CULP INC
NINTH AMENDMENT TO THE CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10ii.txt
<DESCRIPTION>NINTH AMENDMENT TO THE CREDIT AGREEMENT
<TEXT>
                                 Exhibit 10(ii)

                       NINTH AMENDMENT TO CREDIT AGREEMENT

     THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this  "Amendment") is dated as of
May 30, 2002, among CULP, INC. (the "Borrower"),  WACHOVIA BANK, N.A. (successor
by merger to First Union National  Bank), as Agent (the "Agent") and the "Banks"
party to the Credit Agreement (defined below);


                              W I T N E S S E T H :

     WHEREAS, the Borrower,  the Agent and the Banks executed and delivered that
certain Credit Agreement, dated as of April 23, 1997, as amended by that certain
First  Amendment to Credit  Agreement  dated as of July 22,  1998,  that certain
Second  Amendment to Credit Agreement dated as of October 26, 1998, that certain
Third  Amendment to Credit  Agreement  dated as of April 28, 2000,  that certain
Fourth  Amendment to Credit  Agreement  dated as of July 30, 2000,  that certain
Fifth Amendment (the "Fifth  Amendment") to Credit Agreement dated as of January
26, 2001, that certain Sixth Amendment to Credit Agreement dated as of March 28,
2001, that certain Seventh  Amendment to Credit Agreement dated as of August 29,
2001, and that certain Eighth Amendment to Credit Agreement dated as of March 5,
2002 (as so amended, the "Credit Agreement"); and

     WHEREAS,  the  Borrower  has  requested,  and the Agent and the Banks  have
agreed to certain  amendments to the Credit Agreement,  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 Borrower, the Agent and the Banks hereby
covenant and agree as follows:

     1. Definitions.  Unless otherwise  specifically  defined herein,  each term
used  herein  which is defined in the Credit  Agreement  shall have the  meaning
assigned  to such term in the Credit  Agreement.  Each  reference  to  "hereof",
"hereunder",  "herein" and "hereby" and each other  similar  reference  and each
reference to "this Agreement" and each other similar reference  contained in the
Credit  Agreement  shall  from and after  the date  hereof  refer to the  Credit
Agreement as amended hereby.

     2. Amendments to Credit Agreement.  (a) The following  definition contained
in Section 1.01 of the Credit  Agreement is amended and restated in its entirety
as set forth below:  "Termination  Date" means  whichever is  applicable  of (i)
August 22,  2002,  (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 amended and  restated in its
     entirety as set forth below:

          SECTION 5.24.  Capital  Expenditures.  Capital  Expenditures  will not
     exceed (i) for the period during the fourth  Fiscal  Quarter of Fiscal Year
     2001,  $1,500,000;  and (ii) for the period after the fourth Fiscal Quarter
     of Fiscal Year 2001  through and  including  the fourth  Fiscal  Quarter of
     Fiscal Year 2002, $5,000,000.

     3.  Restatement of  Representations  and  Warranties.  The Borrower  hereby
restates and renews each and every  representation and warranty  heretofore made
by it in the Credit  Agreement and the other Loan  Documents as fully as if made
on the date  hereof,  except to the extent that any  representation  or warranty
related  to an earlier  specified  date,  and with  specific  reference  to this
Amendment and all other loan documents  executed and/or  delivered in connection
herewith.

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

     5. Ratification.  The Borrower hereby restates, ratifies and reaffirms each
and every term, covenant and condition set forth in the Credit Agreement and the
other Loan Documents effective as of the date hereof.

     6.  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  counterparts,  taken together,  shall  constitute but one and the same
instrument.

     7. Section References. Section titles and references used in this Amendment
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.

     8. No  Default.  To  induce  the  Agent  and the  Banks to enter  into this
Amendment and to continue to make advances pursuant to the Credit Agreement, the
Borrower 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 and (ii) no right of offset, defense,  counterclaim,  claim or objection
in favor of the  Borrower  arising out of or with respect to any of the Loans or
other obligations of the Borrower owed to the Banks under the Credit Agreement.

     9. Further Assurances.  The Borrower agrees to take such further actions as
the Agent shall  reasonably  request in  connection  herewith  to  evidence  the
amendments herein contained.

     10.  Governing Law. This  Amendment  shall be governed by and construed and
interpreted in accordance with, the laws of the State of Georgia.

     11. Conditions  Precedent.  This Amendment shall become effective only upon
the execution and delivery of (i) this Amendment by each of the parties  hereto,
and (ii) receipt by the Agent of an amendment fee in immediately available funds
in the amount of  $12,500.00,  which  amendment fee shall be  distributed by the
Agent to the  Banks  which  execute  this  Amendment,  pro  rata  based on their
respective proportionate share of all the Commitments.

     IN  WITNESS  WHEREOF,  the  Borrower,  the  Agent and each of the Banks has
caused this  Amendment to be duly executed,  under seal, by its duly  authorized
officer as of the day and year first above written.


                                               CULP, INC.,
                                               (SEAL)
                                               as Borrower

                                               By:  ____________________________
                                                        Title:

                                               WACHOVIA BANK, N.A.,
                                               as Agent and as the sole Bank
                                               (SEAL)

                                               By: _____________________________
                                                        Title:

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