Item 1.01. Entry into a Material Definitive Agreement.

Culp, Inc. (the "Company") has entered into a Thirteenth Amendment to Amended and Restated Credit Agreement (the "Amendment") with Wachovia Bank, National Association ("Wachovia"), as Agent and as Bank, dated November 3, 2008, amending the Company's current credit agreement with Wachovia (the "Credit Agreement"). The Amendment extends the term of the Credit Agreement through December 31, 2009 and also establishes 3% as the "Applicable Margin" for purposes of "Euro-Dollar" and "Base-Rate" loans and eliminates the possibility of reduced rates based on the Company's performance. The Amendment eliminates previously applicable covenants relating to interest and leases coverage, the ratio of funded debt to total tangible capitalization, the ratio of indebtedness to EBITDA, acquisitions, restricted payments, and capital expenditures. The Amendment also adds new covenants requiring that (1) the Company's Tangible Net Worth be greater than or equal to the sum of $65,164,800 plus an aggregate amount equal to 50% of the Company's Consolidated Net Income (but in each case only if a positive number) for each fiscal quarter, (2) the Company's capital expenditures not exceed $5,000,000 for the Company's 2008 fiscal year, and for any fiscal year thereafter, not exceed the sum of $4,000,000 and such additional amount that may be incurred without causing the Company to have a Fixed Charge Coverage Ratio of less than 2.25 to 1.00, (3) the Company's ratio of Consolidated Total Debt to Consolidated EBITDA not exceed 2.50 to 1.00, and (4) the Company maintain a ratio of Consolidated EBITDAR to Consolidated Fixed Charges of at least 2.25 to 1.00. Finally, the Amendment provides for a cross default based on an "Event of Default" under the Company's existing note purchase agreements (dated as of August 11, 2008) with Mutual of Omaha and its affiliates, and under the Company's existing note purchase agreements (dated March 4, 1998) with CIGNA, MONY, Mutual of Omaha, Prudential and their respective affiliates. Capitalized terms used herein have the meaning given to them in the Credit Agreement, unless the context requires otherwise. The amendment fee is $20,000. The Amendment is attached hereto as Exhibit 10.1, and the description of its terms contained herein is qualified in its entirety by reference to the full text of the Amendment as set forth in Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 - Thirteenth Amendment to Amended and Restated Credit Agreement dated as of November 3, 2008 among Culp, Inc. and Wachovia Bank, National Association, as Agent and as Bank