THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group Four Gateway Center 100 Mulberry Street Newark, New Jersey 07102 July 29, 1994 CROWN CRAFTS, INC. 1600 Riveredge Parkway Suite 200 Atlanta, Georgia 30328 Attention: Mr. Robert E. Schnelle Treasurer Ladies and Gentlemen: This letter is to amend the Note Agreement between Crown Crafts, Inc. (the "Company") and The Prudential Insurance Company of America ("Prudential"), dated December 18, 1990, as previously amended, under which Prudential purchased the company's 9.22% promissory note due November 15, 1996, in the original principal amount of $15,000,000 (the "Note Agreement"). Pursuant to paragraph 11C of the Note Agreement, Prudential and the Company hereby agree that effective as of March 29, 1992, paragraph 6C(2) of the Note Agreement is amended by increasing the dollar amount in clause (iv) thereof to "$30,000,000". The terms and conditions of the Note Agreement as amended hereby are and shall remain in full force and effect. If you agree with the foregoing, please sign the enclosed counterparts of this letter and return them to us, at which time this letter shall become a binding agreement between the Company and Prudential. Very truly yours, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Jack Curb ----------------------- Vice President The foregoing is agreed to and accepted as the date first above written. CROWN CRAFTS, INC. By: /s/ Robert E. Schnelle ----------------------------- Robert E. Schnelle, Treasurer