The agreement contemplates the sale of Burlington to WL Ross & Co., with a concurrent sale of Burlington's Lees carpet business to Mohawk Industries Inc. The court-approved sale process contemplates that other qualified bidders will have the opportunity to top the Ross proposal at an auction expected to be held on July 28.

The auction procedures allow a breakup fee of 1 percent of the proposed purchase price and bidding increments of $3 million. As a result, all competing bids must exceed the Ross bid by these amounts. The results of the auction are expected to be submitted for approval of the bankruptcy court at a hearing scheduled for July 31.

If approved at this hearing, the sale transaction would be incorporated into a plan of reorganization to be submitted for approval to the creditor constituencies of the company following a hearing on a disclosure statement describing the sale and other provisions of the emergence plan.

If the Ross bid proceeds, the parties contemplate a closing in October, according to the company.