Amendment No. 8 to Credit Agreement


 Exhibit 10.5 
 AMENDMENT NO. 8 TO CREDIT AGREEMENT 
 This AMENDMENT NO. 8 TO CREDIT AGREEMENT (this
“Amendment”) is entered into as of May 31, 2007 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation, the other Borrowers and Credit Parties signatory hereto, GENERAL ELECTRIC 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 Amendment shall have the meanings ascribed to them in to the Credit Agreement (as hereinafter defined).

 RECITALS: 
 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 an amendment to the Credit Agreement as set forth herein; 
 NOW, THEREFORE, in consideration of the premises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows: 
 1 Amendment to Section 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 less than the following amounts in gross cash proceeds from the issuance
of Stock and Stock Equivalents to WLR and other Persons: 
  

				
	 Date
	  	Equity Contribution
	 March 2, 2007
	  	$	50,000,000
	 June 8, 2007
	  	$	50,000,000

 Notwithstanding the foregoing, Agent and Lenders acknowledge and agree that ITG
shall not be required to make the $50,000,000 minimum equity contribution due on or prior to June 8, 2007 if ITG shall have consummated the issuance of Subordinated Indebtedness in the initial principal amount of at least $80,000,000 on or
prior to June 8, 2007; provided, however, that in the event ITG has not consummated such an issuance on or prior to June 8, 2007, the $50,000,000 minimum equity contribution shall be immediately due and payable on
June 8, 2007.” 
 2 Representations and Warranties. In order to induce Agent and the Lenders to enter into
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 and
partnership 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 warranties
contained 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 after
giving 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 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 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 and waivers set forth herein are effective solely for the purposes set
forth herein and 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 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 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 counterpart
constituting 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. 
  

 2 







 3.3 Severability. In case any provision in or obligation under 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 any way be affected or impaired
thereby. 
 3.4 Loan Document. This Amendment shall constitute a Loan Document. 
 3.5 GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND 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 TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA. 
 [Signature Pages Follows] 
  

 3 







 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 LLC

	 CONE JACQUARDS LLC

	 CONE DENIM LLC

	 CARLISLE FINISHING LLC

		
	 By:
	 	 /s/ Karyl P. McClusky

	 Name:
	 	Karyl P. McClusky
	 Title:
	 	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 LIMITED

		
	 By:
	 	 /s/ Stephen B. Duerk

	 Name:
	 	Stephen B. Duerk
	 Title:
	 	President of each of the entities listed above


 [Signature Page to Amendment No. 8 to Credit Agreement] 







			
	 OTHER CREDIT PARTIES:

	
	APPAREL FABRICS PROPERTIES, INC.
	BURLINGTON APPAREL SERVICES COMPANY
	BURLINGTON INDUSTRIES V, LLC
	BWW CT, INC.
	CLIFFSIDE DENIM LLC
	CONE ADMINISTRATIVE AND SALES LLC
	CONE INTERNATIONAL HOLDINGS II, INC.
	INTERNATIONAL TEXTILE GROUP ACQUISITION GROUP LLC
	BI PROPERTIES I, INC.
	BURLINGTON INTERNATIONAL SERVICES COMPANY
	BURLINGTON INDUSTRIES IV, LLC
	BURLINGTON WORLDWIDE INC.
	BILLC ACQUISITION LLC
	CONE DENIM WHITE OAK LLC
	CONE INTERNATIONAL HOLDINGS, INC.
	CONE ACQUISITION LLC
	WLR CONE MILLS IP, INC.
		
	 By:
	 	 /s/ Karyl P. McClusky

	 Name:
	 	Karyl P. McClusky
	 Title:
	 	Vice President and Treasurer of each of the entities listed above
	
	VALENTEC WELLS, LLC
	ASCI HOLDINGS GERMANY (DE), INC.
	ASCI HOLDINGS ASIA PACIFIC (DE), LLC
	ASCI HOLDINGS CZECH (DE), INC.
	ASCI HOLDINGS U.K. (DE), INC.
	ASCI HOLDINGS MEXICO (DE), INC.
		
	 By:
	 	 /s/ Stephen B. Duerk

	 Name:
	 	Stephen B. Duerk
	 Title:
	 	President of each of the entities listed above


 [Signature Page to Amendment No. 8 to Credit Agreement] 







			
	 AUTOMOTIVE SAFETY COMPONENTS
 INTERNATIONAL GMBH & CO. KG

		
	 By:
	 	 /s/

	 Name:
	 	  

	 Title:
	 	  

	
	 AUTOMOTIVE SAFETY COMPONENTS
 INTERNATIONAL VERWALTUNGS GMBH

		
	 By:
	 	 /s/

	 Name:
	 	  

	 Title:
	 	  



 [Signature Page to Amendment No. 8 to Credit Agreement] 







			
	 AGENT AND LENDERS:

	
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as the Agent and a Lender

		
	 By:
	 	 /s/

	 Title:
	 	Its Duly Authorized Signatory


 [Signature Page to Amendment No. 8 to Credit Agreement] 







			
	 UBS LOAN FINANCE LLC, as a Lender

		
	 By:
	 	 /s/ Richard L. Tavrow

	 Name:
	 	Richard L. Tavrow
	 Title:
	 	Director
		
	 By:
	 	 /s/ Irja R. Otsa

	 Name:
	 	Irja R. Otsa
	 Title:
	 	Director


 [Signature Page to Amendment No. 8 to Credit Agreement] 







			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	 By:
	 	 /s/

	 Name:
	 	
	 Title:
	 	


 [Signature Page to Amendment No. 8 to Credit Agreement] 







			
	 THE CIT GROUP/COMMERCIAL SERVICES, INC.,
 as a Lender

		
	 By:
	 	 /s/

	 Name:
	 	
	 Title:
	 	


 [Signature Page to Amendment No. 8 to Credit Agreement] 







			
	 BANK OF AMERICA, NA, as a Lender

		
	 By:
	 	 /s/

	 Name:
	 	
	 Title:
	 	


 [Signature Page to Amendment No. 8 to Credit Agreement] 







			
	 WELLS FARGO FOOTHILL LLC, as a Lender

		
	 By:
	 	 /s/

	 Name:
	 	
	 Title:
	 	


 [Signature Page to Amendment No. 8 to Credit Agreement]