FIFTH AMENDMENT OF SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.2

FIFTH AMENDMENT
OF
SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT

     This Fifth Amendment, dated effective as of February 4, 2005, by and among CROWN CRAFTS, INC. (the “Company”), and BANC OF AMERICA STRATEGIC SOLUTIONS, INC. (assignee of Bank of America, N.A.), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, and WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, N.A.) (collectively, the “Purchasers”).

     WHEREAS, the parties hereto have executed and delivered that certain Subordinated Note and Warrant Purchase Agreement dated as of July 23, 2001, as amended by First Amendment of Subordinated Note and Warrant Purchase Agreement dated as of September 28, 2001, Second Amendment of Subordinated Note and Warrant Purchase Agreement dated as of February 10, 2003, Global Amendment Agreement dated as of April 29, 2003 and Fourth Amendment of Subordinated Note and Warrant Purchase Agreement dated as of August 1, 2003(as so amended, the “Purchase Agreement”);

     WHEREAS, the Company has requested a modification of, among other things, the financial covenants under the Purchase Agreement;

     WHEREAS, the Purchasers are willing to enter into this Amendment subject to the satisfaction of conditions and terms set forth herein;

     WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement; and

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     lA. Section 8.01(a) of the Purchase Agreement. Section 8.01(a) of the Purchase Agreement is amended by deleting it in its entirety and substituting the following therefor:

     (a) Minimum EBITDA . Consolidated EBITDA shall not be less than, at the end of each Fiscal Quarter, for such Fiscal Quarter and the 3 immediately preceding Fiscal Quarters, the amount set forth below corresponding to such Fiscal Quarter:

     lB. Section 8.01(b) of the Purchase Agreement. Section 8.01(b) of the Purchase Agreement is amended by deleting it in its entirety and substituting the following therefor:

     (b) Debt/EBITDA Ratio. The Debt/EBITDA Ratio will not exceed, at the end of each Fiscal Quarter set forth below, calculated as to Debt as of such Fiscal Quarter and calculated as to Consolidated EBITDA for such Fiscal Quarter and the 3 immediately preceding Fiscal Quarters, the ratio set forth below corresponding to such Fiscal Quarter :

     lC. Section 8.01(d) of the Purchase Agreement. Section 8.01(d) of the Purchase Agreement is amended by deleting it in its entirety and substituting the following therefor:

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     (d) EBITDA/Cash Interest Ratio. The EBITDA/Cash Interest Ratio will not be less than, at the end of each Fiscal Quarter set forth below, for such Fiscal Quarter and the 3 immediately preceding Fiscal Quarters, the amount set forth below corresponding to such Fiscal Quarter:

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     4A. Reference to and Effect on the Purchase Agreement. (a) Upon the effectiveness of this Amendment, on and after the date hereof each reference in the Purchase Agreement to “this Agreement”, “hereunder”, “hereof’ or words of like import referring to the Purchase Agreement, and each reference in any other document to “the Purchase Agreement”,

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“thereunder”, “thereof’ or words of like import referring to the Purchase Agreement, shall mean and be a reference to the Purchase Agreement, as amended hereby.

     (b) Except as specifically amended above, the Purchase Agreement, and all other related documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any holder of a Note under the Purchase Agreement or the Notes, nor constitute a waiver of any provision of any of the foregoing.

     4B. Costs and Expenses. The Company agrees to pay on demand all costs and expenses incurred by the Purchasers or any other holder of a Note in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel. The Company further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of counsel), incurred by the Purchasers or any other any holder of a Note in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment, including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this paragraph 4B.

     4C. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

     4D. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

     4E. No Default or Claims. To induce the Purchasers to enter into this Amendment, the Company hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default, (ii) no right of offset, recoupment, defense, counterclaim, claim or objection in favor of the Company arising out of or with respect to any of the Notes or other obligations of the Company owed to any holder of a Note, and (iii) each Purchaser has acted in good faith and has conducted its relationships with the Company in a commercially reasonable manner in connection with the negotiations, execution and delivery of this Amendment and in all respects in connection with the Purchase Agreement, the Company hereby waiving and releasing any such claims to the contrary that may exist as of the date of this Amendment.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

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