awcsecurityaddendum.htm


  
    EXHIBIT
10.6


      ADDENDUM
TO SECURITY AGREEMENT: SECURITIES ACCOUNT

      


      


      THIS ADDENDUM is attached to and made a
part of that certain Security Agreement: Securities Account executed by AMERICAN
WOODMARK CORPORATION, a Virginia corporation ("Debtor") in favor of WELLS FARGO
BANK, NATIONAL ASSOCIATION ("Bank"), dated as of December 2, 2009 (the
"Agreement").

      


      The following provisions are hereby
incorporated into the Agreement:

      


      1.           Securities Account
Activity.  So long as no Event of Default exists, Debtor, or
any party authorized by Debtor to act with respect to the Securities Account,
may (a) receive payments of interest and/or cash dividends earned on financial
assets maintained in the Securities Account, and (b) trade financial assets
maintained in the Securities Account.  Without Bank's prior written
consent, except as permitted by the preceding sentence, neither Debtor nor any
party other than Bank may withdraw or receive any distribution of any Collateral
from the Securities Account.  The sum of the Collateral Value of the
Securities Account, plus one hundred
percent of the principal balance of any deposit account of Debtor (each, a
“Deposit Account”) maintained with Bank in which Bank has a security interest of
first priority to secure the Indebtedness of Debtor to Bank secured hereby and
that has been identified by its account number in a security agreement executed
by Debtor and delivered to Bank (the “Aggregate Collateral Value”), shall at all
times be equal to or greater than one hundred percent (100%) of the outstanding
principal balance of the Indebtedness secured hereby, which Indebtedness shall
specifically include, without limitation, (i) the face amount of all issued and
outstanding letters of credit, if any, and (ii) any Transactional Risk Exposure
(as such term is hereinafter defined) (the “Required Minimum
Value”).  In the event that the Aggregate Collateral Value, for any
reason and at any time, is less than the Required Minimum Value, Debtor shall
promptly make a principal reduction on the Indebtedness secured hereby, deposit
additional assets of a nature satisfactory to Bank into the Securities Accounts
or deposit additional funds into a Deposit Account, in any case in amounts or
with values sufficient to satisfy the Required Minimum Value and achieve the
required Aggregate Collateral Value.  As used herein, the term
“Transactional Risk Exposure” shall mean, with respect to Debtor’s non-loan
exposure related to treasury services products provided by Bank (specifically
including, without limitation, controlled disbursement accounts and automated
clearinghouse transactions),  the amount of such exposure as may have
been reported in writing to Debtor by Bank from time to
time.  Notwithstanding the form or content of such written reports,
Debtor hereby acknowledges and agrees that all of such non-loan exposure shall
constitute part of the Indebtedness and that the amount of such non-loan
exposure may fluctuate from time to time.

      


      2.           "Collateral Value"
means the percentage set forth below of the lower of the face or market value,
or the lower of the face or redemption value, as appropriate, for each type of
investment property held in the Securities Account at the time of computation,
with such value and the classification of any particular investment property in
all instances determined by Bank in its sole discretion, and excluding from such
computation (a) all WF Securities and Collective Investment Funds, (b) any stock
with a market value of $10.00 or less (provided, however that this clause (b)
shall not apply to a Wells Fargo Demand Deposit Account, a Wells Fargo Money
Market Account, a Listed Money Market Fund (AAA or Aaa Rated) or Liquid
T-Bills), and (c) any investment property which does not have same-day or
next-day liquidity (provided, however that this clause (b) shall not apply to a
Wells Fargo Demand Deposit Account, a Wells Fargo Money Market Account, a Listed
Money Market Fund (AAA  or Aaa Rated) or Liquid T-Bills).

      


       Type of Investment
PropertyPercentage

      


      Cash and Cash Equivalents:

      Wells Fargo Demand Deposit
Account                                                                                                        100%

      Wells Fargo Money Market
Account                                                                                                          
100%

      


      Money Market Funds:

      Listed Money Market Fund (AAA or Aaa
Rated)                                                                                        95%

       

      US Government, Treasuries:

      Liquid
T-Bills                                                                                                                                                       90%

      


      Upon the request of Borrower and upon
terms acceptable to Bank, Bank may be willing to consider one or more amendments
to this Agreement in order to add other types of investment property to the
foregoing list.

      


      3.           Exclusion from
Collateral.  Notwithstanding anything herein to the contrary,
the terms "Collateral" and "Proceeds" do not include, and Bank disclaims a
security interest in all WF Securities and Collective Investment Funds now or
hereafter maintained in the Securities Account.

      


      4.           "Collective Investment
Funds" means collective investment funds as described in 12 CFR 9.18 and
includes, without limitation, common trust funds maintained by Bank for the
exclusive use of its fiduciary clients.

      


      5.           "WF Securities" means
stock, securities or obligations of Wells Fargo & Company or of any
affiliate thereof (as the term affiliate is defined in Section 23A of the
Federal Reserve Act (12 USC 371(c), as amended from time to
time).

      


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                      C-425A.DOC
      (Rev. 01/09)

                        [CmBG;
      Trading Permitted]

                    	
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      IN WITNESS WHEREOF, this Addendum has
been executed as of the same date as the Agreement.

      


      AMERICAN
WOODMARK CORPORATION,

      a
Virginia corporation

      


      


      By:         ________________________(SEAL)

      Jonathan H. Wolk,

      Vice President Finance and
CFO

      


      


      


      WELLS
FARGO BANK, NATIONAL ASSOCIATION

      


      


      By:           ________________________(SEAL)

      Name:      ________________________

      Title:        ________________________

      


      


      6963498_6.DOC


      
        
          
            
              	
                      C-425A.DOC
      (Rev. 01/09)

                        [CmBG;
      Trading Permitted]

                    	
                      --