**Exhibit 10.2**

**EXECUTION VERSION**

**AMENDMENT NO. 1 TO THECREDIT AGREEMENT**

**Dated as of February 7, 2007**

**AMENDMENTNO. 1 TO THE CREDIT AGREEMENT** (this “Amendment”) among WII COMPONENTS, INC., a Delawarecorporation (the “Borrower”), the Lenders party thereto and CREDITSUISSE, acting through one or more of its branches, or any Affiliate thereof(collectively, “Credit Suisse”), as Administrative Agent, Swing LineLender, an L/C Issuer and Collateral Agent.

**PRELIMINARYSTATEMENTS:**

(1)           WII Merger Corporation and Credit Suisse entered into a CreditAgreement dated as of January 9, 2007 (as amended, supplemented or otherwisemodified through the date hereof, the “Credit Agreement”).  Capitalized terms not otherwise defined inthis Amendment have the same meanings as specified in the Credit Agreement.

(2)           Pursuant to the Merger and the Assumption Agreement, the Borrowerassumed all of the obligations of WII Merger Corporation under the LoanDocuments.

(3)           The Borrower has requested that the Required Lenders agree to amendcertain provisions of the Credit Agreement as described herein.

(3)           The Required Lenders have agreed, subject to the terms and conditionsstated below, to amend the Credit Agreement as hereinafter set forth.

# SECTION 1.           Amendments to CreditAgreement.  The Credit Agreement is, effective as of the date hereof andsubject to the satisfaction of the conditions precedent set forth inSection 2, hereby amended as follows:

### (a)           Clause (i) of the definition of “Applicable Margin” is hereby amendedand restated in its entirety to read as follows:

“(i) the Borrower has not obtained Corporate Ratings from Moody’s andS&P within 30 days after written request by the Administrative Agent or”

### (b)           Section 6.18 is hereby amended in its entirety to read as follows:

## “CorporateRatings and Debt Ratings.  Usecommercially reasonable efforts to obtain within 30 days after written requestby the Administrative Agent and thereafter use commercially reasonable effortsto maintain in effect at all times Corporate Ratings and Debt Ratings from eachof S&P and Moody’s.”

### (c)           Section 6.19 is hereby amended in its entirety to read as follows:

## “InterestRate Hedging.  Prior to the 120th day after the Closing Date, enter into, andthereafter maintain at all times, Secured Hedge Agreements on termssatisfactory to the Administrative Agent, covering a notional amount of notless than the amount, if any, by which (a) 50% of sum of all outstandingprincipal amounts under the First Lien Term

----

## Loans, anyterm loans under the Second Lien Agreement, and the Existing Notes (and in eachcase, without duplication, any refinancing, refunding, or other replacementthereof) exceeds (b) the sum of all outstanding principal amounts under theFirst Lien Term Loans, any term loans under the Second Lien Agreement, and theExisting Notes (and in each case, without duplication, any refinancing,refunding, or other replacement thereof) that bear interest at a fixed rate.”

# SECTION 2.           Conditions ofEffectiveness.  This Amendment shallbecome effective as of the date first above written when, and only when,

### (a)           the Administrative Agent shall have received counterparts of thisAmendment executed by each Loan Party and the Required Lenders,

### (b)           the Administrative Agent shall have received a certificate signed by aduly authorized officer of the Borrower stating that: (x) the representationsand warranties contained in Article V of the Credit Agreement are true andcorrect in all material respects on and as of the date of such certificate asthough made on and as of such date other than any such representations orwarranties that, by their terms, refer to a date other than the date of suchcertificate; and (y) no event has occurred and is continuing that constitutes aDefault, and

### (c)           all fees and expenses of the Administrative Agent and the Lenders(including all reasonable fees and expenses of counsel to the AdministrativeAgent), to the extent invoiced prior to the date hereof, shall have been paid.

# SECTION 3.           Confirmation of Representations andWarranties.  Each of the Loan Partieshereby represents and warrants, on and as of the date hereof, that therepresentations and warranties contained in the Loan Documents are true andcorrect in all material respects on and as of the date hereof, before and aftergiving effect to this Amendment, as though made on and as of the date hereof,other than any such representations or warranties that, by their terms, referto a specific date.

# SECTION 4.           Affirmation of Guarantors.  EachGuarantor herebyconsents to the amendments to the Credit Agreement effected hereby, and herebyconfirms and agrees that, notwithstanding the effectiveness of this Amendment,the obligations of such Guarantor contained in the Holdings Guaranty or theSubsidiary Guaranty (as the case may be), or in any other Loan Document towhich it is a party are, and shall remain, in full force and effect and arehereby ratified and confirmed in all respects, except as set forth in Section5(a) below.

# SECTION 5.           Reference to and Effect on the LoanDocuments.  (a)  On and after the effectiveness of thisAmendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,“hereof” or words of like import referring to the Credit Agreement, and eachreference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”,“thereof” or words of like import referring to the Credit Agreement, shall meanand be a reference to the Credit Agreement, as amended by this Amendment.

### (b)               TheCredit Agreement and each of the other Loan Documents, as specifically amendedby this Amendment, are and shall continue to be in full force and effect andare hereby in all respects ratified and confirmed.

### (c)               Theexecution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy ofany Lender or the Administrative Agent under the Credit Agreement, norconstitute a waiver of any provision of the

2

----

### Credit Agreement or any other Loan Document.

# SECTION 6.           Costs, Expenses.  The Borrower agrees to pay on demand allcosts and expenses of the Administrative Agent (including, without limitation,the reasonable fees and expenses of counsel for the Administrative Agent) inconnection with the preparation, execution, delivery and administration, modificationand amendment of this Amendment and the other instruments and documents to bedelivered hereunder, in accordance with the terms of Section 10.04 of theCredit Agreement.

# SECTION 7.           Execution in Counterparts.  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed shall be deemed to be an original and all of whichtaken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of asignature page to this Amendment by facsimile shall be effective as delivery ofa manually executed counterpart of this Amendment.

# SECTION 8.           Governing Law.  This Amendment shall be governed by, andconstrued in accordance with, the laws of the State of New York.

[The remainder of this page intentionally left blank.]

3

----

IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be executed by their respectiveofficers thereunto duly authorized, as of the date first above written.
|        | WII COMPONENTS, INC., as Borrower |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By                                |   |   |
|   |                              | Name: |
|   |                              | Title: |

 

----

 
|        | WII HOLDING, INC.,           |
|--------|------------------------------|
|   | as Guarantor                 |
|   |                         |
|   |                         |
|   | By                           |   |   |
|   |                         | Name: |
|   |                         | Title: |
|   |                         |   |
|   |                         |
|   | WOODCRAFT INDUSTRIES, INC.,  |
|   | as Guarantor                 |
|   |                         |
|   |                         |   |
|   | By                           |   |   |
|   |                         | Name: |
|   |                         | Title: |
|   |                         |   |
|   |                         |   |
|   | BRENTWOOD ACQUISITION CORP., |
|   | as Guarantor                 |
|   |                         |
|   |                         |   |
|   | By                           |   |   |
|   |                         | Name: |
|   |                         | Title: |
|   |                         |   |
|   |                         |   |
|   | PRIMEWOOD, INC.,             |
|   | as Guarantor                 |
|   |                         |
|   |                         |
|   | By                           |   |   |
|   |                         | Name: |
|   |                         | Title: |

 

----

 
|        | CREDIT SUISSE,                               |
|--------|----------------------------------------------|
|   | Cayman Islands Branch,                       |
|   | as Administrative Agent and Collateral Agent |
|   |                                         |   |
|   |                                         |   |
|   | By                                           |   |   |
|   |                                         | Name: |
|   |                                         | Title: |
|   |                                         |   |
|   |                                         |   |
|   | By                                           |   |   |
|   |                                         | Name: |
|   |                                         | Title: |

 

----

 
|        | CREDIT SUISSE,         |
|--------|------------------------|
|   | Cayman Islands Branch, |
|   | as Lender              |
|   |                   |
|   |                   |   |
|   | By                     |   |   |
|   |                   | Name: |
|   |                   | Title: |
|   |                   |   |
|   |                   |   |
|   | By                     |   |   |
|   |                   | Name: |
|   |                   | Title: |

 

----