Stanley Furniture Co Inc. Sample Contracts

HG Holdings, Inc. – INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (March 1st, 2019)

THIS INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (this “Subordination Agreement”), is dated February 25, 2019, and made between HG HOLDINGS, INC f/k/a Stanley Furniture Company, Inc., a Delaware corporation (“Junior Creditor”), having an address of 2115 E 7th Street, Suite 101, Charlotte, North Carolina 28204, and ALTERNA CAPITAL SOLUTIONS, LLC, a Florida limited liability company (“ACS”) having an office at 222 W. Comstock, Winter Park, Florida 32789.

HG Holdings, Inc. – CONSENT, REAFFIRMATION, AND JOINDER (February 13th, 2019)

This Consent, Reaffirmation, and Joinder (this “Agreement”), dated as of February 7, 2019, is entered into by and among STANLEY FURNITURE COMPANY LLC, a Delaware limited liability company formerly known as Churchill Downs LLC (the “Borrower”), STANLEY INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, CHURCHILL DOWNS HOLDINGS LTD., a British Virgin Islands business company, STANLEY FURNITURE COMPANY 2.0, LLC, a Virginia limited liability company, and HG HOLDINGS, INC., a Delaware corporation formerly known as Stanley Furniture Company, Inc. (the “Lender”). Capitalized terms that are not otherwise defined herein shall have their defined meanings under the Amended and Restated Subordinated Secured Promissory Note, dated as of September 6, 2018, executed by the Borrower and accepted by the Lender (as amended, the “Note”).

HG Holdings, Inc. – Contract (February 13th, 2019)

THIS SECOND AMENDED AND RESTATED SUBORDINATED SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

HG Holdings, Inc. – AGREEMENT (February 13th, 2019)

AGREEMENT (this “Agreement”), dated as of February 7, 2019, among Churchill Downs Holdings Ltd, a business company incorporated in the British Virgin Islands (the “Buyer”), and HG Holdings, Inc., a Delaware corporation (the “Seller).

HG Holdings, Inc. – InterCreditor and Debt Subordination Agreement (September 12th, 2018)

THIS INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (this “Subordination Agreement”), dated September 6, 2018, between HG HOLDINGS, INC., a Delaware corporation (“Junior Creditor”), having an address of 2115 E. 7th Street, Suite 101, Charlotte, North Carolina 28204, and HALE PARTNERSHIP FUND, L.P., a Delaware limited partnership, in its capacity as agent (in such capacity, “Fund”) having an office at 6100 Fairview Road, Charlotte, North Carolina 28210.

HG Holdings, Inc. – Contract (September 12th, 2018)

THIS SUBORDINATED SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

HG Holdings, Inc. – Contract (September 12th, 2018)

THIS AMENDED AND RESTATED SUBORDINATED SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Stanley Furniture Co Inc. – InterCreditor and Debt Subordination Agreement (March 8th, 2018)

THIS INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (this "Subordination Agreement"), dated March 2, 2018, between STANLEY FURNITURE COMPANY, INC., a Delaware corporation ("Junior Creditor"), having an address of 2115 E. 7th Street, Suite 101, Charlotte, North Carolina 28204, and NORTH MILL CAPITAL LLC, a Delaware limited liability company ("NMC") having an office at 821 Alexander Road, Suite 130, Princeton, New Jersey 08540.

Stanley Furniture Co Inc. – STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF STANLEY FURNITURE COMPANY, INC. (March 8th, 2018)

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

Stanley Furniture Co Inc. – Contract (March 8th, 2018)

THIS SUBORDINATED SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Stanley Furniture Co Inc. – FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (January 23rd, 2018)

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First Amendment”), dated as of January 22, 2018, by and between CHURCHILL DOWNS LLC, a Delaware limited liability company (the “Buyer”), and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the “Seller”).

Stanley Furniture Co Inc. – December 7, 2017 (December 8th, 2017)
Stanley Furniture Co Inc. – SEPARATION AGREEMENT (December 8th, 2017)

THIS SEPARATION AGREEMENT (the “Agreement”) is entered into by and between Glenn Prillaman (“Executive”) and Stanley Furniture Company, Inc., a Delaware corporation (the “Company”).

Stanley Furniture Co Inc. – December 7, 2017 (December 8th, 2017)
Stanley Furniture Co Inc. – SHARE PURCHASE AGREEMENT (December 8th, 2017)

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of December 8, 2017 (the “Effective Date”), between Hale Partnership Fund, L.P., a Delaware limited partnership (the “Buyer”), TALANTA Fund, L.P., a Delaware limited partnership (the “Selling Stockholder”), TALANTA Investment Group, LLC, a Delaware limited liability company and general partner of the Selling Stockholder (the “TALANTA GP”), and Justyn R. Putnam, investment manager and managing member of the TALANTA GP (“Putnam” and, collectively with the Selling Stockholder and the TALANTA GP, the “Putnam Parties”). The Buyer and the Putnam Parties may be collectively referred to herein as the “Parties”, or individually as a “Party”. Stanley Furniture Company, Inc. (the “Company”) hereby joins as a party to this Agreement solely with respect to ARTICLE 4 of this Agreement.

Stanley Furniture Co Inc. – SEPARATION AGREEMENT (December 8th, 2017)

THIS SEPARATION AGREEMENT (the “Agreement”) is entered into by and between Glenn Prillaman (“Executive”) and Stanley Furniture Company, Inc., a Delaware corporation (the “Company”).

Stanley Furniture Co Inc. – SHARE PURCHASE AGREEMENT (December 8th, 2017)

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of December 8, 2017 (the “Effective Date”), between Hale Partnership Fund, L.P., a Delaware limited partnership (the “Buyer”), TALANTA Fund, L.P., a Delaware limited partnership (the “Selling Stockholder”), TALANTA Investment Group, LLC, a Delaware limited liability company and general partner of the Selling Stockholder (the “TALANTA GP”), and Justyn R. Putnam, investment manager and managing member of the TALANTA GP (“Putnam” and, collectively with the Selling Stockholder and the TALANTA GP, the “Putnam Parties”). The Buyer and the Putnam Parties may be collectively referred to herein as the “Parties”, or individually as a “Party”. Stanley Furniture Company, Inc. (the “Company”) hereby joins as a party to this Agreement solely with respect to ARTICLE 4 of this Agreement.

Stanley Furniture Co Inc. – ASSET PURCHASE AGREEMENT by and between CHURCHILL DOWNS LLC, as Buyer, and STANLEY FURNITURE COMPANY, INC. as Seller Dated as of November 20, 2017 (November 20th, 2017)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 20, 2017 by and between CHURCHILL DOWNS LLC, a Delaware limited liability company (the “Buyer”), and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the “Seller”).

Stanley Furniture Co Inc. – BY-LAWS OF STANLEY FURNITURE COMPANY, INC. (a Delaware corporation, the “Corporation”) (As amended as of November 16, 2017) (November 20th, 2017)
Stanley Furniture Co Inc. – FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. (April 18th, 2017)

High Point, NC, April 18, 2017/GLOBE NEWSWIRE/ -- Stanley Furniture Company, Inc. (Nasdaq-NGS:STLY) today reports sales and operating results for the first quarter ended April 1, 2017.

Stanley Furniture Co Inc. – Wells Fargo Bank, National Association (April 18th, 2017)
Stanley Furniture Co Inc. – FOR IMMEDIATE RELEASE: (February 23rd, 2017)
Stanley Furniture Co Inc. – AMENDMENT NO. 1 (January 30th, 2017)

This Amendment No. 1 is made and entered into as of January 30, 2017 to the Agreement (“Agreement”) made and entered into as of January 7, 2016, by and among Stanley Furniture Company, Inc., a Delaware corporation (the “Company”), and the entities and natural persons listed on Exhibit A thereto (collectively, the “Hale-Talanta Group,” and individually a “member” of the Hale-Talanta Group).

Stanley Furniture Co Inc. – AGREEMENT (January 30th, 2017)

This Agreement (“Agreement”) is made and entered into as of January 30, 2017, by and among Stanley Furniture Company, Inc., a Delaware corporation (the “Company”), and the other entities and natural persons party hereto (collectively, the “Hale Group,” and individually a “member” of the Hale Group).

Stanley Furniture Co Inc. – AMENDMENT NO. 1 (January 30th, 2017)

This Amendment No. 1 dated as of January 30, 2017 to the Rights Agreement (“Agreement”) dated as of December 5, 2016 between Stanley Furniture Company, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

Stanley Furniture Co Inc. – CERTIFICATE OF DESIGNATION OF SERIES A PARTICIPATING PREFERRED STOCK OF STANLEY FURNITURE COMPANY, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (December 6th, 2016)

In accordance with Section 151 of the Delaware General Corporation Law, the undersigned hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation at a meeting duly called and held:

Stanley Furniture Co Inc. – RIGHTS AGREEMENT dated as of December 5, 2016 between Stanley Furniture Company, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent (December 6th, 2016)

RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 5, 2016, between Stanley Furniture Company, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a stock transfer agent, as Rights Agent (the “Rights Agent”).

Stanley Furniture Co Inc. – AMENDMENT TO EMPLOYMENT AGREEMENT (December 2nd, 2016)

THIS AMENDMENT (the “Amendment”) to the EMPLOYMENT AGREEMENT between GLENN PRILLAMAN (“Employee”) and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the “Company”), dated July 22, 2016 (the “Employment Agreement”), shall be effective November 30, 2016.

Stanley Furniture Co Inc. – AMENDMENT TO CHANGE IN CONTROL PROTECTION AGREEMENT (December 2nd, 2016)

THIS AMENDMENT (the “Amendment”) to the CHANGE IN CONTOL PROTECTION AGREEMENT between ANITA WIMMER (“Executive”) and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the “Company”), effective as of December 11, 2015 (the “Change in Control Protection Agreement”), shall be effective November 30, 2016.

Stanley Furniture Co Inc. – FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. (October 26th, 2016)

High Point, NC, October 25, 2016/GLOBE NEWSWIRE/ -- Stanley Furniture Company, Inc. (Nasdaq-NGS:STLY) today reported sales and operating results for the third quarter of 2016.

Stanley Furniture Co Inc. – CREDIT AGREEMENT (October 26th, 2016)

THIS CREDIT AGREEMENT (this "Agreement") is entered into as of October 25, 2016 (the “Closing Date”), by and between STANLEY FURNITURE COMPANY, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). Certain capitalized terms used in this Agreement are defined in Section 7.1.  The parties agree as follows:

Stanley Furniture Co Inc. – SECURITY AGREEMENT (October 26th, 2016)

THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of October 25, 2016, by and among STANLEY FURNITURE COMPANY, INC., a Delaware corporation (“Borrower”), STANLEY FURNITURE COMPANY 2.0, LLC, a Virginia limited liability company ( “Guarantor”; each of the Borrower and the Guarantor is sometimes hereinafter referenced individually as a “Grantor” and collectively as the “Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).

Stanley Furniture Co Inc. – EMPLOYMENT AGREEMENT (July 25th, 2016)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) between GLENN PRILLAMAN (“Employee”) and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the “Company”), is effective as of July 22, 2016 (the “Effective Date”).

Stanley Furniture Co Inc. – FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. (July 25th, 2016)

High Point, NC, July 25, 2016/GLOBE NEWSWIRE/ -- Stanley Furniture Company, Inc. (Nasdaq-NGS:STLY) today reported sales and operating results for the second quarter of 2016.

Stanley Furniture Co Inc. – FOR IMMEDIATE RELEASE: (April 25th, 2016)