EXHIBIT
10.2
This
FIFTH AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is made as of October 12, 2007, and
effective as of September 28, 2007, 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, and that certain Fourth
Amendment to Credit Agreement effective as of July 13, 2007,
the “Credit Agreement”).
The
Borrower has 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.
The Credit
Agreement is hereby amended as follows:
(a) The
definition of "Consolidated Net Earnings" in Section 5.1
of the Credit Agreement is hereby replaced in its entirety
with the following:
"Consolidated
Net Earnings" shall mean, for any applicable period, for the
Borrower and its Subsidiaries on a Consolidated basis, the
excess of (a) gross revenues (including all cash proceeds
received in connection with the Continued Dumping and Subsidy
Offset Act of 2000 for the applicable period) over (b) all
expenses and charges of a proper character (including current
and deferred taxes on income and current additions to
reserves) each for the applicable period, but not including in
gross revenues: (i) any gains (net of expenses and
taxes applicable thereto) in excess of losses resulting from
the sales, conversions or other dispositions of capital assets
outside the ordinary course of business, (ii) any
gains resulting from the write-up of assets, (iii)
any earnings or deferred credit (or amortization of a deferred
credit) of any Person acquired by the Borrower or any
Subsidiary through purchase, merger or consolidation or
otherwise for any year prior to the year of acquisition not
included in gross revenues under GAAP, or (iv) any
deferred credit representing the excess of equity
in any Subsidiary of the Borrower at the date of acquisition
over the cost of the investment in such Subsidiary,
(v) proceeds of life insurance policies
on any Responsi
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