**Exhibit 10.19**

**AMENDMENT NO. 3 TO CREDIT AGREEMENT**

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this“Amendment”) is entered into as of February 15, 2007 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation, the other Borrowers and Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, aDelaware corporation, for itself and as Agent, and the other Lenders signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in to the Credit Agreement (as hereinafterdefined). 

R E C I T A L S: 

WHEREAS, Borrowers, the other Credit Parties, the Agent and the Lenders entered into that certain Credit Agreement dated as of December 29, 2006 (as amended, supplemented, restated or otherwise modified from time to time, the“Credit Agreement”); and 

WHEREAS, the parties to the Credit Agreement have agreed to amend the Credit Agreement as setforth herein; 

NOW, THEREFORE, in consideration of the premises contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1 **Amendment toSection 4.14**. Section 4.14 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 

“Mandatory Investments. On or prior to the dates indicated in the table below, ITG shall obtain, and shall contribute the same to US Borrowers to be used for purposes permitted by this Agreement, not lessthan the following amounts in gross cash proceeds from the issuance of Stock and Stock Equivalents to WLR and other Persons: 

 

2 **Representations and Warranties**. In order to induce Agent and the Lenders to enterinto this Amendment, each Borrower and each other Credit Party represents and warrants to Agent and each Lender (which representations and warranties shall survive the execution and delivery of this Amendment), that: 

(a) the execution, delivery and performance by each Credit Party of this Amendment has been duly authorized by all necessary corporate andpartnership action and this Amendment is a legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms; and 

(b) upon the effectiveness of this Amendment, all of the representations and warrantiescontained in the Credit Agreement and in the other Loan Documents (other than those which speak expressly only as of an earlier date) are true and correct in all material respects on and as of the date of the effectiveness of this Amendment aftergiving effect to this Amendment and the transactions contemplated hereby. 

3 **Miscellaneous**. 

3.1 **Effect; Ratification**. 

(a) Except as specifically set forth above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent orany Lender under the Credit Agreement or any other Loan Document, nor constitute amendment of any provision of the Credit Agreement or any other Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, eachreference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. 

(c) Each Credit Party acknowledges and agrees that the amendments set forth herein are effective solely for the purposes set forth hereinand that the execution and delivery by Agent of this Amendment shall not be deemed (i) except as expressly provided in this Amendment, to be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement orof any other Loan Document, (ii) to create a course of dealing or otherwise obligate Agent or Lenders to forbear, waive, consent or execute similar amendments under the same or similar circumstances in the future, or (iii) to amend,prejudice, relinquish or impair any right of Agent or Lenders to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Amendment. 

3.2 **Counterparts and Signatures by Fax**. This Amendment may be executed in any number of counterparts, each such counterpartconstituting an original but all together one and the same instrument. Any party delivering an executed counterpart of this Amendment by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity,enforceability or binding effect of this Amendment. 

3.3 **Severability.** In case any provision in or obligationunder this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in anyway be affected or impaired thereby. 

3.4 **Loan Document**. This Amendment shall constitute a Loan Document.

 

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3.5 **GOVERNING LAW**. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THEPARTIES HEREUNDER SHALL, IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE ANDPERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 

[Signature Pages Follows] 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

 
BORROWERS:INTERNATIONAL TEXTILE GROUP, INC.ITG HOLDINGS, INC.BURLINGTON INDUSTRIES LLCCONE JACQUARDS LLCCONE DENIM LLCCARLISLE FINISHING LLCBy: /s/ Karyl P. McCluskyName: Karyl P. McCluskyTitle: Vice President and Treasurer of each of the entities listed above
 
AUTOMOTIVE SAFETY COMPONENTS    INTERNATIONAL, INC.SAFETY COMPONENTS FABRIC    TECHNOLOGIES, INC.AUTOMOTIVE SAFETY COMPONENTS    INTERNATIONAL LIMITEDBy: /s/ Stephen B. DuerkName: Stephen B. DuerkTitle: President of each of the entities listed above
[Signature Page to Amendment No. 3 to Credit Agreement] 

OTHER CREDIT PARTIES:APPAREL FABRICS PROPERTIES, INC.BURLINGTON APPAREL SERVICES COMPANYBURLINGTON INDUSTRIES V, LLCBWW CT, INC.CLIFFSIDE DENIM LLCCONE ADMINISTRATIVE AND SALES LLCCONE INTERNATIONAL HOLDINGS II, INC.INTERNATIONAL TEXTILE GROUP     ACQUISITION GROUP LLCBI PROPERTIES I, INC.BURLINGTON INTERNATIONAL SERVICES     COMPANYBURLINGTON INDUSTRIES IV, LLCBURLINGTON WORLDWIDE INC.BILLC ACQUISITION LLC
CONE DENIM WHITE OAK LLC

CONE INTERNATIONALHOLDINGS, INC.
CONE ACQUISITION LLCWLR CONE MILLS IP, INC.By: /s/ Karyl P. McCluskyName: Karyl P. McCluskyTitle: Vice President and Treasurer of each of the entities listed above
 
VALENTEC WELLS, LLCASCI HOLDINGS GERMANY (DE), INC.ASCI HOLDINGS ASIA PACIFIC (DE), LLCASCI HOLDINGS CZECH (DE), INC.ASCI HOLDINGS U.K. (DE), INC.ASCI HOLDINGS MEXICO (DE), INC.By: /s/ Stephen B. DuerkName: Stephen B. DuerkTitle: President of each of the entities listed above
[Signature Page to Amendment No. 3 to Credit Agreement] 

AUTOMOTIVE SAFETY COMPONENTS INTERNATIONAL GMBH & CO. KGBy: /s/ Stephen B. DuerkName: Stephen B. DuerkTitle: Managing Director
 

 
AUTOMOTIVE SAFETY COMPONENTS INTERNATIONAL VERWALTUNGS GMBHBy: /s/ Stephen B. DuerkName: Stephen B. DuerkTitle: Managing Director
[Signature Page to Amendment No. 3 to Credit Agreement] 

AGENT AND LENDERS:GENERAL ELECTRIC CAPITAL CORPORATION, as the Agent and a LenderBy: /s/Title: Its Duly Authorized Signatory
[Signature Page to Amendment No. 3 to Credit Agreement] 

UBS LOAN FINANCE LLC, as a LenderBy: /s/ Richard L. TavrowName: Richard L. TavrowTitle: DirectorBy: /s/ Irja R. OtsaName: Irja R. OtsaTitle: Director
[Signature Page to Amendment No. 3 to Credit Agreement] 

WACHOVIA BANK, NATIONAL ASSOCIATION,

as aLender
By: /s/ Josephine NorrisName: Josephine NorrisTitle: Director
[Signature Page to Amendment No. 3 to Credit Agreement] 

THE CIT GROUP/COMMERCIAL SERVICES,

INC., asa Lender
By: /s/ M. Kim CarpenterName: M. Kim CarpenterTitle: Vice President
[Signature Page to Amendment No. 3 to Credit Agreement] 

BANK OF AMERICA, NA, as a LenderBy: /s/ John YankauskasName: John YankauskasTitle: Sr. Vice President
[Signature Page to Amendment No. 3 to Credit Agreement] 

WELLS FARGO FOOTHILL LLC, as a LenderBy: /s/ Yelena KravchukName: Yelena KravchukTitle: AVP
[Signature Page to Amendment No. 3 to Credit Agreement]