SECURITY AGREEMENTSecurity Agreement • May 12th, 2010 • Stanley Furniture Co Inc. • Wood household furniture, (no upholstered) • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made as of May 11, 2010, by Stanley Furniture Company, Inc., a Delaware corporation (the “Issuer”), each of the undersigned Subsidiaries of the Issuer (the “Subsidiary Grantors”) and the Additional Grantors (as hereinafter defined) (the Issuer, the Subsidiary Grantors and the Additional Grantors are herein collectively called the “Grantors” and each, individually, a “Grantor”), in favor of The Bank of New York Mellon Trust Company, N.A., as collateral agent (together with its successors and assigns, the “Collateral Agent”) for the benefit of The Prudential Insurance Company of America (together with its successors and assigns, “Prudential”) and each holder of Notes (as defined in the Note Purchase Agreement referenced below; collectively, and together with and Prudential and their successors and assigns and the Collateral Agent, the “Secured Parties”).
STANLEY FURNITURE COMPANY, INC. $10,000,000 8.44% SENIOR NOTES DUE MAY 3, 2011 $25,000,000 8.23% SERIES AA SENIOR NOTES DUE MAY 3, 2017 SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated May 11, 2010Stanley Furniture • May 12th, 2010 • Stanley Furniture Co Inc. • Wood household furniture, (no upholstered) • New York
Stanley Furniture Company (the “Company”) and the Purchasers are parties to that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of January 26, 2007, as amended or modified prior to the date hereof (the “Original Agreement”), pursuant to which, among other things, the Company authorized and issued $10,000,000 in aggregate principal amount of its 8.44% Senior Notes due 2011 in the form of Exhibit A-1 (collectively, the “2001 Notes”), of which $1,428,571 remains outstanding on the date hereof and $25,000,000 in aggregate principal amount of its 8.23% Series AA Senior Notes due 2017 in the form of Exhibit A-2 (collectively, the “Series AA Notes”). The Purchasers together hold 100% of the aggregate principal amount of the 2001 Notes and the Series AA Notes.
