AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

Exhibit 10.5

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “ Amendment ”) is dated as of April 15, 2008 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “ Company ”), and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

R E C I T A L S:

WHEREAS, the Company and the Purchasers entered into that certain Note Purchase Agreement dated as of June 6, 2007 (as amended, supplemented, restated or otherwise modified from time to time, the “ Note Purchase Agreement ”);

WHEREAS, the Company and certain of its Subsidiaries intend to consummate a corporate reorganization, the timing and details of which are more particularly described in the ASCI Reorganization Step Plan (as defined in the Note Purchase Agreement (as amended hereby));

WHEREAS, in connection with the ASCI Reorganization (as defined in the Note Purchase Agreement (as amended hereby)), the Company has requested and the Purchasers party hereto have agreed to certain waivers and amendments to the Note Purchase 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 8.1(c) . Section 8.1(c) of the Note Purchase Agreement is hereby amended by adding to the end thereof the following:

“For purposes of the financial reporting contemplated pursuant to Sections 8.1(a)(iii), 8.1(b)(iii), and 8.1(c)(iii), the ASCI Reorganization shall be deemed to have been consummated on January 1, 2008.

2 Amendment to Section 10.7 . Section 10.7 of the Note Purchase Agreement is hereby amended and restated to read in its entirety as follows:

The Company will, and will cause each of its Subsidiaries to, comply with Section 4.15 of the Senior Credit Agreement and Clause 27.34 of the BST Credit Agreement, each as in effect on the date of the First Amendment after giving effect to the BST Amendment and the ITG Senior Amendment (regardless of any further amendment, modification, refinancing or termination of either of the Senior Credit Agreement or the BST Credit Agreement), except as the Required Holders shall otherwise consent to in writing. For purposes of this Agreement, and notwithstanding anything in the Senior Credit Agreement or the BST Credit

Agreement to the contrary, (a) clause (iv) of the final proviso of Section 4.15 of the Senior Credit Agreement and clause (v) of the final proviso of Section 27.34 of the BST Credit Agreement shall be disregarded, (b) each reference to ‘Permitted Reorganization Transaction’ or ‘Permitted Reorganization Transactions’ in Section 4.15 of the Senior Credit Agreement or Section 27.34 of the BST Credit Agreement shall be deemed to be a reference to the ASCI Reorganization and (c) clause (iii) of the final proviso of Section 4.15 of the Senior Credit Agreement and clause (iii) of the final proviso of Section 27.34 of the BST Credit Agreement shall each be disregarded.”

3 Amendment to Section 11.1 . Section 11.1 of the Note Purchase Agreement is hereby amended and restated to read in its entirety as follows:

Except for the transactions described on Schedule 6.19, the Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or group of related transactions (including, without limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than (i) any transaction between any members of the ITG Group, (ii) any transaction between members of the BST Group, (iii) any transaction between any member of the ITG Group and any member of the BST Group to the extent such transaction is permitted by a specific exception to Section 4.15 of the Senior Credit Agreement or Clause 27.34 of the BST Credit Agreement, in each case defined and modified in the same manner set forth in Section 10.7, (iv) any transaction constituting part of the ASCI Reorganization and (v) any Asset Disposition or Investment between a member of the ITG Group and any Project Subsidiary to the extent permitted by Sections 11.6 and 11.7, respectively), except in the Ordinary Course of Business pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.”

4 Amendment to Section 11.2 . Section 11.2 of the Note Purchase Agreement is hereby amended and restated to read in its entirety as follows:

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5 Amendment to Section 11.4 . Section 11.4 of the Note Purchase Agreement is hereby amended by deleting the last paragraph thereof and replacing such paragraph in its entirety as follows:

“In addition to the foregoing, the Company will not permit any member of the BST Group to, directly or indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to, any Indebtedness to, or Contingent Obligations arising from guarantees of obligations of, the Company, any Subsidiary of the Company or any Affiliate of the Company that is not a Member of the BST Group.”

6 Amendment to Section 11.6 . Section 11.6 of the Note Purchase Agreement is hereby amended and restated to read in its entirety as follows:

The Company will not, and will not permit any Subsidiary to, make any Asset Disposition, except (i) the Asset Dispositions described on Schedule 11.6 hereof, (ii) additional Asset Dispositions of the Company and its Subsidiaries (other than BST and its Subsidiaries) in an aggregate amount (excluding the amount of any Asset Dispositions described on Schedule 11.6) based on Fair Market Value not to exceed: (a) with respect to the period from the Closing Date through December 31, 2007, $6,420,000, or (b) during any fiscal year thereafter, $11,000,000, and with respect to which, subject to the mandatory prepayment provisions set forth in Section 9.3, the Company or such Subsidiary intends to apply the Net Proceeds Amount arising from any such Transfer under clauses (a) or (b) hereof to a Debt Prepayment Application

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or to reinvestments in the Company or such Subsidiary (in the form of capital expenditures or otherwise) within 365 days after such Transfer, and the Company or such Subsidiary applies such Net Proceeds Amount within such period, (iii) Asset Dispositions constituting part of the ASCI Reorganization, and (iv) Asset Dispositions of BST and its Subsidiaries in an aggregate amount based on Fair Market Value not to exceed €4,000,000 per fiscal year of BST.

Notwithstanding the foregoing, the Company will not, and will not permit any Subsidiary to, make any Asset Disposition to any Project Subsidiary (other than any Asset Disposition consisting of an equity Investment in, or loan constituting WLR Subordinated Indebtedness to, any such Project Subsidiary, by (i) WLR or any WLR Affiliate or (ii) the Company with the proceeds of an equity Investment in, or loan constituting WLR Subordinated Indebtedness to, the Company by WLR or any WLR Affiliate) if, on the date of such proposed Transfer, a default then exists in respect of any Indebtedness owing by such Project Subsidiary.

Notwithstanding anything to the contrary herein, the Company will not make any Asset Disposition or Transfer of any Pledged Collateral (as defined in the Pledge Agreement).”

7 Amendment to Section 11.7 . Section 11.7 of the Note Purchase Agreement is hereby amended by deleting the word “and” at the end of clause (m), deleting the “.” at the end of clause (n) and replacing it with “; and” and the adding the following clause (o) as the last clause thereof:

“(o) Investments constituting part of the ASCI Reorganization.”

8 Amendment to Section 11.8 . Section 11.8 of the Note Purchase Agreement is hereby amended by deleting the word “and” at the end of clause (c), deleting the “.” at the end of clause (d) and replacing it with “; and” and the adding the following clause (e) as the last clause thereof:

“(e) BST and its Subsidiaries may declare and make dividends or other distributions payable solely in Stock or Stock Equivalents to the Company in connection with consummation of the ASCI Reorganization.”

9 Amendment to Section 12 .

(a) Section 12(k) of the Note Purchase Agreement is hereby amended and restated to read in its entirety as follows:

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(b) Section 12 of the Note Purchase Agreement is hereby amended by adding the following clause (l) as the last clause thereof:

10 Amendment to Schedule B .

(a) Schedule B of the Note Purchase Agreement is hereby amended by adding the following defined terms to Schedule B in the proper alphabetical order:

“ ASCI Reorganization ” means the series of transactions effected by ITG among itself and certain of its Subsidiaries and BST and its subsidiaries as described in the ASCI Reorganization Step Plan.

“ ASCI Reorganization Step Plan ” means the step plan dated April 11, 2008 entitled “ITG Legal Entity Realignment” prepared by Ernst & Young and attached to the First Amendment as Exhibit A, as such step plan may be modified from time to time so long as in the case of any such modification that is materially adverse to the holders of the Notes o