**Exhibit 10.31**

**EXECUTION VERSION**

 

**CONSENT AND AMENDMENT NO. 14 TO CREDIT AGREEMENT**

This CONSENT AMENDMENT NO. 14 TO CREDIT AGREEMENT (this“Consent and Amendment”) is dated as of December 24, 2008 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (“ITG”), the other Borrowers and Credit Parties signatory hereto, GENERALELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself and as Agent, and the other Lenders signatory hereto. Unless otherwise specified herein, capitalized terms used in this Consent and Amendment shall have the meanings ascribed to themin the Credit Agreement (as hereinafter defined). 

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 (asamended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”); and 

WHEREAS, inconnection with the Credit Agreement, the Agent, General Electric Capital Corporation, in its capacity as agent for the lenders party to the Mexican Facility, ITG and Canyon Capital Advisors LLC, as collateral agent for the subordinated creditorsparty thereto, entered into an Amended and Restated Subordination and Intercreditor Agreement dated as of April 14, 2008 (the “Existing Noteholder Subordination Agreement”); 

WHEREAS, ITG and the other Borrowers and Credit Parties signatory hereto have requested that the Lenders authorize the Agent to amend and restate theExisting Noteholder Subordination Agreement on terms set forth herein; 

WHEREAS, the parties to the Credit Agreement have agreed to anamendment to the Credit Agreement as set forth herein; 

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

1**Amendment to Section 5.1**. Section 5.1 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (u) thereof, deleting the “.” at the end of clause (v) thereofand inserting “; and” in its place and inserting the following clause (w) thereto: 

“(w) Liens onCollateral as long as (i) such Liens solely secure payment and performance of the 18% Senior Note Subordinated Indebtedness and (ii) such Liens are, pursuant to the Noteholder Subordination Agreement, subordinated to the Liens thereon infavor of the Agent.” 

2 **Amendment to Section 5.4**. Section 5.4(p) of the Credit Agreement ishereby amended and restated in its entirety as follows: 

“(p) (i) the Narricot Subordinated Loan, only if such loan isevidenced by a subordinated promissory note in form and substance satisfactory to the Agent, (ii) the transfer by ITG of all of the Stock or Stock Equivalents of Automotive Safety Components International, Inc. to BST in connection with thePermitted Reorganization Transactions so long as contemporaneously with such transfer the promissory note evidencing the Narricot Subordinated Loan is converted into Stock of BST, which Stock shall be pledged to the Subordinated Creditors pursuantto the Noteholder Subordination Agreement, and (iii) the Subordinated Seller Note, which shall be pledged to the Subordinated Creditors pursuant to the Noteholder Subordination Agreement.” 

3 **Amendment to Section 7.1**. Section 7.1(e) of the Credit Agreement is hereby amended by deleting the clause “(y) theholders of the 18% Senior Note Subordinated Indebtedness deliver a Subordinated Debt Default Notice to the Agent that triggers the commencement of the 120 day period described in Section 2.4 of the Subordinated and Intercreditor dated asof May 30, 2007, by and among the holders of the 18% Senior Note Subordinated Indebtedness, ITG and the Agent; or” and replacing it with the following: 

“(y) the holders of the 18% Senior Note Subordinated Indebtedness deliver a Subordinated Debt Default Notice to the Agent thattriggers the commencement of the applicable period described in Section 2.4 of the Noteholder Subordination Agreement; or” 

4 **Amendments to Section 11.1**. Section 11.1 of the Credit Agreement is hereby amended as follows: 

(i) thedefinition of “18% Senior Note Documents” is hereby amended and restated in its entirety to read as follows: 

“‘18% Senior Note Documents’ means (i) the Senior Subordinated Note Purchase Agreement, dated as of June 6, 2007 (as amended, restated, supplemented or otherwise modified from time to time in accordance with theNoteholder Subordination Agreement, the “Senior Note Purchase Agreement”) among ITG and the purchasers from time to time party thereto (the “Senior Note Purchasers”), (ii) the $80,000,000 aggregate principal amount of 18.00%Senior Subordinated Notes due 2011 issued to the Senior Note Purchasers on June 6, 2007 (such notes, the “Initial Notes”), any “PIK Notes” (as defined in the Initial Notes) and any such notes issued in substitution for theInitial Notes pursuant to Section 14 of the Senior Note Purchase Agreement and (iii) the Amended and Restated Pledge Agreement dated as of April 15, 2008 made by ITG in favor of the Senior Note Purchasers.” 

(ii) the definition of “Loan Documents” is hereby amended and restated in its entirety to read as follows: 

“‘Loan Documents’ means this Agreement, the Notes, the Fee Letter, the Collateral Documents, the German FactoringAgreement, the Mexican Sale Agreement, the Intercreditor Agreement, the Noteholder Subordination Agreement and all documents delivered to the Agent and/or any Lender in connection with any of the foregoing.” 

 

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(iii) the definition of “Permitted Subordinated Debt Payments” is hereby amended and restatedin its entirety to read as follows: 

“‘Permitted Subordinated Debt Payments’ shall have the meaning ascribedthereto in the Noteholder Subordination Agreement.” 

(iv) the following defined terms are hereby added to Section 11.1 inproper alphabetical order: 

“‘Noteholder Subordination Agreement’ means that certain Second Amended andRestated Subordination and Intercreditor Agreement dated as of December 24, 2008 by and among Clearlake Capital Partners, LLC, as collateral agent on behalf of Canyon Value Realization Fund, L.P., CCP F, L.P., Reservoir Capital Partners, L.P.,Reservoir Capital Investment Partners, L.P. and Reservoir Capital Master Fund II, L.P., General Electric Capital Corporation, as agent for the Lenders and the lenders under the Mexican Facility, and ITG.” 

“‘Subordinated Creditors’ shall have the meaning ascribed thereto in the Noteholder Subordination Agreement.”

5 **Consent**. Each of the Lenders signatory hereto hereby consents to the terms of, and authorizes and directs the Agent toexecute and deliver, the Second Amended and Restated Subordination and Intercreditor Agreement, substantially in the form attached as Exhibit I hereto (the “Second Amended and Restated Noteholder Subordination Agreement”).

6 **Representations and Warranties**. In order to induce Agent and the Lenders to enter into this Consent and Amendment, eachBorrower 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 Consent and Amendment), that: 

(a) the execution, delivery and performance by each Credit Party of this Consent and Amendment has been duly authorized by all necessarycorporate and partnership action and this Consent and 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 Consent and Amendment, all of the representations and warranties contained in the Credit Agreement andin 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 Consent and Amendment after giving effect to thisConsent and Amendment and the transactions contemplated hereby. 

 

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7 **Conditions to Effectiveness**. This Consent and Amendment shall be effective on the datewhen each of the following conditions have been met: 

(a) this Consent and Amendment shall have been duly executed anddelivered by each Borrower, each other Credit Party party hereto, Agent and the Required Lenders; 

(b) the Credit Partiesshall have duly authorized, executed and delivered such further agreements, instruments and documents set forth on Schedule 1 hereto to the Agent; 

(c) the Second Amended and Restated Noteholder Subordination Agreement shall have been duly executed and delivered by each of the parties thereto; 

(d) Agent, for the ratable benefit of the Lenders, as consideration for the execution and delivery of this Consent and Amendment, shallhave received an amendment fee in the amount of $100,000, which amendment fee shall be fully earned on the date hereof and shall be non-refundable when paid. 

8 **Miscellaneous**. 

8.1 **Effect; Ratification**. 

(a) Except as specifically set forth above, the Credit Agreement and the other Loan Documents shall remain in full force and effect andare hereby ratified and confirmed. Without limiting the generality of the foregoing, each Credit Party reaffirms its guaranty of the Obligations and the Liens securing those guaranties. 

(b) The execution, delivery and effectiveness of this Consent and Amendment shall not operate as a waiver of any right, power or remedy ofAgent or any 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 Consentand Amendment, each reference 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 purposesset forth herein and that the execution and delivery by Agent and the Lenders of this Consent and Amendment shall not be deemed (i) except as expressly provided in this Consent and Amendment, to be a consent to any amendment, waiver ormodification of any term or condition of the Credit Agreement or of 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 orsimilar 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 tothis Consent and Amendment. 

 

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

8.3**Severability**. In case any provision in or obligation under this Consent and 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 any way be affected or impaired thereby. 

8.4 **LoanDocument**. This Consent and Amendment shall constitute a Loan Document. 

8.5 **GOVERNING LAW**. THIS WAIVER AND THE RIGHTSAND OBLIGATIONS OF THE PARTIES 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 TOCONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 

[Signature Pages Follow] 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Consent and Amendment as of the date firstabove written. 

 
BORROWERS:INTERNATIONAL TEXTILE GROUP, INC.BURLINGTON INDUSTRIES LLCCONE JACQUARDS LLCCONE DENIM LLCCARLISLE FINISHING LLC
SAFETY COMPONENTS FABRIC TECHNOLOGIES, INC.
By: 
/s/
Name: Title: NARRICOT INDUSTRIES LLCBy: International Textile Group, Inc., its sole memberBy: 
/s/
Name: Title: 
 

[Signature Page to Amendment No. 14 to Credit Agreement] 

OTHER CREDIT PARTIES:APPAREL FABRICS PROPERTIES, INC.BURLINGTON INDUSTRIES V, LLCCONE ADMINISTRATIVE AND SALES LLCCONE INTERNATIONAL HOLDINGS II, INC.
INTERNATIONAL TEXTILE GROUP ACQUISITION GROUP LLC
BURLINGTON WORLDWIDE INC.CONE DENIM WHITE OAK LLCCONE INTERNATIONAL HOLDINGS, INC.CONE ACQUISITION LLCWLR CONE MILLS IP, INC.By: 
/s/
Name: Title: 
VALENTEC WELLS, LLC
By: 
/s/
Name: Title: 
 

[Signature Page to Amendment No. 14 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. 14 to Credit Agreement] 

UBS LOAN FINANCE LLC, as a LenderBy: 
/s/
Name: Title: DirectorBy: 
/s/
Name: Title: Director
 

[Signature Page to Amendment No. 14 to Credit Agreement] 

THE CIT GROUP/COMMERCIAL SERVICES, INC., as a LenderBy: 
/s/
Name: Title: 
 

[Signature Page to Amendment No. 14 to Credit Agreement] 

BANK OF AMERICA, N.A., as a LenderBy: 
/s/
Name: Title: 
 

[Signature Page to Amendment No. 14 to Credit Agreement] 

WELLS FARGO FOOTHILL LLC, as a LenderBy: 
/s/
Name: Title: 
 

[Signature Page to Amendment No. 14 to Credit Agreement]