Exhibit 10.22
                              AMENDED AND RESTATED

                         RECEIVABLES PURCHASE AGREEMENT

                          Dated as of December 10, 1997

                           (amending and restating the
           Receivables Purchase Agreement dated as of August 17, 1994)

                                      Among

                               B.I. FUNDING, INC.,

                          BURLINGTON INDUSTRIES, INC.,

                                       And

                        THE OTHER SELLERS PARTIES HERETO

 


<PAGE>



                                TABLE OF CONTENTS
||
                                    ARTICLE I

DEFINITIONS; RESTATEMENT...............................................1
  SECTION 1.01.        ................................................1
  SECTION 1.02.  Restatement of Prior Agreement........................2
  SECTION 1.03.  Qualification Regarding Bacova........................2

                                   ARTICLE II

PURCHASE OF RECEIVABLES; CONSIDERATION AND PAYMENT.....................2
  SECTION 2.01.  Purchase of Receivables...............................2
  SECTION 2.02.  Purchase Price........................................3
  SECTION 2.03.  Payment of Purchase Price.............................4
  SECTION 2.04.  No Repurchase.........................................5
  SECTION 2.05.  Dilutive Credits......................................5
  SECTION 2.06.  Certain Charges.......................................6
  SECTION 2.07.  Termination...........................................6
  SECTION 2.08.  Limitation on Liability of the Sellers and Others.....6
  SECTION 2.09.  Inclusion of Additional Sellers.......................7

                                   ARTICLE III

CONDITIONS PRECEDENT............................................ .......8

  SECTION 3.01.  Conditions  Precedent  to  the  Effectiveness  of  this
                 Agreement...................................... .......8

  SECTION 3.02.  Conditions  Precedent  to  the  Company's  Purchases  of
                 Receivables.................................. .........9

  SECTION 3.03.  Conditions Precedent to Sellers' Obligations on Effective
                 Date....................................... ...........10

  SECTION 3.04.  Conditions  Precedent to Sellers' Obligations on Payment
                 Dates..................................................11

                                   ARTICLE IV

REPRESENTATIONS AND WARRANTIES..........................................11
         SECTION 4.01.  Representations and Warranties of the Parties...11
         SECTION 4.02.  Additional Representations of the Sellers.......12

                                    ARTICLE V

COVENANTS...............................................................14
         SECTION 5.01.  Affirmative Covenants of the Sellers............14
         SECTION 5.02.  Negative Covenants of the Sellers...............21


 


<PAGE>



                                   ARTICLE VI

PURCHASE TERMINATION EVENTS.............................................22
         SECTION 6.01.  Purchase Termination Events.....................22
         SECTION 6.02.  Remedies........................................23

                                   ARTICLE VII

INDEMNIFICATION.........................................................23
         SECTION 7.01.  Indemnities by the Sellers......................23
         SECTION 7.02.  Indemnities by the Company......................25

                                  ARTICLE VIII

SUBORDINATED NOTE; PREFERRED STOCK......................................25
         SECTION 8.01.  Subordinated Note...............................25
         SECTION 8.02.  Preferred Stock.................................26
         SECTION 8.03.  Restructuring on Transfer of Subordinated Note and
                             Preferred Stock............................26

                                  ARTICLE IX

MISCELLANEOUS...........................................................26
         SECTION 9.01.  Amendments, Etc.................................26
         SECTION 9.02.  Notices, Etc....................................26
         SECTION 9.03.  No Waiver; Remedies.............................27
         SECTION 9.04.  Binding Effect; Governing Law...................27
         SECTION 9.05.  Costs, Expenses and Taxes.......................27
         SECTION 9.06.  Headings........................................28
         SECTION 9.07.  Grant of License to Use Patents and Trademarks..28
         SECTION 9.08.  Acknowledgment of Transaction Documents.........28
         SECTION 9.09.  Waiver of Jury Trial............................28
         SECTION 9.10.  Severability....................................28
         SECTION 9.11.  Counterparts....................................28
         SECTION 9.12.  Jurisdiction; Consent to Service of Process.....28
||

 


<PAGE>




Schedules

SCHEDULE I                    Authorized Officers
SCHEDULE II                   Fiscal Months and Fiscal Quarters
SCHEDULE III                  Trade Names
SCHEDULE IV                   Accounts
SCHEDULE V                    Location of Records
SCHEDULE VI                   Notices

Exhibits

EXHIBIT A                           Form of Monthly Settlement Statement
EXHIBIT B                           Form of Weekly Report
EXHIBIT C                           Form of Subordinated Note

Annexes

ANNEX Z                             Definitions



 


<PAGE>



         AMENDED AND RESTATED  RECEIVABLES  PURCHASE AGREEMENT (the "Agreement")
dated as of December 10, 1997 (amending and restating the  Receivables  Purchase
Agreement  dated as of August 17,  1994) among B.I.  FUNDING,  INC.,  a Delaware
corporation (the "Company"), BURLINGTON INDUSTRIES, INC., a Delaware corporation
("BII"), B.I. TRANSPORTATION,  INC., a Delaware corporation ("BTI"),  BURLINGTON
FABRICS  INC.,  a Delaware  corporation  ("BFI");  BURLINGTON  APPAREL  SERVICES
COMPANY, a Delaware  corporation  ("BASC");  BURLINGTON  INTERNATIONAL  SERVICES
COMPANY,  a Delaware  corporation  ("BISC");  THE BACOVA GUILD, LTD., a Delaware
corporation  ("Bacova");  and each Additional  Seller which may hereafter become
party hereto;  (BII, BTI, BFI, BASC, BISC, Bacova and the Additional Sellers are
herein referred to collectively as the "Sellers").

         The Company is in the business of acquiring accounts  receivable of the
Sellers.  The Company  intends from time to time to sell an interest in the pool
of accounts  receivable  purchased by the Company from the Sellers  pursuant to,
and in  accordance  with the terms of,  this  Agreement.  In order to enable the
Company to sell such  interest,  the Sellers are willing to sell to the Company,
and the Company is willing to Purchase from the Sellers,  the Receivables on the
terms and subject to the conditions set forth herein.

         Accordingly, the Company and each of the Sellers agree as follows:

                                    ARTICLE I

                            DEFINITIONS; RESTATEMENT

         SECTION 1.01.
                  (a) Definitions. Capitalized terms used but not defined herein
         shall  have the  meanings  assigned  to such  terms in Annex Z attached
         hereto.

                  (b) Terms Generally.  The definitions referred to in paragraph
         (a) above 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,  Sections,  Exhibits and Schedules shall be deemed references
         to Articles  and  Sections  of, and  Exhibits  and  Schedules  to, 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.

                  (c) UCC Terms. All terms used in Article 9 of the UCC that are
         used  but not  defined  herein  or in Annex Z shall  have the  meanings
         assigned to such terms in such Article 9.

                  (d) Computation of Time Periods. Unless otherwise specified in


 

                                                         1

<PAGE>



         this Agreement, in the computation of a period of time from a specified
         date to a later  specified  date,  the  word  "from"  means  "from  and
         including,"   and  the  words  "to"  and  "until"  each  mean  "to  but
         excluding".

         SECTION 1.02. Restatement of Prior Agreement. This Agreement amends and
restates in its entirety the  Receivables  Purchase  Agreement dated as of March
26,  1992,  as amended  and  restated  as of August 17,  1994 (the  "Prior  Sale
Agreement"),  among certain of the Sellers and the Company.  All Receivables and
other assets  conveyed to the Company under the Prior  Agreement shall be deemed
to have been conveyed  hereunder,  and all obligations of the Sellers  hereunder
shall apply to such assets to the same extent as assets  conveyed after the date
hereof.

         SECTION 1.03. Qualification Regarding Bacova.  Notwithstanding anything
to the contrary in any of the Transaction  Documents,  Receivables originated by
Bacova  shall  not be  conveyed  to the  Company  hereunder,  and  shall  not be
classified as Eligible Receivables or be subject to the terms of the Transaction
Documents   regarding  the   collection  of  Receivables  or  the  reporting  of
information  regarding  the  Receivables,  until the Company and the Agent shall
have  agreed  to  the  inclusion  of  such   Receivables  in  the   transactions
contemplated  by the Transaction  Documents,  which agreement shall be deemed to
have occurred once the reporting systems of Bacova have been integrated into the
systems of the Parent Group in a manner reasonably satisfactory to the Agent and
notified to the Servicers in writing.

                                   ARTICLE II

                            PURCHASE OF RECEIVABLES;
                            CONSIDERATION AND PAYMENT

         SECTION 2.01.    Purchase of Receivables.

                  (a) Each of the Sellers (other than BII) hereby sells, assigns
         transfers and conveys to BII, and BII hereby sells, assigns,  transfers
         and conveys to the  Company,  on the Closing Date and from time to time
         thereafter, on the terms and subject to the conditions specifically set
         forth herein, all its respective right, title and interest,  in, to and
         under (i) all Receivables now existing and hereafter  arising from time
         to time,  as  provided  in  paragraph  (b) below,  and all  payment and
         enforcement  rights  (but  none of the  obligations)  with  respect  to
         Receivables,  (ii) all Related Security in respect of such Receivables,
         (iii) all  Collections  and  other  monies  due or to  become  due with
         respect to the foregoing and (iv) all proceeds of the foregoing.  It is
         understood that all Receivables,  Related Security, monies and proceeds
         conveyed  by the  Sellers  (other  than  BII) to BII  pursuant  to this
         Section  2.01  (the  "Subsidiary   Assets")  are  simultaneously  being
         conveyed by BII to the Company, together with Receivables originated by
         BII  (and  Related  Security,  monies  and  proceeds  relating  to such
         Receivables  originated  by  BII).  BII  retains  no  interest  in  the
         Subsidiary Assets. The Company shall be entitled to exercise all of its
         rights and remedies  hereunder  with respect to the  Subsidiary  Assets
         against  either  BII or the  Seller  that  originated  such  Subsidiary
         Assets, or both, to the

 

                                                         2

<PAGE>



         same  extent  as  would  be the  case if (in the  case of BII)  BII had
         originated  such  Subsidiary  Assets or (in the case of such Seller) if
         the Company acquired such Subsidiary Assets directly from such Seller.

                  (b)  Upon  the  fulfillment  of the  conditions  set  forth in
         Article III with respect to each newly created  Receivable,  all of the
         applicable  Seller's  right,  title and  interest  in and to such newly
         created  Receivable  and  all  Related  Security  in  respect  of  such
         Receivable  shall be  immediately  and  automatically  sold,  assigned,
         transferred and conveyed to the Company pursuant to paragraph (a) above
         without any further action by such Seller or any other Person.

                  (c) The parties to this Agreement intend that the transactions
         contemplated  hereby  shall be, and shall be treated  as, a purchase by
         the  Company  and a sale  by the  applicable  Seller  of the  Purchased
         Receivables and not as a lending transaction.  All sales of Receivables
         and Related  Security by any Seller hereunder shall be without recourse
         to, or  representation or warranty of any kind (express or implied) by,
         any Seller,  except as  otherwise  specifically  provided  herein.  The
         foregoing sale, assignment, transfer and conveyance does not constitute
         and is not  intended  to  result in a  creation  or  assumption  by the
         Company  of  any  obligation  of any  Seller  or any  other  Person  in
         connection  with the  Receivables  or any agreement  relating  thereto,
         including any obligation to any Obligor.

                  (d) In connection with the foregoing conveyances,  each Seller
         agrees to record and file,  at its own  expense,  financing  statements
         (and continuation  statements with respect to such financing statements
         when  applicable)  with respect to the Receivables and Related Security
         now  existing  and  hereafter  acquired by the Company from the Sellers
         meeting the  requirements of applicable state law in such manner and in
         such  jurisdictions  as are  necessary to perfect the  purchases of the
         Receivables and Related  Security by the Company from the Sellers,  and
         to deliver such financing  statements to the Company on or prior to the
         Effective Date.

                  (e) In connection with the foregoing conveyances,  each Seller
         agrees at its own expense, as agent of the Company,  (i) to indicate on
         the  computer  files  and  other  physical   records  relating  to  the
         Receivables  (by means of a  general  legend  that  will  automatically
         appear  at or  near  the  beginning  of any  list or  print-out  of the
         Receivables)  that,  unless otherwise  specifically  identified on such
         list or  print-out  as a  Receivable  not so sold or  transferred,  all
         Receivables  included in such list or  print-out  and Related  Security
         have been sold to the Company in  accordance  with this  Agreement  and
         (ii) to deliver  to the  Company  computer  files or  microfiche  lists
         containing true and complete lists of all such Receivables,  identified
         by Obligor and by the  Receivables  balance as of a date  acceptable to
         the Company prior to the Effective  Date.  Such files or lists shall be
         delivered to the Company as confidential and proprietary.

         SECTION 2.02.  Purchase Price. The amount payable by the Company to BII


 

                                                         3

<PAGE>



the "Purchase Price") for newly created  Receivables and Related Security on any
Payment Date to the Company under this  Agreement  shall be equal to the product
of (a)  the  aggregate  Outstanding  Balances  of such  Receivables  and (b) the
Discounted  Percentage.  Such  Purchase  Price shall be paid pursuant to Section
2.03. The amount payable by BII to another Seller for newly created  Receivables
and  Related  Security  on any  Payment  Date  shall be  equal to the  aggregate
Outstanding  Balances of such  Receivables.  Such amount shall be paid by BII in
cash to such  Seller  on such  Payment  Date,  and  the  Company  shall  have no
liability with respect to the payment of such amount.  BII's failure to pay such
amount to such Seller shall not affect in any way the Company's rights in and to
such Receivables and Related Security.

         SECTION 2.03.  Payment of Purchase Price.

                  (a)  The  Purchase  Price  for  Receivables  and  the  Related
         Security  shall be paid or  provided  for by the  Company to BII on the
         Effective  Date and  thereafter  on each Business Day (each such day, a
         "Payment Date") as follows:

                              (i) to the extent  available for such purpose,  in
                  cash from  Collections,  provided  that all cash payments on a
                  day  other  than a Weekly  Settlement  Date  shall be  interim
                  payments subject to adjustment as provided in clause(b) below;

                              (ii) to the extent available for such purpose,  in
                  cash from the  proceeds  of  Advances  obtained by the Company
                  under the Loan Agreement;

                              (iii) at the  option of the  Company,  by means of
                  any one or more of the following:  (A) amounts  contributed by
                  BII to the  Company,  and  (B) an  addition  to the  principal
                  amount of the Subordinated  Note and the issuance of shares of
                  Preferred  Stock  so  that  the  sum of the  addition  to such
                  principal  amount  and  the  liquidation  preferences  of such
                  shares  shall  equal the  remaining  portion  of the  Purchase
                  Price;  provided,  however, that the addition of the principal
                  amount of Subordinated Note on such Payment Date shall not, in
                  any event, exceed the maximum principal amount of Subordinated
                  Note  that  may  be   outstanding  on  such  Payment  Date  as
                  determined  from  information  contained  in the  most  recent
                  Weekly Report in accordance with Section 8.01.

                  (b) In each Weekly Report, the Servicer shall determine:

                              (i)   the aggregate  amount paid by the Company to
                                    BII  pursuant to Section  2.03(a)(i)  during
                                    the Related  Period (as defined  below) plus
                                    the aggregate amount of Indemnified  Amounts
                                    (as defined in Section 7.01) for the Related
                                    Period;

                              (ii)  the portion of  Collections  for the Related
                                    Period required to be applied to the payment
                                    of principal  of, or interest on,  Advances,
                                    fees payable  under the Loan  Agreement  and
                                    other amounts

 

                                                         4

<PAGE>



                                    required  to be paid or set aside  under the
                                    Loan Agreement; and

                              (iii) the excess of the amount determined pursuant
                                    to  clause   (i)  above   over  the   amount
                                    determined pursuant to clause (ii) above.

         "Related  Period"  means a period from one Weekly  Cut-Off Date (or, in
the case of the  first  Related  Period,  the date  hereof)  to the next  Weekly
Cut-Off Date, and the Related Period with respect to any Weekly Report means the
Related Period ending on the Weekly Cut-Off Date  immediately  prior to the date
of such Weekly Report.

         If the amount  determined  pursuant to clause (iii) above is a positive
number, BII agrees to pay to the Company an amount equal to the amount set forth
in clause  (ii) above,  on the related  Weekly  Settlement  Date in  immediately
available  funds. If the amount  determined  pursuant to clause (iii) above is a
negative number,  BII agrees to pay to the Company an amount equal to the amount
set  forth in  clause  (i)  above,  on the  related  Weekly  Settlement  Date in
immediately available funds.  Concurrently with such payment, in accordance with
(and subject to the limitations of) Section 2.03(a)(iii)), the Subordinated Note
will be  increased  by such amount  and/or  shares of  Preferred  Shares will be
issued to BII.

                  (c) All payments under this Agreement  shall be made not later
         than 2:30 p.m.,  Atlanta time, on the date specified therefor in lawful
         money of the  United  States of America in same day funds and (i) if to
         any Seller,  to the  respective  bank account  designated in writing by
         such  Seller to the  Company  and (ii) if to the  Company,  to the bank
         account  designated  in writing by the Company to the Sellers.  Amounts
         not paid when due shall bear  interest  at a rate equal at all times to
         the Alternate Base Rate plus 2%, payable on demand.

                  (d) Whenever any payment to be made under this Agreement shall
         be stated to be due on a day other than a Business  Day,  such  payment
         shall be made on the next succeeding Business Day.

         SECTION 2.04. No  Repurchase.  Notwithstanding  anything  herein to the
contrary, no Seller shall have any right or obligation under this Agreement,  by
implication  or  otherwise,   to  repurchase  from  the  Company  any  Purchased
Receivables or to rescind or otherwise  retroactively affect any purchase of any
Purchased Receivables after the Purchase Date relating thereto.

         SECTION 2.05. Dilutive Credits. The Sellers may accept returns of goods
for full or partial  credit or make a daily  adjustment in the principal  amount
payable with respect to a customer who has purchased  merchandise or services on
credit in accordance  with the Policies.  Such  adjustment  shall be made by the
applicable  Seller on each Date of Processing.  Such  adjustment  shall be in an
amount equal to the  aggregate  amount of all  Dilutive  Credits on such Date of
Processing. Dilutive Credits shall be subtracted from the Outstanding Balance of
Eligible Receivables appearing on the next Weekly Report.

 

                                                         5

<PAGE>




         SECTION  2.06.  Certain  Charges.  Each of the  Sellers and the Company
agrees that late charge revenue, other fees and charges and other similar items,
whenever  created,  accrued  in respect of  Purchased  Receivables  shall be the
property of the Company notwithstanding the occurrence of a Purchase Termination
Event and all  Collections  with respect  thereto shall continue to be allocated
and treated as Collections in respect of Purchased Receivables.

         SECTION 2.07. Termination.  Each Seller's respective obligation to sell
the Receivables  under this Agreement shall terminate on the date (the "Purchase
Termination  Date") that is the earlier of (a) the  termination of the Liquidity
Commitments  pursuant  to the  Loan  Agreement  and (b) the  date on  which  the
Company's obligation to purchase Receivables shall terminate pursuant to Section
6.01.

         SECTION  2.08.  Limitation  on Liability of the Sellers and Others.  No
recourse  under or upon any  obligation  or covenant of this  Agreement,  or the
Receivables,  or for any claim based  thereon or otherwise  in respect  thereof,
shall be had against any incorporator,  shareholder, employee, agent, officer or
director,  in its capacity as such, past, present or future, of any Seller or of
any successor  corporation,  either directly or through such Seller,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment  or penalty or otherwise;  it being  expressly  understood  that this
Agreement and the obligations issued hereunder are solely corporate obligations,
and that no such personal  liability whatever shall attach to, or is or shall be
incurred by the  incorporators,  shareholders,  employees,  agents,  officers or
directors,  as such,  of any Seller or of any successor  corporation,  or any of
them, under or by reason of the obligations,  covenants or agreements  contained
in this Agreement or in the Receivables or implied  therefrom;  and that any and
all  such  personal  liability,  either  at  common  law  or  in  equity  or  by
constitution  or statute,  of, and any and all such  rights and claims  against,
every such incorporator,  shareholder,  employee, agent, officer or director, as
such,  under or by reason of the  obligations  or  covenants  contained  in this
Agreement  or in the  Receivables  or implied  therefrom,  are hereby  expressly
waived and released as a condition of, and as  consideration  for, the execution
of this Agreement provided,  however,  that this provision shall not protect any
such Person against any liability  which would otherwise be imposed by reason of
wilful  misfeasance,  bad faith or gross negligence in the performance of duties
or by reason of reckless  disregard of obligations  and duties  hereunder.  Each
Seller and any  director or officer or employee or agent of such Seller may rely
in good faith on any  document of any kind prima  facie  properly  executed  and
submitted by any Person  respecting  any matters  arising  hereunder.  No Seller
shall be under any obligation to appear in, prosecute or defend any legal action
which is not  incidental to its duties to service the  Receivables in accordance
with this  Agreement  if such  appearance,  prosecution  or defense may, in such
party's  reasonable  opinion,  cause it to incur any  expense or  liability.  In
furtherance of the  foregoing,  to the extent  permitted by applicable  law, the
Company and the Sellers  agree that (a) no Seller shall be entitled to (or to an
accounting  for) any  surplus or be liable  for any  deficiency  resulting  from
actual  Collections of Receivables  and (b) each Seller  irrevocably  waives any
right or equity of redemption in respect of the Receivables.


 

                                                         6

<PAGE>



         SECTION  2.09.  Inclusion of Additional  Sellers.  At any time and from
time to  time,  upon  the  prior  delivery  to the  Company  and the  Agent of a
certificate (together with an executed copy of the agreement attached thereto in
accordance with clause (ii) below, and "Additional Seller  Certificate") to that
effect,  BII may designate one or more of its then wholly owned  Subsidiaries as
(and,  upon approval by the Agent of the addition and the materials  required to
be delivered  under this Section  2.09 and the Agent's  receipt of  confirmation
that the addition will not cause the rating on any Commercial  Paper Notes to be
reduced or withdrawn, such Subsidiaries shall automatically, without any further
notice or other action,  become)  Sellers under this Agreement (each such Seller
being an "Additional  Seller");  whereupon this Agreement  shall  automatically,
without  any  further  notice  or other  action,  be  amended,  supplemented  or
otherwise  modified,  to  the  extent  necessary,  to  reflect  the  information
contained  in  such  Additional  Seller  Certificate.   Each  Additional  Seller
Certificate (i) shall contain the following information:

                                    (A) the name and the state of  incorporation
                              of the proposed Additional Seller;

                                    (B)   a   statement   that   such   proposed
                              Additional  Seller is a wholly owned Subsidiary of
                              BII;

                                    (C) a  description  of the  business of such
                              proposed Additional Seller (which shall be similar
                              or  related  to one  or  more  of  the  businesses
                              conducted  by any of the  Sellers  (other than the
                              Additional   Sellers)  on  the   Effective   Date,
                              including,  without  limitation  those  businesses
                              that, in the ordinary course,  (a) purchase or use
                              goods   manufactured  or  processed  and  services
                              rendered  by, or (b)  manufacture  goods or render
                              services  purchased  or used by, any  business  in
                              which any such  other  Seller is so engaged on the
                              Effective  Date) and a description of the types of
                              Obligors  whose  Receivables  will  be sold to the
                              Company by such proposed Additional Sellers (which
                              shall be  substantially  similar  to the  types of
                              Obligors whose  Receivables are being purchased by
                              the Company from the Sellers at that time);

                                    (D) the date (an  "Additional  Seller Date")
                              on which  such  proposed  Additional  Seller is to
                              become an Additional Seller; and

                                    (E)   certification   as  to   the   matters
                              contained  in  the   certificates   of  the  Chief
                              Financial  Officer of BII  delivered  pursuant  to
                              Section 6.1.18 of the Loan Agreement;


 

                                                         7

<PAGE>



(ii) shall attach an agreement between such proposed  Additional Seller, BII and
the Company, for their benefit and the benefit of the other Sellers, pursuant to
which such proposed Additional Seller:

                  (A) shall have  certified that it has satisfied all conditions
         as to itself, its activities and its property contained in Section 3.01
         (substituting,  for purposes of this clause (A), the related Additional
         Seller Date for the Effective Date referred to therein);

                  (B) shall furnish all information as to itself, its activities
         and its property required by this Agreement  (including the information
         required under each applicable Schedule);

                  (C)  shall  agree  to be bound by the  terms,  conditions  and
         provisions of this Agreement and the Subordination  Agreement,  Consent
         and Acknowledgment purporting to bind the Sellers;

                  (D) shall make on and as of such  Additional  Seller  Date all
         representations  and warranties,  as to itself,  its activities and its
         property, contained in Sections 4.01 and 4.02; and

(iii) shall attach an opinion satisfactory in form and substance to the Agent as
to the  matters set forth in the opinion  required to be  delivered  pursuant to
Section 6.1.17 of the Loan  Agreement.  The consent of the Agent to the addition
of a Seller  shall not be  withheld  if (i) such  proposed  Additional  Seller's
Receivables  balance as of a date not earlier than 10 days prior to the delivery
of the Additional  Seller  Certificate  does not exceed 2.0% of the  Outstanding
Balance of all Receivables as of such date (an "Immaterial Seller"); (ii) BII is
the Servicer at such time;  and (iii) the types of Obligors  which are obligated
with respect to such proposed Additional Seller's  Receivables are substantially
similar to types of Obligors which are obligated with respect to the Receivables
then being purchased by the Company from the Sellers;  provided  further that in
the event that any such Immaterial Seller's Receivables balance shall during the
12 months  immediately  following such Additional  Seller Date, exceed 5% of the
Outstanding  Balance  of  all  Receivables,  such  excess  amount  shall  not be
classified as Eligible Receivables until the expiration of such 12 month period.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

         SECTION  3.01.  Conditions  Precedent  to  the  Effectiveness  of  this
Agreement.  The  effectiveness  of this  Agreement is subject to the  conditions
precedent that (a) each of the other Purchase  Documents  shall be in full force
and effect and (b) the  conditions  set forth below shall have been satisfied on
or before the Effective Date:

                              (i) the Company shall have received copies of duly

 

                                                         8

<PAGE>



                  adopted  resolutions  of the Board of Directors of each Seller
                  as in effect on the  Effective  Date and in form and substance
                  satisfactory to the Company,  authorizing this Agreement,  the
                  documents  to be delivered  by such Seller  hereunder  and the
                  transactions  contemplated hereby,  certified by the Secretary
                  or Assistant Secretary of such Seller;

                              (ii) the Company shall have received duly executed
                  certificates  of the  Secretary or an  Assistant  Secretary of
                  each Seller,  dated the day of the Effective  Date and in form
                  and  substance  satisfactory  to the Company,  certifying  the
                  names and true signatures of the officers authorized on behalf
                  of such Seller to sign this  Agreement or any  instruments  or
                  documents in connection with this Agreement;

                              (iii) the  Concentration  Account  and the Lockbox
                  Accounts  shall  have  been  established  in the  name  of the
                  Company,  and lockbox arrangements made in connection with the
                  1994 Liquidity  Agreement shall have been terminated as to the
                  collateral agent under such agreement;

                              (iv) the  Company  shall  have  received  (i) duly
                  executed UCC-1  financing  statements from each of the Sellers
                  with respect to the Receivables  and the Related  Security for
                  filing  in  such  manner  and  in  such  jurisdictions  as are
                  necessary  or  desirable  to perfect the  Company's  ownership
                  interest  thereof  under  the  UCC;  (ii)  duly  executed  UCC
                  statements   assigning  to  the  Agent  any  UCC-1   financing
                  statements  filed in connection  with the Prior Sale Agreement
                  against  BII in favor of the  Company;  and  (iii)  all  other
                  action necessary or desirable,  in the opinion of the Company,
                  to  perfect  the   Company's   ownership   of  the   Purchased
                  Receivables shall have been duly taken;

                              (v)  each  Seller  shall  have  delivered  to  the
                  Company a microfiche or other tangible evidence  acceptable to
                  the  Company  showing as of a date  acceptable  to the Company
                  prior to the Effective Date the Obligors whose Receivables are
                  to be  transferred  to the  Company  and  the  balance  of the
                  Receivables with respect to each such Obligor as of such date;

                              (vi) the Company  shall have  received  reports of
                  UCC and other  searches  of each  Seller  with  respect to the
                  Receivables and the Related Security reflecting the absence of
                  Liens  thereon,  except Liens created in  connection  with the
                  sale  by  the  Company  of  an   interest  in  the   Purchased
                  Receivables  and except for Liens as to which the  Company has
                  received UCC termination statements; and

                              (vii) the Company shall have modified the existing
                  lockbox  arrangements  with the  Lockbox  Banks to reflect the
                  transactions contemplated by the new Transaction Documents.

         SECTION  3.02.  Conditions  Precedent  to the  Company's  Purchases  of

 

                                                         9

<PAGE>



Receivables. The obligation of the Company to accept and pay for each Receivable
and the Related  Security on each Payment Date  (including  the Effective  Date)
from the Sellers shall be subject to the further  conditions  precedent  that on
such Payment Date:

                  (a) the following statements shall be true (and the acceptance
         by each Seller of their respective  Purchase Prices for any Receivables
         on any Payment Date shall constitute a  representation  and warranty by
         such Seller that on such Payment Date such statements are true):

                              (i) the  representations  and  warranties  of each
                  Seller  contained in Sections  4.01 and 4.02 shall be true and
                  correct in all  material  respects  on and as of such  Payment
                  Date as though made on and as of such date; and

                              (ii) no Purchase  Termination  Event or  Incipient
                  Purchase  Termination  Event with  respect to any Seller shall
                  have occurred and be continuing;

                  (b) the Company shall be satisfied that each Seller's systems,
         procedures and record keeping relating to the Purchased Receivables are
         in all  respects  sufficient  and  satisfactory  in order to permit the
         purchase and administration of the Purchased  Receivables in accordance
         with the terms and intent of this Agreement;

                  (c) the  Company  shall have  received  payment in full of all
         amounts for which payment has been requested by the Company pursuant to
         Article VII or Section 9.05;

                  (d) the  Company  shall have  received  such other  approvals,
         opinions or documents as the Company may reasonably request;

                  (e) each Seller shall have complied with all its covenants and
         satisfied  all its  obligations  under this  Agreement  required  to be
         complied with or satisfied as of such date; and

                  (f) the Company shall be satisfied  that,  after giving effect
         to the  transactions  contemplated  to occur on such Purchase  Date, no
         Purchase Termination Event or Incipient Purchase Termination Event with
         respect to the Company shall have occurred and be continuing.

         SECTION 3.03. Conditions Precedent to Sellers' Obligations on Effective
Date.  The  obligations of each Seller on the Effective Date shall be subject to
the  conditions  precedent that such Seller shall have received on or before the
Effective  Date the  following,  each dated the day of the Effective Date and in
form and substance satisfactory to such Seller:

                  (a) a  copy  of  duly  adopted  resolutions  of the  Board  of
         Directors of the Company  authorizing this Agreement,  the documents to
         be delivered by the Company

 

                                                        10

<PAGE>



         hereunder and the transactions  contemplated  hereby,  certified by the
         Secretary or Assistant Secretary of the Company; and

                  (b) a duly executed  certificate of the Secretary or Assistant
         Secretary of the Company  certifying  the names and true  signatures of
         the officers  authorized  on its behalf to sign this  Agreement and the
         other documents to be delivered by it hereunder.

         SECTION 3.04.  Conditions  Precedent to Sellers' Obligations on Payment
Dates.  The  obligations  of each  Seller on any  Payment  Date  (including  the
Effective  Date) shall be subject to the further  conditions  precedent that the
representations and warranties of the Company contained in Section 4.01 are true
and correct on and as of such Payment Date as though made on and as of such date
(and the  payment by the  Company  of the  Purchase  Price  shall  constitute  a
representation and warranty by the Company that on such date such statements are
true).

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION  4.01.  Representations  and  Warranties  of the  Parties.  The
Company  represents  and warrants as to itself,  and each Seller  represents and
warrants as to itself, as follows:

                  (a)  Organization  and Good Standing.  It (i) is a corporation
         duly organized, validly existing and in good standing under the laws of
         the  jurisdiction  of its  incorporation  and is  duly  qualified  as a
         foreign  corporation  and is in good standing in each  jurisdiction  in
         which the failure to so qualify would have a material adverse effect on
         the conduct of its business, (ii) has the requisite corporate power and
         authority to effect the transactions  contemplated hereby and (iii) has
         all requisite corporate power and authority and the legal right to own,
         sell, pledge,  mortgage and operate its properties,  and to conduct its
         business as now or currently proposed to be conducted.

                  (b) Due Authorization and No Conflict. The execution, delivery
         and  performance  by it of  this  Agreement,  and all  instruments  and
         documents  to be  delivered  hereunder  by  it,  and  the  transactions
         contemplated  hereby and thereby,  (i) are within its corporate powers,
         have been duly authorized by all necessary corporate action,  including
         the consent of shareholders  where required,  and do not (A) contravene
         its charter or by-laws,  (B) violate any law or regulation or any order
         or decree of any court or  governmental  instrumentality,  (C) conflict
         with or result in the breach of, or  constitute  a default  under,  any
         material  indenture,  mortgage or deed of trust binding on or affecting
         it or any of its  respective  subsidiaries  or any of its properties or
         (D)  result in or  require  the  creation  or  imposition  of any Lien,
         including pursuant to any agreement or instrument referred to in clause
         (C) above, except as created or imposed hereunder or under the Security
         Agreement,  and no transaction  contemplated hereby requires compliance
         on its part  with any bulk  sales  act or  similar  law and (ii) do not
         require the  consent,  authorization  by or approval of or notice to or
         filing or registration with, any

 

                                                        11

<PAGE>



         governmental  body,  agency,  authority,  regulatory  body or any other
         Person other than those  referred to in Article III hereof,  which have
         been  obtained.  This Agreement has been duly executed and delivered by
         the  Company  and each  Seller and  constitutes  its  legal,  valid and
         binding  obligations  enforceable  against  it in  accordance  with its
         terms.  The  Subordinated  Note has been duly executed and delivered by
         the Company and  constitutes  its legal,  valid and binding  obligation
         enforceable  against it in  accordance  with its terms.  The  Preferred
         Stock has been duly authorized and against payment therefor as provided
         herein will be validly issued, fully paid and nonassessable.

                  (c) No  Proceedings.  There is no action,  suit or  proceeding
         pending or, to its knowledge  threatened against or affecting it or any
         of its subsidiaries before any court, governmental agency or arbitrator
         that  is  reasonably   likely  to  be  determined   adversely  to  such
         corporation and that, if so determined,  would materially and adversely
         affect its condition  (financial or otherwise),  business,  operations,
         properties or assets or that purports to affect the legality,  validity
         or  enforceability  of this  Agreement,  and  none of the  transactions
         contemplated  hereby is or is  threatened  to be restrained or enjoined
         (temporarily, preliminarily or permanently).

                  (d)  Accounting  Treatment.  It will not prepare any financial
         statements that shall account for the transactions contemplated hereby,
         nor  will  it  in  any  other  respect  account  for  the  transactions
         contemplated  hereby,  in  a  manner  that  is  inconsistent  with  the
         Company's ownership interest in the Receivables.

         SECTION 4.02.  Additional  Representations of the Sellers.  Each Seller
additionally represents and warrants as follows:

                  (a) Eligible  Receivables.  Each Receivable sold by any Seller
         hereunder  and  designated  on  a  Weekly  Report  to  be  an  Eligible
         Receivable  will be,  at its  respective  Purchase  Date,  an  Eligible
         Receivable.

                  (b) Sale of  Receivables.  Such  Seller is the sole  legal and
         beneficial  owner  of its  Receivables,  and  upon  the  sale  of  each
         Purchased  Receivable of such Seller,  the Company will become the sole
         legal and beneficial owner of the Purchased Receivables, free and clear
         of any Liens  (except for Liens  granted by such Seller in favor of the
         Company and the security interest in such Purchased Receivables granted
         by the Company to other Persons),  and no effective financing statement
         or other instrument  similar in effect covering all or any part of such
         Purchased  Receivable,  Related  Security or  Collections  with respect
         thereto will at such time be on file in any filing or recording  office
         except  such as have been filed in favor of the  Company in  accordance
         with this Agreement.

                  (c)  No  Material  Misstatements.   No  information,   report,
         financial  statement,  exhibit or schedule furnished by or on behalf of
         any Seller to the Company in  connection  with the  negotiation  of any
         Purchase Document or included therein or

 

                                                        12

<PAGE>



         delivered  pursuant  thereto  contained,  contains or will  contain any
         material  misstatement of fact or omitted,  omits or will omit to state
         any material  fact  necessary to make the  statements  therein,  in the
         light of the circumstances  under which they were, are or will be made,
         not misleading.  Any reaffirmation of the foregoing sentence is subject
         to any change in the facts and  conditions  on which such  information,
         report,  financial  statement,  exhibit  or  schedule  is based,  which
         changes  are  required or  permitted  under this  Agreement;  provided,
         however, that in all cases no information, report, financial statement,
         exhibit  or  schedule  furnished  by or on behalf of any  Seller to the
         Company in connection with the negotiation of any Purchase  Document or
         included therein or delivered  pursuant  thereto  contained at the time
         made any untrue  statement  of a  material  fact or omitted at the time
         made to state a material  fact (known to any such Person in the case of
         any  document  not  furnished  by it)  necessary  in  order to make the
         statement contained herein or therein not misleading.

                  (d)  Location  of  Office  and  Records.  The  chief  place of
         business and chief executive office of each Seller and the only offices
         where each Seller keeps all its books, records and documents evidencing
         Purchased Receivables are located at the locations listed on Schedule V
         hereto.

                  (e) Trade Names. Set forth opposite the name of each Seller in
         Schedule III is a complete and accurate list of the trade names used by
         such  Seller  during the  six-year  period  preceding  the date of this
         Agreement.

                  (f) Financial Statements. Each Seller has heretofore furnished
         to the  Company  copies  of  all  periodic  and  other  reports,  proxy
         statements  and other  materials  filed by BII or by any  member of the
         Parent Group or by it with the  Securities  and Exchange  Commission or
         with any national  securities  exchange  since  September 28, 1996. All
         financial  statements  contained  therein  present fairly the financial
         information contained therein as of the dates thereof and were prepared
         in  accordance  with  GAAP.  None of the  practices  set  forth  in the
         Policies conflict with GAAP.

                  (g)  No  Consent.   No  action,   consent  or   approval   of,
         registration  or filing  with or any other  action by any  Governmental
         Authority is or will be required in  connection  with the  transactions
         contemplated  by this  Agreement,  except  such as  have  been  made or
         obtained and are in full force and effect.

                  (h) Company Can Perform.  The Company has been  furnished with
         all materials and data necessary to permit immediate  collection of the
         Purchased  Receivables  without the participation of any Seller in such
         collection.

                  (i) No Adverse Change.  Since June 28, 1997, there has been no
         change in the  business,  operations,  properties,  assets or condition
         (financial or otherwise)  of BII and its  Subsidiaries  which has been,
         either in any case or in the aggregate,  materially  adverse to BII and
         its Subsidiaries taken as a whole, other than changes contemplated by

 

                                                        13

<PAGE>



         or  disclosed  in any of the  Purchase  Documents  or in any  Schedules
         attached thereto.

                  (j) No Previous Debt. Immediately prior to consummation of the
         transactions contemplated hereby on the Effective Date, the Company had
         no outstanding indebtedness to the Sellers, other than the Subordinated
         Note.

                  (k)  Accounts.  Set forth in  Schedule  IV is a  complete  and
         accurate  description  of  the  Concentration   Account,  each  Lockbox
         Account,  and each bank account  maintained by any of the Sellers,  the
         Servicer or the Company for the purpose of receiving  collections  with
         respect to  Purchased  Receivables.  There are no other  bank  accounts
         maintained  by any  of  such  corporations  for  any  such  or  similar
         purposes.  Each of the  Concentration  Bank Letter and the Lockbox Bank
         Letters continues to be the legal,  valid and binding obligation of the
         parties  thereto,  enforceable  against such parties in accordance with
         its  terms,  and each  Seller  acknowledges  that  all  cash and  other
         proceeds  of  the  Collateral  will  continue  to  be  deposited  in  a
         Collection  Account and are subject to the terms and conditions of this
         Agreement.

                  (l)  Solvency.  Both prior to and after  giving  effect to the
         transactions occurring on the Effective Date and after giving effect to
         each subsequent transaction  contemplated hereunder, (i) the fair value
         of the assets of such Seller at a fair  valuation will exceed the debts
         and liabilities, subordinated, contingent or otherwise, of such Seller;
         (ii) the present fair salable value of the property of such Seller will
         be greater  than the amount that will be  required to pay the  probable
         liability   of  such  Seller  on  its  debts  and  other   liabilities,
         subordinated,   contingent  or  otherwise,  as  such  debts  and  other
         liabilities become absolute and matured; (iii) such Seller will be able
         to  pay  its  debts  and  liabilities,   subordinated,   contingent  or
         otherwise,  as such debts and liabilities  become absolute and matured;
         and (iv) such  Seller will not have  unreasonably  small  capital  with
         which to conduct the  business in which it is engaged as such  business
         is now conducted and is proposed to be conducted. No Seller intends to,
         nor believes  that it will,  incur debts beyond its ability to pay such
         debts as they mature,  taking into account the timing of and amounts of
         cash to be  received  by it and the timing of the amounts of cash to be
         payable on or in respect of its indebtedness.

                                    ARTICLE V

                                    COVENANTS

         SECTION  5.01.  Affirmative  Covenants of the  Sellers.  So long as the
Company  shall  have any  interest  in any  Purchased  Receivable  or until  the
Purchase  Termination Date,  whichever is later,  each Seller shall,  unless the
Company otherwise consents in writing:

                  (a)         Statements, Reports, etc.  Deliver to the Company:

                              (i)  promptly  after  the  same  become   publicly

 

                                                        14

<PAGE>



                  available,  copies of all  periodic and other  reports,  proxy
                  statements and other materials filed by it with the Securities
                  and  Exchange  Commission,   or  any  governmental   authority
                  succeeding to any of or all the functions of said  Commission,
                  or with any national  securities  exchange,  or distributed to
                  its shareholders, as the case may be;

                              (ii)  concurrently  with any  delivery  of reports
                  under  (i)  above,  and  on  each  Monthly  Settlement  Date a
                  certificate of a Financial Officer, certifying such statements
                  and certifying that no Purchase Termination Event or Incipient
                  Purchase Termination Event has occurred,  or, if such an event
                  has occurred, specifying the nature and extent thereof and any
                  corrective  action  taken or proposed to be taken with respect
                  thereto; and

                              (iii)  promptly,  from  time to time,  such  other
                  information  regarding the  operations,  business  affairs and
                  financial  condition of such Seller,  or  compliance  with the
                  terms of any Purchase Document,  as the Company may reasonably
                  request.

         Each financial  statement of the Company will state that the Company is
a  separate  corporate  entity  with its own  separate  creditors  and that such
creditors will be entitled to be satisfied out of the Company's  assets prior to
any value in the Company  becoming  available to the Company's equity holders or
the creditors of such equity holders.

                  (b) Compliance with Laws, etc. Comply in all material respects
         with  all  applicable  laws,  rules,  regulations,  directions  of  any
         Governmental   Authority   and  orders   applicable  to  the  Purchased
         Receivables  where failure to so comply could reasonably be expected to
         have  an  adverse  impact  on the  amount  of  Collections  thereunder;
         provided,  however,  that  each of the  Sellers  may  contest  any act,
         regulation,  order,  decree or direction in any reasonable manner which
         shall not  adversely  affect the rights of the Company in the Purchased
         Receivables.  Each Seller will comply, in all material  respects,  with
         its obligations under contracts with Obligors relating to the Purchased
         Receivables.

                  (c)  Preservation  of Corporate  Existence.  Do or cause to be
         done all things necessary to preserve, renew and keep in full force and
         effect its legal existence and maintain such legal  existence  separate
         from that of the Company.

                  (d) Visitation  Rights.  At any reasonable  time during normal
         business hours and from time to time permit (i) the Company,  or any of
         its agents or  representatives,  (A) to examine  and make copies of and
         abstracts from the records,  books of account and documents  (including
         computer  tapes and disks) of each  Seller  relating  to the  Purchased
         Receivables   hereunder  and  (B)  following  the  termination  of  the
         appointment   of  BII  as  Servicer   with  respect  to  the  Purchased
         Receivables, to be present at the offices and properties of each Seller
         to administer and control the  Collection of the Purchased  Receivables
         and (ii) the Company, or any of its agents or representatives, to

 

                                                        15

<PAGE>



         visit the  properties of each Seller for the purpose of examining  such
         records,  books of account and  documents,  and to discuss the affairs,
         finances  and  accounts  of  each  Seller  relating  to  the  Purchased
         Receivables  or such  Seller's  performance  hereunder  with any of its
         officers  or  directors  and  with  its  independent  certified  public
         accountants.

                  (e)  Keeping of Records  and Books of  Account.  Maintain  and
         implement, or cause to be maintained or implemented, administrative and
         operating   procedures   reasonably  necessary  or  advisable  for  the
         collection of amounts owing on all Purchased  Receivables,  and,  until
         delivery to the  Company,  keep and  maintain,  or cause to be kept and
         maintained,  all  documents,   books,  records  and  other  information
         reasonably  necessary or advisable for the  collection of amounts owing
         on all such Purchased Receivables.

                  (f) Location of Records.  Keep its chief place of business and
         chief  executive  office,  and the  offices  where it keeps the records
         concerning  the  Purchased  Receivables  (and  all  original  documents
         relating  thereto)  at the  locations  referred to for it on Schedule V
         hereto or upon 30 days' prior  written  notice to the Company,  at such
         other locations in a jurisdiction  where all action required by Section
         5.01(r)  shall have been taken and  completed  and be in full force and
         effect.

                  (g) Computer  Files.  At its own cost and expense,  (i) retain
         the  electronic  ledger used by such  Seller as a master  record of the
         Obligors  and  copies of all  documents  relating  to each  Obligor  as
         custodian  for the  Company and other  Persons  with  interests  in the
         Purchased Receivables and (ii) mark the computer tape or other physical
         records of the Purchased  Receivables  to the effect that  interests in
         the  Purchased  Receivables  from time to time existing with respect to
         the Obligors  listed thereon have been conveyed to the Company and that
         the  Company  has sold an  interest  therein and has granted a security
         interest in the Company's retained interest therein.

                  (h) Policies.  Perform its  obligations in accordance with and
         comply in all material  respects  with the Policies and will not change
         or modify the Policies,  except  insofar as any change or failure so to
         comply or conform would not  adversely  affect the  Collections  or the
         amount and collections of Receivables or the timing and receipt thereof
         or the  rights or  interests  of the  Company  or if such  changes  are
         necessary  under  any  Requirement  of Law.  Except as  limited  by the
         preceding  sentence,  the Sellers shall be free to change the terms and
         provisions  of  the  Policies  in  a  commercially   reasonable  manner
         consistent  with prudent  commercial  practices.  In furtherance of the
         foregoing,  each Seller shall give the Company 10 days' advance  notice
         of any change in the Policies,  except that if such change is necessary
         under any  Requirement  of Law prior to the  expiration  of such 10-day
         period,  such Seller  shall give  advance  notice of any such change as
         soon as practicable.

                  (i) Weekly Reports and Monthly Settlement Statements.  Furnish
         to the Company (or provide to the Company such  information as shall be
         required by it to

 

                                                        16

<PAGE>



         prepare)  Weekly  Reports on each  Weekly  Settlement  Date and Monthly
         Settlement  Statements on each Monthly  Settlement  Statement  Date, as
         well as financial statements,  cash flow reports and other records that
         show the  performance  of the  Purchased  Receivables  and  such  other
         reports as may be reasonably requested by the Company.

                  (j)  Obligations  and Taxes.  Pay its  Indebtedness  and other
         material  obligations  promptly before the same shall become delinquent
         or in default and in accordance  with their terms and pay and discharge
         promptly  when due all material  taxes,  assessments  and  governmental
         charges or levies  imposed  upon it or upon its income or profits or in
         respect of its property  before the same shall become  delinquent or in
         default, as well as all lawful claims for labor, materials and supplies
         or  otherwise  that,  if  unpaid,  might  give rise to a Lien upon such
         properties or any part thereof;  provided,  however,  that such payment
         and  discharge  shall not be  required  with  respect  to 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
         such Seller shall have set aside on its books  adequate  reserves  with
         respect thereto.

                  (k) Collections. Instruct all Obligors in respect of Purchased
         Receivables to make any payments with respect to any  Receivables  only
         to a Lockbox Account or by wire transfer to the  Concentration  Account
         and comply in all material  respects  with  procedures  with respect to
         Collections specified from time to time by the Company.

                  (l) Furnishing Copies, etc. Furnish to the Company:

                              (i)  within  two  Business  Days of the  Company's
                  request,  a certificate of the chief financial officer of each
                  Seller  certifying,  as of the date thereof,  that no Purchase
                  Termination  Event referred to in Section 6.10(a) has occurred
                  and is continuing and setting forth the  computations  used by
                  the chief  financial  officer  of the  applicable  Seller,  in
                  making such determination;

                              (ii)  promptly  upon  obtaining  knowledge  of the
                  occurrence  of any  Purchase  Termination  Event or  Incipient
                  Purchase  Termination  Event,  written notice thereof  setting
                  forth details of such Purchase  Termination Event or Incipient
                  Purchase  Termination  Event  and a  statement  of  the  chief
                  financial officer of the applicable Seller,  setting forth the
                  action that such Seller proposes to
                  take or has taken with respect thereto;

                              (iii) promptly  following request  therefor,  such
                  other information,  documents, records or reports with respect
                  to the Purchased  Receivables or the conditions or operations,
                  financial  or  otherwise,  of the  applicable  Seller,  as the
                  Company may from time to time reasonably request;

                              (iv)  immediately  after the  occurrence  thereof,
                  written  notice of any event of default  or default  under any
                  other Purchase Document;

 

                                                        17

<PAGE>




                              (v)   promptly   upon  the  chief  legal   officer
                  obtaining  knowledge of (a) the institution of or nonfrivolous
                  threat  of  any   action,   suit,   proceeding,   governmental
                  investigation or arbitration  against or affecting such Seller
                  or (b) any  material  development  in any such  action,  suit,
                  proceeding,  governmental investigation or arbitration, which,
                  in either case, if adversely  determined  against such Seller,
                  might   materially   adversely   affect   (a)  the   business,
                  operations,   property,  assets  or  condition  (financial  or
                  otherwise) of such Seller,  (b) the validity or enforceability
                  of, or the ability of such  Seller to perform its  obligations
                  under,   the   Purchase   Documents   or  (c)  the   validity,
                  enforceability  or priority of Liens created by the grant of a
                  security interest in the Purchased  Receivables by the Company
                  to other Persons, written notice thereof;

                              (vi) written notice of any other  development that
                  has resulted in, or could  reasonably be anticipated to result
                  in, a material adverse effect on (a) the business, operations,
                  property,  assets or financial  condition of such Seller,  (b)
                  the  validity  or  enforceability  of, or the  ability of such
                  Seller  to  perform  its  obligations   under,   the  Purchase
                  Documents or (c) the validity,  enforceability  or priority of
                  Liens  created  by the  grant of a  security  interest  in the
                  Purchased Receivables to other Persons; and

                              (vii) promptly upon determining that any Purchased
                  Receivable   designated  as  an  Eligible  Receivable  on  the
                  applicable  Weekly Report was an  Ineligible  Receivable as of
                  the  date   provided   therefor,   written   notice   of  such
                  determination.

                  (m) Obligations with Respect to Obligors and Receivables. Take
         all actions on its part reasonably  necessary to maintain in full force
         and effect its rights  under all  contracts  relating to the  Purchased
         Receivables.

                  (n) Chattel Paper. (i) Maintain original copies of all chattel
         paper evidencing Receivables,  including any purchase agreement, at any
         of the  locations  specified  for such purpose on Schedule V; (ii) upon
         the  request of the  Company,  move and  thereafter  maintain  all such
         original  copies to a single  location;  (iii) upon the  request of the
         Company, deliver all such original copies to the Company; and (iv) take
         any  action,  at its  expense,  reasonably  requested  by  the  Company
         necessary or  desirable to protect or more fully  evidence any security
         interest granted by the Company in any chattel paper.

                  (o) Receivables  Processing  Facility;  Storage Facility.  BII
         shall  maintain the  facilities  from which it services  the  Purchased
         Receivables in such facilities,  present  condition,  ordinary wear and
         tear excepted,  or shall maintain  another facility of similar quality,
         security and safety as BII may select from time to time. BII shall make
         all property tax  payments,  lease  payments  and other  payments  with
         respect to such facility,

 

                                                        18

<PAGE>



         including  payments  in  respect  of any  indebtedness  secured by such
         facility,  whether BII shall be the  Servicer  or a Successor  Servicer
         shall  have been  appointed.  BII shall (i) ensure  that any  Successor
         Servicer shall have complete and unrestricted access, at BII's expense,
         to such facility and all  computers  and other systems  relating to the
         servicing of the  Purchased  Receivables,  (ii) use its best efforts to
         retain the employees  based at such  facility to provide  assistance to
         any Successor Servicer after the appointment of such Successor Servicer
         and (iii)  continue to store on a daily basis all backup files relating
         to the  Purchased  Receivables  and  the  servicing  of  the  Purchased
         Receivables at Burlington  Terminal,  Burlington,  North  Carolina,  or
         another storage facility of similar quality, security and safety as BII
         may select from time to time,  in the case of each of clauses (i), (ii)
         and (iii)  until the  earlier of (A) the payment in full in cash of the
         Advances and other amounts  payable to the Lenders,  (B) the receipt by
         the Company of all Collections in respect of all Purchased Receivables,
         and (c) the Successor  Servicer advising BII that it is able to perform
         its obligations under this Agreement without the assistance of BII.

                  (p)  Trade  Names.   Promptly   notify  the  Company  and  the
         Collateral Agent of any new trade names of any Seller.

                  (q) Responsibilities of the Sellers.  Notwithstanding anything
         herein  to  the  contrary,  (i)  each  Seller  shall  perform  all  its
         obligations under the Policies related to the Purchased  Receivables to
         the  same  extent  as  if  such  Purchased  Receivables  had  not  been
         transferred to the Company hereunder,  (ii) the exercise by the Company
         of any of its  rights  hereunder  shall not  relieve  any Seller of its
         obligations with respect to such Purchased  Receivables (other than the
         obligations  of BII as  Servicer  if the  Company  has  terminated  the
         appointment  of BII as the  Servicer)  and (iii)  except as provided by
         law,  the  Company  shall not have any  obligation  or  liability  with
         respect  to  any  Purchased  Receivables,  nor  shall  the  Company  be
         obligated  to perform  any of the  obligations  or duties of any Seller
         thereunder.

                  (r)         Further Action.  In addition to the foregoing:

                              (i) Each Seller  agrees that from time to time, at
                  its expense,  it will promptly execute and deliver all further
                  instruments and documents,  and take all further action,  that
                  may be  necessary or  desirable  in such  Seller's  reasonable
                  judgment or that the Company may reasonably  request, in order
                  to protect or more fully evidence the Company's  right,  title
                  and interest in the  Purchased  Receivables,  or to enable the
                  Company to  exercise  or enforce  any of its rights in respect
                  thereof.  Without  limiting the  generality of the  foregoing,
                  each  Seller  will upon the request of the Company (A) execute
                  and  file  such  financing  or  continuation  statements,   or
                  amendments thereto,  and such other instruments or notices, as
                  may be necessary or, in the opinion of the Company, advisable,
                  (B)  indicate  on its books  and  records  that the  Purchased
                  Receivables have been purchased by the Company, and provide to
                  the Company, upon request, copies of any such records, and (C)
                  obtain the agreement of any Person having a Lien on

 

                                                        19

<PAGE>



                  any  Receivables  owned  by any  Seller  (other  than any Lien
                  created or imposed hereunder or under the Security  Agreement)
                  to release such Lien upon the purchase of any such Receivables
                  by the Company.

                              (ii) Each Seller hereby irrevocably authorizes the
                  Company  to  file  one  or  more  financing  or   continuation
                  statements,  and  amendments  thereto,  relative to all or any
                  part of the Purchased  Receivables  sold or to be sold by such
                  Seller without the signature of such Seller.

                              (iii) If any Seller  fails to  perform  any of its
                  agreements or obligations  under this  Agreement,  the Company
                  may  (but  shall  not  be  required  to)  perform,   or  cause
                  performance  of,  such  agreements  or  obligations,  and  the
                  expenses of the Company incurred in connection therewith shall
                  be payable by such Seller as provided in Section 9.05.

                              (iv) Each  Seller  agrees  that,  whether or not a
                  Purchase Termination Event has occurred:

                                    (A) the Company  (and its  assignees)  shall
                              have  the  right  at any  time to (x)  notify  the
                              respective  Obligors of the Company's ownership of
                              the  Purchased  Receivables  and may  direct  that
                              payment of all  amounts due or to become due under
                              the Purchased  Receivables be made directly to the
                              Company or its  designee  or (y) give  notice,  or
                              require that any Seller, at such Seller's expense,
                              as the case may be, give notice, of such ownership
                              to each such  Obligor and direct that all payments
                              be made directly to the Company or its designee;

                                    (B) the Company  (and its  assignees)  shall
                              have the  right to (x) sue for  collection  on any
                              Purchased  Receivables  or (y) sell any  Purchased
                              Receivables  to any  Person  for a  price  that is
                              acceptable  to the  Company.  If  required  by the
                              terms of Sections  9-504 or 9-505 of the UCC,  the
                              Company (and its  assignees) may offer to sell any
                              Purchased Receivable to any Person,  together,  at
                              its option,  with all other Receivables created by
                              the Obligor under such Purchased  Receivable.  Any
                              such  Purchased  Receivable  shall  cease  to be a
                              Receivable  for all purposes  under this Agreement
                              as of the effective date of such sale;

                                    (C) each Seller  shall,  upon the  Company's
                              request  and at  such  Seller's  expense,  or upon
                              termination of the Company's  obligations pursuant
                              to Section  6.01,  (x) assemble all such  Seller's
                              documents,    instruments    and   other   records
                              (including  credit  files  and  computer  tapes or
                              disks)  that  (1)  evidence  or will  evidence  or
                              record Receivables sold by such Seller and (2) are
                              otherwise necessary or desirable to effect

 

                                                        20

<PAGE>



                              Collections   of   such   Purchased    Receivables
                              (collectively,  the  "Documents")  and (y) deliver
                              the  Documents to the Company or its designee at a
                              place designated by the Company;

                                    (D)   each   Seller    hereby    irrevocably
                              authorizes the Company or its designee to take any
                              and all  steps in such  Seller's  name and on such
                              Seller's  behalf  necessary or  desirable,  in the
                              reasonable opinion of the Company,  to collect all
                              amounts  due  under  the  Purchased   Receivables,
                              including  endorsing  such Seller's name on checks
                              and other  instruments  representing  collections,
                              enforcing the Purchased Receivables and exercising
                              all rights and remedies in respect thereof; and

                                    (E) upon  request  of the  Company,  or upon
                              termination of the Company's  obligations pursuant
                              to Section  6.01,  each Seller will (x) deliver to
                              the  Company  all   licenses,   rights,   computer
                              programs, related material, computer tapes, disks,
                              cassettes  and  data  necessary  to the  immediate
                              collection  of the  Purchased  Receivables  by the
                              Company,  or a party  designated  by the  Company,
                              with or without  the  participation  of any Seller
                              and (y) make such arrangements with respect to the
                              collection of the Purchased  Receivables as may be
                              reasonably required by the Company.

         SECTION 5.02. Negative Covenants of the Sellers. So long as the Company
shall have any  interest  in any  Purchased  Receivables  or until the  Purchase
Termination Date shall have occurred, whichever is later, each Seller shall not,
unless the Company otherwise consents in writing:

                  (a) Liens.  Except as otherwise herein provided,  sell, assign
         (by operation of law or  otherwise) or otherwise  dispose of, or create
         or  suffer to exist any Lien upon or with  respect  to,  any  Purchased
         Receivables, or assign any right to receive proceeds in respect thereof
         except for Liens  created or imposed  hereunder  or under the  Security
         Agreement.

                  (b) Extension or Amendment of  Receivables.  Extend,  amend or
         otherwise modify,  or attempt or purport to extend,  amend or otherwise
         modify,  the terms of any Purchased  Receivables,  except in accordance
         with the terms of the Policies.

                  (c) Change in Payment  Instructions to Obligors.  Instruct the
         Obligors of any Purchased Receivables to make any payments with respect
         to any Receivables  other than to a Lockbox Account or by wire transfer
         to the Concentration Account.

                  (d) Change in Name.  Change its name,  identity  or  corporate
         structure  in any  manner  which  would  or might  make  any  financing
         statement  or  continuation   statement   relating  to  this  Agreement
         seriously misleading within the meaning of Section

 

                                                        21

<PAGE>



         9-402(7) of the UCC.

                  (e)  Modification  of Ledger.  Delete or otherwise  modify the
         marking on the electronic ledger referred to in Section 5.01(g).

                  (f) Accounting of Purchases.  Prepare any financial statements
         which shall  account for the  transactions  contemplated  hereby (other
         than  capital  contributions  contemplated  hereby) in any manner other
         than as  sales  of the  Purchased  Receivables  by such  Seller  to the
         Company or in any other respect  account for or treat the  transactions
         contemplated hereby (including for accounting purposes and, where taxes
         are not consolidated, for tax reporting purposes, except as required by
         law)  (other than  capital  contributions  contemplated  hereby) in any
         manner other than as sales of the Purchased  Receivables by such Seller
         to the Company.

                                   ARTICLE VI

                           PURCHASE TERMINATION EVENTS

         SECTION  6.01.  Purchase  Termination  Events.  If any of the following
events (each, a "Purchase Termination Event") shall occur and be continuing:

                  (a) any  representation  or warranty made or deemed made by or
         on behalf of any Seller under or in connection  with this  Agreement or
         any Settlement  Report or other  information or report delivered by any
         Seller  pursuant  hereto shall prove to have been false or incorrect in
         any material respect when made or deemed made;

                  (b) any Seller  shall fail to (i) perform or observe any term,
         covenant or agreement contained in Section 5.01(c),  5.01(f),  5.01(g),
         5.01(h),  5.01(i),  5.01(k),  5.01(l), or 5.01(n),  5.01(o), 5.01(p) or
         5.01(r) or Section  5.02 or (ii) make any payment or deposit to be made
         by it hereunder when the same becomes due and payable;

                  (c) any Seller  shall  fail to  perform  or observe  any other
         term,  covenant or agreement contained in this Agreement on its part to
         be performed or observed and any such failure  shall remain  unremedied
         for ten days;

                  (d) any Purchase  Document shall cease to be in full force and
         effect or the Liquidity  Commitments  shall have been  terminated or an
         "Amortization Event" shall have occurred under the Loan Agreement;

                  (e) (i) a court  having  jurisdiction  in the  premises  shall
         enter a decree  or order  for  relief in  respect  of any  Seller in an
         involuntary   case  under  the   Bankruptcy   Code  or  any  applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         which decree or order is not stayed,  or any other similar relief shall
         be  granted  under  any  applicable  federal  or  state  law or (ii) an
         involuntary case is commenced against any Seller

 

                                                        22

<PAGE>



         under any applicable bankruptcy, insolvency or other similar law now or
         hereafter  in  effect;   or  a  decree  or  order  of  a  court  having
         jurisdiction  in  the  premises  for  the  appointment  of a  receiver,
         liquidator,  sequestrator,  trustee,  custodian or other officer having
         similar  powers over Seller,  or over all or a substantial  part of its
         respective  property,  shall have been entered; or an interim receiver,
         trustee or other custodian of any Seller for all or a substantial  part
         of its respective property is involuntarily  appointed; or a warrant of
         attachment,   execution  or  similar  process  is  issued  against  any
         substantial part of the property of any Seller,  and the continuance of
         any such events in subclause (ii) for 60 days unless dismissed,  bonded
         or discharged;

                  (f) any Seller  shall have an order for  relief  entered  with
         respect to it or shall  commence a voluntary  case under the Bankruptcy
         Code or any applicable bankruptcy,  insolvency or other similar law now
         or hereafter in effect,  or shall  consent to the entry of an order for
         relief in an  involuntary  case, or to the conversion of an involuntary
         case to a voluntary  case,  under any such law, or shall consent to the
         appointment  of or taking  possession  by a receiver,  trustee or other
         custodian for all or a substantial part of its property;  or the making
         by any Seller of any  assignment  for the benefit of creditors;  or the
         inability or failure of any Seller,  or the  admission by any Seller in
         writing of its  inability to pay its debts as such debts become due; or
         the Board of Directors of any Seller (or any committee  thereof) adopts
         any  resolution  or otherwise  authorizes  action to approve any of the
         foregoing;

then,  and in any such event,  the Company may, by notice to each Seller declare
its  obligation  to  acquire  Receivables  from such  Seller  to be  terminated,
whereupon such obligation shall forthwith be terminated; provided, however, that
upon the  occurrence  of a Termination  Event  described in paragraph (e) or (f)
above or upon  termination  of the  Liquidity  Commitments  pursuant to the Loan
Agreement,  the Company's  obligations to purchase  Receivables from the Sellers
will automatically  terminate without notice to any of the Sellers (which notice
is hereby waived by each of the Sellers).

         SECTION 6.02.  Remedies.  If a Purchase  Termination Event has occurred
and is continuing the Company (and its  assignees)  shall have all of the rights
and remedies provided to a secured creditor or a purchaser of accounts under the
UCC by applicable law in respect thereto.

                                   ARTICLE VII

                                 INDEMNIFICATION

         SECTION 7.01.  Indemnities by the Sellers.  Without  limiting any other
rights that the Company may have under this Agreement or under  applicable  law,
each Seller  hereby agrees to indemnify the Company from and against any and all
claims,  losses and liabilities  (including reasonable attorneys' fees) (all the
foregoing being collectively  referred to as "Indemnified  Amounts") arising out
of, resulting from or based on the  arrangements  created by, this Agreement and
the actions of the  Servicer in its capacity as the  Servicer,  or in respect of

 

                                                        23

<PAGE>



any Ineligible Receivable, excluding, however, Indemnified Amounts to the extent
resulting  from  gross  negligence  or  willful  misconduct  on the  part of the
Company.  Without limiting or being limited by the foregoing,  each Seller shall
pay on demand to the Company  any and all amounts  necessary  to  indemnify  the
Company from and against any and all Indemnified  Amounts (without  duplication)
relating to or resulting from:

                  (a) the sale of any Purchased Receivable of any Seller that is
         designated  on the  next  Weekly  Report  following  the  sale to be an
         Eligible  Receivable and is determined to have been at the date of such
         sale  an  Ineligible  Receivable  or any  Receivable  which  thereafter
         becomes subject to a Dilutive Credit;

                  (b) reliance on any representation or warranty (other than any
         representation or warranty  contained in Sections  4.02(c),  4.02(f) or
         4.02(i) to the  extent any such  representation  or  warranty  does not
         relate to the  Receivables)  or  statement  made or deemed  made by any
         Seller  (or any of its  officers)  under  or in  connection  with  this
         Agreement,  in any certificate  delivered pursuant to this Agreement or
         in any other  Transaction  Document  that,  shall  have  been  false or
         incorrect in any material respect when made or deemed made;

                  (c) the  failure by any Seller to comply  with any  applicable
         law, rule or regulation  with respect to any Purchased  Receivable,  or
         the  nonconformity of any Receivable with any such applicable law, rule
         or regulation;

                  (d) the  failure  to  have  filed,  or any  delay  in  filing,
         financing  statements or other similar  instruments or documents  under
         the UCC of any applicable  jurisdiction  or other  applicable laws with
         respect to any Purchased Receivables;

                  (e)  any  dispute,   claim,  offset  or  defense  (other  than
         discharge in  bankruptcy  of the Obligor) of the Obligor to the payment
         of  any  Purchased   Receivable  of  any  Seller  (including,   without
         limitation,  a defense based on such  Purchased  Receivable not being a
         legal, valid and binding obligation of such Obligor enforceable against
         it in accordance with its terms or any other event or circumstance that
         would give rise to a Dilutive Credit) or any other claim resulting from
         the sale of the  merchandise or services  related to any such Purchased
         Receivable or the furnishing or failure to furnish such  merchandise or
         services;

                  (f) any  failure  of any  Seller  to  perform  its  duties  or
         obligations under this Agreement;

                  (g)  any  products  liability  claim  arising  out  of  or  in
         connection with merchandise,  insurance or service that are the subject
         of any Receivable;

                  (h) the commingling of Collections of Purchased Receivables at
         any time with other funds;

 

                                                        24

<PAGE>




                  (i) any investigation,  litigation or proceeding in respect of
         this Agreement or any Receivable;

                  (j) the payment by the Company of any taxes owed by any of the
         Sellers,  including federal,  state or local income taxes, excise taxes
         or business taxes; or

                  (k) any current or future intangible  property taxes,  charges
         or  similar  levies  imposed  on the  Company or any Person to whom the
         Company has an  indemnification  obligation  with respect  thereto that
         arise from or otherwise  relate to the ownership of the  Receivables or
         any interest therein.

Notwithstanding the foregoing, no Seller shall under any circumstances indemnify
the Company for any Indemnified Amounts that result from a default by an Obligor
with respect to any Receivables,  other than as described in clause (e) above or
resulting  from the  circumstances  described  in clause (a) or (f)  above.  The
indemnity  under  clause  (a) above  shall on any day equal (x) with  respect to
Receivables  that have  become  subject to  Dilutive  Credits  on such day,  the
aggregate  amount  of  any  such  Dilutive  Credits  and  (y)  with  respect  to
Receivables  that  have  been  determined  on such day to have  been  Ineligible
Receivables  at the date of sale  thereof,  the lesser of (a) the face amount of
such  Ineligible  Receivables  and (b) the difference  between (i) the aggregate
amount of outstanding  payment  obligations of the Company pursuant to the terms
of the Loan  Agreement  (other than payment  obligations  to  Affiliates  of the
Company) and (ii) the aggregate  amount of cash  Collections  that are available
for  distribution  on  such  day  from  the  Collection  Deposit  Account.   All
Indemnified  Amounts paid to the Company  shall be  deposited in the  Collection
Deposit Account for application pursuant to the terms thereof.

         SECTION 7.02.  Indemnities by the Company.  Without  limiting any other
rights that any Seller may have hereunder or under  applicable  law, the Company
hereby  agrees to  indemnify  each  Seller  from and against any and all claims,
losses and liabilities  (including reasonable attorneys' fees) arising out of or
resulting  from any breach of contract by the Company or such Seller's  reliance
on any representation or warranty made by the Company in this Agreement,  in any
certificate  delivered  pursuant to this  Agreement or in any other  Transaction
Document that,  shall have been false or incorrect in any material  respect when
made or deemed made.

                                  ARTICLE VIII

                       SUBORDINATED NOTE; PREFERRED STOCK

         SECTION  8.01.  Subordinated  Note.  The  Company  has  issued to BII a
subordinated  note  substantially  in the form of Exhibit C  (together  with any
amendments  or   modifications   thereto  and  or  replacements   thereof,   the
"Subordinated Note"). The aggregate principal amount of the Subordinated Note at
any time shall be equal to the  difference  between (a) the aggregate  principal
amount of the  issuance  of and each  addition to the  principal  amount of such
Subordinated  Note (or a  predecessor  Subordinated  Note  under the Prior  Sale
Agreement)

 

                                                        25

<PAGE>



pursuant  to the terms of  Section  2.03 minus (b) the  aggregate  amount of all
payments made in respect of the principal of such Subordinated  Note;  provided,
that  Subordinated  Note may be increased on any day only to the extent that the
aggregate  principal  amount of the  Subordinated  Note  outstanding on such day
shall not exceed an amount equal to the result of (a) the  Borrowing  Base minus
Aggregate  Outstandings;  plus (b) the result of 25%  multiplied by the Required
Reserves,  calculated  using the information set forth on the most recent Weekly
Report.  Interest on the principal amount of the Subordinated  Note shall accrue
on the last day of each fiscal month at the "Prime Rate" as published  from time
to time in the  Wall  Street  Journal  plus 3% from  and  including  the date of
issuance thereof and shall be paid on each Monthly  Settlement Date with respect
to amounts accrued and not paid as of the last day of the preceding fiscal month
and/or the  Maturity  Date;  provided  that such  interest may be prepaid at any
time.  Principal  not  prepaid  pursuant  to the terms  hereof  and of the other
Purchase Documents shall be payable on the Maturity Date. Default in the payment
of  principal or interest  under the  Subordinated  Note shall not  constitute a
Purchase  Termination  Event hereunder or an  Amortization  Event under the Loan
Agreement.

         SECTION 8.02.  Preferred Stock. The Company may issue to each Seller or
to BII shares of  Preferred  Stock on each  Payment  Date.  The  dividend  rate,
redemption price and liquidation  preference of the Preferred Stock shall be set
forth in the  resolutions of the Board of Directors of the Company in respect of
the Preferred Stock (the "Certificate of Designation").

         SECTION  8.03.  Restructuring  on  Transfer  of  Subordinated  Note and
Preferred Stock. None of the Subordinated Note and Preferred Stock, or any right
of  BII  to  receive  payments  thereunder,  shall  be  assigned,   transferred,
exchanged, pledged,  hypothecated,  participated or otherwise conveyed except as
contemplated pursuant to the terms of the BII Credit Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.01. Amendments,  Etc. No amendment or waiver of any provision
of this Agreement, or consent to any departure by any Seller therefrom, shall in
any event be  effective  unless the same  shall be in writing  and signed by the
Company and then such waiver or consent shall be effective  only in the specific
instance and for the specific purpose for which given.

         SECTION 9.02.  Notices,  Etc. 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,  telexed or sent by United
States  mail and shall be deemed to have been  given when  delivered  in person,
receipt of telecopy or telex or four  Business  Days after  depositing it in the
United States mail,  registered or certified,  with postage prepaid and properly
addressed.  For the purposes hereof,  the addresses of the parties hereto (until
notice of a change  thereof is delivered as provided in this Section 9.02) shall
be:

                  (a) if to the  Company,  to it at 2775  Highway 40,  Suite No.

 

                                                        26

<PAGE>



         522,  P.O.  Box 1449,  Verdi,  Nevada  84939-1449,  Attention:  General
         Counsel; and

                  (b) if to a Seller,  to it at its address (or telecopy number)
         set forth in Schedule VI.

         SECTION  9.03.  No  Waiver;  Remedies.  No  failure  on the part of the
Company to exercise, and no delay in exercising,  any right under this Agreement
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such right preclude any other or further exercise thereof or the exercise of
any other right.  The remedies  herein provided are cumulative and not exclusive
of any remedies provided by law.

         SECTION 9.04.  Binding  Effect;  Governing  Law. This  Agreement  shall
become  effective  when it shall  have been  executed  by the  Company  and each
Seller.  From and after the date this Agreement shall have so become  effective,
this Agreement shall be binding upon and inure to the benefit of the Company and
each Seller and their respective successors assigns, except that no Seller shall
the right to assign its rights  hereunder  or any  interest  herein  without the
prior written consent of the Company. This Agreement shall create and constitute
the continuing  obligations of the parties hereto in accordance  with its terms,
and shall  remain in full force and effect  until such time,  after the Purchase
Termination  Date,  as the Company  shall not have any interest in any Purchased
Receivables;  provided,  however, that the indemnification provisions of Article
VII shall be continuing  and shall survive any  termination  of this  Agreement.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS
OF THE STATE OF NEW YORK,  EXCEPT TO THE EXTENT THAT THE VALIDITY OR  PERFECTION
OF THE COMPANY'S INTEREST IN THE ELIGIBLE RECEIVABLES,  OR REMEDIES HEREUNDER IN
RESPECT  THEREOF,  MAY BE GOVERNED BY THE LAWS OF A JURISDICTION  OTHER THAN THE
STATE OF NEW YORK.

         SECTION 9.05.  Costs,  Expenses and Taxes. In addition to the rights of
indemnification  granted to the Company under  Article VII, the Sellers  jointly
and severally  agree to pay on demand all  reasonable  costs and expenses of the
Company in  connection  with the  preparation,  execution  and  delivery of this
Agreement  and the  documents  to be  delivered  hereunder,  including,  without
limitation,  the reasonable fees and  out-of-pocket  expenses of counsel for the
Company with respect  thereto and with respect to advising the Company as to its
rights and remedies under this Agreement and all costs and expenses  (including,
without  limitation,  reasonable counsel fees and expenses),  in connection with
the enforcement (whether through  negotiations,  legal proceedings or otherwise)
of this Agreement and the documents to be delivered hereunder. In addition, each
Seller jointly and severally agrees to pay any and all stamp and other taxes and
fees  payable or  determined  to be payable in  connection  with the  execution,
delivery,  filing and recording of this  Agreement or the other  documents to be
delivered hereunder, and agree to hold the Company harmless from and against any
and all  liabilities  with respect to or  resulting  from any delay in paying or
omitting to pay such taxes and fees.


 

                                                        27

<PAGE>



         SECTION 9.06. Headings. Section headings and the Table of Contents used
in this Agreement are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.

         SECTION 9.07.  Grant of License to Use Patents and Trademarks.  For the
purpose of enabling the Company or a Successor Servicer to perform the functions
of servicing and collecting the Receivables upon a Purchase  Termination  Event,
each  Seller  hereby  grants to the  Company and shall be deemed to grant to any
Successor Servicer an irrevocable,  non-exclusive  license  (exercisable without
payment of royalty or other  compensation  to either Seller) to use,  license or
sublicense  any patent,  copyright,  trade name,  trademark or similar rights or
properties now owned or hereafter  acquired by either  Seller,  and whenever the
same may be located,  and  including  in such license  reasonable  access to all
media in which any of the  licensed  items may be  recorded or stored and to all
computer and automatic  machinery software and programs used for the compilation
or printout thereof. The aforementioned servicing and collecting functions shall
be performed in accordance  with  customary  business  practices and in a manner
which will not  materially  adversely  affect any of such  licenses  or licensed
items.

         SECTION 9.08.  Acknowledgment  of  Transaction  Documents.  Each Seller
hereby  acknowledges and consents to the execution,  delivery and performance of
the Loan Agreement, the Security Agreement, the Facility Agreement and the other
Transaction  Documents  and the grant of a security  interest  in the  Company's
interest in the Receivables to the Collateral Agent. Each Seller agrees that any
successor in the interest of the Company to the Receivables and Related Security
may enforce this Agreement to the same extent as the Company.

         SECTION 9.09.  Waiver of Jury Trial.  Each party hereto waives,  to the
fullest extent  permitted by applicable law, any right it may have to a trial by
jury in respect of any litigation  directly or indirectly  arising out of, under
or in connection with this Agreement.

         SECTION  9.10.  Severability.  In the  event  any  one or  more  of the
provisions  contained  in this  Agreement  should be held  invalid,  illegal  or
enforceable 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.

         SECTION 9.11. Counterparts. This Agreement and any amendments, waivers,
consents or  supplements  may be executed in any number of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed and delivered  shall be deemed an original,  but all such  counterparts
together  shall  constitute  but one and the same  instrument.  Delivery  of any
executed  counterpart  of any  signature  page to this  Agreement  by  facsimile
transmission  shall be effective as delivery of a manually executed  counterpart
of this Agreement.

         SECTION  9.12.  Jurisdiction;  Consent to Service of Process.  (a) Each

 

                                                        28

<PAGE>



Seller  hereby  irrevocably  and  unconditionally  submits,  for  itself and its
property,  to the  nonexclusive  jurisdiction  of any New  York  State  court or
Federal court of the United States of America  sitting in New York City, and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this  Agreement,  or for recognition or enforcement of any judgment,
and each of the parties hereto hereby  irrevocably  and  unconditionally  agrees
that all  claims in respect of any such  action or  proceeding  may be heard and
determined  in such New York State or, to the extent  permitted  by law, in such
Federal  court.  Each of the parties  hereto agrees that a final judgment in any
such  action or  proceeding  shall be  conclusive  and may be  enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

         (b) Each Seller hereby irrevocably and  unconditionally  waives, to the
fullest extent it may legally and effectively do so, any objection it may now or
hereafter have to the laying of venue of any suit, action or proceeding  arising
out of or relating  to this  Agreement  in any New York State or Federal  court.
Each of the parties  hereto hereby  irrevocably  waives,  to the fullest  extent
permitted by law, the defense of an  inconvenient  forum to the  maintenance  of
such action or proceeding in any such court.

         (c) Each party to this  Agreement  irrevocably  consents  to service of
process in the manner  provided  for  notices in Section  9.02.  Nothing in this
Agreement  will affect the right of any party of this Agreement to serve process
in any other manner permitted by law.


 

                                                        29

<PAGE>



                  IN WITNESS  WHEREOF,  each Seller and the Company  have caused
this  Agreement  to be  executed by their  respective  officers  thereunto  duly
authorized as of the day and year first above written.

                          B.I. FUNDING, INC.,

                            by:    /s/Mary Ellen Ramseyer

                               Name:  Mary Ellen Ramseyer
                               Title:  Assistant Secretary

                          BURLINGTON INDUSTRIES, INC.,
                          individually and as a Servicer,

                            by:     /s/Lynn L. Lane

                               Name:   Lynn L. Lane
                               Title:  Vice President, Treasurer
                                       and Investor Relations

                          B.I. TRANSPORTATION, INC.,

                            by:     /s/Lynn L. Lane

                               Name:   Lynn L. Lane
                               Title:  Vice President and Treasurer


                          BURLINGTON FABRICS 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



 


<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



 


<PAGE>



                                   SCHEDULE I


                               B.I. FUNDING, INC.

                               BOARD OF DIRECTORS

                              Barbara K. Eisenberg
                                  Lynn L. Lane
                             Charles E. Peters, Jr.
                               Roy M. Phipps, Jr.
                               Mary Ellen Ramsayer
                               Kenneth E. Tutterow

                                    OFFICERS

         Charles E. Peters, Jr.             President
         John D. Englar                     Senior Vice President
         Barbara K. Eisenberg               Vice President and Secretary
         Lynn L. Lane                       Vice President and Treasurer
         Robert A. Wicker                   Vice President, General Counsel and
                                             Assistant Secretary
         Mary Ellen Ramsayer                Assistant Secretary and Assistant
                                             Treasurer
         Randall A. Hanson                  Assistant Secretary
         Roy M. Phipps, Jr.                 Assistant Treasurer




 


<PAGE>



                                   SCHEDULE II


                        Fiscal Months and Fiscal Quarters


                                  See attached.


 


<PAGE>



                                  SCHEDULE III

                           BURLINGTON INDUSTRIES, INC.

                            UNITED STATES TRADENAMES


AMERICAN LIFESTYLES
B.I.T.
B.I. TRANSPORTATION, INC.
BURLINGTON
BURLINGTON DENIM
BURLINGTON FABRICS
BURLINGTON GLOBAL DENIM
BGD
BURLINGTON HOUSE
BURLINGTON HOUSE AREA RUGS and BHAR
BURLINGTON INTERNATIONAL TRAFFIC
BURLINGTON APPAREL SERVICES
BURLINGTON KNITTED FABRICS
BURLINGTON MADISON YARN
BURLINGTON MENSWEAR
BURLINGTON MS.
BURLINGTON SPORTSWEAR
BURLINGTON WORLDWIDE
CHARM-TRED
KLOPMAN
LEES
LEES CARPETS
MONTICELLO
RAEFORD

 


<PAGE>



                                   SCHEDULE IV
                                    Accounts


1.)      Ms. Veronica Smith                          Account #71-49484
         Lockbox Processing Manager                  Box #96217 - Chicago
         Bank of America, N.A.                       Box #96217 - Los Angeles
         840 S. Canal Street
         6th Floor
         Chicago, IL 60293
         Phone: (312) 974-0686
         Fax: (312) 828-2391

2.)      Mr. Nick Fulginiti                          Account #0105-2064
         Vice President                              Box #8500-S2485
         Corestates Financial
         FC 1-2-11-7
         P.O. Box 7618
         Philadelphia, PA 19101-7618
         Phone: (215) 973-5792
         Fax: (215) 786-8529

3.)      Mr. Haywood Edmundson
         Senior Vice President
         Wachovia Bank, N.A.
         100 North Main Street
         Winston-Salem, NC 27150-7202
         Phone: (910) 732-7614
         Fax: (910) 732-6935

4.)      Mr. Michael Lewis                           Account #3562-014671
         Customer Support Supervisor                 Box #75080
         Wachovia Lockbox Services
         P.O. Box 31608
         Charlotte, NC 28231
         Phone: (704) 548-4172
         Fax: (704) 548-4159

5.)      Ms. Sally Perkins                           Account #3562-014671
         Customer Service Manager                    Box #101876
         Wachovia Lockbox Services
         3585 Atlanta Avenue
         Hapeville, GA 30354
         Phone: (404) 559-2552
         Fax: (404) 559-2562


 


<PAGE>



                                   SCHEDULE V
                               Location of Records


Chief place of business and chief  executive  office for BII, BTI, BFI, BASC and
BISC:

         3330 West Friendly Avenue
         Greensboro, North Carolina 27410

Chief place of business and chief executive office for Bacova:

         1 Main Street
         Bacova, Virginia 24412

Offices where all books, records and documents evidencing Purchases  Receivables
are located:


BII
3330 West Friendly Avenue                    Monticello Plant
Greensboro, North Carolina 27410             Monticello, Arkansas
Reidsville Drapery Plant                     Mayfair Plant
Reidsville, North Carolina                   Burlington, North Carolina
Burlington House Plant                       1345 Avenue of the Americas
Burlington, North Carolina                   New York, New York 10105
Clarksville Plant                            Burlington Terminal 1/
                                                                 - 
Clarksville, Virginia                        Burlington, North Carolina
Hurt Plant                                   Burlington Terminal
Altavista, Virginia                          Burlington, North Carolina
Statesville Plant                            1345 Avenue of the Americas
Statesville, North Carolina                  New York, New York 10105
Plant Sedgefield
Jamestown, North Carolina
BTI
---
3330 West Friendly Avenue
Greensboro, North Carolina 27410
BFI
---
3330 West Friendly Avenue
Greensboro, North Carolina 27410

--------
 1/       No chattel paper is located in this facility.

 


<PAGE>




BASC
3330 West Friendly Avenue
Greensboro, North Carolina 27410
BISC
3330 West Friendly Avenue
Greensboro, North Carolina 27410
Bacova
3330 West Friendly Avenue
Greensboro, North Carolina 27410

1 Main Street
Bacova, Virginia  24412



 


<PAGE>



                                   SCHEDULE VI
                                     Notices


                           Burlington Industries, Inc.
                            3330 West Friendly Avenue
                            Greensboro, NC 27410
                           Attention: General Counsel


                            Burlington Fabrics, Inc.
                            3330 West Friendly Avenue
                            Greensboro, NC 27410
                           Attention: General Counsel


                            B.I. Transportation, Inc.
                            3330 West Friendly Avenue
                            Greensboro, NC 27410
                           Attention: General Counsel


                            Burlington Apparel Services Company
                            3330 West Friendly Avenue
                            Greensboro, NC 27410
                           Attention: General Counsel


                            Burlington International Services Company
                            3330 West Friendly Avenue
                            Greensboro, NC  27410
                           Attention: General Counsel


                             The Bacova Guild, Ltd.
                             3330 West Friendly Avenue
                             Greensboro, NC  27410
                           Attention: General Counsel





 


<PAGE>



                               B.I. FUNDING, INC.

                          Monthly Settlement Statement



Monthly Settlement Statement

Fiscal Period Beginning

Fiscal Period Ending













         The undersigned, a Financial Officer of Burlington Industries, Inc., as
Servicer is delivering  this Monthly  Settlement  Statement  pursuant to (i) the
Amended and Restated  Facility  Agreement,  dated as of December 10, 1997, among
B.I. Funding Inc. (the "Company"), Burlington Industries, Inc., as Servicer, and
Wachovia Bank, N.A.  ("Wachovia"),  as Agent and Collateral  Agent, and (ii) the
Loan Agreement, dated as of December 10, 1997 (the "Loan Agreement"),  among the
Company,  the financial  institutions  as are or may become parties thereto (the
"Liquidity  Lenders") and Wachovia,  as Agent for the Lenders.  The  undersigned
certifies that (i) the attached is a Monthly Settlement  Statement (as such term
is  defined in Annex Z to the Loan  Agreement),  (ii) the  information  provided
therein is true,  accurate and complete in all respects as of the date  provided
thereof  and (iii) as of the date  hereof  no  Amortization  Event or  Potential
Amortization Event has occurred.



                                      Name:
                                     Title:

 


<PAGE>



                                    EXHIBIT B


Burlington Industries, Inc.
Fax:  910-379-2245
Phone:  910-379-2155


                               B.I. FUNDING, INC.

                     Weekly Report Dated ____________, 199_

                 Date of Processing as of ________________, 199_



         The undersigned, a Financial Officer of Burlington Industries, Inc., as
Servicer,  is  delivering  this  Weekly  Report  pursuant to (i) the Amended and
Restated Facility  Agreement,  dated as of December 10, 1997, among B.I. Funding
Inc. (the "Company"),  Burlington  Industries,  Inc., as Servicer,  and Wachovia
Bank,  N.A.  ("Wachovia"),  as Agent  and  Collateral  Agent,  and (ii) the Loan
Agreement,  dated as of  December  10,  1997 (the "Loan  Agreement"),  among the
Company,  the financial  institutions  as are or may become parties thereto (the
"Liquidity  Lenders") and Wachovia,  as Agent for the Lenders.  The  undersigned
certifies  that (i) the  attached is a Weekly  Report as such term is defined in
Annex  Z of the  Loan  Agreement,  (ii)  the  information  provided  therein  is
materially  accurate as of the date provided therefor unless,  and to the extent
that,  such  information  is amended or corrected  by the  Servicer  within five
Business  Days as of the date  hereof,  in which  case such  information,  as so
amended or corrected,  is materially  accurate as of the date provided therefor;
and (iii) as of the date hereof no Amortization Event or Potential  Amortization
Event has occurred and is continuing.



                                      Name:



                                     Title:

 


<PAGE>



                                    EXHIBIT C


                                    [FORM OF]

                                SUBORDINATED NOTE


                                     [Date]


         B.I.  FUNDING,  INC., a Delaware  corporation (the  "Company"),  hereby
promises  to pay  to the  order  of  BURLINGTON  INDUSTRIES,  INC.,  a  Delaware
corporation ("BII"), the principal amount of this Subordinated Note,  determined
as described below,  together with interest thereon at a rate per annum equal to
the "Prime Rate" as published  from time to time in the Wall Street Journal plus
3% in lawful  money of the  United  States of  America.  Capitalized  terms used
herein but not defined herein shall have the meanings  assigned to such terms in
the Amended and Restated Receivables Purchase Agreement dated as of December 10,
1997, among the Company, Burlington Industries, Inc., B.I. Transportation, Inc.,
Burlington  Fabrics  Inc.,  Burlington  Apparel  Services  Company,   Burlington
International Services Company and The Bacova Guild, Ltd. (such agreement, as it
may  from  time  to time be  amended,  supplemented  or  otherwise  modified  in
accordance with its terms, the "Purchase Agreement").

         The  principal  amount of this  Subordinated  Note at any time shall be
determined  in  accordance  with the  provisions of Article VIII of the Purchase
Agreement.  Payments of principal of this Subordinated Note shall be made on the
Maturity Date (provided that principal may be prepaid at any time).  Payments of
interest on this Subordinated Note shall be paid on each Monthly Settlement Date
(with respect to interest  accrued as of the end of the preceding  fiscal month)
and on the Maturity Date  (provided that interest may be prepaid at any time) by
wire transfer of  immediately  available  funds to such account of the Seller as
the Seller may designate in writing.  Notwithstanding the foregoing, no payments
of interest or principal  may be made under this  Subordinated  Note at any time
except as permitted under the Subordination Agreement (as defined below).

         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.  This Subordinated Note is the Subordinated Note referred
to in the Purchase Agreement,  and is subordinate and junior in right of payment
to  all  the  Obligations  to the  extent  and in  the  manner  provided  in the
Subordination Agreement.

         The Company hereby waives diligence,  presentment,  demand, protest and
notice  of any kind  whatsoever.  The  nonexercise  by the  holder of any of its
rights  hereunder  in any  particular  instance  shall not  constitute  a waiver
thereof in that or any subsequent instance.


 


<PAGE>


         This  Subordinated Note amends and restates the Subordinated Note dated
March 26,  1992 (the "Prior  Note"),  payable by the Company to the order of BII
for the  benefit of the  Sellers (as  defined in the  Purchase  Agreement).  All
indebtedness  outstanding under the Prior Note shall be deemed to be outstanding
hereunder,  and nothing herein shall be deemed to evidence payment or release of
such indebtedness.

         THIS   SUBORDINATED  NOTE  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                                          B.I. FUNDING, INC.

                                                             by

                                                             Title:









 


<PAGE>