MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO
ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN EACH CASE
SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, PLEDGE OR TRANSFER
TO REQUIRE AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO THE COMPANY."
(b) "THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE
SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN
SUBORDINATION AND INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED
AS OF JUNE 6, 2007 AMONG CANYON CAPITAL ADVISORS LLC, CLEAR LAKE CAPITAL GROUP,
INTERNATIONAL TEXTILE GROUP, INC. (THE "COMPANY") AND GENERAL ELECTRIC CAPITAL
CORPORATION ("AGENT"), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE
COMPANY PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF DECEMBER 29, 2006
AMONG THE COMPANY, AGENT AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AS
SUCH CREDIT AGREEMENT HAS BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE
INDEBTEDNESS UNDER THAT AGREEMENT AS CONTEMPLATED BY THE SUBORDINATION
AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT"
(c) "THIS NOTE HAS "ORIGINAL ISSUE DISCOUNT" WITHIN THE MEANING OF SECTION
1273 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED. PLEASE CONTACT
INTERNATIONAL TEXTILE GROUP, INC., ATTENTION: GARY L. SMITH, EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER TO OBTAIN INFORMATION REGARDING THE ISSUE
PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE YIELD TO MATURITY."
(d) Any legend required by the laws of any other applicable jurisdiction.
7.6. Withholding Taxes.
Upon the purchase of any Note, each Purchaser or any holder of any Note shall
deliver to the Company two accurate and complete original signed copies of
Internal Revenue Service Form W-9, Form W-8ECI or Form W-8BEN (or successor
forms) certifying as to such Purchaser's or holder's complete exemption from
United States withholding tax (a "Withholding Certificate") with respect to
payments to be made under any Note to the extent that, in the case of a holder
of a Note other than a Purchaser, such holder is legally able to do so.
7.7. ERISA.
Each Purchaser represents that:
(a) it is not (a) an employee benefit plan subject to Part 4 of Subtitle B of
Title I of ERISA, or (b) a plan to which section 4975 of the Code applies
(collectively, "Benefit Plans") or (c) an entity whose underlying assets include
"plan assets" as defined by ERISA by reason of the investment of one or more
Benefit Plans in the entity (together with Benefit Plans, "Benefit Plan
Investors") or (d) a governmental plan (as defined in section 3(32) of ERISA)
("Governmental Plan"), (e) a church plan (as defined in section 3(33) of ERISA)
that has not made an election under section 410(d) of the Code ("Church Plan")
or