LIMITED WAIVER AND AMENDMENT NO. 15 TO CREDIT AGREEMENT

Exhibit 10.1

Execution Version

LIMITED WAIVER AND AMENDMENT NO. 15 TO CREDIT AGREEMENT

This LIMITED WAIVER AND AMENDMENT NO. 15 TO CREDIT AGREEMENT (this “ Waiver and Amendment ”) is dated as of May 20, 2009 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (“ ITG ”), the other Borrowers and Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself and as Agent (“ Agent ”), and the other Lenders signatory hereto. Unless otherwise specified herein, capitalized terms used in this Waiver and Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).

R E C I T A L S:

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 a limited waiver and 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 Limited Waiver . The Agent and the Lenders hereby waive, for the period from and after the date hereof up to and including June 20, 2009, any breach of Section 4.1 of the Credit Agreement, and any Default or Event of Default as a result thereof, solely to the extent that Borrowers failed to deliver to the Agent an unqualified opinion (as to going concern) in connection with Borrowers’ delivery of a copy of the audited consolidated balance sheets of ITG and each of its Subsidiaries (including the Excluded Subsidiaries) as at the end of fiscal year ended December 31, 2008 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year.

2 Amendment to Section 1.1 . Section 1.1(b) of the Credit Agreement is hereby amended by deleting clause (A)(ii) thereof and replacing it with the following:

“(ii) the Letter of Credit Obligations for all Letters of Credit would exceed the US Dollar Equivalent of $17,500,000 (the “ L/C Sublimit ”) or”

3 Amendment to Section 1.9 . Section 1.9(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Unused Commitment Fee . The US Borrowers shall pay to the Agent, for the ratable benefit of the Revolving Lenders, a fee (the “ Unused Commitment Fee ”) in an amount equal to

(A) the Aggregate Revolving Loan Commitment, less

(B) the sum of (x) the average daily principal balance of all Revolving Loans outstanding plus (y) the average daily amount of Letter of Credit Obligations plus (z) the average daily principal balance of Swing Loans, in each case, during the preceding month (the sum of (x), (y) and (z), the “Average Daily Revolving Amount”),

multiplied by 1.00%. Such fee shall be payable monthly in arrears on the first day of the month following the date hereof and the first day of each month thereafter. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after mutual execution and delivery of this Agreement.”

4 Amendments to Section 11.1 . Section 11.1 of the Credit Agreement is hereby amended as follows:

(i) the definition of “Applicable Margin” is hereby amended and restated in its entirety to read as follows:

“‘Applicable Margin’ means:

(a) for the period commencing on the Closing Date through January 31, 2007, 2.00% for LIBOR Loans and 1.00% for Base Rate Loans;

(b) for the period commencing February 1, 2007 up to but not including the Thirteenth Amendment Effective Date, the Applicable Margin shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time as set forth below, determined on the first Business Day of each Fiscal Month based upon the Average Daily Revolving Amount during the immediately preceding fiscal month:

(c) for the period from and after the Thirteenth Amendment Effective Date up to but not including the Fifteenth Amendment Effective Date, 2.75% for LIBOR Loans and 1.75% for Base Rate Loans; and

(d) for the period from and after the Fifteenth Amendment Effective Date, 4.00% for LIBOR Loans and 3.00% for Base Rate Loans;

Notwithstanding anything herein to the contrary, Swing Loans may not be LIBOR Rate Loans.”

-2-

(ii) the definition of “Base Rate” is hereby amended and restated in its entirety to read as follows:

“‘Base Rate’ means, at any time, a rate per annum equal to the higher of (a) the rate last quoted by The Wall Street Journal as the “base rate on corporate loans posted by at least 75% of the nation’s largest banks” in the United States (the “base rate”) or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Agent) or any similar release by the Federal Reserve Board (as determined by the Agent), (b) the sum of 3.0% per annum and the Federal Funds Rate and (c) the sum of (x) LIBOR, as defined herein, calculated for each such day based on an Interest Period of three months (or six months for Interest Periods of six months) determined two (2) Business Days prior to such day, plus (y) the excess of the Applicable Margin for LIBOR Loans over the Applicable Margin for Base Rate Loans, in each instance, as of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “base rate”, the “bank prime loan” rate or the Federal Funds Rate.”

(iii) the definition of “LIBOR” is hereby amended and restated in its entirety to read as follows:

“‘LIBOR’ means for each Interest Period, the greater of (a) the offered rate per annum for deposits of Dollars for the applicable Interest Period and (b) the offered rate per annum for deposits of Dollars for an Interest Period of three months (or six months for Interest Periods of six months), in each case, that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by the Agent (rounded upwards, if necessary, to the nearest  ¹ / 100 of 1%) at which deposits of Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period by major financi