Exhibit 10.1

                      THIRTEENTH AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT


     THIS  THIRTEENTH   AMENDMENT  TO  AMENDED  AND  RESTATED  CREDIT  AGREEMENT
("Thirteenth  Amendment")  is made as of the 3rd day of November,  2008,  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;  by Ninth  Amendment  to
Amended and Restated Credit Agreement ("Ninth Amendment"),  dated as of July 20,
2006;  by Tenth  Amendment  to Amended and  Restated  Credit  Agreement  ("Tenth
Amendment"),  dated as of January 22, 2007; by Eleventh Amendment to Amended and
Restated Credit Agreement  ("Eleventh  Amendment"),  dated as of April 16, 2007;
and by Twelfth  Amendment to Amended and  Restated  Credit  Agreement  ("Twelfth
Amendment"), dated as of December 27, 2007 (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,  Ninth Amendment,  Tenth
Amendment,  Eleventh Amendment,  and Twelfth 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 Thirteenth Amendment.
<PAGE>

     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  definitions  in  Section  1.01 are hereby  amended  and
restated in their entireties to read as follows:

     "Applicable Margin" means three percent (3%).

        "Termination  Date" means  whichever is  applicable:  (i) December 31,
   2009, (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  following  definitions  are hereby  added to  Section  1.01 of the
Credit Agreement:

        "Note Purchase Agreement" means the Note Purchase Agreements, dated as
   of  March  4,  1998,  among  the  Borrower,  as the  Company,  and  each of
   Connecticut General Life Insurance Company, Life Insurance Company of North
   America,  CIGNA Property and Casualty  Insurance  Company,  The Mutual Life
   Insurance  Company of New York,  United Omaha Life Insurance  Company,  The
   Prudential  Insurance  Company of  America,  and  Allstate  Life  Insurance
   Company,  as  Purchasers,  as amended by: (i) First  Amendment  dated as of
   January 31, 2002; (ii) Second Amendment dated as of December 6, 2006; (iii)
   Third Amendment dated as of April 17, 2007; (iv) Fourth  Amendment dated as
   of February  19,  2008;  and (v) Consent  and Fifth  Amendment  dated as of
   August 11, 2008, and as may be amended in the future.

        "Omaha Note  Purchase  Agreement"  means that  certain  Note  Purchase
   Agreement, dated as of August 11, 2008, among the Borrower, as the Company,
   and Mutual of Omaha  Insurance  Company and United of Omaha Life  Insurance
   Company, as Purchasers, and as may be amended in the future.

     (c) Section 5.19 of the Credit Agreement through and including Section 5.28
of the Credit Agreement are hereby deleted in their entireties.

     (d) New Section  5.29  through and  including  new Section  5.31 are hereby
added to the Credit Agreement, which new sections shall read as follows:

        "Section 5.29.  Certain Financial  Limits.  The Borrower shall not, at
   any time, permit:

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<PAGE>

     (a) Tangible Net Worth to be less than the sum of (a) $65,164,800, plus (b)
an aggregate  amount equal to 50% of its  Consolidated  Net Income (but, in each
case, only if a positive number) for each completed fiscal quarter.

     Terms  used  but not  defined  in  this  Section  5.29(a)  shall  have  the
definitions given such terms in the Omaha Note Purchase Agreement (but excluding
for purposes of this Section 5.29(a) any future amendments thereto not made with
the written consent of the Bank).

     (b) Capital Expenditures of the Borrower and its Subsidiaries to exceed (i)
$5,000,000 in the aggregate  during the Borrower's 2008 fiscal year and (ii) for
any fiscal year of the Borrower  thereafter,  the sum of (A)  $4,000,000 and (B)
such  additional  amount of Capital  Expenditures  that may be incurred  without
causing the Borrower to have a Fixed Charge  Coverage  Ratio  (measured  for the
most  recently  ended four fiscal  quarters of the Borrower for which  financial
statements  have been  delivered  to the Bank and giving pro forma effect to the
incurrence of such additional Capital  Expenditures as if they had been incurred
during such period) of less than 2.25:1.0.

     Terms  used  but not  defined  in  this  Section  5.29(b)  shall  have  the
definitions  given such terms in the Note Purchase  Agreement (but excluding for
purposes of this Section 5.29(b) any future amendments thereto not made with the
written consent of the Bank).

     "Section  5.30.  Consolidated  Total  Debt/Consolidated  EBITDA Ratio.  The
Borrower shall not at any time permit the ratio of (i)  Consolidated  Total Debt
to (ii) Consolidated  EBITDA for the period of four consecutive  fiscal quarters
then most recently ended, to exceed 2.5 to 1.0.

     Terms used but not defined in this Section 5.30 shall have the  definitions
given  such  terms in the Omaha  Note  Purchase  Agreement  (but  excluding  for
purposes of this  Section 5.30 any future  amendments  thereto not made with the
written consent of the Bank).

     "Section 5.31. Consolidated  EBITDAR/Consolidated  Fixed Charges Ratio. The
Borrower  will  keep  and  maintain  the  ratio  of   Consolidated   EBITDAR  to
Consolidated  Fixed Charges for each period of four consecutive  fiscal quarters
at no less than 2.25 to 1.0.

     Terms used but not defined in this Section 5.31 shall have the  definitions
given  such  terms in the Omaha  Note  Purchase  Agreement  (but  excluding  for
purposes of this  Section 5.31 any future  amendments  thereto not made with the
written consent of the Bank).

     (e) Section 6.01 of the Credit  Agreement is hereby amended by adding a new
Event of Default thereto, which new Event of Default shall read as follows:

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<PAGE>

        (m) An "Event of Default" (as therein  defined)  under either the Note
   Purchase Agreement or the Omaha Note Purchase Agreement shall have occurred
   and be continuing.

     2.  Further  Assurances.   The  Borrower  will  execute  such  confirmatory
instruments,  if any, with respect to the Credit  Agreement and this  Thirteenth
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 Thirteenth Amendment) and
agrees that: (i) except as expressly modified by this Thirteenth 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  Thirteenth  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  Thirteenth  Amendment  may not  itself  be  amended,
changed,  modified,  altered,  or terminated  without in each instance the prior
written  consent of the Bank.  This  Thirteenth  Amendment shall be construed in
accordance with and governed by the laws of the State of North Carolina.

     5. Counterparts. This Thirteenth 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 Thirteenth  Amendment is executed,  an amendment and extension fee
equal  to  $20,000.00,   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 Thirteenth Amendment, including without limitation reasonable attorneys'
fees.

                            [Signature Page Follows]

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<PAGE>

     IN WITNESS WHEREOF,  this Thirteenth 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, Chief Financial Officer




                          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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