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Exhibit 10.2 FIFTH AMENDMENT
OF
SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT This Fifth Amendment, dated effective as of February 4, 2005, by and among CROWN CRAFTS, INC.
(the Company), and BANC OF AMERICA STRATEGIC SOLUTIONS, INC. (assignee of Bank of America, N.A.),
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, and WACHOVIA BANK, NATIONAL ASSOCIATION (successor by
merger to Wachovia Bank, N.A.)(collectively, the Purchasers). WHEREAS, the parties hereto have executed and delivered 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, Second Amendment of
Subordinated Note and Warrant Purchase Agreement dated as of February 10, 2003, Global Amendment
Agreement dated as of April 29, 2003 and Fourth Amendment of Subordinated Note and Warrant Purchase
Agreement dated as of August 1, 2003(as so amended, the Purchase Agreement); WHEREAS, the Company has requested a modification of, among other things, the financial
covenants under the Purchase Agreement; WHEREAS, the Purchasers are willing to enter into this Amendment subject to the satisfaction
of conditions and terms set forth herein; WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Purchase Agreement; and NOW, THEREFORE,in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:  1.
    Amendments to Purchase Agreement. lA. Section 8.01(a)of the Purchase Agreement.Section 8.01(a) of the Purchase Agreement is
amended by deleting it in its entirety and substituting the following therefor: (a) MinimumEBITDA . Consolidated EBITDA shall not be less than, at the end
of each Fiscal Quarter, for such Fiscal Quarter and the 3 immediately preceding Fiscal
Quarters, the amount set forth below corresponding to such Fiscal Quarter:




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Fiscal Quarter Ending
    
    
    Minimum EBITDADecember 26, 2004
    
    
    $7,000,000April 3, 2005 through January 1, 2006
    
    
    $5,500,000April 2, 2006
    
    
    $5,800,000July 2, 2006 and each Fiscal Quarter thereafter
    
    
    $6,400,000
 lB. Section 8.01(b)of the Purchase Agreement.Section 8.01(b) of the Purchase Agreement
is amended by deleting it in its entirety and substituting the following therefor: (b)Debt/EBITDA Ratio. The Debt/EBITDA Ratio will not exceed, at the end
of each Fiscal Quarter set forth below, calculated as to Debt as of such Fiscal Quarter and
calculated as to Consolidated EBITDA for such Fiscal Quarter and the 3 immediately preceding
Fiscal Quarters, the ratio set forth below corresponding to such Fiscal Quarter : Fiscal Quarter Ending
    
    
    Maximum Debt/EBITDA RatioDecember 26, 2004
    
    
    4.00 to 1.00April 3, 2005 through October 2, 2005
    
    
    5.00 to 1.0January 1, 2006 through July 2, 2006
    
    
    4.75 to 1.00October 1, 2006 and December 31, 2006
    
    
    4.50 to 1.00April 1, 2007 and each Fiscal Quarter thereafter
    
    
    4.00 to 1.00
 lC. Section 8.01(d)of the Purchase Agreement.Section 8.01(d) of the Purchase Agreement
is amended by deleting it in its entirety and substituting the following therefor: 2




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(d)EBITDA/CashInterest Ratio. The EBITDA/Cash Interest Ratio will not be less
than, at the end of each Fiscal Quarter set forth below, for such Fiscal Quarter and the 3
immediately preceding Fiscal Quarters, the amount set forth below corresponding to such
Fiscal Quarter: Minimum EBITDA/Cash InterestFiscal Quarter Ending
    
    
    RatioDecember 26, 2004
    
    
    2.50 to 1.0April 3, 2005 and July 3, 2005
    
    
    2.00 to 1.0October 2, 2005 and January 1, 2006
    
    
    2.25 to 1.0April 2, 2006 and each Fiscal Quarter
thereafter
    
    
    2.75 to 1.00
  2.
    Conditions of Effectiveness.This Amendment shall be effective as of the date first set
forth above (the Effective Date), upon the satisfaction of the following conditions:  (a)
    the Purchasers shall have received executed originals, satisfactory to the
Required Holders in all respects, of this Amendment and the Seventh Amendment to the
Credit Agreement, dated as of even date herewith, among the Company, Churchill Weavers,
Inc., Hamco, Inc. and Crown Crafts Infant Products, Inc., as borrowers, Wachovia Bank,
National Association (successor by merger to Wachovia Bank, N.A.), as agent, and
Wachovia Bank, National Association (successor by merger to Wachovia Bank, N.A.), Banc
of America Strategic Solutions, Inc. (assignee of Bank of America, N.A.) and The
Prudential Insurance Company of America, as lenders, each agreement being dated the
Effective Date, in form and substance satisfactory to the Purchasers.(b)
    The Company shall have paid all costs and expenses (including attorneys fees
and expenses) incurred by any Purchaser through the Effective Date, pursuant to
statements submitted to the Company (which statements may include estimates of time and
expenses to be incurred on and after the dates of posting of actual time and expenses
set forth therein, which estimated amounts shall be subject to subsequent adjustment to
reflect actual time and expenses subsequently posted).(c)
    The representations and warranties contained herein shall be true on and as of
the date hereof; there shall exist on the date hereof, after giving effect to this
Amendment, no Event of Default or Default; there shall exist no material adverse change
in the business, properties, prospects, operations or condition, financial or
otherwise, of the Company or its Subsidiaries since March 28, 2004 other than as
reported by the Company in its quarterly reports on Form 10-Q filed with the Securities
and Exchange Commission for quarterly periods subsequent to March 3




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28, 2004; and the Company shall have delivered to the Purchasers a certificate
signed by a senior officer of the Company to such effect.  3.
    Representations, Warranties and Covenants.  (a)
    The Company hereby restates and renews each of the representations and
warranties made by it in the Purchase Agreement, as amended hereby, as though made on
and as of the date hereof (except where reference is expressly made to a specific date,
in which case such representation or warranty is true as of such earlier date), with
each reference therein to this Agreement, hereof, hereunder, thereof,
thereunder and words of like import being deemed to be a reference to the Purchase
Agreement as amended hereby.(b)
    The Company further represents and warrants as follows:  (i)
    The execution, delivery and performance by the Company of this
Amendment are within its corporate powers, have been duly authorized by all
necessary corporate action and do not contravene (A) its charter or by-laws,
(B) law or (C) any legal or contractual restriction binding on or affecting the
Company; and such execution, delivery and performance do not or will not result
in or require the creation of any Lien upon or with respect to any of the
properties of the Company or any of its Subsidiaries.(ii)
    No governmental approval is required for the due execution,
delivery and performance by the Company of this Amendment, except for such
governmental approvals as have been duly obtained or made and which are in full
force and effect on the date hereof and not subject to appeal.(iii)
    Each of this Amendment and the Notes constitutes the legal,
valid and binding obligations of the Company enforceable against the Company in
accordance with their respective terms.(iv)
    There are no pending or threatened actions, suits or
proceedings affecting the Company or any of its Subsidiaries or the properties
of the Company or any of its Subsidiaries before any court, governmental agency
or arbitrator, that may, if adversely determined, materially adversely effect
the financial condition, properties, business, operations or prospects of the
Company and it Subsidiaries, considered as a whole, or affect the legality,
validity or enforceability of the Purchase Agreement, as amended by this
Amendment.  4.
    Miscellaneous. 4A. Reference to and Effect on the Purchase Agreement. (a) Upon the effectiveness of this
Amendment, on and after the date hereof each reference in the Purchase Agreement to this
Agreement, hereunder, hereof or words of like import referring to the Purchase Agreement, and
each reference in any other document to the Purchase Agreement, 4




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thereunder, thereof or words of like import referring to the Purchase Agreement, shall
mean and be a reference to the Purchase Agreement, as amended hereby. (b) Except as specifically amended above, the Purchase Agreement, and all other related
documents, are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any holder of a Note under
the Purchase Agreement or the Notes, nor constitute a waiver of any provision of any of the
foregoing. 4B. Costs and Expenses.The Company agrees to pay on demand all costs and expenses incurred
by the Purchasers or any other holder of a Note in connection with the preparation, execution and
delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel. The Company further agrees to pay on demand all costs and expenses, if any
(including, without limitation, reasonable counsel fees and expenses of counsel), incurred by the
Purchasers or any other any holder of a Note in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Amendment, including, without limitation,
counsel fees and expenses in connection with the enforcement of rights under this paragraph 4B. 4C. Execution in Counterparts.This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together shall constitute but
one and the same instrument. 4D. Governing Law.This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York. 4E. No Default or Claims.To induce the Purchasers to enter into this Amendment, the Company
hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms
hereof, there exists (i) no Default or Event of Default, (ii) no right of offset, recoupment,
defense, counterclaim, claim or objection in favor of the Company arising out of or with respect to
any of the Notes or other obligations of the Company owed to any holder of a Note, and (iii) each
Purchaser has acted in good faith and has conducted its relationships with the Company in a
commercially reasonable manner in connection with the negotiations, execution and delivery of this
Amendment and in all respects in connection with the Purchase Agreement, the Company hereby waiving
and releasing any such claims to the contrary that may exist as of the date of this Amendment. 5




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. CROWN CRAFTS, INC.By
    
    /s/ E. Randall ChestnutName: E. Randall ChestnutTitle: President & CEOBANC OF AMERICA STRATEGIC SOLUTIONS, INC.
(assignee of Bank Of America, N.A.)By
    
    /s/ Kevin BehanName: Kevin BehanTitle: Senior Vice PresidentTHE PRUDENTIAL INSURANCE
   COMPANY OF AMERICABy
    
    /s/ Billy GreerName: Billy B. GreerTitle: Senior Vice PresidentWACHOVIA BANK, NATIONAL ASSOCIATION (successor by
merger to Wachovia Bank, N.A.)By
    
    /s/ Monica H. ColeName: Monica H. ColeTitle: Director
 6