Amendment Agreement


 Exhibit 10.8 
 Dated 4 June, 2007 
 for 
 BST SAFETY TEXTILES ACQUISITION GMBH 
 arranged by 
 GOLDMAN SACHS CREDIT PARTNERS L.P. 
 and 
 UBS SECURITIES LLC 
 as Mandated Lead Arrangers 
 with 
 GOLDMAN SACHS CREDIT PARTNERS L.P. 
 acting as Priority Agent 
 UBS AG, STAMFORD BRANCH 
 acting as
Second Lien Agent 
 and 
 GOLDMAN SACHS CREDIT PARTNERS L.P. 
 acting as Security Agent 
  

 AMENDMENT AGREEMENT RELATING TO

 A €155,000,000 TERM AND 
 REVOLVING FACILITIES AGREEMENT 
  

 

 
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 99 Bishopsgate 
 London EC2M 3XF 
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 www.lw.com 






 THIS AGREEMENT is dated 4 June, 2007 and made between: 
  

	(1)	BST US HOLDINGS, INC., a company duly incorporated and validly existing under the laws of the State of Delaware having its principal place of business at 2711 Centerville
Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808, the United States of America (the “Parent”); 

  

	(2)	BST SAFETY TEXTILES ACQUISITION GMBH, a limited liability company duly incorporated and validly existing under the laws of the Federal Republic of Germany having its
corporate seat in Frankfurt am Main and which is registered in the Commercial Register in Frankfurt am Main under registration number HRB 75840 (the “Original Borrower”); 

  

	(3)	THE COMPANIES listed in Part I of Schedule 1 (Borrowers and Guarantors) as revolving borrowers (the “Revolving Borrowers”); 


 

	(4)	THE COMPANIES listed in Part I of Schedule 1 (Borrowers and Guarantors) as original guarantors (the “Original Guarantors”); 


 

	(5)	GOLDMAN SACHS CREDIT PARTNERS L.P. and UBS SECURITIES LLC as mandated lead arrangers (the “Mandated Lead Arrangers”); 

  

	(6)	GOLDMAN SACHS CREDIT PARTNERS L.P. acting on behalf of the Priority Lenders and as agent of the other Priority Finance Parties (the “Priority Agent”);


  

	(7)	UBS AG, STAMFORD BRANCH acting on behalf of the Second Lien Lenders and as agent of the other Second Lien Finance Parties (the “Second Lien Agent” and
together with the Priority Agent the “Agents”); and 

  

	(8)	GOLDMAN SACHS CREDIT PARTNERS L.P. as security agent for the Secured Parties (the “Security Agent”). 

 BACKGROUND 
  

	(A)	The parties hereto have entered into a term and revolving facility agreement dated 8 December, 2006 pursuant to which the Original Lenders (as defined therein) made Loans (as
defined therein) to the Borrowers. 

  

	(B)	The parties hereto amended the term and revolving facility agreement referred to in (A) above on 1 April, 2007 (such amended term and revolving facilities agreement being
the “Original Term and Revolving Facilities Agreement”). 

  

	(C)	The Parties hereto have agreed to amend the Original Term and Revolving Facilities Agreement in the manner set out herein. 

 NOW IT IS HEREBY AGREED:- 
  

	1	INTERPRETATION 

 In this Agreement: 
  

	 	(a)	words and expressions defined in the Original Term and Revolving Facilities Agreement shall, unless otherwise defined herein, have the same meaning when used herein; and









	 	(b)	the provisions of Clause 1.2 (Construction) of the Original Term and Revolving Facilities Agreement shall also apply in the interpretation hereof as if expressly set out
herein with each reference to the “Agreement” being deemed to be a reference to this Agreement. 

  

	2	AMENDMENT OF ORIGINAL TERM AND REVOLVING FACILITIES AGREEMENT 

 The Parties hereto agree that with effect from the date hereof the Original Term and Revolving Facilities Agreement shall be amended as follows: 
  

	2.1	The following definitions shall be included in Clause 1.1 (Definitions) of the Original Term and Revolving Facilities Agreement: 

 “ITG Note Purchase Agreement” means the senior subordinated note purchase agreement dated as of June 6, 2007 relating to the ITG
Notes. 
 “ITG Notes” means the proposed $80,000,000 18.00% senior subordinated notes due June 6, 2011 to be issued by
ITG. 
  

	2.2	Clause 12.2(b) (iv) of the Original Term and Revolving Facilities Agreement be amended by including the following in line 3 immediately after the words “Excluded Equity
Issuance)”: 

 “and after in the case of a Qualified Issuance (as defined in the ITG Note Purchase Agreement)
deducting such amount not exceeding $7,500,000 as is required to be paid by ITG by way of accrued interest under the ITG Notes”. 
  

	2.3	The definition of “Total Debt” in Clause 26.1 of the Original Term and Revolving Facilities Agreement be amended by adding the following at the end of such definition:


 “after deducting the aggregate amount of cash and Cash Equivalent Investments held by any member of the BST Group at
that time”. 
  

	3	COSTS AND EXPENSES 

 Clause 22 (Fees and
Expenses) of the Original Term and Revolving Facilities Agreement shall be deemed to be incorporated in this Agreement as if set out herein. 
  

	4	MISCELLANEOUS 

 Clauses 41 (Counterparts), 42
(Governing Law) and 43 (Enforcement) of the Original Term and Revolving Facilities Agreement shall be deemed incorporated in this Agreement (with such conforming amendments as the context requires) as if set out herein. 
  

	5	FINANCE DOCUMENT 

 This Agreement constitutes a
Finance Document (as defined in the Original Term and Revolving Facilities Agreement). 
 This Agreement has been entered into on the date
stated at the beginning of this Agreement. 






 SCHEDULE 1 
 The Borrowers and the Guarantors 
  

			
	 Name of Borrower
	  	Registration number (or equivalent, if any)
		
	 BST Safety Textiles Acquisition GmbH
	  	HRB 75840 (commercial register of the local court of Frankfurt)

  

			
	 Name of Revolving Borrower
	  	Registration number (or equivalent, if any)
		
	 BST Safety Textiles Acquisition GmbH
	  	HRB 75840 (commercial register of the local court of Frankfurt)
		
	 BST Safety Textiles GmbH
	  	HRB 670522 (commercial register of the local court of Freiburg)
		
	 Narricot Industries L.P.
	  	N/A

  

			
	 Name of Guarantor
	  	Registration number (or equivalent, if any)
		
	 BST US Holdings, Inc.
	  	N/A
		
	 Narricot Industries Management Corp.
	  	N/A
		
	 Narricot Industries L.P.
	  	N/A
		
	 BST Safety Textiles LLC
	  	N/A
		
	 BST Safety Textiles Acquisition GmbH
	  	HRB 75840 (commercial register of the local court of Frankfurt)
		
	 BST Safety Textiles Holding GmbH
	  	HRB 670521 (commercial register of the local court of Freiburg)
		
	 BST Safety Textiles GmbH
	  	HRB 670522 (commercial register of the local court of Freiburg)
		
	 BST Breitgewebe International GmbH
	  	HRB 670523 (commercial register of the local court of Freiburg)
		
	 BST Safety Textiles Sp.z. o.o
	  	KRS 107538







 SIGNATURES 
  

	
	 THE PARENT

	 BST US HOLDINGS, INC.

	 By: /s/

	
	 THE ORIGINAL BORROWER

	 BST SAFETY TEXTILES ACQUISITION GMBH

	 By: /s/

	
	 THE REVOLVING BORROWERS

	 BST SAFETY TEXTILES GMBH

	 By: /s/

	
	 NARRICOT INDUSTRIES L.P.

	 By: /s/

	
	 THE GUARANTORS

	 THE PARENT

	 By: /s/

	
	 BST SAFETY TEXTILES ACQUISITION GMBH

	 By: /s/

	
	 BST SAFETY TEXTILES GMBH

	 By: /s/

	
	 BST BREITGEWEBE INTERNATIONAL GMBH

	 By: /s/

	
	 NARRICOT INDUSTRIES MANAGEMENT CORP.

	 By: /s/

	
	 NARRICOT INDUSTRIES L.P.

	 By: /s/









	
	 BST SAFETY TEXTILES LLC

	 By: /s/

	
	 BST SAFETY TEXTILES SP. Z O.O

	 By: /s/









			
	 THE MANDATED LEAD ARRANGERS
	 	
		
	 GOLDMAN SACHS CREDIT PARTNERS L.P.
	 	
	 By: /s/
	 	
	 Address:
	 	
	 Fax:
	 	
	 Attention:
	 	
		
	 UBS SECURITIES LLC
	 	
	 By: /s/ Mary E. Evans
	 	 /s/ David B. Julie

		
	 By: Mary E. Evans
	 	 David B. Julie

	 Associate Director
	 	 Associate Director

	 Address: 677 Washington Blvd., Stamford, CT 60901
	 	
	 Fax: 203-719-3180
	 	
	 Attention: Christopher Gomes
	 	
		
	 THE PRIORITY AGENT
	 	
	
	 GOLDMAN SACHS CREDIT PARTNERS L.P (FOR AND ON BEHALF OF THE PRIORITY LENDERS)

	 By: /s/
	 	
	 Address:
	 	
	 Fax:
	 	
	 Attention:
	 	
	
	 THE SECOND LIEN AGENT (FOR AND ON BEHALF OF THE SECOND LIEN LENDERS)

		
	 UBS AG, STAMFORD BRANCH
	 	
	 By: /s/ Mary E. Evans
	 	 /s/ Irja R. Otsa

		
	 By: Mary E. Evans
	 	 Irja R. Otsa

	 Associate Director
	 	 Associate Director

	 Address: 677 Washington Blvd., Stamford, CT 60901
	 	
	 Fax: 203-719-3180
	 	
	 Attention: Christopher Gomes
	 	
		
	 THE SECURITY AGENT
	 	
		
	 GOLDMAN SACHS CREDIT PARTNERS L.P
	 	
	 By: /s/
	 	
	 Address:
	 	
	 Fax:
	 	
	 Attention: