ex10_1.htm


    
      
        

      

      Exhibit
10.1 


      


       

                  This
SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of August 15,
2008, but effective as of August 29, 2008, 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,
that certain Second Amendment to Credit Agreement effective as of August 29,
2005, that certain Third Amendment to Credit Agreement effective as of August
28, 2006, that certain Fourth Amendment to Credit Agreement effective as of
August 29, 2007, and that certain Fifth Amendment to Credit Agreement effective
as of September 28, 2007, 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,
2010.

       

      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 29,
2008.  Effective August 29, 2008, the maturity date of the Loan and
the definition of “Date of Maturity” in the Credit Agreement are hereby changed
to August 29, 2010.

      2.           The
Credit Agreement is hereby amended as follows:

      
        	
                 
      

              	
                (a)

              	
                In
      Section 2.3(b)(i), “one-half of one percent (0.50%)” is hereby changed to
      “three-quarters of one
      percent (0.75%)” in clause
(A).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Section
      2.6(a) is hereby replaced in its entirety with the
    following:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                During
      the Revolving Credit Period, the Borrower shall pay to the Bank a
      commitment fee at the following
rate:

              


      

       

      (i)           twenty-five
(25) basis points per annum on the average daily unused portion of the
Commitment for each calendar quarter, if the average daily unused portion of the
Commitment for said quarter is greater than 75% of the amount of the Commitment;
and


      
        
           


        

        
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      (ii)           seventeen
and one-half (17.5) basis points per annum on the average daily unused portion
of the Commitment for each calendar quarter, if the average daily unused portion
of the Commitment for said quarter is 75% or less of the amount of the
Commitment.

       

      As
used herein, “unused portion of the Commitment” means, for any day, the amount
of the Commitment minus the Revolving Loan Balance for such day; and “average
daily” means, for any calendar quarter, the sum of each day’s unused portion of
the Commitment, divided by the number of days in said calendar
quarter.  Such commitment fee shall be payable on the fifth day of
each calendar quarter in arrears.

       

      2.           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.

       

      3.           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:

              	
                 EVP – Finance &
      Administration

              	 
      
	 
      	 
      	 
      
	 	 	 
	
                WACHOVIA
      BANK, NATIONAL ASSOCIATION    [SEAL]

              	 
      
	 	 
	 	 
	
                By:

              	
                /s/Jonathan R. Richardson

              	 
      
	
                Name

              	
                Jonathan R. Richardson

              	 
      
	
                Title

              	
                Senior VP

              	 
      


      


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