Credit agreement

EXHIBIT 10.1

To: Goldman Sachs Credit Partners L.P. as Priority Agent; and UBS AG, Stamford Branch as Second Lien Agent.

November 15, 2007

Letter of waiver and consent

Subject: Credit agreement dated 8 December 2006 as amended on 1 April 2007 and 11 June 2007 between, amongst others, BST US Holdings, Inc. as Parent, BST Safety Textiles Acquisition GmbH as Original Borrower, Goldman Sachs Credit Partners L.P. and UBS Securities LLC as Mandated Lead Arrangers, Goldman Sachs Credit Partners L.P. as Priority Agent and UBS AG, Stamford Branch as Second Lien Agent (the “Credit Agreement”).

This letter (which is the first of two waiver and consent requests) relates solely to the waiver of certain breaches of the financial covenant ratios under the Credit Agreement as at 30 September 2007 and certain amendments to the financial covenants going forward as delineated in Sections 2 and 3 below. Following execution of this letter and as a second waiver and consent process, the Lenders and the Parent will consider certain amendments to the Credit Agreement that will be required in order to implement the ITG Legal Entity Realignment as described in the ITG Legal Entity Realignment Step plan dated 2 November 2007 drafted by Ernst & Young (the “ITG Realignment”).

Terms defined in the Credit Agreement have the same meanings in this letter, unless the context requires otherwise. The provisions of Clause 1.2 (Construction) of the Credit Agreement apply to this letter as though they were set out in full in this letter except that references to the Credit Agreement are to be construed as references to this letter.

It is anticipated that the financial statements relating to the Financial Quarter ended on 30 September 2007 to be delivered by the Parent pursuant to Clause 25.1(b) (Financial Statements) of the Credit Agreement together with the accompanying Compliance Certificate may show a breach of the financial covenant ratios required under Clause 26.2 (Financial Condition) of the Credit Agreement.

The Parent requests that the Majority Lenders permanently waive non-compliance with:

for the 30 September 2007 Financial Quarter and the testing date of 14 November 2007 only and not in respect of any subsequent Financial Quarter or testing date.

Subject to the International Textile Group, Inc. providing Narricot Industries, L.P. with the Subordinated Loan within ten Business Days of the Effective Date as set forth in paragraph 4(a) below, the Credit Agreement shall be amended as follows:

The Parent shall procure that International Textile Group, Inc. provides Narricot Industries, L.P. (“Narricot”) with a subordinated loan (the “Subordinated Loan”) on terms acceptable to the Majority Lenders (including, without limitation, as to repayment and/or prepayment) of not less than $20,000,000 within ten Business Days of the Effective Date (defined below). Although the Subordinated Loan shall initially be fully subordinated, the Lenders acknowledge that in connection with the second waiver and consent process described in the preamble above, the terms of the subordination shall be amended so as to permit the Subordinated Loan together with accrued interest to be repayable at any time on or after the Completion Date subject to satisfying certain conditions determined by the Majority Lenders.

Following receipt of the proceeds of the Subordinated Loan by Narricot, such proceeds must be applied in prepayment of outstanding Revolving Facility Loans on each date on which a Revolving Facility Loan is due to be repaid under the terms of the Credit Agreement, until the full amount of the proceeds of the Subordinated Loan have been so applied, it being understood that the entire $20,000,000 Subordinated Loan will be advanced at one time.

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