STANLEY FURNITURE COMPANY, INC.




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Page1. AMENDMENT AND RESTATEMENT; AUTHORIZATION OF ISSUE OF SHELF NOTES
    
    
    21A. Amendment and Restatement
    
    
    21B. Authorization of Issue of Shelf Notes
    
    
    22. PURCHASE AND SALE OF NOTES
    
    
    32A. Purchase and Sale of 2001 Notes and Series AA Notes
    
    
    32B. Purchase and Sale of Shelf Notes
    
    
    32B(1). Facility
    
    
    32B(2). Issuance Period
    
    
    32B(3). Request for Purchase
    
    
    42B(4). Rate Quotes
    
    
    42B(5). Acceptance
    
    
    52B(6). Market Disruption
    
    
    52B(7). Facility Closings
    
    
    52B(8). Fees
    
    
    62B(8)(i). Intentionally Omitted
    
    
    62B(8)(ii). Issuance Fee
    
    
    62B(8)(iii). Delayed Delivery Fee
    
    
    62B(8)(iv). Cancellation Fee
    
    
    73. CONDITIONS OF EFFECTIVENESS
    
    
    73A. Execution and Delivery of Documents
    
    
    73B. Prepayment of Notes; Payment of Expenses
    
    
    104. PREPAYMENTS
    
    
    104A. Required Prepayments of Series AA Notes
    
    
    104B. Required Prepayments of Shelf Notes
    
    
    104C. Optional Prepayment With Yield-Maintenance Amount
    
    
    104D. Notice of Optional Prepayment
    
    
    114E. Application of Required Prepayments
    
    
    114F. Retirement of Notes
    
    
    114G. Prepayment of Notes on Agreement Effective Date
    
    
    115. AFFIRMATIVE COVENANTS
    
    
    135A. Reporting Requirements
    
    
    135A(1). General Information
    
    
    135A(2). Quarterly Officers Certificates
    
    
    155A(3). Annual Accountants Letter
    
    
    155A(4). Special Information
    
    
    155B. Inspection of Property
    
    
    165C. Subsidiary Guarantees; Security Documents
    
    
    165D. Pledge of After Acquired Property
    
    
    175E. Maintenance of Insurance
    
    
    195F. Maintenance of Corporate Existence/Compliance with Law/Preservation of Property
    
    
    195G. Compliance with Environmental Laws
    
    
    195H. No Integration
    
    
    205I. Financial Records
    
    
    205J. Cash Balance
    
    
    205K. Further Assurances
    
    
    20
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Page6. NEGATIVE COVENANTS
    
    
    206A. Fixed Charge Coverage and Debt Limits
    
    
    206B. Reserved
    
    
    216C. Liens, Debt and Other Restrictions
    
    
    216C(1). Liens
    
    
    216C(2). Debt
    
    
    226C(2). Debt. TC
    
    
    226C(3). Merger or Consolidation
    
    
    226C(4). Sale or Discount of Receivables
    
    
    226C(5). Change in Business
    
    
    226C(6). Transactions with Related Party
    
    
    226C(7). Investments
    
    
    236D. Sale of Property
    
    
    236E. Subsidiary Stock and Debt
    
    
    246F. ERISA
    
    
    256G. Environmental Matters
    
    
    256H. Specified Laws
    
    
    257. EVENTS OF DEFAULT
    
    
    257A. Acceleration
    
    
    257B. Rescission of Acceleration
    
    
    297C. Notice of Acceleration or Rescission
    
    
    297D. Other Remedies
    
    
    298. REPRESENTATIONS AND WARRANTIES
    
    
    308A. Organization
    
    
    308B. Financial Statements
    
    
    308C. Actions Pending
    
    
    318D. Outstanding Debt
    
    
    318E. Title to Properties
    
    
    318F. Taxes
    
    
    318G. Conflicting Agreements and Other Matters
    
    
    318H. Offering of Notes
    
    
    328I. Use of Proceeds
    
    
    328J. ERISA
    
    
    328K. Governmental Consent
    
    
    338L. Environmental Compliance
    
    
    338M. Disclosure
    
    
    348N. Hostile Tender Offers
    
    
    348O. Absence Of Foreign Or Enemy Status
    
    
    348P. Solvency
    
    
    349. REPRESENTATIONS OF THE PURCHASERS
    
    
    349A. Nature of Purchase
    
    
    349B. Source of Funds
    
    
    3510. DEFINITIONS
    
    
    3610A. Yield-Maintenance Terms
    
    
    3610B. Other Terms
    
    
    3710C. Accounting Principles, Terms and Determinations
    
    
    4911. MISCELLANEOUS
    
    
    5011A. Note Payments
    
    
    5011B. Expenses
    
    
    5011C. Consent to Amendments
    
    
    5111D. Form, Registration, Transfer and Exchange of Notes; Lost Notes
    
    
    5211E. Persons Deemed Owners; Participations
    
    
    5211F. Survival of Representations and Warranties; Entire Agreement
    
    
    53
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Page11G. Successors and Assigns; Transfer Provisions
    
    
    5311H. Disclosure to Other Persons; Confidentiality
    
    
    5311I. Notices
    
    
    5411J. Payments Due on Non-Business Days
    
    
    5411K. Satisfaction Requirement
    
    
    5511L. Independence of Covenants
    
    
    5511M. Governing Law
    
    
    5511N. Severability
    
    
    5511O. Descriptive Headings
    
    
    5511P. Counterparts
    
    
    55
 EXHIBITS
 
 SCHEDULES
 
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STANLEY FURNITURE COMPANY, INC.
  Prudential
 Hartford  Medica  Pruco  PRIAC  Mutual of Omaha      Purchasers
 
  Company Original Agreement Exhibit A-1 2001 Notes Exhibit A-2 Series AA Notes




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AMENDMENT AND RESTATEMENT; AUTHORIZATION OF ISSUE OF SHELF NOTES.
 Amendment and Restatement
 Authorization of Issue of Shelf Notes Shelf Notes Shelf Note Shelf Notes Note Notes Series
  2




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PURCHASE AND SALE OF NOTES .
 Purchase and Sale of 2001 Notes and Series AA Notes
 Purchase and Sale of Shelf Notes
 Facility Facility Available Facility Amount NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT
IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE
SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR
OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE
CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.
 Issuance Period
        3




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Request for Purchase Request for Purchase
    Closing Day
     Rate Quotes
  4




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Acceptance Acceptance Window Accepted Note Acceptance Acceptance Day Confirmation of Acceptance
 Market Disruption
 Facility Closings
  5




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Rescheduled Closing Day
 Fees
 Intentionally Omitted
 Issuance Fee Issuance Fee
 Delayed Delivery Fee
  BEY MMY DTS PA
  6




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Cancellation Fee Cancellation Date Cancellation Fee
  PI i.e. PA
 Increase in Interest Rate
 CONDITIONS OF EFFECTIVENESS
 Execution and Delivery of Documents .
 ;
 Exhibit A-1 Exhibit A-2
  7




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8




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9




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Prepayment of Notes; Payment of Expenses
 PREPAYMENTS
 Required Prepayments of Series AA Notes. ,
 Required Prepayments of Shelf Notes
 Optional Prepayment With Yield-Maintenance Amount
  10




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Notice of Optional Prepayment
 Application of Required Prepayments
 Retirement of Notes
 Prepayment of Notes on Agreement Effective Date.
  11




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Offer to Prepay Notes in the Event of an Asset Disposition or Recovery Event
 Notice of Asset Disposition or Recovery Event Recovery Determination Notice
 Offer to Prepay Notes. Proposed 4H Prepayment Date
 Acceptance; Rejection
 Prepayment.
 Officers Certificate.
  12




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AFFIRMATIVE COVENANTS
 Reporting Requirements
 General Information
   provided however
  (1)
    
    Consolidated statements of income,
stockholders equity and cash flows for such year, and
 (2)
    
    a Consolidated balance sheet as at the end of
such year,
 provided however
   13




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14




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Quarterly Officers Certificates
 Annual Accountants Letter
 Special Information
       15




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Inspection of Property
    Subsidiary Guarantees; Security Documents
 Description of New Subsidiary Property
 Guaranty
  16




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Security Agreement
 Mortgages provided however
 Organizational Documents; Opinions; Further Assurances
  17




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Pledge of After Acquired Property.
 Description of Acquired Property
 Collateral Documents provided however
 Further Assurances
 Legal Opinion
  18




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Maintenance of Insurance
 Maintenance of Corporate Existence/Compliance with Law/Preservation of Property
     Compliance with Environmental Laws  Indemnified Person 
  19




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No Integration
 Financial Records
 Further Assurances.
 NEGATIVE COVENANTS
 Asset Coverage Ratio; Other Financial Covenants
    20




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provided however
 Minimum Earnings.
 Liens, Debt and Other Restrictions
 Liens
  provided
   21




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Debt
     Merger or Consolidation
 provided
  Sale or Discount of Receivables
 Change in Business
 Transactions with Related Party
  22




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Investments
        Sale of Property
   23




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Disposition  Disposed of 
 Calculation of net book value .
 Sales of less than all the stock of a Subsidiary
 Subsidiary Stock and Debt
      24




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ERISA
     Environmental Matters
 Specified Laws
 EVENTS OF DEFAULT
 Acceleration
   25




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26




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 Bankruptcy Law 
        27




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provided
 provided
     28




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Rescission of Acceleration
      Notice of Acceleration or Rescission
 Other Remedies
  29




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Application of Proceeds
 REPRESENTATIONS AND WARRANTIES
 Organization
 Financial Statements
  30




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Actions Pending
 Outstanding Debt
 Title to Properties
 Taxes
 Conflicting Agreements and Other Matters
  31




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Offering of Notes
 Use of Proceeds
 ERISA
  32




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Governmental Consent
 Environmental Compliance
       33




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Disclosure
 Hostile Tender Offers
 Absence Of Foreign Or Enemy Status . et seq. Anti-Terrorism Order
 Solvency.
 REPRESENTATIONS OF THE PURCHASERS
 Nature of Purchase
  34




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Source of Funds Source
 PTE NAIC Annual Statement
   QPAM Exemption
  35




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INHAM Exemption
     DEFINITIONS
 Yield-Maintenance Terms
 Called Principal
 Designated Spread
 Discounted Value
  36




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Reinvestment Yield
 Remaining-Average Life
 Remaining Scheduled Payments
 Settlement Date
 Yield-Maintenance Amount
 Y-M Business Day
 Other Terms
 Acceptance
  37




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Acceptance Day
 Acceptance Window
 Accepted Note
 Affiliate
 Agreement Effective Date
 Asset Disposition 
 Authorized Officer
  38




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Available Facility Amount
 Bankruptcy Law
 Board
 Business Day
 Cancellation Date
 Cancellation Fee
 Capitalized Lease Obligation
 CERCLA
 CERCLIS
 Closing Day
 Code
  Collateral 
 Collateral Agency Agreement
  Collateral Agent 
  Collateral Documents 
  39




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Company
 Confirmation of Acceptance
 Consolidated
 Consolidated Assets
 Consolidated Capitalization
 Consolidated EBITDA plus
 Consolidated Fixed Charges
 Prior
Period
  Consolidated Interest Charges
 Consolidated Net Earnings
    40




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Consolidated Net Loss
 Consolidated Net Loss Consolidated Net Earnings
 Consolidated Net Worth
  41




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Consolidated Operating Income
 Consolidated Priority Debt
    Credit Party
 Debt
       42




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Default Rate
 Delay Delivery Fee
 Disposition  Disposed
of 
 Environmental Authority
 Environmental Judgments and Orders
 Environmental Liabilities
 Environmental Notices
 Environmental Proceedings
 Environmental Releases
  43




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Environmental Requirements
 ERISA
 ERISA Affiliate
 Event of Default Default
 Exchange Act
 Facility
 Fair Market Value
 Guarantee
 Guarantor
  44




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Guaranty Agreement
 Hazardous Materials
 Hedge Treasury Note(s)
 Hostile Tender Offer
 Investment
 Issuance Fee
 Issuance Period
 Lien
  45




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 Mortgage 
  Mortgaged Property Support Documents 
 Multiemployer Plan
 Net Cash Proceeds
  Note Document(s) 
 Notes
 Obligations
  46




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Officers Certificate
 Original Agreement
 Person
 Plan
 Preferred Stock
 Properties
 Proposed 4H Prepayment Date
 Prudential
 Prudential Affiliate  
 Purchasers
 Recovery Determination Notice
  47




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Recovery Event
 Related Parties
 Rentals
 Request for Purchase
 Required Holder(s)
 Rescheduled Closing Day
 Responsible Officer
  SEC
 Securities Act
 Security Agreement
 Series AA Closing Day
 Series AA Note(s)
 Series AA Note Purchaser(s)
 Shelf Notes
  48




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Significant Holder
  Solvent 
 Subsidiary
 Third Party
 Transferee
 2001 Notes
 Voting Stock
 Accounting Principles, Terms and Determinations generally accepted accounting principles
  49




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MISCELLANEOUS
 Note Payments
 Expenses
    50




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Indemnitee provided
  Consent to Amendments
   51




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this Agreement
 Form, Registration, Transfer and Exchange of Notes; Lost Notes
 Persons Deemed Owners; Participations
  52




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Survival of Representations and Warranties; Entire Agreement
 Successors and Assigns; Transfer Provisions
 Disclosure to Other Persons; Confidentiality
         53




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Confidential Information
 Notices
     Payments Due on Non-Business Days provided
  54




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Satisfaction Requirement
 Independence of Covenants
 Governing Law
 Severability
 Descriptive Headings
 Counterparts
 Collateral Agent
  55




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56




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Very truly yours,STANLEY FURNITURE COMPANY, INC.By:
    /s/  Douglas I. PayneName:
    Douglas I. PayneTitle:
    Executive Vice President
Finance and Administration 
 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
 By:
    
    /s/ Robert DerrickName: Robert DerrickTitle:   Vice PresidentHARTFORD LIFE INSURANCE COMPANYBy:
    
    Prudential Private Placement Investors,L.P. (as Investment Advisor)By:
    
    Prudential Private Placement Investors, Inc.(as its General Partner)By:
    
    /s/ Robert DerrickName: Robert DerrickTitle:   Vice President
 [SIGNATURE PAGE TO STANLEY FURNITURE AMENDED AND RESTATED
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]




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MEDICA HEALTH PLANSBy:
    
    Prudential Private Placement Investors,L.P. (as Investment Advisor)By:
    
    Prudential Private Placement Investors, Inc.(as its General Partner)By:
    
    /s/ Robert DerrickName: Robert DerrickTitle:   Vice PresidentPRUCO LIFE INSURANCE COMPANY OF NEW JERSEYBy:
    
    /s/ Robert DerrickName: Robert DerrickTitle:   Assistant Vice PresidentPRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANYBy:
    
    Prudential Investment Management, Inc.,as investment managerBy:
    
    /s/ Robert DerrickName: Robert DerrickTitle:   Vice PresidentMUTUAL OF OMAHA INSURANCE COMPANYBy:
    
    Prudential Private Placement Investors,L.P. (as Investment Advisor)By:
    
    Prudential Private Placement Investors, Inc.(as its General Partner)By:
    
    /s/ Robert DerrickName: Robert DerrickTitle:   Vice President
 [SIGNATURE PAGE TO STANLEY FURNITURE AMENDED AND RESTATED
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]




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The foregoing Agreement is
hereby accepted as of the date
first above written.THE BANK OF NEW YORK MELLON TRUST COMPANY, as Collateral AgentBy:
    
    /s/ Geraldine CreswellName: Geraldine CreswellTitle:   Vice President
 [SIGNATURE PAGE TO STANLEY FURNITURE AMENDED AND RESTATED
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]




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No. RA-[_____]
    
    PPN [_____]
 ORIGINAL PRINCIPAL AMOUNT:ORIGINAL ISSUE DATE:
    
    April 26, 2001INTEREST RATE:
    
    8.44%INTEREST PAYMENT DATES:
    
    May 3 and November 3 of each year, commencing on November 3, 2001.FINAL MATURITY DATE:
    
    May 3, 2011PRINCIPAL PREPAYMENT 
DATES AND AMOUNTS:
    
    May 3, 2005  $714,285.71May 3, 2006  $714,285.71May 3, 2007  $714,285.71May 3, 2008  $714,285.71May 3, 2009  $714,285.71May 3, 2010  $714,285.71May 3, 2011  $714,285.74




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Notes Agreement
     STANLEY FURNITURE COMPANY, INC.By:Name:Title: [SIGNATURE PAGE TO STANLEY FURNITURE AMENDED AND RESTATED
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]




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No. R-_____ORIGINAL PRINCIPAL AMOUNT:
    
    $_____ORIGINAL ISSUE DATE:
    
    _____, 2007INTEREST RATE:
    
    8.23%INTEREST PAYMENT DATES:
    
    May 3 and November 3 of each calendar yearFINAL MATURITY DATE:
    
    May 3, 2017PRINCIPAL PREPAYMENT DATES AND AMOUNTS:
    
    $_____ 
due May 3, 2011 and each anniversary date thereafterPPN:
    
    _____
 Company _____
 [SIGNATURE PAGE TO STANLEY FURNITURE AMENDED AND RESTATED
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]




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Notes Agreement
     STANLEY FURNITURE COMPANY, INC.By:Name:Title: [SIGNATURE PAGE TO STANLEY FURNITURE AMENDED AND RESTATED
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]