exv10w1



 





Exhibit 10.1




January 29, 2008




Wellington Management Company, LLP

75 State Street

Boston, MA 02109

Attn: Steven M. Hoffman




	 	 	 
	Re:

	 	Amended and Restated Rights Agreement dated as of August 6, 2003 between Crown
Crafts, Inc., a Delaware corporation (the “Company”), and Computershare Investor
Services, LLC (as successor to SunTrust Bank), as amended by that certain Amendment No.
1 to Amended and Restated Rights Agreement dated as of July 12, 2006 and that certain
Amendment No. 2 to Amended and Restated Rights Agreement dated as of August 30, 2006
(as so amended, the “Rights Plan”)






Ladies and Gentlemen:




     Wellington Management Company, LLP, a Massachusetts limited liability partnership
(“Wellington”), has represented to the Company that it has investment discretion with respect to
securities owned by certain of its client accounts (collectively, the “Wellington Group”).
Wellington has further represented to the Company that the Wellington Group currently has
beneficial ownership of an aggregate of 614,668 (the “Share Limit”) shares of the Company’s Series
A Common Stock, par value $0.01 per share (such class of common stock, the “Common Stock”), which
represents greater than 5% of the outstanding shares of Common Stock as of the date hereof. For
purposes of this letter, the term “beneficial ownership” shall have the meaning given to it in Rule
13d-3 under the Securities Exchange Act of 1934, as amended.



     Subject to its receipt of this letter as executed by Wellington, the Board of Directors of the
Company (the “Board”) has determined, pursuant to Section 1(a) of the Rights Plan, that (i) the
beneficial ownership of a number of shares of the Common Stock by the Wellington Group up to the
Share Limit will not jeopardize or endanger the availability to the Company of its net operating
loss carryforwards to be used to offset the Company’s taxable income in the Company’s current
fiscal year or future fiscal years and (ii) therefore, neither Wellington nor any member of the
Wellington Group is, has been or, subject to Wellington’s continued compliance herewith, will be
deemed to be an Acquiring Person (as defined in the Rights Plan). In connection with the
foregoing, Wellington hereby covenants and agrees with the Company that neither Wellington nor any
member of the Wellington Group will, directly or indirectly, acquire any shares of the Common Stock
in excess of the Share Limit (other than by way of stock dividends or other distributions or
offerings of securities made available to holders of Common Stock generally, including pursuant to
the Rights Plan) without the prior written approval of the Board. The foregoing shall not
prohibit any member of the Wellington Group from disposing of shares of Common Stock or, following
any disposition or other decrease in the number of



 









 





Wellington Management Company, LLP

January 29, 2008

Page 2



shares of Common Stock beneficially owned by the Wellington Group, thereafter obtaining
beneficial ownership of a number of shares of Common Stock up to the Share Limit. It is understood
and agreed that any client of Wellington that ceases to be a client of Wellington will no longer be
considered a member of the Wellington Group, and any new clients of Wellington that hold shares of
Common Stock will be considered a member of the Wellington Group. This letter agreement will
terminate upon the expiration or termination of the Rights Plan.




     If this letter accurately reflects our understanding with respect to these matters, please
sign this letter in the appropriate space below and return it to the undersigned at the address set
forth above at your earliest convenience.



	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN CRAFTS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ E. Randall Chestnut	 	 
	 

	 	Its:
	 	 

President and Chief Executive Officer
	 	 






	 	 	 	 	 
	ACKNOWLEDGED AND AGREED TO:	 	 
	 
	 	 	 	 
	WELLINGTON MANAGEMENT

COMPANY, LLP	 	 
	 
	 	 	 	 
	By:
	 	/s/ Robert J. Toner 	 	 
	Its:

	 	 

Vice President and Counsel