Exhibit 10.1


                         NINTH AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT



     THIS NINTH  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  ("Ninth
Amendment") is made as of the 20th day of July, 2006, 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,  and by Eighth  Amendment  to  Amended  and  Restated  Credit
Agreement  ("Eighth  Amendment"),  dated  as  of  January  29,  2006  (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  and Eighth
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 Seventh 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:


<PAGE>

     (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) August 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)  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 $2,500,000.00."

     (c)  Section 5.26 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

          "Section 5.26 Liquidity  Requirement.  The Borrower will maintain with
     the  Bank  at  all  times  collected  deposit  balances  of not  less  than
     $2,000,000 (none of which shall have been borrowed hereunder).

     (d)  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 2006 and Fiscal Year 2007 shall equal or exceed the
     following amounts:

     Fiscal Quarter Ending July 30, 2006                  $10,000,000
     Fiscal Quarter Ending October 29, 2006               $10,000,000
     Fiscal Quarter Ending January 28, 2007               $10,000,000
     Fiscal Quarter Ending April 29, 2007                 $11,000,000"

     2.   Further  Assurances.  The  Borrower  will  execute  such  confirmatory
instruments,  if any,  with  respect  to the  Credit  Agreement  and this  Ninth
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 Ninth Amendment) and
agrees  that:  (i) except as  expressly  modified by this Ninth  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 Ninth  Amendment  shall not be  construed  as an  agreement  to
extinguish the Borrower's  obligations  under the Credit  Agreement or the Notes


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<PAGE>

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

     5.   Counterparts.  This Ninth  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.   Modification  and Extension Fee. The Borrower shall pay to the Bank on
the date this Ninth Amendment is executed,  an amendment and extension fee equal
to $10,000.00, which fee, once paid, shall be fully earned and non-refundable.

     7.   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 Ninth Amendment,  including  without  limitation  reasonable  attorneys'
fees.

                            [Signature Page Follows]









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<PAGE>

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


                                   BORROWER:

                                   CULP, INC.


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




                                   BANK:

                                   WACHOVIA BANK, NATIONAL ASSOCIATION,
                                   as Agent and as Bank


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










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