Exhibit 10.1
THIRTEENTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
THIS
THIRTEENTH
AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
("Thirteenth
Amendment") is made as
of the 3rd day of November, 2008, by and
between CULP, INC., a North Carolina corporation (together with its successors
and permitted assigns, the "Borrower"), and WACHOVIA BANK, NATIONAL
ASSOCIATION
(formerly, Wachovia Bank, N.A.), a national banking association, as
Agent and as
a Bank (together with its endorsees, successors and assigns, the
"Bank").
BACKGROUND
----------
The
Borrower and the Bank entered into an Amended and Restated Credit
Agreement, dated as of
August 23,
2002, as amended by Second Amendment to
Amended and Restated Credit Agreement (the "Second Amendment"),
dated as of June
3, 2003; by Third Amendment to Amended and Restated Credit
Agreement (the "Third
Amendment"), dated as
of August 23, 2004;
by Fourth Amendment to Amended and
Restated Credit Agreement ("Fourth Amendment"), dated as of
December 7, 2004; by
Fifth Amendment to Amended and Restated Credit Agreement ("Fifth Amendment")
dated as of February 18, 2005; by Sixth Amendment to Amended and
Restated Credit
Agreement ("Sixth Amendment"), dated as of August 30, 2005; by
Seventh Amendment
to Amended and Restated Credit Agreement ("Seventh Amendment"), dated as of
December 7, 2005; by Eighth Amendment to Amended and Restated
Credit Agreement
("Eighth Amendment"),
dated as of January
29, 2006; by Ninth Amendment to
Amended and Restated Credit Agreement ("Ninth Amendment"),
dated as of July
20,
2006; by Tenth
Amendment to Amended and Restated Credit Agreement ("Tenth
Amendment"), dated as
of January 22, 2007; by Eleventh Amendment to Amended and
Restated Credit Agreement ("Eleventh Amendment"), dated as of April 16, 2007;
and by Twelfth
Amendment to Amended and Restated Credit Agreement ("Twelfth
Amendment"), dated as of December 27, 2007 (it being acknowledged
by the parties
hereto that the
proposed First Amendment to Amended and Restated Credit
Agreement, which had
been under discussion in March 2003, was never executed by
the parties and is of no force or effect; otherwise, such agreement, as
amended
by the Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment,
Sixth Amendment,
Seventh Amendment,
Eighth Amendment,
Ninth Amendment,
Tenth
Amendment, Eleventh
Amendment, and Twelfth
Amendment, and as it may be further
amended, restated,
supplemented and/or modified, shall be referred to herein as
the "Credit Agreement"). Terms used herein and not herein defined
shall have the
meanings given to them in the Credit Agreement.
The
Borrower has now requested additional amendments to the provisions
of
the Credit Agreement,
which the Bank is
willing to accommodate
subject to the
terms, provisions and conditions set forth in this Thirteenth
Amendment.
<PAGE>
NOW,
THEREFORE,
in consideration of the premises and other good and
valuable
consideration, the
receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Bank hereby agree as
follows:
1.
Amendments to Credit
Agreement. The Credit
Agreement is hereby amended
as follows:
(a)
The following
definitions
in Section 1.01 are hereby amended and
restated in their entireties to read as follows:
"Applicable Margin" means three percent (3%).
"Termination Date"
means whichever is
applicable:
(i) December 31,
2009, (ii) the
date the Commitments are terminated pursuant to Section 6.01
following
the occurrence of an Event of Default, or (iii) the date the
Borrower
terminates the Commitments entirely pursuant to Section 2.08.
(b)
The following
definitions
are hereby
added to Section 1.01 of the
Credit Agreement:
"Note Purchase Agreement" means the Note Purchase Agreements, dated
as
of March 4, 1998, among the Borrower, as the Company, and each of
Connecticut
General Life Insurance Company, Life Insurance Company of North
America,
CIGNA Property and
Casualty Insurance
Company, The Mutual Life
Insurance
Company of New York,
United Omaha Life
Insurance Company,
The
Prudential
Insurance Company of America, and Allstate Life Insurance
Company,
as Purchasers, as amended by: (i) First
Amendment dated as of
January 31,
2002; (ii) Second Amendment dated as of December 6, 2006; (iii)
Third Ame
