0001193125-07-250432 Sample Contracts

Letter of waiver and consent
Credit Agreement • November 19th, 2007 • International Textile Group Inc • Motor vehicle parts & accessories

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”).

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