awcontrolagree.htm


  
    EXHIBIT
10.2


      SECURITIES
ACCOUNT CONTROL AGREEMENT

      (Wells
Fargo Securities, LLC Safekeeping)

      (Trading
Permitted)

      
 

      THIS SECURITIES ACCOUNT CONTROL
AGREEMENT (this "Agreement") is entered into as of December 2, 2009, by and
among AMERICAN WOODMARK CORPORATION ("Customer"), WELLS FARGO SECURITIES, LLC
("Intermediary"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Secured
Party").

      


      RECITALS

      


      A.           Customer
maintains that certain Account no. 13146782, and may now or hereafter maintain
sub-accounts thereunder or consolidated therewith and all replacements or
substitutions therefor, including any account resulting from a renumbering or
other administrative re-identification thereof (the "Securities Account") with
Intermediary pursuant to an agreement between Intermediary and Customer dated as
of November 2, 2009, (the "Account Agreement"), and Customer has granted to
Secured Party a security interest in the Securities Account and all financial
assets and other property now or at any time hereafter held in the Securities
Account.

      


      B.           Secured
Party, Customer and Intermediary have agreed to enter into this Agreement to
perfect Secured Party's security interests in the Collateral, as defined
below.

      


      NOW, THEREFORE, in consideration of
their mutual covenants and promises, the parties agree as follows:

      


      1.           DEFINITIONS.  As
used herein:

      


       

      (a)           the
term "Collateral" shall mean: (i) the Securities Account; (ii) all financial
assets credited to the Securities Account; (iii) all security entitlements with
respect to the financial assets credited to the Securities Account; (iv) any and
all other investment property or assets maintained or recorded in the Securities
Account; and (v) whatever is receivable or received when any of the foregoing or
proceeds thereof are sold, collected, exchanged or otherwise disposed of,
whether such disposition is voluntary or involuntary, including without
limitation, cash proceeds; and

       

      


      (b)           the
terms "investment property," "entitlement order," "financial asset" and
"security entitlement" shall have the respective meanings set forth in the
Minnesota Uniform Commercial Code.  The parties hereby expressly agree
that all property, including without limitation, cash, certificates of deposit
and mutual funds, at any time held in the Securities Account is to be treated as
a "financial asset."

      


      2.           AGREEMENT
FOR CONTROL.  Intermediary is authorized by Customer and agrees to
comply with all entitlement orders originated by Secured Party with respect to
the Securities Account, and all other requests or instructions from Secured
Party regarding disposition and/or delivery of the Collateral, without further
consent or direction from Customer or any other party.

      


       3.           CUSTOMER'S
RIGHTS WITH RESPECT TO THE COLLATERAL.

      


      (a)           Until
Intermediary is notified otherwise by Secured Party:

      


      (i)
Customer, or any party authorized by Customer to act with respect to the
Securities Account, may give trading instructions to Intermediary with respect
to Collateral in the Securities Account; and

      


      (ii)
Intermediary may distribute to Customer or any other party in accordance with
Customer's directions that portion of the Collateral which consists of interest
and/or cash dividends earned on financial assets maintained in the Securities
Account.

      


      (b)           Without
Secured Party's prior written consent, except to the extent permitted by the
preceding paragraph: (i) neither Customer nor any party other than Secured Party
may withdraw any Collateral from the Securities Account; and (ii) Intermediary
will not comply with any entitlement order or request to withdraw any Collateral
from the Securities Account given by any party other than Secured
Party.

      


      (c)           Upon
receipt of either written or oral notice from Secured Party: (i) Intermediary
shall promptly cease complying with entitlement orders and other instructions
concerning the Collateral, including the Securities Account, from all parties
other than Secured Party; and (ii) Intermediary shall not make any further
distributions of any Collateral to any party other than Secured Party, nor
permit any further voluntary changes in the financial assets.

      


      4.           INTERMEDIARY'S
REPRESENTATIONS AND WARRANTIES.  Intermediary represents and warrants
to Secured Party that:

      


      (a)           The
Securities Account is maintained with Intermediary solely in Customer's
name.

      


      (b)           Intermediary
has no knowledge of any claim to, security interest in or lien upon any of the
Collateral, except: (i) the security interests in favor of Secured Party; and
(ii) Intermediary's liens securing fees and charges, or payment for open trade
commitments, as described in the last paragraph of this

      Section.

      


      (c)           Any
claim to, security interest in or lien upon any of the Collateral which
Intermediary now has or at any time hereafter acquires shall be junior and
subordinate to the security interests of Secured Party in the Collateral, except
for Intermediary's liens securing: (i) fees and charges owed by Customer with
respect to the operation of the Securities Account; and (ii) payment owed to
Intermediary for open trade commitments for purchases in and for the Securities
Account.

      


      5.           AGREEMENTS
OF INTERMEDIARY AND CUSTOMER.  Intermediary and Customer agree
that:

      


      (a)           Intermediary
shall flag its books, records and systems to reflect Secured Party's security
interests in the Collateral, and shall provide notice thereof to any party
making inquiry as to Customer's accounts with Intermediary to whom or which
Intermediary is legally required or permitted to provide
information.

      


      (b)           Intermediary
shall send copies of all statements relating to the Securities Account
simultaneously to Customer and Secured Party.

      


      (c)           Intermediary
shall promptly notify Secured Party if any other party asserts any claim to,
security interest in or lien upon any of the Collateral, and Intermediary shall
not enter into any control, custodial or other similar agreement with any other
party that would create or acknowledge the existence of any such other claim,
security interest or lien.

      


      (d)           Without
Secured Party's prior written consent, Intermediary and Customer shall not amend
or modify the Account Agreement, other than: (i) amendments to reflect ordinary
and reasonable changes in Intermediary's fees and charges for handling the
Securities Account; and (ii) operational changes initiated by Intermediary as
long as they do not alter any of Customer’s or Secured Party's rights
hereunder.

      


      (e)             Neither
Intermediary nor Customer shall terminate the Account Agreement without giving
thirty (30) days' prior written notice to Secured Party.

      


      6.            RESPONSIBILITY
OF INTERMEDIARY.  Except for permitting a withdrawal or payment in
violation of Section 3(b), Intermediary shall have no responsibility or
liability to Secured Party for making trades of financial assets held in the
Securities Account at the instruction of Customer, or its authorized
representatives, which are received by Intermediary before it receives notice
from Secured Party pursuant to Section 3(c).  Intermediary shall have
no responsibility or liability to Customer for complying with a notice pursuant
to Section 3(c) or complying with entitlement orders received from Secured
Party.  Intermediary shall comply with entitlement orders received
from Secured Party without any duty to investigate or determine their
validity.  This Agreement does not impose or create any obligation or
duty of Intermediary other than those expressly set forth herein.

      


      7.           INDEMNIFICATION.  Customer
and Secured Party agree to indemnify and hold harmless Intermediary, its
officers, directors, employees and agents, against claims, liabilities or
expenses (including reasonable attorneys’ fees) arising out of Intermediary’s
compliance with any instructions from Customer or Secured Party with respect to
the Securities Account, except if such claims, liabilities or expenses are
caused by Intermediary’s gross negligence or willful misconduct.

      


      8.            MISCELLANEOUS.

      


      (a)           This
Agreement shall not create any obligation or duty of Intermediary except as
expressly set forth herein.

      


      (b)           
As to the matters specifically the subject of this Agreement, in the event of
any conflict between this Agreement and the Account Agreement or any other
agreement between Intermediary and Customer, the terms of this Agreement shall
control.

      


      (c)           All
notices, requests and demands which any party is required or may desire to give
to any other party under any provision of this Agreement must be in writing
(unless otherwise specifically provided) and delivered to each party at the
address or facsimile number set forth below its signature, or to such other
address or facsimile number as any party may designate by written notice to all
other parties.  Each such notice, request and demand shall be deemed
given or made as follows: (i) if sent by hand delivery, upon delivery;
(ii) if sent by facsimile, upon receipt; and (iii) if sent by mail, upon
the earlier of the date of receipt or three (3) days after deposit in the U.S.
mail, first class and postage prepaid.

      


      (d)           This
Agreement shall be binding upon and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and assigns of the
parties; provided however, that Intermediary may not assign its obligations
hereunder without Secured Party's prior written consent.

      This
Agreement may be amended or modified only in writing signed by all parties
hereto.

      


      (e)           This
Agreement shall terminate upon:  (i) Intermediary's receipt of written
notice from Secured Party expressly stating that Secured Party no longer claims
any security interest in the Collateral; or (ii) termination of the Account
Agreement pursuant to the terms hereof and Intermediary's delivery of all
Collateral to Secured Party or its designee in accordance with Secured Party's
written instructions.

      


      (f)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of Minnesota.

      


      


      [SIGNATURE
PAGES FOLLOW]

      


      


      


      


      


      


      


      


      


      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.

       
 

      


      SECURED
PARTY:

      WELLS
FARGO BANK,

      NATIONAL
ASSOCIATION

      


      


      By:           ________________________(SEAL)

      Name:     
________________________

      Title:        ________________________

      Address:  Wells
Fargo Bank, National Association

                        
1001 Haxall Point, Suite 706

                        
Richmond, Virginia 23219

                        
Attention: Mr. Chad J. Harcum

                        
FAX No: 866-588-7983


      
        
          
            
              	
                      20091001-0001                                                             Securities
      Account Control Agreement-Trading Permitted-WFS
      FR-1088                                                                                                                                                                                     

                       

                    	 
      	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
            

            


            SE

          

        

      

      SECURITIES
ACCOUNT CONTROL AGREEMENT

      (Wells
Fargo Securities, LLC Safekeeping)

      (Trading
Permitted)


      


      


      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.

      


      


      


      INTERMEDIARY:

      WELLS
FARGO SECURITIES, LLC

      


      


      By:           ________________________(SEAL)

      Name:                                                                   Sean
O’Farrell

      Title:           AVP

      Address:  Wells
Fargo Securities, LLC

                        
608 2nd
Avenue South N9303-054

                        
Minneapolis, Mn.  55479

                        
Attn: Sean O’Farrell

                        
FAX No: 612-667-6321


      
        
          
            
              	
                      20091001-0001                                                             Securities
      Account Control Agreement-Trading Permitted-WFS
      FR-1088                                                                                                                                                                                     

                       

                    	 
      	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

      SECURITIES
ACCOUNT CONTROL AGREEMENT

      (Wells
Fargo Securities, LLC Safekeeping)

      (Trading
Permitted)


      


      


      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.

      


      


      


      CUSTOMER:

      AMERICAN
WOODMARK CORPORATION,

      a
Virginia corporation

      


      By:            
________________________(SEAL)

      Name:      
  Jonathan H. Wolk,

      Title:           Vice
President Finance and CFO

      Address:   
American Woodmark Corporation

                          
3102 Shawnee Drive

                          
Winchester, Virginia 22601

                           Attention:
Mr. Jonathan H. Wolk

                          
FAX No: 

      


      


      


      


      Please
send the original agreement to the Pledge Desk at MAC #N9303-054.

      


      


      


      


      


      7082260_2.DOC

      


      


      


      Wells
Fargo Securities is the trade name for certain capital markets and investment
banking services of Wells Fargo & Company and its subsidiaries, including
Wells Fargo Securities, LLC and Wells Fargo Institutional Securities, LLC,
members of FINRA and SIPC, and Wachovia Bank, National
Association.  Wells Fargo Securities, LLC carries and provides
clearing services for Wells Fargo Institutional Securities, LLC customer
accounts.

      



      
        
          
            
              	
                      20091001-0001                                                             Securities
      Account Control Agreement-Trading Permitted-WFS
      FR-1088