OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO THE COMPANY.
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN FOURTH AMENDED AND
RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (THE "SUBORDINATION
AGREEMENT") DATED AS OF MARCH 30, 2011 AMONG CLEARLAKE CAPITAL PARTNERS, LLC,
INTERNATIONAL TEXTILE GROUP, INC. (THE "COMPANY") AND GENERAL ELECTRIC CAPITAL
CORPORATION (THE "AGENT"), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE
COMPANY PURSUANT TO (i) THAT CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT DATED
AS OF MARCH 30, 2011 (THE "SENIOR CREDIT AGREEMENT") AMONG THE COMPANY, CERTAIN
SUBSIDIARIES OF THE COMPANY, THE AGENT AND THE LENDERS FROM TIME TO TIME PARTY
THERETO, AS THE SENIOR CREDIT AGREEMENT HAS BEEN AND HEREAFTER MAY BE AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME AND (ii) INDEBTEDNESS
REFINANCING THE INDEBTEDNESS UNDER THE SENIOR CREDIT 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.
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 THE COMPANY,
ATTENTION: CRAIG J. HART, VICE PRESIDENT AND TREASURER TO OBTAIN INFORMATION
REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE YIELD
TO MATURITY.
INTERNATIONAL TEXTILE GROUP, INC.
SENIOR SUBORDINATED NOTE DUE JUNE 6, 2013
Date: March 30, 2011
No.
R-[__]
$300,000.00
CUSIP# [_______]
FOR VALUE RECEIVED, the undersigned, INTERNATIONAL TEXTILE GROUP, INC. (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, hereby promises to pay to the order of CCP F, L.P. (the
"Payee"), or its permitted successors or assigns, the principal sum of (i) THREE
HUNDRED THOUSAND DOLLARS ($300,000.00) plus (ii) any PIK Interest (as defined
below) not represented by a separate PIK Note (as defined below), on the Tranche
A Scheduled Maturity Date (as defined in the Note Purchase Agreement referenced
below) with interest (computed on the basis of a 360-day year payable for the
number of days actually elapsed) on the unpaid balance thereof at the rate of
(i) 12.00% per annum from the date of this Note until September 30, 2011 and
(ii) 12.50% from and after October 1, 2011 (the "Increase Date"); provided that
as of the last day of each Interest Payment Date (as defined below) occurring
after the Increase Date, the rate of interest payable hereon shall automatically
increase by 0.50% per annum in excess of the rate applicable hereunder on the
immediately preceding Interest Payment Date until the principal hereof shall
have become due and payable; and provided, further, that if on or prior to June
6, 2011, all of the Obligations under the Note Purchase Agreement owing to the
Payee other than Obligations represented by this Note (collectively, the "Other
Obligations") shall have been paid in full, the amount owing by the Company
pursuant to this Note shall