Wachovia Amendment 7-14-06


                                                                            EXHIBIT
      10.01

     

     

    This
      THIRD
      AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 14, 2006,
      is effective as set forth below, and is by and between STANLEY FURNITURE
      COMPANY, INC., a Delaware corporation (the “Borrower”); and WACHOVIA BANK,
      NATIONAL ASSOCIATION, a national banking association and successor to SouthTrust
      Bank, an Alabama banking corporation (the “Lender”).

    


    


    RECITALS

    


    The
      Lender has made
      a certain credit facility (the “Loan”) available to the Borrower pursuant to the
      terms and conditions contained in that certain Credit Agreement dated as of
      August 29, 2003 between the Borrower and the Lender (as amended by that certain
      First Amendment to Credit Agreement dated as of April 23, 2004, and that certain
      Second Amendment to Credit Agreement effective as of August 29, 2005, the
“Credit Agreement”).

    


    In
      accordance with Section 2.12 of the Credit Agreement, the Borrower has submitted
      to the Bank, and the Bank has received, a timely request that the Lender extend
      the Date of Maturity (as defined in the Credit Agreement) to August 29,
      2008.

    


    The
      Lender has
      agreed to extend the Date of Maturity in accordance with said request and the
      terms of this Amendment.

    


    The
      Borrower has
      also requested that the Lender amend certain provisions of the Credit Agreement
      and, subject to the terms and conditions set forth in this Amendment, the Lender
      has agreed to do so.

    


    NOW,
      THEREFORE, the
      Borrower and the Lender hereby agree as follows:

    


    1.  Pursuant
      to the
      terms of Section 2.12 of the Credit Agreement, the Lender has agreed to extend
      the Date of Maturity of the Loan by 12 months, effective August 28, 2006.
      Effective August 28, 2006, the maturity date of the Loan and the definition
      of
“Date of Maturity” in the Credit Agreement are hereby changed to August 29,
      2008.

    


    2. Effective
      on the
      date hereof, the covenant set forth in Section 5.6 of the Credit Agreement
      is
      hereby deleted in its entirety. The text of Section 5.6 is hereby replaced
      with
“[Intentionally Deleted]”.

    


    3. This
      Amendment
      shall be deemed to be a contract made under, and for all purposes shall be
      construed in accordance with, the laws of the Commonwealth of
      Virginia.

    


    4. The
      Borrower hereby
      acknowledges and agrees that, as of the date hereof, the unpaid principal
      balance of the Loan is $ -0- and that there are no set-offs or defenses against
      the Credit Agreement or the Note (as defined in the Credit Agreement). The
      parties to this Amendment do not intend that this Amendment be construed as
      a
      novation of the Note or the Credit Agreement. Except as hereby expressly
      extended and modified, the Note and Credit Agreement shall otherwise be
      unchanged, shall remain in full force and effect, and are hereby expressly
      approved, ratified and confirmed.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed or caused this instrument
      to
      be executed under seal as of the day and year first above written.

    


    STANLEY
      FURNITURE COMPANY, INC.  [SEAL]

    
 

    
      	 By:	 /s/ Douglas I.
              Payne
	 Name:	 Douglas I.
              Payne
	 Title:	 Executive Vice President
              -
              Finance & Administration


    

     

           

    WACHOVIA
      BANK ,
      NATIONAL
      ASSOCIATION [SEAL]

    
 

    
      	By:	 /s/ Jonathan
              R.
              Richardson
	Name:	Jonathan R.
              Richardson
	Title:	Vice
              President