Exhibit 10.3

                         TENTH AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT



     THIS TENTH  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  ("Tenth
Amendment")  is made as of the 22 day of January,  2007,  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, and by Ninth  Amendment to
Amended  and  Restated  Credit  Agreement,  dated  as of July 20,  2006  ("Ninth
Amendment") (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,  and  Ninth  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 Tenth Amendment.

     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 definition in Section 1.01 is hereby amended and restated
in its entirety to read as follows:

          "Termination  Date" means  whichever is applicable of (i) December 31,
     2007, (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  definition  of  "Existing  Letters of Credit" set forth in Section
1.01 is  hereby  amended  by  deleting  clause  (iv),  which  was  added to such
definition by the Sixth Amendment, and by inserting in lieu thereof a new clause
(iv) which shall read as follows:

          "(iv) those additional letters of credit which have been issued by the
     Bank for the  account  of the  Borrower  prior  to the  date of this  Tenth
     Amendment  and  which  remain   outstanding  on  the  date  of  this  Tenth
     Amendment."

     (c) The  aggregate  amount of the  Commitment of the Bank and the aggregate
amount of the  Total  Commitments,  each as set  forth on page 62 of the  Credit
Agreement, are hereby reduced to $6,500,000.00.

     (d) Section 5.24 of the Credit  Agreement is hereby amended and restated in
its entirety to read as follows:

          "Section 5.24 Capital Expenditures. Aggregate Capital Expenditures for
     any Fiscal Year will not exceed $3,000,000.00."

     (e) Section 5.26 of the Credit Agreement entitled  "Liquidity  Requirement"
is hereby deleted in its entirety.

     (f) Section 5.27 of the Credit  Agreement is hereby amended and restated in
its entirety to read as follows:

          "Section  5.27.  Minimum  EBITDA.  EBITDA,  for the  following  Fiscal
     Quarters of Fiscal Year 2007 shall equal or exceed the following amounts:

          Fiscal Quarter Ending January 28, 2007               $10,000,000
          Fiscal Quarter Ending April 29, 2007                 $11,000,000
          Fiscal Quarter Ending July 29, 2007                  $11,500,000
          Fiscal Quarter Ending October 28, 2007
           and for all Fiscal Quarters thereafter              $12,500,000."

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     2.  Further  Assurances.   The  Borrower  will  execute  such  confirmatory
instruments,  if any,  with  respect  to the  Credit  Agreement  and this  Tenth
Amendment as the Bank may reasonably request.

     3. Ratification by Borrower.  The Borrower ratifies and confirms all of its
representations,  warranties,  covenants,  liabilities and obligations under the
Credit  Agreement  (except as expressly  modified by this Tenth  Amendment)  and
agrees  that:  (i) except as  expressly  modified by this Tenth  Amendment,  the
Credit Agreement continues in full force and effect as if set forth specifically
herein; and (ii) the Borrower has no right of setoff, counterclaim or defense to
payment of its obligations under the Credit Agreement. The Borrower and the Bank
agree  that this Tenth  Amendment  shall not be  construed  as an  agreement  to
extinguish the Borrower's  obligations  under the Credit  Agreement or the Notes
and shall not constitute a novation as to the  obligations of the Borrower under
the Credit Agreement or the Notes. The Bank hereby expressly reserves all rights
and remedies it may have against all parties who may be or may hereafter  become
secondarily  liable  for the  repayment  of the  obligations  under  the  Credit
Agreement or the Notes.

     4.  Amendments.  This Tenth  Amendment may not itself be amended,  changed,
modified,  altered,  or  terminated  without in each  instance the prior written
consent of the Bank.  This Tenth Amendment shall be construed in accordance with
and governed by the laws of the State of North Carolina.

     5.  Counterparts.  This Tenth  Amendment  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.

     6.  Bank's  Expenses.  In  accordance  with  Section  9.03  of  the  Credit
Agreement,  Borrower  hereby  acknowledges  and  agrees  to pay  all  reasonable
out-of-pocket  expenses  incurred by the Bank in connection with the preparation
of this Tenth Amendment,  including  without  limitation  reasonable  attorneys'
fees.

                            [Signature Page Follows]


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     IN WITNESS WHEREOF,  this Tenth Amendment has been duly executed under seal
by Borrower and Bank as of the day and year first above written.


                                      BORROWER:

                                      CULP, INC.                          (SEAL)


                                      By: /s/ Kenneth R. Bowling
                                      Name:  Kenneth R. Bowling
                                      Title: Vice President, Finance & Treasurer




                                      BANK:

                                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                      as Agent and as Bank                (SEAL)


                                      By: /s/ Matthew M. Rankin
                                      Name: Matthew M. Rankin
                                      Title: Senior Vice President


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