Exhibit 10.32
TENTH AMENDMENT TO SECOND AMENDED
AND RESTATED REVOLVING CREDIT FACILITY
THIS TENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
FACILITY dated as of November 1, 2002 (the "Tenth Amendment") is by and between
STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the
"Borrower"); and
PNC BANK, NATIONAL ASSOCIATION, a national banking association,
successor in interest to National Bank of Canada, a Canadian chartered bank (the
"Lender").
RECITALS
A. The Lender has made a certain credit facility available to the
Borrower pursuant to the terms and conditions contained in that certain Second
Amended and Restated Revolving Credit Facility dated as of February 15, 1994
among the Borrower, National Canada Finance Corp. and National Bank of Canada,
as amended by a First Amendment to Second Amended and Restated Credit Agreement
dated as of August 21, 1995, a Second Amendment to Second Amended and Restated
Credit Agreement dated as of October 14, 1996, a Third Amendment to Second
Amended and Restated Credit Agreement dated as of June 24, 1997, a Fourth
Amendment to Second Amended and Restated Revolving Credit Agreement dated as of
February 24, 1998, a Fifth Amendment to Second Amended and Restated Revolving
Credit Agreement dated as of March 10, 1999, a Sixth Amendment to Second Amended
and Restated Revolving Credit Agreement dated as of March 30, 2000, a Seventh
Amendment to Second Amended and Restated Revolving Credit Agreement dated as of
March 31, 2000, an Eighth Amendment to Second Amended and Restated Revolving
Credit Agreement dated as of December 18, 2001 and a Ninth Amendment to Second
Amended and Restated Revolving Credit Facility dated as of August 16, 2002 (as
amended, the "Loan Agreement").
B. The Loan Agreement and the other documents executed in connection
therewith were assigned from National Canada Finance Corp. to National Bank of
Canada and then from National Bank of Canada to Lender pursuant to an Asset
Purchase Agreement dated as of November 15, 2001.
C. The Borrower has requested that the Lender make certain changes to
the Loan Agreement.
D. The Lender has agreed to make these changes to the Loan Agreement as
set forth herein.
NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:
A. The Loan Agreement is amended as follows:
1. The definition of "Subsidiary" in Section 1.01 is deleted
in its entirety and replaced with the following:
" "Subsidiary" or "Subsidiaries" means, as to any Person, (a)
a corporation of which shares of stock have ordinary voting power
to elect a majority of the board of directors of such corporation
are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more
intermediaries, or both , by such Person , and (b) any
partnership, association, joint venture, limited liability company
or other entity in which such Person directly or indirectly through
Subsidiaries has more than 50% equity interest at any time;".
2. Section 8.01 (b) is amended by (i) deleting the word "and"
in front of subparagraph (D); (ii) adding the word "and" after the
semicolon at the end of paragraph (b) and (iii) adding a new
subparagraph (E) to read as follows:
"(E) the transfer of assets to Stanley Furniture of Lexington,
LLC; Stanley Furniture of Robbinsville, LLC; Stanley Furniture of
Stanleytown, LLC and Stanley Furniture of Martinsville, LLC;".
3. Section 8.01 (e) is amended by (i) deleting the word "and"
in subparagraph (v), (ii) replacing the period at the end of
subparagraph (vi) with a semicolon and the word "and" and (iii)
adding a new subsection (vii) to read as follows:
"(vii) investments in Stanley Furniture of Lexington, LLC;
Stanley Furniture of Robbinsville, LLC; Stanley Furniture of
Stanleytown, LLC or Stanley Furniture of Martinsville, LLC."
4. Section 8.01 (f) is amended by adding after the words
Exhibit F the following:
"and except for transactions with Stanley Furniture of
Lexington, LLC; Stanley Furniture of Robbinsville, LLC; Stanley
Furniture of Stanleytown, LLC or Stanley Furniture of Martinsville,
LLC,".
B. The Borrower represents and warrants that, as of the date hereof, it
is not in default of the terms of the Loan Agreement, as amended hereby, or any
of the other documents executed between the Borrower and the Lender in
connection therewith.
C. This Tenth Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original.
D. This Tenth Amendment and the Loan Agreement, as amended hereby,
shall be deemed to be contracts made under, and for all purposes shall be
construed in accordance with the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
instrument to be executed under the seal as of the day and year first above
written.
STANLEY FURNITURE COMPANY, INC.
ATTEST
By /s/ Anita W. Wimmer By /s/ Douglas I. Payne
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Title Treasurer Title Executive Vice President
Finance and Administration
(Corporate Seal)
PNC BANK, NATIONAL ASSOCIATION
By /s/ Alex W. Council
--------------------------------
Title Vice President