remedies of the Agent and the  Collateral
Agent  hereunder are  cumulative and are not exclusive of any rights or remedies
that they would  otherwise have. No waiver of any provision of this Agreement or
consent to any  departure  by the Company or any Seller  therefrom  shall in any
event be  effective  unless the same shall be in writing and signed by the Agent
and the  Collateral  Agent,  and then such waiver or consent  shall be effective
only in the specific  instance and for the purpose for which given. No notice or
demand on the  Company in any case  shall  entitle  the  Company to any other or
further  notice or demand in  similar  or other  circumstances.  No  failure  to
exercise nor any delay in exercising on the part of the Agent or the  Collateral
Agent,  any right,  power or privilege under this Agreement,  shall operate as a
waiver thereof;  further,  no single or partial exercise of any right,  power or
privilege  under this  Agreement  shall  preclude any other or further  exercise
thereof or the exercise of any other right, power or privilege.

         (b) Neither  this  Agreement  nor any  provision  hereof may be waived,
amended or modified  except  pursuant to an agreement or  agreements  in writing
entered into by the Company,  the Sellers,  the Agent and the Collateral  Agent.
Each  Senior  Party  shall be bound by any  waiver,  amendment  or  modification
authorized by this Section.

         5.6.  Waiver of Jury Trial.  EACH PARTY HERETO  HEREBY  WAIVES,  TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRAIL BY
JURY IN RESPECT OF ANY LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT.

         Each  party  hereto  (a)  certifies  that no  representative,  agent or
attorney of any other party has represented,  expressly or otherwise,  that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver  and (b)  acknowledges  that it and the other  parties  hereto  have been
induced to enter into this Agreement by, among other things,  the mutual waivers
and certifications in this Section.

         5.7.  Specific  Performance.  The  Agent and the  Collateral  Agent are
hereby authorized to demand specific  performance of this Agreement,  whether or
not the Company shall have complied with any of the provisions hereof applicable
to it, at any time when any Seller  shall have  failed to comply with any of the
provisions of this  Agreement  applicable to it. Each Seller hereby  irrevocably
waives any  defense  based on the  adequacy  of a remedy at law,  which might be
asserted as a bar to such remedy of specific performance.



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         5.8.  Severability.  In the  event  any one or  more of the  provisions
contained in this Agreement should be held invalid,  illegal or unenforceable in
any  respect,  the  validity,  legality  and  enforceability  of  the  remaining
provisions  contained  herein and  therein  shall not in any way be  affected or
impaired  thereby.  The parties  shall  endeavor in good faith  negotiations  to
replace the invalid,  illegal or unenforceable provisions with valid provisions,
the economic  effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         5.9.  Headings.  Section  headings,  included herein for convenience of
reference only, shall not constitute a part of this Agreement for any purpose or
be given any substantive effect.

         5.10.  Jurisdiction;  Consent  to  Service  of  Process.  ALL  JUDICIAL
PROCEEDINGS  BROUGHT  AGAINST  THE  COMPANY OR ANY SELLER  WITH  RESPECT TO THIS
AGREEMENT OR ANY SENIOR OBLIGATION MAY BE BROUGHT IN ANY STATE OR (TO THE EXTENT
PERMITTED BY LAW) FEDERAL  COURT OF COMPETENT  JURISDICTION  IN THE STATE OF NEW
YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE COMPANY AND EACH SELLER
ACCEPTS  FOR  ITSELF  AND IN  CONNECTION  WITH  ITS  PROPERTIES,  GENERALLY  AND
UNCONDITIONALLY,  THE  NONEXCLUSIVE  JURISDICTION OF THE AFORESAID  COURTS,  AND
IRREVOCABLY  AGREES TO BE BOUND BY ANY JUDGMENT  RENDERED  THEREBY IN CONNECTION
WITH THIS  AGREEMENT.  THE COMPANY AND EACH SELLER  DESIGNATES  AND  APPOINTS CT
CORPORATION  SYSTEM,  1633 BROADWAY,  NEW YORK,  NEW YORK 10019,  AND SUCH OTHER
PERSONS AS MAY  HEREAFTER  BE SELECTED BY THE  COMPANY  IRREVOCABLY  AGREEING IN
WRITING TO SERVE, AS ITS AGENT TO RECEIVE ON ITS BEHALF,  SERVICE OF ALL PROCESS
IN  ANY  SUCH  PROCEEDINGS  IN  ANY  SUCH  COURT,   SUCH  SERVICE  BEING  HEREBY
ACKNOWLEDGED  BY THE COMPANY AND EACH SELLER TO BE EFFECTIVE AND BINDING SERVICE
IN EVERY RESPECT. A COPY OF SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED
MAIL TO THE COMPANY  AND EACH  SELLER SO SERVED AT ITS  ADDRESS  PROVIDED IN THE
APPLICABLE  SIGNATURE PAGE HERETO,  EXCEPT THAT,  UNLESS  OTHERWISE  PROVIDED BY
APPLICABLE  LAW,  ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF
SERVICE OF PROCESS.  IF ANY AGENT APPOINTED BY THE COMPANY OR ANY SELLER REFUSES
TO ACCEPT  SERVICE,  THE COMPANY AND EACH SELLER HEREBY AGREES THAT SERVICE UPON
IT BY MAIL SHALL CONSTITUTE  SUFFICIENT NOTICE.  NOTHING HEREIN SHALL AFFECT THE
RIGHT TO SERVE  PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT OF ANY PARTICIPANT TO BRING PROCEEDINGS  AGAINST THE COMPANY OR ANY SELLER
IN THE COURTS OF ANY OTHER JURISDICTION.




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<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers,  all as of the date first above
written.

                                             B.I. FUNDING, INC.


                               By:        /s/Mary Ellen Ramsayer
                              Name:          Mary Ellen Ramsayer
                             Title:          Assistant Secretary


                                             BURLINGTON INDUSTRIES, INC.


                               By:        /s/Lynn L. Lane
                              Name:          Lynn L. Lane
                             Title:          Vice President, Treasurer
                                             and Investment Relations


                                             BURLINGTON FABRICS INC.


                               By:        /s/Lynn L. Lane
                              Name:          Lynn L. Lane
                             Title:          Vice President and Treasurer


                                             B.I. TRANSPORTATION, INC.


                               By:        /s/Lynn L. Lane
                              Name:          Lynn L. Lane
                             Title:          Vice President and Treasurer



                                             BURLINGTON APPAREL SERVICES
                                             COMPANY


                               By:        /s/Lynn L. Lane
                              Name:          Lynn L. Lane
                             Title:          Vice President and Treasurer




                                                11

<PAGE>



                                             BURLINGTON INTERNATIONAL
                                             SERVICES COMPANY


                               By:        /s/Lynn L. Lane
                              Name:          Lynn L. Lane
                             Title:          Vice President and Treasurer



                                             THE BACOVA GUILD, LTD.


                               By:        /s/Lynn L. Lane
                              Name:          Lynn L. Lane
                             Title:          Vice President and Treasurer



Acknowledged and Agreed to as of this 10th day of December:

The Bank of Nova Scotia,
as Liquidity Agent, Managing Agent
and Collateral Agent as described
in the Old Subordination Agreement


By:         /s/W.E. Zarrett
Name:          William E. Zarrett
Title:         Senior Relationship Manager





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