Exhibit 10.1L



 Exhibit 10.1(l) 
  
 FIRST AMENDMENT TO FINANCING AND SECURITY AGREEMENT 
  
 THIS FIRST AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made as of the 28th day of May, 2003, by AMERICAN WOODMARK
CORPORATION, a corporation organized under the laws of the Commonwealth of Virginia (the “Borrower”), and BANK OF AMERICA, N. A., a national banking association (the “Lender”). 
  
 RECITALS 
  
 A. The Borrower and the Lender entered into a Financing and Security Agreement dated as of May 31, 2001 (the same, as
amended, modified, substituted, extended, and renewed from time to time, the “Financing Agreement”). 
  
 B. The Financing Agreement provides for some of the agreements between the Borrower and the Lender with respect to the “Loans” (as defined in
the Financing Agreement), including a revolving credit facility in an amount not to exceed $35,000,000 and a term loan facility in an amount not to exceed $10,000,000. 
  
 C. The Borrower and the Lender have agreed to modify the Fixed Charge Coverage Ratio and wish to execute this Agreement to
memorialize such change. 
  
 AGREEMENTS 
  
 NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Borrower and the Lender agree as follows: 
  
 1. The Borrower and the Lender agree that the Recitals above are a part of this Agreement. Unless otherwise expressly defined in this Agreement, terms
defined in the Financing Agreement shall have the same meaning under this Agreement. 
  
 2. The Borrower and the Lender agree that on the date hereof the aggregate outstanding principal balance under the Revolving Credit Note (subject to change for returned items and other adjustments made in the ordinary
course of business) is $ 0.00 (Zero) and under the Term Note is $10,000,000.00. 
  
 3. The Borrower represents and warrants to the Lender as follows: 
  
 (a) Borrower is a corporation duly organized, and validly existing and in good standing under the laws of the Commonwealth of Virginia and is duly
qualified to do business as a foreign corporation in good standing in every other state wherein the conduct of its business or the ownership of its property requires such qualification; 
  
 (b) Borrower has the power and authority to execute and deliver this Agreement and perform its obligations hereunder and has
taken all necessary and appropriate action to authorize the execution, delivery and performance of this Agreement; 
  
 (c) The Financing Agreement, as heretofore amended and as amended by this Agreement, and each of the other Financing Documents remains in full force and
effect, and each constitutes the valid and legally binding obligation of Borrower, enforceable in accordance with its terms; 
  
 (d) All of Borrower’s representations and warranties contained in the Financing Agreement and the other Financing Documents are true and correct on
and as of the date of Borrower’s execution of this Agreement; and 
  









 (e) No Event of Default and no event which, with notice, lapse of time or both would constitute an Event
of Default, has occurred and is continuing under the Financing Agreement or the other Financing Documents which has not been waived in writing by the Lender. 
  
 4. The Financing Agreement is hereby amended by deleting Section 5.1.14 (Fixed Charge Coverage Ratio) in its entirety and inserting the following in place
thereof: 
  
 “(a) Fixed Charge Coverage
Ratio. Commencing with the quarter ending April 30, 2003, the Borrower will maintain a Fixed Charge Coverage Ratio equal to not less than 1.75 to 1.0, tested as of the end of each fiscal quarter for the quarter then ending and the three (3)
immediately preceding quarters.” 
  
 5. The Borrower hereby
issues, ratifies and confirms the representations, warranties and covenants contained in the Financing Agreement, as amended hereby. The Borrower agrees that this Agreement is not intended to and shall not cause a novation with respect to any or all
of the Obligations. 
  
 6. The Borrower acknowledges and warrants
that the Lender has acted in good faith and has conducted in a commercially reasonable manner its relationships with the Borrower in connection with this Agreement and generally in connection with the Financing Agreement and the Obligations, the
Borrower hereby waiving and releasing any claims to the contrary. 
  
 7. The Borrower shall pay at the time this Agreement is executed and delivered all fees, commissions, costs, charges, taxes and other expenses incurred by the Lender and its counsel in connection with this Agreement, including, but not
limited to, reasonable fees and expenses of the Lender’s counsel and all recording fees, taxes and charges. 
  
 8. This Agreement may be executed in any number of duplicate originals or counterparts, each of such duplicate originals or counterparts shall be deemed
to be an original and all taken together shall constitute but one and the same instrument. The Borrower agrees that the Lender may rely on a telecopy of any signature of the Borrower. The Lender agrees that the Borrower may rely on a telecopy of
this Agreement executed by the Lender. 
  
 IN WITNESS WHEREOF, the
Borrower and the Lender have executed this Agreement under seal as of the date and year first written above. 
  

	 WITNESS OR ATTEST:
	 	 	 	 AMERICAN WOODMARK CORPORATION

					
	 	 	 	 	 	 	 	 	 
	 /s/    JAMES J.
COOPER

	 	 	 	 By:
	 	 /s/    GLENN EANES (SEAL)


	 	 	 	 	 	 	 	 	 Name: Glenn Eanes

	 	 	 	 	 	 	 	 	 Title: Vice President & Treasurer

			
	 WITNESS:
	 	 	 	 BANK OF AMERICA, N.A.

				
	
	 	 	 	 By:
	 	 /s/    MICHAEL J. LANDINI
(SEAL)


	 	 	 	 	 	 	 Name: Michael J. Landini

	 	 	 	 	 	 	 Title: Senior Vice President


  
  
  
  
  
  

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