0000797465-06-000044 Sample Contracts

AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTS
Note Purchase and Private Shelf Agreements • July 18th, 2006 • Stanley Furniture Co Inc. • Wood household furniture, (no upholstered) • New York

THIS AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTS (this “Amendment”), is made and entered into as of July 14, 2006, by and among Stanley Furniture Company, Inc. (the “Company”), The Prudential Insurance Company of America (together with its successors and assigns, “PICA”), Hartford Life Insurance Company (“Hartford”), and Medica Health Plans (“Medica” and, together with PICA, Hartford and Medica, the “Noteholders”).

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Contract
Credit Agreement • July 18th, 2006 • Stanley Furniture Co Inc. • Wood household furniture, (no upholstered) • Virginia

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”).

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