Exhibit 10.1(r)



 Exhibit 10.1(r) 
 FIFTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT 
 THIS FIFTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made as of the 23rd day of March, 2007, 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, as modified by (i) a First Amendment to Financing and Security Agreement dated as May 28, 2003, (ii) a Second
Amendment to Financing and Security Agreement dated as January 3, 2005, (iii) a Third Amendment to Financing and Security Agreement dated as June 29, 2005 and (iv) a Fourth Amendment to Financing and Security Agreement dated as
of December 4, 2006 (the same, as amended, modified, substituted, extended, and renewed from time to tome, collectively, 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 extend the Revolving Credit Expiration Date 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 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. 
 3. The Financing Agreement is hereby amended by deleting the defined term “Revolving Credit Expiration Date” in Section 1.1 (Certain Defined Terms) in its entirety and inserting the following in place
thereof: 
 ““Revolving Credit Expiration Date” means February 5, 2009.” 
 4. 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. 
 5. 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. 
 6. 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. 
 7. The 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/ Brenda Dupont
	 		 	By:	 	 /s/ Jonathan Wolk (SEAL)

		 		 		 	Name:	 	Jonathan Wolk
		 		 		 	Title:	 	Vice President and CFO
			
	WITNESS:	 		 	BANK OF AMERICA, N.A.
				
	 /s/ Derinda Hammond
	 		 	By:	 	 /s/ Michael J. Landini (SEAL)

		 		 		 		 	Michael J. Landini
		 		 		 		 	Senior Vice President