ex101.htm


    
      This
        FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 13,
        2007, 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, that certain
        Second Amendment to Credit Agreement effective as of August 29, 2005, and
        that
        certain Third Amendment to Credit Agreement effective as of August 28, 2006,
        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,
        2009.

      


      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,
        2007.  Effective August 29, 2007, the maturity date of the Loan and
        the definition of “Date of Maturity” in the Credit Agreement are hereby changed
        to August 29, 2009.

      


      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:	 Vice President -  Finance and
                Administration


      

       

                                                                        


      WACHOVIA
        BANK, NATIONAL ASSOCIATION       
[SEAL]

       

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