Exhibit 10.1 AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (this "Amendment") is dated effective as of February 23, 2000, among CROWN CRAFTS, INC. (the "Borrower") and BANK OF AMERICA, N.A. (the "Lender"); W I T N E S S E T H: WHEREAS, the Borrower and the Lender executed and delivered that certain Revolving Credit Agreement, dated as of August 9, 1999 (the "Credit Agreement"); WHEREAS, the Borrower has requested and the Lender has agreed to certain amendments to certain provisions in 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 and the Lender 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) Each of the following definitions is hereby added to Section 1.1 of the Credit Agreement in alphabetical order as follows: "Additional Bridge Loan Conditions" means the following initial condition to the making of the CIT Bridge Loan and the effectiveness of treatment of CIT as a Secured Party under the Amended and Restated Intercreditor Agreement with respect to the CIT Bridge Loan, and the ongoing conditions for advances under the CIT Bridge Loan, which shall be set forth in and required by the Amended and Restated Intercreditor Agreement: (a) the initial condition shall be the execution and delivery of such amendments to the Security Documents as may be necessary or desirable in connection therewith; and (b) the ongoing conditions shall be that the Borrower shall be required to obtain such Factor Advances from a Permitted Factor as may be available from time to time (without violating the provisions of Section 8.15 hereof) before being entitled to request any advances under the CIT Bridge Loan, and (ii) each advance under the CIT Bridge Loan shall be requested through the Collateral Agent (which request shall include a certification that no Factor Advances are available from a Permitted Factor without violating the provisions of Section 8.15 hereof for any amounts so requested to be advanced and shall be accompanied by an update of the Borrowing Base Certificate as required by Section 7.1(g), and such advance shall be available to the Borrower only if the Collateral Agent determines that, after giving effect to such advance, the aggregate amount of Senior Debt outstanding would not exceed the Borrowing Base, and so notifies CIT and the Borrower. "Amended and Restated Intercreditor Agreement" means an amendment and restatement of the Intercreditor Agreement, in form and substance satisfactory to the Lender, which will contain, among other things: (i) the addition of CIT as a Secured Party thereunder with respect to the CIT Bridge Loan, subject to the Additional Bridge Loan Conditions; (ii) provisions pertaining to the application of proceeds of the Transaction (including distribution with respect to the CIT Bridge Loan prior to distributions to the other Secured Parties); (iii) provisions pertaining to the application of proceeds of any issuance of debt, equity or other capital (including distribution with respect to the CIT Bridge Loan prior to distributions to the other Secured Parties); (iv) provisions pertaining to a "true up" of outstanding claims of the Secured Parties (other than CIT) in the event of receipt of a "Default Notice", as defined therein; and (v) such other matters as the Secured Parties shall deem appropriate. "CIT" means The CIT Group/Commercial Services, Inc. "CIT Bridge Loan" means a loan or loans in the aggregate amount of up to $10,000,000 to be made to the Borrower by CIT after the First Amendment Effective Date, subject to the satisfaction of the CIT Bridge Loan Conditions. "CIT Bridge Loan Conditions" means (i) the execution and delivery by the Borrower, the Collateral Agent and the Secured Parties (including CIT with respect to the CIT Bridge Loan) of the Amended and Restated Intercreditor Agreement; and (ii) the Additional Bridge Loan Conditions. "Transaction" means the transaction conforming to the terms of that certain letter agreement dated as of February 23, 2000 among the Secured Parties and the Borrower. (b) Each of the following definitions contained in Section 1.1 of the Credit Agreement is amended and restated in its entirety in alphabetical order as follows: 2 "Applicable Interest Addition" means (i) for each Base Rate Loan which is not an Overadvance Loan, 1.00%, and (ii) for each Base Rate Loan which is also an Overadvance Loan, 2.00%; provided, however, that if, for any period set forth in clauses (i) through (v) of the definition of Overadvance Amount, the Secured Parties agree to any Overadvance Loan in an amount in excess of the amount set forth in such definition for such period, the interest rate for the amount of such excess shall be such higher rate as the parties may agree upon. The increased amount of interest on any Overadvance Loans shall accrue from the effective date of each Borrowing Base Certificate and shall be based upon the amount of Overadvance Loans outstanding on such effective date as calculated from the Borrowing Base reported in such Borrowing Base Certificate. "Bank of America" means Bank of America and its successors and assigns under the Bank of America Credit Agreement. "Borrowing Base" means, as determined by the most recent Borrowing Base Certificate, or, in the event such Borrowing Base Certificate is not timely delivered, based upon the Lender's good faith estimate thereof for such period to be reported on the date such Borrowing Base Certificate was due, an amount equal to: (a) all Net Receivables multiplied by 85%, less the amount of all Factor Advances which have been received from the applicable Permitted Factor; plus (b) the lesser of the book value (net of all reserves) or market value of all Inventory multiplied by 50%; plus (c) the Applicable Property Value multiplied by 80%; plus (d) the Overadvance Amount. "First Amendment Effective Date" means February 23, 2000. "Overadvance Amount" means, for the purposes of each calculation of the Borrowing Base, an amount equal to: (i) for the period from the First Amendment Effective Date to February 25, 2000, $25,000,000; (ii) for the period from February 26, 2000 to March 10, 2000, $26,000,000; (iii) for the period from March 11, 2000 to March 17, 2000, $25,000,000; (iv) for the period from March 18, 2000 to March 24, 2000, $24,000,000; and (v) from and after March 25, 2000, $23,000,000; provided, however, during any of the foregoing periods, the Overadvance Amount may be such higher amount, not to exceed $28,000,000, as all of the Secured Parties may agree upon in their sole and absolute discretion. 3 "Overadvance Loan" means, as determined by the most recent Borrowing Base Certificate, that portion of the Revolving Loans equal to (x) all Obligations divided by total Senior Debt outstanding, multiplied by (y) the amount of total Senior Debt outstanding in excess of (i) the Borrowing Base minus (ii) the Overadvance Amount. "Prudential" means The Prudential Insurance Company of America and its successors and assigns under the Prudential Note Agreement. "Revolving B Credit Termination Date" means (i) April 3, 2000 or (ii) such earlier date of termination of Lender's obligations pursuant to Section 9.1 upon the occurrence of an Event of Default, or (iii) such date as the Borrower may permanently terminate the Revolving B Credit Facility by payment in full of all Revolving B Credit outstanding and cancellation of the Revolving B Credit Commitment pursuant to Section 2.3 hereof. "Senior Debt" means (a) all Indebtedness of the Borrower and its Subsidiaries owing to the Secured Parties pursuant to the Senior Debt Documents and (ii) upon satisfaction of and subject to the CIT Bridge Loan Conditions, all Indebtedness of the Borrower and its Subsidiaries owing to CIT pursuant to the financing or credit agreement governing the CIT Bridge Loan. "Senior Debt Documents" means, collectively, (i) this Agreement, the Bank of America Credit Agreement and the Prudential Note Agreement, together with all material related documents executed in connection with the transactions contemplated thereby and (ii) upon satisfaction of and subject to the CIT Bridge Loan Conditions, the financing or credit agreement governing the CIT Bridge Loan, and all material related documents executed in connection with the transactions contemplated thereby; provided, that the reference to Senior Debt Documents contained in clause (xiv) of Section 5.1 shall mean only the documents described in clause (i) of this definition. "Secured Parties" means, collectively, the Lender, Bank of America and Prudential, and from and after satisfaction of the CIT Bridge Loan Conditions, shall also mean and include CIT, with respect to the CIT Bridge Loan. (c) Section 3.1 is amended and restated in its entirety as follows: 3.1 Interest Rate. From and after the First Amendment Effective Date all new Loans shall be made as Base Rate Loans; no Eurodollar Rate Loans may be elected. Eurodollar Rate Loans in effect on the First Amendment Effective Date shall continue as such until the end of the applicable Interest Period for such Eurodollar Rate Loans, at which time they shall be Converted to Base Rate Loans, and may not be Continued as Eurodollar Rate Loans, and all references in and provisions of this Agreement or any 4 Exhibits hereto to a selection by the Borrower, of a Eurodollar Rate shall be ignored and shall have no force or effect on or after, the First Amendment Effective Date. (d) Section 3.2 is amended and restated in its entirety as follows: 3.2 Discontinuance of Conversion and Continuation Elections. From and after the First Amendment Effective Date, the Borrower shall have no option to Convert a Base Rate Loan to a Eurodollar Rate Loan or to Continue a Eurodollar Rate Loan as a Eurodollar Rate Loan, and all references in and provisions of this Agreement or any Exhibits hereto to such option, or to any Conversion or Continuation, shall be ignored and shall have no force or effect as to any Loans in existence on or made after the First Amendment Effective Date. (e) Section 3.3 is amended and restated in its entirety as follows: 3.3 Payment of Interest . The Borrower shall pay interest on the outstanding and unpaid principal amount of each Revolving Credit Loan, commencing on the first date of such Loan until such Loan shall be repaid, at the applicable Base Rate or, with respect to Eurodollar Rate Loans in effect on the First Amendment Effective Date, at such Eurodollar Rate. Interest on Eurodollar Loans in effect on the First Amendment Effective Date shall be paid on the earlier of (a) monthly in arrears on the last Business Day of each month, commencing February 29, 2000, until the Revolving A Credit Termination Date or the Revolving B Credit Termination Date, as applicable, at which date the entire principal amount of and all accrued interest on such Loans shall be paid in full, and (b) upon payment in full of the related Loan; provided, however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest thereafter until paid in full at the Default Rate. (f) Section 7.1 hereby is amended by adding a new paragraph (g) thereto, as follows: (g) Updates of Borrowing Base Certificates. On each Business Day, an uncertified, good faith estimated updates of most recently furnished complete Borrowing Base Certificate as to the information under the heading "Accounts Receivable" pertaining to "Factored Accounts" and "Factor Advances"; and the information under the heading "Senior Debt". (g) Section 8.1(b) is amended and restated in its entirety as follows: (b) Consolidated EBITDA. Permit Consolidated EBITDA as of the end of any fiscal month for any Twelve Month Period ending on or about the dates indicated below to be less than the amount set forth below opposite such date: 5