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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