<PAGE>
                                                                    EXHIBIT 10.1


                           GLOBAL AMENDMENT AGREEMENT



         THIS GLOBAL AMENDMENT AGREEMENT (this "Agreement") is dated as of April
29, 2003, by and among CROWN CRAFTS, INC., (the "Parent", or the "Company"),
CHURCHILL WEAVERS, INC., HAMCO, INC. AND CROWN CRAFTS INFANT PRODUCTS, INC.
(individually and collectively, as the context shall require, the "Subsidiaries"
and, together with the Parent, the "Borrowers" or the "Obligors"), WACHOVIA
BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, N.A.) in its
capacity as Agent under the Credit Agreement described below (the "Agent"),
WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank,
N.A.), BANC OF AMERICA STRATEGIC SOLUTIONS, INC. (as assignee of Bank of
America, N.A.) and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (individually and
collectively, as the context shall require, the "Lenders" or the "Purchasers"),
and WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank,
N.A.), BANK OF AMERICA, N.A. and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as
Holders (as that term is defined below).

                                   WITNESSETH:

         WHEREAS, the Borrowers, the Agent and the Lenders entered into that
Credit Agreement dated as of July 23, 2001, as amended by First Amendment to
Credit Agreement dated as of September 28, 2001, Second Amendment to Credit
Agreement dated as of November 25, 2002 and Third Amendment to Credit Agreement
dated as of February 10, 2003 (as so amended, the "Credit Agreement");

         WHEREAS, the Company and the Purchasers entered into 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 and Second Amendment of Subordinated Note and
Warrant Purchase Agreement dated as of February 10, 2003 (as so amended, the
"Purchase Agreement");

         WHEREAS, the Subsidiaries are Obligors under the Purchase Agreement and
the "Transaction Documents", as that term is defined in the Purchase Agreement;

         WHEREAS, pursuant to the Credit Agreement, the Borrowers and the Agent
entered into the "Security Documents", including a "Domestic Stock Pledge
Agreement", a "Foreign Stock Pledge Agreement", a "Security Agreement" and the
"Mortgages", as those terms are defined in the Credit Agreement (collectively,
the "Senior Security Documents");

         WHEREAS, pursuant to the Purchase Agreement, the Company and the
Purchasers entered into the "Security Documents", including a "Domestic Stock
Pledge Agreement", a "Foreign Stock Pledge Agreement", a "Security Agreement"
and the "Mortgages", as those terms are defined in the Purchase Agreement
(collectively, the "Subordinated Security Documents") and the Company issued to
the Lenders the "Warrants", as that term is defined in the Purchase Agreement
(the Warrant issued to Bank of America, N.A. not having been assigned by it to
Banc of America Strategic Solutions, Inc., but still being held by Bank of
America, N.A.,



<PAGE>

and Wachovia Bank, National Association, Bank of America, N.A. and The
Prudential Insurance Company of America, in their capacity as holders of the
Warrants, being individually and collectively referred to herein, as the
"Holders");

         WHEREAS, pursuant to the Credit Agreement and the Purchase Agreement,
the Agent, as Collateral Agent, the Lenders and the Purchasers are parties to an
Intercreditor Agreement dated as of July 23, 2001 (the "Intercreditor
Agreement");

         WHEREAS, the Company has requested that the Holders execute and deliver
a Reserved Shares Agreement to be dated as of even date herewith, pursuant to
which (i) the Holders would permit the Company to issue "Contingent Shares" (as
that term is defined therein) upon the happening of certain events and (ii) the
Company would issue to the Holders the "Subordinated Contingent Notes" (as that
term is defined therein), payable to the Holders upon the circumstances, in the
amounts and upon the terms set forth therein, which Subordinated Contingent
Notes will be subordinated as to payment and priority to the obligations under
the Credit Agreement in the same manner and to the same extent as the "Notes"
issued under, and as defined in, the Purchase Agreement, pursuant to Article X
of the Purchase Agreement; and

         WHEREAS, the parties intend to amend the Credit Agreement, the Purchase
Agreement and the Intercreditor Agreement to permit and give effect to the
foregoing, and to include the Subordinated Contingent Notes as part of the
"Obligations" (as that term is defined in the Purchase Agreement), secured
pursuant to the Subordinated Security Documents, subject to the terms and
conditions hereof;

         NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Parent and the Subsidiaries
(in their respective capacities as Borrowers under the Credit Agreement and
Obligors under the Purchase Agreement), the Agent, and the Lenders and
Purchasers (in their respective capacities as such under the Credit Agreement
and the Purchase Agreement, respectively), and the Holders (in their capacities
as holders of the Subordinated Contingent Notes) hereby covenant and agree as
follows:

         1. Definitions. Unless otherwise specifically defined herein, each term
used herein which is defined in the Credit Agreement or the Purchase Agreement
shall have the meaning assigned to such term in the Credit Agreement or the
Purchase Agreement, as the case may be.

         2. Amendments to Credit Agreement.

                  (a) Amendment to Section 1.01(B). Section 1.01(B) of the
         Credit Agreement hereby is amended by deleting the definition of
         "Permitted Encumbrances" and adding the definitions of "Permitted
         Encumbrances" and "Subordinated Contingent Notes" in appropriate
         alphabetical sequence, as follows:

                           "Permitted Encumbrances" means, (i) as to the
                  Collateral granted pursuant to SECTION 3.01, the liens and
                  encumbrances securing the Subordinated Contingent Notes and
                  the encumbrances set forth on SCHEDULE 3.01, and (ii) as to
                  each parcel of the Real Properties, the encumbrances expressly
                  permitted by the Mortgage with respect to such parcel of the
                  Real Properties.



                                       2
<PAGE>

                           "Subordinated Contingent Notes" means the
                  Subordinated Contingent Promissory Notes dated April 29, 2003,
                  issued by the Parent to Wachovia Bank, National Association,
                  Bank of America, N.A. and The Prudential Insurance Company of
                  America, together with all amendments, consolidations,
                  modifications, renewals and supplements thereto, which are
                  payable to the order of such holders upon the circumstances,
                  in the amounts and upon the terms set forth therein, which
                  Subordinated Contingent Notes are subordinated as to payment
                  and priority to the obligations under this Agreement in the
                  same manner and to the same extent as the Senior Subordinated
                  Notes pursuant to Article X of the Senior Subordinated Notes
                  Purchase Agreement.

                  (b) Amendment to Section 5.21(a). Section 5.21(a) of the
         Credit Agreement hereby is deleted in its entirety and the following is
         substituted therefor:

                           Debt owing by any Borrower to any other Borrower that
                  is subordinated to the payment of the Obligations, the Senior
                  Subordinated Notes and the Subordinated Contingent Notes;

         3. Amendments to Purchase Agreement.

                  (a) Addition of Holders of Subordinated Contingent Notes. The
         holders of the Subordinated Contingent Notes hereby are added to this
         Agreement for the purposes of adding the obligations under the
         Subordinated Contingent Notes as "Obligations" hereunder, secured under
         the Security Documents, and for the purposes of Article X and Sections
         9.02, 11.01, 11.03, 11.05 and 11.11 hereof, and shall be subject to and
         entitled to the benefits thereof. The parties hereto acknowledge that
         the Collateral is held by the Collateral Agent for the ratable benefit
         of the Purchasers and the holders of the Subordinated Contingent Notes.

                  (b) Amendment to Section 1.01. Section 1.01 of the Purchase
         Agreement hereby is amended by deleting the definitions of
         "Collateral", "Permitted Encumbrances" and "Required Holders" and
         adding the definitions of "Collateral", "Obligations", "Permitted
         Encumbrances", "Required Holders" and "Subordinated Contingent Notes"
         in appropriate alphabetical sequence, as follows:

                           "Collateral" shall mean (i) the personal property in
                  which the Collateral Agent, for the benefit of the Purchasers
                  and the holders of the Subordinated Contingent Notes, is
                  granted a security interest pursuant to the Security
                  Agreement, (ii) the Real Property conveyed to the Collateral
                  Agent pursuant to the Mortgages, and (iii) the Domestic
                  Pledged Stock and the Foreign Pledged Stock pledged to the
                  Collateral Agent pursuant to the Domestic Stock Pledge
                  Agreement and the Foreign Stock Pledge Agreement,
                  respectively.

                           "Obligations" shall mean all Debts, indebtedness,
                  liabilities, covenants, duties and other obligations of the
                  Obligors: (i) to the Collateral Agent, any of the Purchasers,
                  any of the holders of the Subordinated Contingent Notes, or
                  any of their respective successors, permitted transferees or
                  permitted assigns, included or arising from time to time under
                  this Agreement or any other Transaction Document, whether
                  evidenced by any note or other writing, whether arising from
                  the extension of credit, opening of a letter of credit,
                  acceptance or loan guaranty, including, without limitation,
                  principal, interest, Yield-Maintenance Amount, fees, costs,
                  attorney's fees and indemnification amounts and any and all
                  extensions or renewals thereof in whole or in part, direct or
                  indirect, absolute or contingent, due or to become due,
                  primary or secondary, or joint or several; (ii) to any
                  Purchaser or Affiliate thereof arising under any Interest Rate
                  Protection Agreement with any such Purchaser or Affiliate,
                  including, without limitation, any premature termination or
                  breakage or other costs with respect thereto; (iii) to any
                  Purchaser and its Affiliates, arising in connection with any
                  banking or related transactions, services or functions
                  provided to the



                                       3
<PAGE>

                  Company in connection with the conduct of the Company's
                  business (excluding extensions of credit giving rise to any
                  Debt for Money Borrowed not related to this Agreement or any
                  of the other Transaction Documents).

                           "Permitted Encumbrances" means, (i) as to the
                  Collateral granted pursuant to the Security Agreement, the
                  liens and encumbrances securing the Subordinated Contingent
                  Notes and the encumbrances set forth on Schedule 7.10, and
                  (ii) as to each parcel of the Real Properties, the
                  encumbrances expressly permitted by the Mortgage with respect
                  to such parcel of the Real Properties.

                           "Required Holders" shall mean at any time: (i) prior
                  to payment in full of the Notes and all other Obligations
                  pertaining thereto, Purchasers holding at least (1) so long as
                  there are 3 or fewer Purchasers, 100%, (2) otherwise, 66
                  2/3's% of the aggregate outstanding principal amount of the
                  Notes; provided, however, that such calculation shall be made
                  without including the principal amount of Notes held by any
                  Purchasers which are in default with respect to their
                  obligations to the Collateral Agent, any Obligor or any
                  Purchaser; and (ii) thereafter, holders of Subordinated
                  Contingent Notes holding at least (1) so long as there are 3
                  or fewer such holders, 100%, (2) otherwise, 66 2/3's% of the
                  aggregate outstanding principal amount of the Subordinated
                  Contingent Notes; provided, however, that such calculation
                  shall be made without including the principal amount of
                  Subordinated Contingent Notes held by any Purchasers which are
                  in default with respect to their obligations to the Collateral
                  Agent, any Obligor or any other such holder.

                           "Subordinated Contingent Notes" means the
                  Subordinated Contingent Promissory Notes dated April 29, 2003,
                  issued by the Company to Wachovia Bank, National Association,
                  Bank of America, N.A. and The Prudential Insurance Company of
                  America, together with all amendments, consolidations,
                  modifications, renewals and supplements thereto, which are
                  payable to the order of such holders upon the circumstances,
                  in the amounts and upon the terms set forth therein.

                  (c) Amendment to Section 9.02. Section 9.02 of the Purchase
         Agreement hereby is amended by adding a new (g) at the end thereof, as
         follows:

                           (g) The parties hereto acknowledge and agree that:
                  (i) until payment in full of the Notes and all Obligations
                  relating thereto, the foregoing provisions of this Section
                  9.02 shall be exercisable solely by the Purchasers
                  constituting the Required Holders; and (ii) thereafter, the
                  foregoing provisions of this Section 9.02 shall be exercisable
                  by the holders of Subordinated Contingent Notes constituting
                  the Required Holders, and for such purposes, references to
                  "Notes" shall be deemed to be references to "Subordinated
                  Contingent Notes".

                  (d) Amendment to Article X. Article X of the Purchase
         Agreement hereby is deleted in its entirety and the following is
         substituted therefor:


                                    ARTICLE X

            SUBORDINATION OF NOTES AND SUBORDINATED CONTINGENT NOTES

                           SECTION 10.01. SUBORDINATION. Anything in this
                  Agreement to the contrary notwithstanding, all amounts owing
                  to the holders of the Notes under this Agreement or any other
                  Transaction Document, and any amounts owing to the holders of
                  the Subordinated Contingent Notes, in each case including
                  without limitation, principal, Yield-Maintenance Amount, if
                  any, interest and fees (excluding fees and expenses of special
                  counsel to the holders of the Notes or the holders of the
                  Contingent Subordinated Notes) (the "SUBORDINATED DEBT"),
                  shall be subordinate and junior to all Senior Debt to the
                  extent set forth in Section 10.01(a) through (g), inclusive,
                  below.



                                       4
<PAGE>

                           (a) INSOLVENCY. In the event of any insolvency,
                  bankruptcy, liquidation, reorganization or other similar
                  proceedings, or any receivership proceedings in connection
                  therewith, relative to the Company or any other Obligor, and
                  in the event of any proceedings for voluntary liquidation,
                  dissolution or other winding up of the Company or any other
                  Obligor, whether or not involving insolvency or bankruptcy
                  proceedings, then all Senior Debt shall first be paid in full
                  in cash before any payment of or on account of the
                  Subordinated Debt.

                           (b) INSOLVENCY DISTRIBUTIONS. In any of the
                  proceedings referred to in Section 10.01(a) above, any payment
                  or distribution of any kind or character, whether in cash,
                  property, stock or obligations, which may be payable or
                  deliverable by the Company in respect of the Subordinated Debt
                  shall be paid or delivered directly to the holders of Senior
                  Debt (or to a banking institution selected by the court or
                  Person making the payment or delivery or designated by any
                  holder of Senior Debt) for application in payment thereof in
                  accordance with the priorities then existing among such
                  holders, unless and until all Senior Debt shall have been paid
                  in full in cash; provided, however, that no such delivery
                  shall be made to holders of Senior Debt of stock or
                  obligations which are issued pursuant to reorganization
                  proceedings in respect of the Subordinated Debt if such stock
                  or obligations are subordinate and junior (whether by law or
                  agreement) at least to the extent provided in this Section
                  10.01 to the payment of all Senior Debt then outstanding and
                  to the payment of any stock or obligations which are issued in
                  exchange or substitution for any Senior Debt then outstanding.

                           (c) SENIOR DEBT PAYMENT DEFAULT -- PAYMENT BLOCKAGE.
                  If the Company shall default in the payment of any principal
                  of or interest or Premium on any Senior Debt when the same
                  becomes due and payable, whether at maturity or at a date
                  fixed for prepayment or by declaration of acceleration or
                  otherwise, then, until such default shall have been remedied
                  by payment in full in cash or waived, no holder of the Notes
                  or of the Subordinated Contingent Notes shall accept or
                  receive any direct or indirect payment of or on account of the
                  Subordinated Debt.

                           (d) SENIOR DEBT COVENANT DEFAULTS -- PAYMENT
                  BlOCKAGE. Upon the occurrence and during the continuance of
                  any Senior Debt Default (other than under circumstances when
                  the terms of Section 10.01(c) above are applicable), no holder
                  of the Notes or of the Subordinated Contingent Notes shall
                  accept or receive any direct or indirect payment of or on
                  account of any Subordinated Debt during the period (a
                  "BLOCKAGE PERIOD") beginning on the date of receipt by such
                  holder of written notice of such Senior Debt Default (a
                  "DEFAULT SUBORDINATION NOTICE") from the Required Holders and
                  ending on the earliest of (i) the date when all such Senior
                  Debt Defaults identified in the Default Subordination Notice
                  have been cured or waived in writing, (ii) the date that is
                  180 days after receipt of such Default Subordination Notice
                  and (iii) the date of repayment in full of the Senior Debt,
                  provided that (a) there shall be no more than four Blockage
                  Periods during the term of the Notes or of the Subordinated
                  Contingent Notes, (b) during any 365-day period, the aggregate
                  number of days for which Blockage Periods may be in effect
                  shall not exceed 210 days and (c) no facts or circumstances
                  constituting a Senior Debt Default existing on the date of
                  such Default Subordination Notice may be used as a basis for
                  any subsequent Default Subordination Notice. The provisions of
                  this Section 10.01(d) shall not prevent any payment on or in
                  respect of the Subordinated Debt which would (in the absence
                  of any such Senior Debt Default) have been payable on any date
                  during a Blockage Period from being paid following the
                  termination of such Blockage Period.

                           (e) STANDSTILL. At any time that the holders of the
                  Notes and of the Subordinated Contingent Notes are not
                  permitted to receive payments on the Subordinated Debt
                  pursuant to either Section 10.01(c) or (d), the holders of the
                  Notes and of the Subordinated Contingent Notes, to the extent
                  they are otherwise entitled to do so, will not accelerate the
                  maturity of the Notes or Subordinated Contingent Notes or
                  pursue any other remedy to enforce payment thereof or
                  initiate, or join in the initiation of, any bankruptcy or
                  insolvency proceeding relative to the Company until the
                  earliest of (i) the date when the Senior Debt Default giving
                  rise to the blockage of payments on the Notes pursuant to
                  Section 10.01(c) or (d) has been cured or waived in writing,
                  (ii) the date of the repayment in full of the Senior Debt,
                  (iii) the date that is 180 days after a Senior Debt payment



                                       5
<PAGE>
                  default, (iv) the end of the Blockage Period applicable to
                  such Senior Debt Default and (v) subject to the Intercreditor
                  Agreement, the date on which the Senior Debt shall have been
                  declared due and payable prior to its stated maturity or any
                  holder of Senior Debt commences proceedings to collect any
                  Senior Debt or realize upon any material part of the
                  collateral for any Senior Debt (the "STANDSTILL PERIOD"). Upon
                  the termination of the Standstill Period, the holders of the
                  Notes and of the Subordinated Contingent Notes may exercise
                  all rights or remedies they may have in law or equity, subject
                  to the terms hereof and of the Intercreditor Agreement.

                           (f) EXERCISE OF REMEDIES. So long as the Senior Debt
                  is outstanding, if (i) a default pursuant to which the
                  Subordinated Debt may be accelerated shall have occurred and
                  is continuing and (ii) the remedies of the holders of the
                  Subordinated Debt shall not have been suspended under the
                  Intercreditor Agreement, upon 90 days prior written notice to
                  the Senior Lenders of its intention to do so, each holder of
                  the Subordinated Debt may elect to exercise any of its
                  remedies that may exist at law or in equity. Except as
                  otherwise provided in this Section 10(f), so long as the
                  Senior Debt is outstanding, the Subordinated Lenders shall not
                  take any action to enforce any remedies with respect to the
                  Subordinated Debt.

                           (g) TURNOVER. If any payment or distribution of any
                  character, whether in cash, securities or other property,
                  shall be received by any holder of Notes or Subordinated
                  Contingent Notes in contravention of any of the terms of this
                  Section 10.01 and before all the Senior Debt shall have been
                  paid in full in cash, such payment or distribution shall be
                  received in trust for the benefit of the holders of the Senior
                  Debt at the time outstanding and shall forthwith be paid over
                  or delivered and transferred to the holders of Senior Debt.

                           (h) FILING CLAIMS. Each holder of the Notes and of
                  the Subordinated Contingent Notes SHALL duly and promptly take
                  such action as is reasonably necessary to file appropriate
                  claims or proofs of claim in any of the proceedings referred
                  to in Section 10.01(a) and to execute and deliver such other
                  instruments and take such other actions as may be reasonably
                  necessary to prove or realize upon such claims and to have the
                  proceeds of such claims paid as provided in this Section
                  10.01. In the event any holder of the Notes or of the
                  Subordinated Contingent Notes shall not have made any such
                  filing on or prior to the date ten days before the expiration
                  of the time for such filing or shall not have timely executed
                  or delivered any such other instruments and taken such other
                  actions, each holder of Senior Debt, acting through an agent
                  or otherwise, is hereby authorized, as the agent and
                  attorney-in-fact for such holder of Notes or Subordinated
                  Contingent Notes for the specific and limited purpose set
                  forth in this paragraph, but shall have no obligation, to file
                  such proof of claim for or on behalf of such holder of the
                  Notes or of the Subordinated Contingent Notes, execute and
                  deliver such other instruments for or on behalf of such the
                  Notes or of the Subordinated Contingent Notes and take such
                  other action necessary under applicable law to collect
                  (subject to the provisions of Section 10.01(b)) any amounts
                  due in respect of such claim in such proceeding. Anything
                  contained in this paragraph notwithstanding, the right to vote
                  any claim or claims in respect of the Subordinated Debt in
                  connection with any proceedings referred to in Section
                  10.01(a) is exclusively reserved to the holders of the Notes
                  and of the Subordinated Contingent Notes.

                           SECTION 10.02. Obligation of the Company
                  Unconditional. The provisions of this Article X are for the
                  purpose of defining the relative rights of the holders of
                  Senior Debt on the one hand, and the holders of the Notes and
                  of the Subordinated Contingent Notes on the other hand,
                  against the Company and its property, and nothing herein shall
                  impair, as between the Company and the holders of the Notes
                  and of the Subordinated Contingent Notes, the obligation of
                  the Company, which is unconditional and absolute, to pay to
                  the holders thereof the Subordinated Debt in accordance with
                  the terms and the provisions of this Agreement and the Notes.
                  Except as otherwise provided in Section 10.01(e), nothing
                  contained herein shall prevent the holders of the Notes or of
                  the Subordinated Contingent Notes from exercising all remedies
                  otherwise permitted by applicable law or under this Agreement
                  upon default under this Agreement or under the Notes
                  (including, without limitation, the right to demand payment
                  and sue for performance of the Agreement and of the Notes and
                  of the Subordinated Contingent Notes and to




                                       6
<PAGE>
                  accelerate the maturity of the Notes as provided in Article
                  IX) or of making demand for payment of the Subordinated
                  Contingent Notes, subject to the rights, if any, under this
                  Article X of holders of Senior Debt to receive cash, property,
                  stock or obligations otherwise payable or deliverable by the
                  Company to the holders of the Notes or of the Subordinated
                  Contingent Notes.

                           SECTION 10.03. SUBROGATION. Upon payment in full of
                  the Senior Debt in cash, the holders of the Notes and of the
                  Subordinated Contingent Notes shall be subrogated to the
                  rights of the holders of the Senior Debt to receive payments
                  or distributions of assets of the Company made on the Senior
                  Debt until the Subordinated Debt shall be paid in full, and,
                  for the purposes of such subrogation, no payments to the
                  holders of the Senior Debt of any cash, property, stock or
                  obligations to which the holders of the Notes and of the
                  Subordinated Contingent Notes would be entitled except for the
                  provisions of Section 10.01 above shall, as between the
                  Company, its creditors (other than the holders of the Senior
                  Debt) and the holders of the Notes and of the Subordinated
                  Contingent Notes, be deemed to be a payment by the Company to
                  or on account of the Senior Debt.

                           SECTION 10.04. RIGHTS OF HOLDERS OF SENIOR DEBT. The
                  provisions of this Article X shall be deemed a continuing
                  offer to all holders of Senior Debt to act in reliance on such
                  provisions (but no such reliance shall be required to be
                  proven to receive the benefits hereof) and may be enforced by
                  such holders, and no right of any present or future holder of
                  any Senior Debt to enforce subordination as provided in this
                  Article X shall be prejudiced or impaired by any act or
                  failure to act on the part of the Company or by any act or
                  failure to act by any such holder, or by any non-compliance by
                  the Company with the terms, provisions and covenants of this
                  Agreement or the Notes or the Subordinated Contingent Notes.
                  Without in any way limiting the generality of the foregoing,
                  the holders of Senior Debt may, at any time and from time to
                  time, without the consent of or notice to the holders of the
                  Notes or of the Subordinated Contingent Notes, and without
                  impairing or releasing the subordination provided in this
                  Article X or the obligations hereunder of the holders of the
                  Notes or of the Subordinated Contingent Notes to the holders
                  of Senior Debt, do any one or more of the following: (i)
                  change the manner, place or terms of payment or extend the
                  time of payment of, or renew or alter, or waive defaults under
                  Senior Debt, or otherwise amend or supplement in any manner
                  Senior Debt or any instrument evidencing the same or any
                  agreement under which Senior Debt is outstanding; (ii) sell,
                  exchange, release or otherwise deal with any property pledged
                  or mortgaged to secure or otherwise securing Senior Debt;
                  (iii) release any Person liable in any manner for the payment
                  or collection of Senior Debt; and (iv) exercise or refrain
                  from exercising any rights against the Company and any other
                  Person, including any guarantor or surety. The provisions of
                  this Article X shall continue to be effective, or be
                  reinstated as of the date immediately prior to payment in full
                  of the Senior Debt, as the case may be, if at any time
                  payment, or any part thereof, of any of Senior Debt is
                  rescinded or must otherwise be restored or returned by the
                  holders of Senior Debt upon occurrence of an event described
                  in Section 10.01(a), or otherwise, all as though such payments
                  had not been made.

                  (e) Amendment to Section 11.01. Section 11.01 of the Purchase
         Agreement hereby is deleted in its entirety and the following is
         substituted therefor:

                           SECTION 11.01. NOTICES. All notices, requests and
                  other communications to any party hereunder shall be in
                  writing (including telecopier) and shall be effective (a) if
                  given by mail, three (3) Business Days after being deposited
                  in the mails or (b) if given by telecopier, when so
                  telecopied. Notices hereunder shall be mailed or telecopied,
                  if to the Company at 916 South Burnside Drive, Gonzales,
                  Louisiana 70737, telecopier 225-647-9112, if to a Purchaser,
                  as provided on the Purchaser Schedule hereto, and if to a
                  holder of the Contingent Subordinated Notes, addressed as
                  follows, or to such other address as such holder may designate
                  by notice to the other parties hereto:



                                       7
<PAGE>

                           Wachovia Bank, National Association
                           191 Peachtree Street, N.E.
                           Atlanta, Georgia 30303-1757
                           Attention: Monica Cole
                           Telecopier number: 404-332-6920
                           Confirmation number: 404-332-4073

                           Bank of America, N.A.
                           101 N. Tryon St.
                           NC1-001-15-04
                           Charlotte, NC 28255-0001
                           Attention: Sally Johnson
                           Telecopier number: 704-409-0049
                           Confirmation number: 704-388-1112

                           The Prudential Insurance Company of America
                           c/o Prudential Capital Group
                           Corporate and Project Workouts
                           100 Mulberry Street, Gateway Center 4
                           Newark, New Jersey 07102
                           Attention: Paul Procyk
                           Telecopier number: 973-802-2333
                           Confirmation number: 973-367-3279

                  (f) Amendment to Section 11.03. Section 11.03 of the Purchase
         Agreement hereby is deleted in its entirety and the following is
         substituted therefor:

                           Section 11.03. EXPENSES.

                           (a) The Company agrees to pay on demand all costs,
                  expenses, taxes and fees (i) incurred by any Purchaser in
                  connection with the preparation, execution and delivery of
                  this Agreement and all other Transaction Documents, including
                  the reasonable fees and disbursements of counsel for such
                  Purchaser; (ii) incurred by such Purchaser in connection with
                  the preparation, execution and delivery of any waiver,
                  amendment or consent by such Purchaser relating to the
                  Transaction Documents, including the reasonable costs and fees
                  of counsel for such Purchaser; and (iii) incurred by such
                  Purchaser, including the reasonable costs and fees of its
                  counsel, in connection with the enforcement of the Transaction
                  Documents.

                           (b) The Company agrees to indemnify, pay and hold
                  each Purchaser and any holder of any of the Notes and the
                  Warrants and the officers, directors, employees and agents of
                  such Purchaser and such holders (the "Indemnified Persons")
                  harmless from and against any and all liabilities, losses,
                  damages, costs and expenses of any kind (including, without
                  limitation, the reasonable fees and disbursements of counsel
                  for any Indemnified Person in connection with any
                  investigative, administrative or judicial proceeding, whether
                  or not such Indemnified Person shall be designated a party
                  thereto) which may be incurred by any Indemnified Person,
                  relating to or arising out of the enforcement of this
                  Agreement, the Notes, the Warrants or any other Transaction
                  Document or any actual or proposed use of proceeds of the
                  Notes; provided, that no Indemnified Person shall have the
                  right to be indemnified hereunder for its own gross negligence
                  or willful misconduct, as finally determined by a court of
                  competent jurisdiction.

                  (g) Amendment to Section 11.05. Section 11.05 of the Purchase
         Agreement hereby is deleted in its entirety and the following is
         substituted therefor:

                           SECTION 11.05. SUCCESSORS AND ASSIGNS. The provisions
                  of this Agreement shall be binding upon and inure to the
                  benefit of the parties hereto and their respective successors
                  and assigns; provided, that the Company may not assign or
                  otherwise transfer any of its rights or obligations under this
                  Agreement, the Note or any



                                       8
<PAGE>

                  other Transaction Document to any Person without the prior
                  written consent of the Required Holders or, prior to the
                  payment in full of the Notes and the obligations related
                  thereto, under the Subordinated Contingent Notes without the
                  prior written consent of the Required Holders (as defined in
                  clause (ii) of the definition thereof) . Any assignee of the
                  Notes or the Subordinated Contingent Notes shall have, to the
                  extent of such assignment (unless otherwise provided therein),
                  the same rights, obligations and benefits as it would have if
                  it were a Purchaser hereunder and under the other Transaction
                  Document, or a holder of a Subordinated Contingent Note, as
                  the case may be. Notwithstanding the foregoing, a Purchaser or
                  a holder of a Subordinated Contingent Note may sell or
                  otherwise grant participations in all or any part of the Notes
                  or Subordinated Contingent Notes, as applicable. The holder of
                  any such participation, if the participation agreement so
                  provides, shall have the same rights and benefits of a
                  Purchaser or a holder of a Subordinated Contingent Note
                  hereunder.

                  (h) Amendment to Section 11.11. Section 11.11 of the Purchase
         Agreement hereby is deleted in its entirety and the following is
         substituted therefor:

                           SECTION 11.11. TERMINATION OF AGREEMENT. This
                  Agreement shall terminate upon the payment in full of the
                  Notes and all Obligations relating thereto and the
                  Subordinated Contingent Notes and all Obligations relating
                  thereto; provided that, Sections 3.02, 3.03 and 10.03 shall
                  survive the termination of this Agreement.

         4. Amendments to the Intercreditor Agreement

                  (a) Amendments to Recitals. The penultimate "WHEREAS" clause
         of the Intercreditor Agreement hereby is deleted in its entirety and
         the following is substituted therefor:

                           WHEREAS, the Lenders, the Purchasers and the holders
                  of the Subordinated Contingent Notes (collectively, the
                  "SECURED PARTIES") wish to appoint Wachovia as Collateral
                  Agent to act on behalf of the Secured Parties; and the Lender
                  and the Purchasers wish to add the holders of the Subordinated
                  Contingent Notes as parties hereto.

                  (b) Amendments to Section 1. Section 1 of the Intercreditor is
         amended by deleting the definitions of "Subordinated Creditor" and
         "Subordinated Transaction Documents and adding the definitions of
         "Subordinated Creditor", "Subordinated Contingent Notes" and
         "Subordinated Transaction Documents" in appropriate alphabetical
         sequence, as follows:

                           "Subordinated Creditor" means, collectively, the
                  Purchasers and the holders of the Subordinated Contingent
                  Notes, together with any future holders or assignees (or any
                  of them) of the Subordinated Obligations.

                           "Subordinated Transaction Documents" means (i) the
                  Purchase Agreement, together with the Transaction Documents
                  (as defined in the Purchase Agreement), (ii) the Subordinated
                  Security Documents (as defined in the Purchase Agreement),
                  (iii) the Subordinated Contingent Notes, and (iv) all other
                  documents entered into in connection therewith which relate to
                  indebtedness or liabilities of the Parent and its Subsidiaries
                  incurred thereunder and the other obligations evidenced
                  thereby and any amendments, restatements, supplements or
                  modifications of or with respect to any of the foregoing and
                  permitted hereunder.

                           "Subordinated Contingent Notes" means the
                  Subordinated Contingent Promissory Notes dated April 29, 2003,
                  issued by the Parent to Wachovia Bank, National Association,
                  Bank of



                                       9
<PAGE>

                  America, N.A. and The Prudential Insurance Company of America,
                  together with all amendments, consolidations, modifications,
                  renewals and supplements thereto, which are payable to the
                  order of such holders upon the circumstances, in the amounts
                  and upon the terms set forth therein.

                  (c) Amendment to Section 14. Section 14 of the Intercreditor
         hereby is deleted in its entirety and the following is substituted
         therefor:

                           14. NOTES AND SUBORDINATED CONTINGENT NOTES
                  EVIDENCING SUBORDINATED OBLIGATIONS. The Notes (as defined in
                  the Purchase Agreement) and the Subordinated Contingent Notes
                  and all other notes or other evidence of indebtedness accepted
                  by each Subordinated Creditor from the Parent hereafter shall
                  contain a specific statement therein that the indebtedness
                  thereby evidenced is subordinated in right of payment and
                  subject to the provisions of this Intercreditor Agreement.
                  Copies of the Subordinated Transaction Documents will be
                  delivered to the Senior Creditors on, or have been delivered
                  to prior to, the date hereof, or upon any subsequent
                  execution thereof.

                  (d) Amendment to Section 21. Section 21 of the Intercreditor
         Agreement hereby is amended by deleting clause (b) in its entirety and
         the following is substituted therefor:

                           (b) in the case of the Subordinated Creditors, at the
                  address or telefacsimile number set forth in the Purchase
                  Schedule to the Purchase Agreement (as to the Purchasers), or
                  in Section 11.01 of the Purchase Agreement (as to the holders
                  of the Subordinated Contingent Notes) or such other address or
                  telefacsimile number as any Subordinated Creditor may
                  hereafter specify for the purpose by notice to each other
                  party, and...

                  (3) Amendment to Section 29. Section 29 of the Intercreditor
         Agreement hereby is amended by deleting clause THIRD in its entirety
         and the following is substituted therefor:

                  THIRD: (i) first, to each Subordinated Creditor which has any
         Subordinated Obligations outstanding relating to Notes, ratably to each
         such Subordinated Creditor based on the percentage which the amount
         outstanding of such Subordinated Creditor's Subordinated Obligations
         relating to Notes bears to the aggregate amount outstanding of all
         Subordinated Obligations to all Subordinated Creditors relating to
         Notes, for application to the Subordinated Obligations relating to
         Notes until all Subordinated Obligations relating to Notes have been
         indefeasibly paid in full and (ii) secondly, to each Subordinated
         Creditor which has any Subordinated Obligations outstanding relating to
         Subordinated Contingent Notes, ratably to each such Subordinated
         Creditor based on the percentage which the amount outstanding of such
         Subordinated Creditor's Subordinated Obligations relating to
         Subordinated Contingent Notes bears to the aggregate amount outstanding
         of all Subordinated Obligations to all Subordinated Creditors relating
         to Subordinated Contingent Notes, for application to the Subordinated
         Obligations relating to Subordinated Contingent Notes until all
         Subordinated Obligations relating to Subordinated Contingent Notes have
         been indefeasibly paid in full; and

         5. Acknowledgments re Security Documents under the Purchase Agreement.
Each of the parties hereto acknowledges that the Subordinated Contingent Notes
constitute "Obligations" under the Purchase Agreement, and are secured pursuant
to the "Security Documents" (as defined in the Purchase Agreement). In addition,
the Subsidiaries hereby acknowledge and agree that the Subordinated Contingent
Notes are unconditionally and irrevocably guaranteed pursuant to the provisions
of the Mortgages, as fully as if they had been expressly referred to therein.



                                       10
<PAGE>

         6. Restatement of Representations and Warranties. Each of the Borrowers
and the Obligors, in their capacities as such, hereby restates and renews each
and every representation and warranty heretofore made by it in the Credit
Agreement and the other Credit Documents to which it is a party, and the
Purchase Agreement and the other Transaction Documents to which it is a party,
as fully as if made on the date hereof and with specific reference to this
Agreement and all other Credit Documents and Transaction Documents executed
and/or delivered in connection herewith, except where reference is made to a
specific date.

         7. Effect of Amendment. Except as set forth expressly hereinabove, all
terms of the Credit Agreement and the other Credit Documents and the Purchase
Agreement and the other Transaction Documents shall be and remain in full force
and effect, and shall constitute the legal, valid, binding and enforceable
obligations of the Borrowers and the Obligors, in their capacities as such. The
amendments contained herein shall be deemed to have prospective application
only, unless otherwise specifically stated herein.

         8. Ratification. Each of the Borrowers and the Obligors, in their
capacities as such, hereby restates, ratifies and reaffirms each and every term,
covenant and condition set forth in the Credit Agreement and the other Credit
Documents to which it is a party and the Purchase Agreement and the other
Transaction Documents to which it is a party effective as of the date hereof.

         9. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which may be delivered by facsimile and which when so executed and delivered
(including counterparts delivered by facsimile) shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one
and the same instrument.

         10. Section References. Section titles and references used in this
Agreement shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.

         11. No Default. To induce the Agent, the Lenders, the Purchasers and
the holders of the Subordinated Contingent Notes to enter into this Agreement
and for the Lenders to continue to make advances pursuant to the Credit
Agreement, (i) the Borrowers hereby acknowledge and agree that, as of the date
hereof, and after giving effect to the terms hereof, there exists (1) no Default
or Event of Default under the Credit Agreement and (2) no right of offset,
defense, counterclaim, claim or objection in favor of the Borrowers arising out
of or with respect to any of the Loans or other obligations of the Borrowers
owed to the Agent or the Lenders under the Credit Agreement and the other Credit
Documents, (ii) the Company hereby acknowledges and agrees that, as of the date
hereof, and after giving effect to the terms hereof, there exists (1) no Default
or Event of Default under the Purchase Agreement, and no breach or default
exists under the Transaction Documents to which it is a party and (2) no right
of offset, defense, counterclaim, claim or objection in favor of the Obligations
arising out of or with respect to any of the obligations of the Company owed to
the Purchasers under the Transaction Documents to which it is a party, (iii)
each of the Subsidiaries hereby acknowledges and agrees that, as of the date
hereof, and after giving effect to the terms hereof, there exists (1) no breach
or default exists under the Transaction Documents to which it is a party and (2)
no right of offset, defense,



                                       11
<PAGE>
counterclaim, claim or objection in favor of if arising out of or with respect
to any of its obligations owed to the Purchasers under the Transaction Documents
to which it is a party.

         12. Further Assurances. Each of the Borrowers and the Obligors, in
their capacities as such, agrees to take such further actions as the Agent, the
Lenders, the Purchasers or the holders of the Subordinated Contingent Notes
shall reasonably request in connection herewith to evidence the amendments
herein contained.

         13. Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.

         14. Conditions Precedent. This Agreement shall become effective only
upon execution and delivery of this Agreement by each of the parties hereto.















                       [SIGNATURES COMMENCE ON NEXT PAGE]



                                       12
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, under seal, by its duly authorized officer as of the day and year
first above written.

                                       CROWN CRAFTS, INC., as a Borrower, the
                                       Company and an Obligor       (SEAL)


                                       By: /s/ E. Randall Chestnut
                                           -------------------------------------
                                               Title: President & CEO

                                       CHURCHILL WEAVERS, INC., as a Borrower, a
                                       Subsidiary and an Obligor    (SEAL)


                                       By: /s/ Amy Vidrine Samson
                                           -------------------------------------
                                               Title: Vice President

                                       HAMCO, INC., as a Borrower, a Subsidiary
                                       and an Obligor               (SEAL)


                                       By: /s/ Olivia Woodyear
                                           -------------------------------------
                                               Title: Secretary - Treasurer


                                       CROWN CRAFTS INFANT PRODUCTS., as a
                                       Borrower, a Subsidiary and an Obligor
                                                                    (SEAL)


                                       By: /s/ E. Randall Chestnut
                                           -------------------------------------
                                               Title: Vice President



                                       13
<PAGE>

                                       WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                       the Agent, a Lender, a Purchaser and a
                                       holder of a Subordinated Contingent Note
                                                                    (SEAL)

                                       By: /s/ David J. Sapp
                                           -------------------------------------
                                               Title: Director



                                       14
<PAGE>
                                       BANC OF AMERICA STRATEGIC SOLUTIONS, INC.
                                       (as assignee of Bank of America, N.A.),
                                       as a Lender and a Purchaser    (SEAL)

                                       By: /s/ John F. Register
                                           -------------------------------------
                                               Title: Principal

                                       BANK OF AMERICA, N.A., as a holder of a
                                       Subordinated Contingent Note   (SEAL)

                                       By: /s/ John F. Register
                                           -------------------------------------
                                               Title: Principal



                                       15
<PAGE>

                                       THE PRUDENTIAL INSURANCE COMPANY OF
                                       AMERICA, as a Lender, a Purchaser and a
                                       holder of a Subordinated Contingent Note
                                                                    (SEAL)

                                       By: /s/ Paul G. Price
                                           -------------------------------------
                                               Title: Vice President



                                       16