SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT
This Second Amendment, dated effective as of February 10, 2003, 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
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 (as so amended, the "PURCHASE
WHEREAS, the Company has requested a modification of, among other things, the covenants under the
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 1.01 OF THE PURCHASE AGREEMENT. Section 1.01 of the Purchase Agreement is
amended by deleting the definitions of the following terms in their entirety and substituting the following definitions
"CONSOLIDATED AVAILABLE FREE CASH FLOW" means, for each Annual Period, an amount equal to
85% of Consolidated Free Cash Flow for such Annual Period.
"CONSOLIDATED EBITDA" shall mean the sum of the following, calculated on a consolidated basis in
accordance with GAAP for the Company and its Consolidated Subsidiaries, for the relevant fiscal period: (i)
Consolidated Net Income; plus (ii) depreciation and amortization expenses; plu