awccreditagree.htm


  
    
EXHIBIT
10.1


      


      

         

         

        CREDIT
AGREEMENT

         

        THIS
CREDIT AGREEMENT (this "Agreement") is entered into as of December 2, 2009 by
and between AMERICAN WOODMARK CORPORATION, a Virginia corporation ("Borrower"),
and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

         

        RECITALS

         

        Borrower
has requested that Bank extend credit to Borrower as described below, and Bank
has agreed to provide such credit to Borrower on the terms and conditions
contained herein.

         

        NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Bank and Borrower hereby agree as follows:

         

        ARTICLE
I

         

        CREDIT
TERMS

         

        SECTION
1.1.  LINE OF CREDIT.

         

        (a)  Line of
Credit.  Subject to the terms and conditions of this Agreement,
Bank hereby agrees to make advances to Borrower from time to time, not to exceed
at any time the aggregate principal amount of THIRTY-FIVE MILLION AND NO/100
DOLLARS ($35,000,000.00) ("Line of Credit"), the proceeds of which shall be used
to repay existing indebtedness of Borrower, to issue new and replacement letters
of credit for the account of Borrower and for working capital and general
business purposes.  Borrower's obligation to repay advances under the
Line of Credit shall be evidenced by a Revolving Line of Credit Note dated of
even date herewith (as the same may have been modified or amended from time to
time, "Line of Credit Note"), all terms of which are incorporated herein by this
reference. Advances and availability under the Line of Credit shall be subject
to certain limitations more particularly set forth in the Security Agreement
(hereinafter defined).

         

        (b)  Letter of Credit
Subfeature.  As a subfeature under the Line of Credit, Bank
agrees from time to time during the term thereof to issue or cause an affiliate
to issue one or more letters of credit for the account of Borrower (each, a
"Letter of Credit" and collectively, "Letters of Credit") and to extend or amend
outstanding Letters of Credit.  The terms, form and substance of each
Letter of Credit and each such extension or amendment shall be subject to
approval by Bank, in its sole discretion.  No Letter of Credit shall
have an expiration date subsequent to the maturity date of the Line of
Credit.  The undrawn amount of all Letters of Credit shall be reserved
under the Line of Credit and shall not be available for borrowings
thereunder.  Each Letter of Credit shall be subject to the additional
terms and conditions of the Letter of Credit agreements, applications and any
related documents required by Bank in connection with the issuance
thereof.  Each drawing paid under a Letter of Credit shall be deemed
an advance under the Line of Credit and shall be repaid by Borrower in
accordance with the terms and conditions of this Agreement applicable to such
advances; provided however, that if advances under the Line of Credit are not
available, for any reason, at the time any drawing is paid, then Borrower shall
immediately pay to Bank the full amount drawn, together with interest thereon
from the date such drawing is paid to the date such amount is fully repaid by
Borrower, at the rate of interest applicable to advances under the Line of
Credit. In such event Borrower agrees that Bank, in its sole discretion, may
debit any account maintained by Borrower with Bank for the amount of any such
drawing.

         

        
        

        (c)  Borrowing and
Repayment.  Borrower may from time to time during the term of
the Line of Credit borrow, partially or wholly repay its outstanding borrowings,
and reborrow, subject to all of the limitations, terms and conditions contained
herein or in the Line of Credit Note; provided however, that the total
outstanding borrowings under the Line of Credit shall not at any time exceed the
maximum principal amount available thereunder, as set forth above.

         

        SECTION
1.2.  INTEREST/FEES.

         

        (a)  Interest.  The
outstanding principal balance of the Line of Credit and the amount of each
drawing under any Letter of Credit shall bear interest at a rate more
particularly set forth in the Line of Credit Note.

         

        (b)  Computation and
Payment.  Interest shall be computed on the basis of a 360-day
year, actual days elapsed. Interest shall be payable at the times and place set
forth in the Line of Credit Note.

         

        (c)  Unused Commitment
Fee.  Borrower shall pay to Bank a fee equal to one-quarter
percent (0.25%) per annum (computed on the basis of a 360-day year, actual days
elapsed) on the average daily unused amount of the Line of Credit (which unused
amount shall specifically exclude the aggregate face amount of all Letters of
Credit so that the fee shall not be paid for such aggregate face amount), which
fee shall be calculated on a quarterly basis by Bank and shall be due and
payable by Borrower in arrears.

         

        (d)  Letter of Credit
Fees.  Borrower shall pay to Bank fees upon the issuance of
each Letter of Credit, upon the payment or negotiation of each drawing under any
Letter of Credit and upon the occurrence of any other activity with respect to
any Letter of Credit (including without limitation, the transfer, amendment or
cancellation of any Letter of Credit) determined in accordance with Bank's
standard fees and charges then in effect for such activity.

         

        SECTION
1.3.  COLLATERAL.

         

        As
security for all indebtedness and other obligations of Borrower to Bank subject
to this Agreement, Borrower hereby grants to Bank a security interest in all
Borrower's Collateral as defined in and as more particularly described in (a)
that certain Security Agreement: Securities Account dated of even date herewith,
as the same may have been modified or amended from time to time and (b) that
certain Security Agreement: Specific Rights to Payment dated of even date
herewith, as the same may have been modified or amended from time to time
(collectively, "Security Agreement").  Borrower shall pay to Bank
immediately upon demand the full amount of all charges, costs and expenses (to
include fees paid to third parties but not allocated costs of Bank personnel),
expended or incurred by Bank in connection with any of the foregoing security,
including without limitation, financing statement filing fees.

         

        ARTICLE
II

         

        REPRESENTATIONS AND
WARRANTIES

         

        Borrower
makes the following representations and warranties to Bank, which
representations and warranties shall survive the execution of this Agreement and
shall continue in full force and effect until the full and final payment, and
satisfaction and discharge, of all obligations of Borrower to Bank subject to
this Agreement.

         

        SECTION
2.1.  LEGAL STATUS.  Borrower is a corporation, duly
organized and existing and in good standing under the laws of the Commonwealth
of Virginia, and is qualified or licensed to do business (and is in good
standing as a foreign corporation, if applicable) in all jurisdictions in which
such qualification or licensing is required or in which the failure to so
qualify or to be so licensed could reasonably be expected to have a material
adverse effect on the financial condition or operation of Borrower.

         

        SECTION
2.2.  AUTHORIZATION AND VALIDITY.  This Agreement and each
promissory note, contract, instrument and other document executed by Borrower
and required hereby or at any time hereafter delivered to Bank in connection
herewith (collectively, the "Loan Documents") have been duly authorized by
Borrower and upon their execution and delivery in accordance with the provisions
hereof will constitute legal, valid and binding agreements and obligations of
Borrower enforceable against Borrower in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

         

        SECTION
2.3.  NO VIOLATION.  The execution, delivery and performance
by Borrower of each of the Loan Documents do not (a) violate in any material
respect any provision of any law or regulation, (b) contravene any provision of
the Articles of Incorporation or By-Laws of Borrower, or (c) result in any
breach or default (of which the Borrower’s chief executive officer, chief
financial officer or treasurer has knowledge) under any material contract,
obligation, indenture or other material instrument to which Borrower is a party
or by which Borrower may be bound.

         

        SECTION
2.4.  LITIGATION.  There are no pending, or to the best of
Borrower's knowledge threatened, actions, claims, investigations, suits or
proceedings by or before any governmental authority, arbitrator, court or
administrative agency which could reasonably be expected to have a material
adverse effect on the financial condition or operation of Borrower other than
those disclosed by Borrower to Bank in writing on Schedule 2.4 attached
hereto.

         

        SECTION
2.5.  FINANCIAL STATEMENTS.  The annual financial statements
of Borrower dated April 30, 2009, true copies of which have been delivered by
Borrower to Bank prior to the date hereof, were prepared in accordance with
generally accepted accounting principles consistently applied throughout the
period covered thereby, except as otherwise stated therein, and fairly present
in all material respects the financial condition of Borrower and its
consolidated subsidiaries as of the date thereof and their results of operations
for the period covered thereby in accordance with generally accepted accounting
principles consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein.  The interim financial statements
of Borrower dated July 31, 2009, true copies of which have been delivered by
Borrower to Bank prior to the date hereof, were prepared in accordance with
generally accepted accounting principles consistently applied throughout the
period covered thereby, except as otherwise stated therein, and fairly present
in all material respects the financial condition of Borrower and its
consolidated subsidiaries as of the date thereof and their results of operations
for the period covered thereby, subject in each case to the absence of footnotes
and to normal year-end audit adjustments.  From July 31, 2009 through
the date hereof, there has been no material adverse change in the financial
condition of Borrower, nor has Borrower mortgaged, pledged, granted a security
interest in or otherwise encumbered any of its assets or properties except in
favor of Bank or as otherwise permitted by the Loan Documents.

         

        SECTION
2.6.  INCOME TAX RETURNS.  Borrower has no knowledge of any
pending assessments or adjustments of its income tax payable with respect to any
prior tax year which could reasonably be expected to have a material adverse
effect on the financial condition or operation of Borrower, except (a) such as
Borrower may in good faith contest or as to which a bona fide dispute may arise,
and (b) for which Borrower has made provision, in accordance with generally
accepted accounting principles, for eventual payment thereof in the event
Borrower is obligated to make such payment.

        


        SECTION
2.7.  NO SUBORDINATION.  There is no agreement, indenture,
contract or instrument to which Borrower is a party or by which Borrower may be
bound that requires the subordination in right of payment of any of Borrower's
obligations subject to this Agreement to any other obligation of
Borrower.

         

        SECTION
2.8.  PERMITS, FRANCHISES.  Borrower possesses, and will
hereafter possess, all permits, consents, approvals, franchises and licenses
required and rights to all trademarks, trade names, patents, and fictitious
names, if any, necessary to enable it to conduct the business in which it is now
engaged in compliance in all material respects with applicable law.

         

        SECTION
2.9.  ERISA.  Borrower is in compliance in all material
respects with all applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended or recodified from time to time ("ERISA");
Borrower is not in violation in any material respect of any provision of any
defined-benefit employee pension benefit plan (as defined in ERISA) maintained
or contributed to by Borrower (each, a "Plan"); no Reportable Event (as defined
in ERISA) for which the thirty (30) day notice period has not been waived has
occurred and is continuing with respect to any Plan maintained by Borrower;
Borrower has met its minimum funding requirements under ERISA with respect to
each Plan; and Borrower does not know of any facts or circumstances which could
reasonably be expected to cause any Plan to be unable to fulfill its material
benefit obligations as they come due in accordance with the Plan documents and
under generally accepted accounting principles.

         

        SECTION
2.10.  OTHER OBLIGATIONS.  Borrower is not in default on any
obligation for borrowed money, any purchase money obligation or any other lease,
commitment, contract, instrument or obligation which could reasonably be
expected to have a material adverse effect on the financial condition or
operation of Borrower.

         

        SECTION
2.11.  ENVIRONMENTAL MATTERS.  Except as disclosed by
Borrower to Bank in writing on Schedule 2.11
attached hereto, as of the date hereof, Borrower is in compliance in all
material respects with all applicable federal or state environmental, hazardous
waste, health and safety statutes, and any rules or regulations adopted pursuant
thereto, which govern or affect any of Borrower's operations and/or properties,
including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act
of 1976, and the Federal Toxic Substances Control Act, as any of the same may be
amended, modified or supplemented from time to time.  To the best of
Borrower’s knowledge, none of the operations of Borrower is the subject of any
federal or state investigation evaluating whether any remedial action involving
a material expenditure is needed to respond to a release of any toxic or
hazardous waste or substance into the environment. Borrower has no material
contingent liability in connection with any release of any toxic or hazardous
waste or substance into the environment.

         

        ARTICLE
III

         

        CONDITIONS

         

        SECTION
3.1.  CONDITIONS OF INITIAL EXTENSION OF CREDIT.  The
obligation of Bank to make the initial extension of credit contemplated by this
Agreement is subject to the fulfillment to Bank's satisfaction of all of the
following conditions:

         

        (a)  Approval of Bank
Counsel.  All legal matters incidental to the extension of
credit by Bank shall be satisfactory to Bank's counsel.

         

        (b)  Documentation.  Bank
shall have received, in form and substance satisfactory to Bank, each of the
following, duly executed:

         

        (i)  This
Agreement and each promissory note or other instrument or document required
hereby, including, without limitation, the Line of Credit Note and the Security
Agreement;

         

        (ii)  A
Certificate of Incumbency;

         

        (iii)  Corporate
borrowing resolutions; and

         

        (iv)  Such
other documents as Bank may require under any other Section of this
Agreement.

         

        (c)  Financial
Condition.  There shall have been no material adverse change,
as reasonably determined by Bank, since July 31, 2009 in the financial condition
or business of Borrower, nor any material decline, as reasonably determined by
Bank, since July 31, 2009 in the market value of any collateral required
hereunder or a substantial or material portion of the assets of
Borrower.

         

        (d)  Insurance.  Borrower
shall have delivered to Bank evidence of insurance coverage on all Borrower's
property, in such amounts and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in
localities where Borrower operates and issued by financially sound and reputable
insurance companies.

         

        (e)  Additional Due
Diligence.  Bank shall have received any and all additional due
diligence information, as reasonably requested by Bank or its counsel, and all
such information shall have been deemed satisfactory in form and detail to Bank
or its counsel in its sole discretion.

         

        SECTION
3.2.  CONDITIONS OF EACH EXTENSION OF CREDIT.  The
obligation of Bank to make each extension of credit requested by Borrower
hereunder shall be subject to the fulfillment to Bank's satisfaction of each of
the following conditions:

         

        (a)  Representations and
Warranties.  The representations and warranties of Borrower
contained herein and in each of the other Loan Documents shall be true on and as
of the date hereof and on the date of such extension of credit, with the same
effect as though such representations and warranties had been made on and as of
such date, except to the extent that such representations and warranties
specifically relate to an earlier date, in which case they shall be true on and
as of such earlier date.

         

        (b)  Events of
Default.  No Event of Default (hereinafter defined), and no
condition, event or act which with the giving of notice or the passage of time
or both would constitute an Event of Default, shall have occurred and be
continuing as of the date hereof or on the date of such extension of
credit.

         

        (c)  Security Agreement
Limitations.  All limitations on advances and availability
under the Line of Credit more particularly set forth in the Security Agreement
shall be satisfied as of the date hereof and on the date of such extension of
credit.

         

        (d)           Documentation.  Bank
shall have received all additional documents which may be requested under
Section 4.3 hereof.

         

        ARTICLE
IV

         

        AFFIRMATIVE
COVENANTS

         

        Borrower
covenants that so long as Bank remains committed to extend credit to Borrower
pursuant hereto, or any liabilities (whether direct or contingent, liquidated or
unliquidated) of Borrower to Bank under any of the Loan Documents remain
outstanding, and until payment in full of all obligations of Borrower subject
hereto, Borrower shall, unless Bank otherwise consents in writing:

         

        SECTION
4.1.  PUNCTUAL PAYMENTS.  Punctually pay all principal,
interest, fees or other liabilities due under any of the Loan Documents at the
times and place and in the manner specified therein, and immediately upon demand
by Bank, the amount by which the outstanding principal balance of any credit
subject hereto at any time exceeds any limitation on borrowings applicable
thereto.

         

        SECTION
4.2.  ACCOUNTING RECORDS.  Maintain adequate books and
records in accordance with generally accepted accounting principles consistently
applied, and permit any representative of Bank, at any reasonable time during
normal business hours and upon reasonable advance notice to Borrower, at the
expense of Bank, to inspect, audit and examine such books and records, to make
copies of the same, and to inspect the properties of Borrower; provided however,
that, if an Event of Default shall have occurred and be continuing, any such
inspection, audit or examination shall be at the expense of
Borrower.

         

        SECTION
4.3.  FINANCIAL STATEMENTS AND OTHER REPORTS.  Provide to
Bank all of the following, in form and detail satisfactory to Bank:

         

        (a)  not
later than 120 days after the end of each fiscal year of Borrower, a
consolidated balance sheet of Borrower and its consolidated subsidiaries as of
the end of such fiscal year and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal year, all
audited by a registered independent public accounting firm of nationally
recognized standing;

         

        (b)  not
later than 45 days after the end of each of the first three fiscal quarters of
each fiscal year of Borrower, a consolidated balance sheet of Borrower and its
consolidated subsidiaries as of the end of such fiscal quarter and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal quarter and for the portion of such fiscal year then
ended, all certified by the chief executive officer, chief financial officer,
treasurer, or corporate controller of Borrower as fairly presenting in all
material respects the financial condition, results of operations and cash flows
of Borrower and its consolidated subsidiaries in accordance with generally
accepted accounting principles, subject only to normal year-end audit
adjustments and the absence of footnotes;

         

        (c)  contemporaneously
with the reports described in the preceding Section 4.3(b), a report of
litigation pending, or to the best of Borrower's knowledge threatened, against
Borrower, provided such reports (i) have been certified as to their accuracy by
the chief executive officer, chief financial officer, treasurer, or corporate
controller of Borrower, and (ii) disclose, at a minimum, all claims in excess of
$500,000 or $1,500,000 in the aggregate;

         

        (d)           either
(i) such written and/or oral authorizations as may be necessary in order to
permit the Bank to obtain duplicate copies of brokerage statements and
statements of balances for the brokerage and deposit accounts secured by the
Security Agreement, or (ii) not later than 15 days after and as of the end of
each month, a brokerage statement and statement of balances for the brokerage
and deposit accounts secured by the Security Agreement;

        


        (e)  contemporaneously
with each annual and quarterly financial statement required hereby, a
certificate of the chief executive officer, chief financial officer, treasurer,
or corporate controller of Borrower that there exists no Event of Default nor
any condition, act or event which with the giving of notice or the passage of
time or both would constitute an Event of Default; and

         

        (f)  from
time to time such other information regarding the financial condition or
operation of Borrower or compliance with the Loan Documents as Bank may
reasonably request.

         

        All
financial statements required to be delivered pursuant to Section 4.3(a) or (b)
may be delivered electronically and, if so delivered, shall be deemed to have
been delivered on the date (i) on which Borrower posts such documents, or
provides a link to such documents, on Borrower's website on the Internet at
www.americanwoodmark.com
or (ii) on which such documents are posted on Borrower's behalf on an internet
or intranet website, if any, to which Bank has access (whether a commercial or
third party website or whether sponsored by Bank); provided that (A) Borrower
shall deliver paper copies of such documents to Bank if Bank so requests and (B)
Borrower shall notify Bank (by telecopier or electronic mail) of the posting of
such documents.

         

        SECTION
4.4.  COMPLIANCE.  Preserve and maintain all licenses,
permits, governmental approvals, rights, privileges and franchises necessary for
the conduct of its business, except to the extent that the failure to do so
could not reasonably be expected to have a material adverse effect on the
financial condition or operation of Borrower; and comply with the provisions of
all documents pursuant to which Borrower is organized and/or which govern
Borrower's continued existence and with the requirements of all laws, rules,
regulations and orders of any governmental authority applicable to Borrower
and/or its business, except to the extent that the failure to do so could not
reasonably be expected to have a material adverse effect on the financial
condition or operation of Borrower.

         

        SECTION
4.5.  INSURANCE.  Maintain and keep in force, for each
business in which Borrower is engaged, insurance in such amounts and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where Borrower operates, including
but not limited to fire, extended coverage, public liability, flood, property
damage and workers' compensation, issued by financially sound and reputable
insurance companies and deliver to Bank from time to time at Bank's request
schedules setting forth all insurance then in effect.

         

        SECTION
4.6.  FACILITIES.  Keep all properties useful or necessary
to Borrower's business in good repair and condition, ordinary wear and tear
excepted, and from time to time make necessary repairs, renewals and
replacements thereto so that such properties shall be fully and efficiently
preserved and maintained, except to the extent that the failure to do so could
not reasonably be expected to have a material adverse effect on the financial
condition or operation of Borrower.

         

         

        SECTION
4.7.  TAXES.  Pay and discharge when due any and all
material tax liabilities, both real or personal, including without limitation
federal and state income taxes and state and local property taxes and
assessments, except (a) such as Borrower may in good faith contest or as to
which a bona fide dispute may arise, and (b) for which Borrower has made
provision, in accordance with generally accepted accounting principles, for
eventual payment thereof in the event Borrower is obligated to make such
payment.

         

        SECTION
4.8.  INTENTIONALLY DELETED.

         

        SECTION
4.9.  FINANCIAL CONDITION.  Maintain financial condition as
follows using generally accepted accounting principles consistently applied and
used consistently with prior practices (except to the extent modified by the
definitions herein):

         

        (a)  Maintain
a ratio of Total Liabilities to Tangible Net Worth of not greater than 0.9 to
1.0 measured at the end of each fiscal quarter of Borrower, with "Total
Liabilities" defined as the aggregate of current liabilities and non-current
liabilities, direct or indirect, liquidated, contingent or otherwise, including
guaranties or endorsements, less subordinated debt (to the extent expressly
permitted by the Bank), and with "Tangible Net Worth" defined as the aggregate
of total stockholders' equity prior to accumulated and other comprehensive
income (but to include accumulated other comprehensive losses), less goodwill
and other assets treated, in accordance with generally accepted accounting
principles, as intangibles, plus subordinated debt (to the extent expressly
permitted by the Bank).

         

        SECTION
4.10.  NOTICE TO BANK.  Promptly after (but in no event more
than five (5) days after) the chief executive officer, president, chief
financial officer, treasurer, assistant treasurer or corporate controller of
Borrower (each, a "Responsible Officer") obtains knowledge thereof, give written
notice to Bank in reasonable detail of: (a) the occurrence of any Event of
Default or any condition, event or act which with the giving of notice or the
passage of time or both would constitute an Event of Default; (b) any change in
the name or the “location” (within the meaning of Section 9-307 of the Uniform
Commercial Code) of Borrower; (c) the occurrence and nature of any Reportable
Event (as defined in ERISA) for which the thirty (30) day notice period has not
been waived, any non-exempt Prohibited Transaction (as defined in ERISA) which
could reasonably be expected to have a material adverse effect or any funding
deficiency (other than a deficiency that has been waived), in each case with
respect to any Plan; or (d) any termination or cancellation of any insurance
policy which Borrower is required to maintain or any uninsured or partially
uninsured loss through liability or property damage, or through fire, theft or
any other cause, that has not been accounted for in accordance with generally
accepted accounting principles and that affects Borrower's property in excess of
an aggregate of $1,000,000.

         

        SECTION
4.11.                                   DEPOSITORY
ACCOUNT.  On or before April 1, 2010, Borrower shall have opened with
Bank an operating deposit account to be held by Bank, which operating deposit
account shall be separate and distinct from the deposit account(s) subject to
the Security Agreement.

        


        ARTICLE
V

         

        NEGATIVE
COVENANTS

         

        Borrower
further covenants that so long as Bank remains committed to extend credit to
Borrower pursuant hereto, or any liabilities (whether direct or contingent,
liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents
remain outstanding, and until payment in full of all obligations subject hereto,
Borrower will not, without Bank's prior written consent:

         

        SECTION
5.1.  USE OF FUNDS.  Use any of the proceeds of any credit
extended hereunder except for the purposes stated in Article I
hereof.

         

        SECTION
5.2.  INTENTIONALLY DELETED.

         

        SECTION
5.3.  OTHER INDEBTEDNESS.  Create, incur, assume or permit
to exist any indebtedness or liabilities resulting from borrowings, loans or
advances, whether secured or unsecured, matured or unmatured, liquidated or
unliquidated, joint or several, except:

         

        (a)  any
indebtedness or liabilities of Borrower to Bank;

         

        (b)  any
indebtedness or liabilities of Borrower existing as of the date hereof and
described on Schedule
5.3 attached hereto and any renewals, refinancings and extensions
thereof, provided that (i) the amount of such indebtedness or liabilities is not
increased at the time of such renewal, refinancing or extension except by an
amount equal to a reasonable premium or other reasonable amount paid, and fees
and expenses reasonably incurred, in connection with such renewal, refinancing
or extension, and (ii) the terms of such renewal, refinancing or extension,
taken as a whole, are not less favorable to Borrower and its subsidiaries than
the terms of the indebtedness or liabilities being renewed, refinanced or
extended;

         

        (c)  any
indebtedness or liabilities (contingent or otherwise) existing or arising under
any rate swap, currency swap, option or other similar transaction (whether or
not governed by or subject to a master agreement), provided that (i) such
indebtedness or liabilities are (or were) entered into by Borrower in connection
with indebtedness or liabilities of Borrower permitted pursuant to clause (b)
above, (ii) such indebtedness or liabilities are (or were) entered into by
Borrower in the ordinary course of business for the purpose of directly
mitigating risks associated with liabilities, commitments, investments, assets,
or property held or reasonably anticipated by Borrower, or changes in the value
of securities issued by Borrower, and not for purposes of speculation or taking
a “market view;” and (iii) the related contract does not contain any provision
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party;

         

        (d)  any
purchase money indebtedness or purchase money liabilities (including obligations
in respect of capital leases or synthetic leases) incurred after the date hereof
to finance the purchase of fixed assets and any renewals, refinancings and
extensions thereof; provided, however, that such indebtedness or liabilities
shall not exceed, at any one time, $3,000,000 in the aggregate; and

         

        (e)  any
indebtedness or liabilities not contemplated by the foregoing clauses in an
aggregate, committed principal amount not to exceed $1,000,000 at any one time
outstanding.

         

        SECTION
5.4.  MERGER, CONSOLIDATION, TRANSFER OF ASSETS.  Merge into
or consolidate with any other entity; engage in any line of business
substantially different from those lines of business engaged in by Borrower as
of the date hereof; acquire all or substantially all of the assets of any other
entity; nor sell, lease, transfer or otherwise dispose of, except in the
ordinary course of its business, all or a substantial or material portion of
Borrower's assets, provided that (a) Borrower may merge into or consolidate with
any subsidiary provided that Borrower is the continuing or surviving entity, and
(b) Borrower may, during any fiscal year of Borrower, sell, lease, transfer or
otherwise dispose of assets having an aggregate net book value of not more than
$5,000,000.

         

        SECTION
5.5.  GUARANTIES.  Guarantee or become liable in any way as
surety, endorser (other than as endorser of negotiable instruments for deposit
or collection in the ordinary course of business), accommodation endorser or
otherwise for any liabilities or obligations of any other person or entity,
except any of the foregoing in favor of Bank.

         

        SECTION
5.6.  LOANS, ADVANCES, INVESTMENTS.  Make any loans or
advances to or investments in any person or entity, except:

         

        (a)  loans,
advances or investments existing as of the date hereof and described on Schedule 5.6 attached
hereto;

         

        (b)  investments
in the form of cash or cash equivalents;

         

        (c)  loans
or advances made to employees of Borrower or any subsidiary of Borrower in the
ordinary course of business; provided, however, that such loans or advances
shall not exceed, at any one time, $500,000 in the aggregate;

         

        (d)  accounts
receivable or notes receivable arising from the grant of trade credit in the
ordinary course of business, and instruments received in satisfaction or partial
satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss;

         

        (e)  investments
arising as a result of dispositions permitted under Section 5.4(b);
and

         

        (f)  loans,
advances or investments not contemplated by the foregoing clauses in an
aggregate, committed principal amount not to exceed $1,000,000 at any one time
outstanding; provided, however, that Borrower shall promptly notify Bank of all
loans, advances or investments made by Borrower under this Section 5.6(f) of
which Borrower’s chief executive officer, chief financial officer or treasurer
has knowledge.

         

        SECTION
5.7.  INTENTIONALLY DELETED.

         

        SECTION
5.8.  PLEDGE OF ASSETS.  Mortgage, pledge or grant or permit
to exist a security interest in, or lien upon, all or any portion of Borrower's
assets now owned or hereafter acquired, except:

         

        (a)  any
mortgage, pledge, security interest or lien in favor of Bank;

         

        (b)  any
mortgage, pledge, security interest or lien existing as of the date hereof and
described on Schedule
5.8 attached hereto and any renewals, refinancings or extensions thereof,
provided that no additional property is made subject thereto;

         

        (c)  any
mortgage, pledge, security interest or lien (other than any lien imposed under
ERISA) for taxes, assessments or governmental charges or levies (i) not yet due
or (ii) (A) which Borrower is in good faith contesting or as to which a bona
fide dispute has arisen and (B) for which Borrower has made provision, in
accordance with generally accepted accounting principles, for eventual payment
thereof in the event Borrower is obligated to make such payment;

         

        (d)  statutory
landlord liens, liens of carriers, warehousemen, mechanics, materialmen and
suppliers and other liens imposed by law or pursuant to customary reservations
or retentions of title arising in the ordinary course of business, provided that
(i) such liens secure only amounts not yet due and payable, (ii) such liens are
unfiled and no other action has been taken to enforce such liens or (iii) such
liens secure amounts (A) which Borrower is in good faith contesting or as to
which a bona fide dispute has arisen and (B) for which Borrower has made
provision, in accordance with generally accepted accounting principles, for
eventual payment thereof in the event Borrower is obligated to make such
payment;

         

        (e)  pledges
or deposits in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other social security legislation
(other than any lien imposed under ERISA) and deposits in the ordinary course of
business securing liability insurance carriers under insurance or self-insurance
arrangements;

         

        (f)  deposits
to secure the performance of bids, trade contracts, operating leases, statutory
obligations, surety and appeal bonds, performance bonds and other similar
obligations incurred in the ordinary course of business;

         

        (g)  easements,
rights-of-way, restrictions and other similar encumbrances affecting real
property which do not materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of
Borrower;

         

        (h)  security
interests or liens securing judgments for the payment of money (or appeal or
other surety bonds relating to such judgments) not constituting an Event of
Default under Section 6.1(e);

         

        (i)  security
interests or liens securing indebtedness or liabilities permitted under Section
5.3(d); provided that (i) such security interests or liens do not at any time
encumber any property other than the property financed by such indebtedness or
liabilities and (ii) such security interests or liens attach to such property
concurrently with or within ninety days after the acquisition
thereof;

         

        (j)  security
interests or liens in favor of lessors relating to operating
leases;

         

        (k)  normal
and customary rights of setoff or similar rights or remedies with respect to
deposit accounts or other funds in favor of banks or other depository
institutions;

         

        (l)  liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code
on items in the course of collection; and

         

        (m)  any
mortgage, pledge, security interest or lien not contemplated by the foregoing
clauses, provided that (i) the aggregate principal amount secured by such
mortgage, pledge, security interest or lien shall not at any time exceed
$1,000,000 at any one time outstanding and (ii) no condition, event or act which
with the giving of notice or the passage of time or both would constitute an
Event of Default shall exist at the time of or would result from the creation,
incurrence or assumption of such mortgage, pledge, security interest or
lien.

         

        Notwithstanding
anything contained herein to the contrary, no provision of this Section 5.8
shall permit Borrower to mortgage, pledge or grant or permit to exist a security
interest in, or lien upon, all or any portion of the brokerage and deposit
accounts secured by the Security Agreement.

         

        SECTION
5.9.    INTENTIONALLY DELETED

         

        SECTION
5.10.  NEGATIVE PLEDGE.  Enter into a negative pledge
agreement similar to the one set forth in Section 5.8 for the benefit of any
other person or entity.

         

        ARTICLE
VI

         

        EVENTS OF
DEFAULT

         

        SECTION
6.1.  The occurrence of any of the following shall constitute an
"Event of Default" under this Agreement:

         

        (a)  Borrower
shall fail to pay (i) when due, any principal payable under any of the Loan
Documents, (ii) within five business days after the same becomes due, any
interest or fees payable under any of the Loan Documents or (ii) within seven
business days after the same becomes due, any other amounts payable under any of
the Loan Documents.

         

        (b)  Any
financial statement or certificate furnished by Borrower to Bank in connection
with, or any representation or warranty made by Borrower under, this Agreement
or any other Loan Document shall prove to be incorrect, false or misleading in
any material respect when furnished or made.

         

        (c)  Any
default by Borrower in the performance of or compliance with any obligation,
agreement or other provision contained herein or in any other Loan Document
(other than those referred to in subsections (a) and (b) above) and, with
respect to any default of a covenant contained in Article IV or any other
default which the Bank deems capable of cure in its sole discretion, such
default shall continue for thirty (30) days after the sooner of (i) that date on
which Borrower receives written notice of an Event of Default from Bank, or (ii)
that date on which a Responsible Officer receives notice of such default or
otherwise obtains knowledge of such default.

         

        (d)  Any
default by Borrower in the payment of any one or more obligations for borrowed
money in an aggregate amount in excess of $1,000,000 or any one or more defined
events of default under the terms of any contract or instrument (other than any
of the Loan Documents) governing any one or more obligations for borrowed money
pursuant to which Borrower has incurred any debt or other liability to any
person or entity, including Bank, in an aggregate amount in excess of
$1,000,000.

         

        (e)  The
filing of one or more notices of judgment liens against Borrower in an aggregate
amount in excess of $1,000,000; or the recording of any one or more abstracts of
judgment against Borrower in an aggregate amount in excess of $1,000,000 in any
county in which Borrower has an interest in real property; or the service of one
or more notices of levy and/or of writs of attachment or execution, or other
like processes, against the assets of Borrower in an aggregate amount in excess
of $1,000,000; or the entry of one or more judgments against Borrower in an
aggregate amount in excess of $1,000,000.

         

        (f)  Borrower
shall become insolvent, or shall suffer or consent to or apply for the
appointment of a receiver, trustee, custodian or liquidator of itself or any
material portion of its property, or shall generally fail to pay its debts as
they become due, or shall make a general assignment for the benefit of
creditors; Borrower shall file a voluntary petition in bankruptcy, or seeking
reorganization, in order to effect a plan or other arrangement with creditors or
any other relief under the Bankruptcy Reform Act, Title 11 of the United States
Code, as amended or recodified from time to time ("Bankruptcy Code"), or under
any state or federal law granting relief to debtors, whether now or hereafter in
effect; or any involuntary petition or proceeding pursuant to the Bankruptcy
Code or any other applicable state or federal law relating to bankruptcy,
reorganization or other relief for debtors is filed or commenced against
Borrower and such petition or proceeding continues undischarged or unstayed for
60 days, or Borrower shall file an answer admitting the jurisdiction of the
court and the material allegations of any such involuntary petition; or Borrower
shall be adjudicated a bankrupt, or an order for relief shall be entered against
Borrower by any court of competent jurisdiction under the Bankruptcy Code or any
other applicable state or federal law relating to bankruptcy, reorganization or
other relief for debtors; or Bank shall reasonably believe that one or more of
the foregoing events or circumstances is imminent.

         

        (g)  Any
impairment of the rights of Bank in any of the Collateral or Proceeds (as such
terms are defined in the Security Agreement) or the service of one or more
notices of levy and/or of writs of attachment or execution, or other like
processes against any Collateral or Proceeds.

         

        (h)  Any
event or series of events by which, during the 12 month period immediately
preceding any such determination, a majority of the members of the board of
directors of Borrower cease to be composed of individuals (i) who were members
of such board on the first day of such period, (ii) whose election or nomination
to such board was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of
such board, or (iii) whose election or nomination to such board was approved by
individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of such board (excluding, in
the case of both clause (ii) and clause (iii) above, any individual whose
initial nomination for, or assumption of office as, a member of such board
occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or
group and not as a result of a solicitation for the election of one or more
directors by or on behalf of such board).

         

         (i)  The
dissolution or liquidation of Borrower; or Borrower or its directors shall take
action seeking to effect the dissolution or liquidation of
Borrower.

         

        SECTION
6.2.  REMEDIES.  Upon the occurrence of any Event of
Default: (a) all indebtedness of Borrower under each of the Loan Documents, any
term thereof to the contrary notwithstanding, shall at Bank's option and without
notice become immediately due and payable without presentment, demand, protest
or notice of dishonor, all of which are hereby expressly waived by Borrower; (b)
the obligation, if any, of Bank to extend any further credit under any of the
Loan Documents shall immediately cease and terminate; and (c) Bank shall have
all rights, powers and remedies available under each of the Loan Documents, or
accorded by law, including without limitation the right to resort to any or all
security for any credit subject hereto and to exercise any or all of the rights
of a beneficiary or secured party pursuant to applicable law.  All
rights, powers and remedies of Bank may be exercised at any time by Bank and
from time to time after the occurrence of an Event of Default, are cumulative
and not exclusive, and shall be in addition to any other rights, powers or
remedies provided by law or equity.

         

        ARTICLE
VII

         

        MISCELLANEOUS

         

        SECTION
7.1.  NO WAIVER.  No delay, failure or discontinuance of
Bank in exercising any right, power or remedy under any of the Loan Documents
shall affect or operate as a waiver of such right, power or remedy; nor shall
any single or partial exercise of any such right, power or remedy preclude,
waive or otherwise affect any other or further exercise thereof or the exercise
of any other right, power or remedy.  Any waiver, permit, consent or
approval of any kind by Bank of any breach of or default under any of the Loan
Documents must be in writing and shall be effective only to the extent set forth
in such writing.

         

        SECTION
7.2.  NOTICES.  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 delivered to each party at the following
address:

         

        
          	
                   
      

                	
                  BORROWER:

                	
                  American
      Woodmark Corporation

                  
                    3102
      Shawnee Drive

                  

                  
                    Winchester,
      Virginia 22601

                  

                  
                    Attention:
      Glenn Eanes

                  

                


        

         

        
          	
                   
      

                	
                  BANK:

                	
                  Wells
      Fargo Bank, National Association

                  
                    1001
      Haxall Point, Suite 706

                  

                  
                    Richmond,
      Virginia 23219

                  

                  
                    Attention:
      Chad J. Harcum

                  

                


        

         

        or to
such other address 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:  (a) if sent by hand delivery, upon delivery; (b)
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; and (c) if sent by
telecopy, upon receipt.

         

        SECTION
7.3.  COSTS, EXPENSES AND ATTORNEYS' FEES.  Borrower shall
pay to Bank immediately upon demand the full amount of all payments, advances,
charges, costs and expenses, including reasonable attorneys' fees (to include
outside counsel fees but not allocated costs of
Bank's in-house counsel), expended or incurred by Bank in connection with (a)
the negotiation and preparation of this Agreement and the other Loan Documents
and the preparation of any amendments and waivers hereto and thereto, (b) the
enforcement of Bank's rights and/or the collection of any amounts which become
due to Bank under any of the Loan Documents, and (c) the prosecution or defense
of any action in any way related to any of the Loan Documents, including without
limitation any action for declaratory relief, whether incurred at the trial or
appellate level, in an arbitration proceeding or otherwise, and including any of
the foregoing incurred in connection with any bankruptcy proceeding (including
without limitation, any adversary proceeding, contested matter or motion brought
by Bank or any other person) relating to Borrower or any other person or
entity.

         

        SECTION
7.4.  SUCCESSORS, ASSIGNMENT.  This Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
parties; provided however, that Borrower may not assign or transfer its rights
or obligations under any of the Loan Documents without Bank's prior written
consent.  Bank reserves the right to sell, assign, transfer, negotiate
or grant participations in all or any part of, or any interest in, Bank's rights
or obligations under each of the Loan Documents.  In connection
therewith, Bank may disclose (subject to customary confidentiality procedures)
all documents and information which Bank now has or may hereafter acquire
relating to any credit subject hereto, Borrower or its business, or any
collateral required hereunder.  Bank shall provide Borrower with prior
written notice of any sale or assignment of all or any part of, or any interest
in, Bank’s rights or obligations under any of the Loan Documents.

         

        SECTION
7.5.  ENTIRE AGREEMENT; AMENDMENT.  This Agreement and the
other Loan Documents constitute the entire agreement between Borrower and Bank
with respect to each credit subject hereto and supersede all prior negotiations,
communications, discussions and correspondence concerning the subject matter
hereof.  This Agreement may be amended or modified only in writing
signed by each party hereto.

         

        SECTION
7.6.  NO THIRD PARTY BENEFICIARIES.  This Agreement is made
and entered into for the sole protection and benefit of the parties hereto and
their respective permitted successors and assigns, and no other person or entity
shall be a third party beneficiary of, or have any direct or indirect cause of
action or claim in connection with, this Agreement or any other Loan Documents
to which it is not a party.

         

        SECTION
7.7.  TIME.  Time is of the essence of each and every
provision of this Agreement and each other of the Loan Documents.

         

        SECTION
7.8.  SEVERABILITY OF PROVISIONS.  If any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or any remaining provisions
of this Agreement.

         

        SECTION
7.9.  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, each of which when executed and delivered shall be
deemed to be an original, and all of which when taken together shall constitute
one and the same Agreement.

         

        SECTION
7.10.  GOVERNING LAW.  This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of
Virginia.

         

        SECTION
7.11.  BUSINESS PURPOSE.  Borrower represents and warrants
that each credit subject hereto is for a business, commercial, investment, or
other similar purpose and not primarily for a personal, family or household
use.

         

        SECTION
7.12.  ARBITRATION.

         

        (a)  Arbitration.  The
parties hereto agree, upon demand by any party, to submit to binding arbitration
all claims, disputes and controversies between or among them (and their
respective employees, officers, directors, attorneys, and other agents), whether
in tort, contract or otherwise in any way arising out of or relating to (i) any
credit subject hereto, or any of the Loan Documents, and their negotiation,
execution, collateralization, administration, repayment, modification,
extension, substitution, formation, inducement, enforcement, default or
termination; or (ii) requests for additional credit.

         

        (b)  Governing
Rules.  Any arbitration proceeding will (i) proceed in a
location in Virginia selected by the American Arbitration Association ("AAA");
(ii) be governed by the Federal Arbitration Act (Title 9 of the United States
Code), notwithstanding any conflicting choice of law provision in any of the
documents between the parties; and (iii) be conducted by the AAA, or such other
administrator as the parties shall mutually agree upon, in accordance with the
AAA‘s commercial dispute resolution procedures, unless the claim or counterclaim
is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and
costs in which case the arbitration shall be conducted in accordance with the
AAA‘s optional procedures for large, complex commercial disputes (the commercial
dispute resolution procedures or the optional procedures for large, complex
commercial disputes to be referred to herein, as applicable, as the
"Rules").  If there is any inconsistency between the terms hereof and
the Rules, the terms and procedures set forth herein shall
control.  Any party who fails or refuses to submit to arbitration
following a demand by any other party shall bear all costs and expenses incurred
by such other party in compelling arbitration of any dispute. Nothing contained
herein shall be deemed to be a waiver by any party that is a bank of the
protections afforded to it under 12 U.S.C. §91 or any similar applicable state
law.

         

        (c)  No Waiver of Provisional
Remedies, Self-Help and Foreclosure.  The arbitration
requirement does not limit the right of any party to (i) foreclose against real
or personal property collateral; (ii) exercise self-help remedies relating to
collateral or proceeds of collateral such as setoff or repossession; or (iii)
obtain provisional or ancillary remedies such as replevin, injunctive relief,
attachment or the appointment of a receiver, before during or after the pendency
of any arbitration proceeding.  This exclusion does not constitute a
waiver of the right or obligation of any party to submit any dispute to
arbitration or reference hereunder, including those arising from the exercise of
the actions detailed in sections (i), (ii) and (iii) of this
paragraph.

         

        (d)  Arbitrator Qualifications
and Powers.  Any arbitration proceeding in which the amount in
controversy is $5,000,000.00 or less will be decided by a single arbitrator
selected according to the Rules, and who shall not render an award of greater
than $5,000,000.00.  Any dispute in which the amount in controversy
exceeds $5,000,000.00 shall be decided by majority vote of a panel of three
arbitrators; provided however, that all three arbitrators must actively
participate in all hearings and deliberations.  The arbitrator will be
a neutral attorney licensed in the Commonwealth of Virginia or a neutral retired
judge of the state or federal judiciary of Virginia, in either case with a
minimum of ten years experience in the substantive law applicable to the subject
matter of the dispute to be arbitrated.  The arbitrator will determine
whether or not an issue is arbitratable and will give effect to the statutes of
limitation in determining any claim. In any arbitration proceeding the
arbitrator will decide (by documents only or with a hearing at the arbitrator's
discretion) any pre-hearing motions which are similar to motions to dismiss for
failure to state a claim or motions for summary adjudication.  The
arbitrator shall resolve all disputes in accordance with the substantive law of
Virginia and may grant any remedy or relief that a court of such state could
order or grant within the scope hereof and such ancillary relief as is necessary
to make effective any award.  The arbitrator shall also have the power
to award recovery of all costs and fees, to impose sanctions and to take such
other action as the arbitrator deems necessary to the same extent a judge could
pursuant to the Federal Rules of Civil Procedure, the Virginia Rules of Civil
Procedure or other applicable law. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.  The
institution and maintenance of an action for judicial relief or pursuit of a
provisional or ancillary remedy shall not constitute a waiver of the right of
any party, including the plaintiff, to submit the controversy or claim to
arbitration if any other party contests such action for judicial
relief.

         

        (e)  Discovery.  In
any arbitration proceeding, discovery will be permitted in accordance with the
Rules.  All discovery shall be expressly limited to matters directly
relevant to the dispute being arbitrated and must be completed no later than 20
days before the hearing date.  Any requests for an extension of the
discovery periods, or any discovery disputes, will be subject to final
determination by the arbitrator upon a showing that the request for discovery is
essential for the party's presentation and that no alternative means for
obtaining information is available.

         

        (f)  Class Proceedings and
Consolidations.  No party hereto shall be entitled to join or
consolidate disputes by or against others in any arbitration, except parties who
have executed any Loan Document, or to include in any arbitration any dispute as
a representative or member of a class, or to act in any arbitration in the
interest of the general public or in a private attorney general
capacity.

         

        (g)  Payment Of Arbitration Costs
And Fees.  The arbitrator shall award all costs and expenses of
the arbitration proceeding.

         

        (h)  Miscellaneous.  To
the maximum extent practicable, the AAA, the arbitrators and the parties shall
take all action required to conclude any arbitration proceeding within 180 days
of the filing of the dispute with the AAA. No arbitrator or other party to an
arbitration proceeding may disclose the existence, content or results thereof,
except for disclosures of information by a party required in the ordinary course
of its business or by applicable law or regulation.  If more than one
agreement for arbitration by or between the parties potentially applies to a
dispute, the arbitration provision most directly related to the Loan Documents
or the subject matter of the dispute shall control.  This arbitration
provision shall survive termination, amendment or expiration of any of the Loan
Documents or any relationship between the parties.

         

        [SIGNATURE
PAGES FOLLOW]


        
          
            
              
                	
                        C-202_VA.DOC
      (Rev. 05/09)

                      	
                        --

                      	 
      


              

              


            

             


          

          
             


            
              

            

          

          
             


          

        


        CREDIT
AGREEMENT

        


        [SIGNATURE
PAGE]

        


        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first written above.

         

        BORROWER:

         

        AMERICAN
WOODMARK CORPORATION, a Virginia corporation

         

        
          	
                   
      

                	
                  By:

                	
                  ________________________(SEAL)

                


        

        
          	
                   
      

                	
                  Jonathan
      H. Wolk,

                


        

        
          	
                   
      

                	
                  Vice
      President Finance and CFO

                


        


        
          
            
              
                	
                        C-202_VA.DOC
      (Rev. 05/09)

                      	
                        --

                      	 
      


              

              


            

             


          

          
             


            
              

            

          

          
             


          

        


        CREDIT
AGREEMENT

         

        [SIGNATURE
PAGE]

         

        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first written above.

         

        BANK:

         

        WELLS
FARGO BANK, NATIONAL ASSOCIATION

         

        By:           ________________________(SEAL)

         

        Name:      ________________________

         

        Title:        ________________________

         


        
          
            
              
                	
                        C-202_VA.DOC
      (Rev. 05/09)

                      	
                        --

                      	 
      


              

              


            

             


          

          
             


            
              

            

          

          
             


          

        


        SCHEDULE
2.4

        


        LITIGATION

        


        


        None


        
          
            
              
                	
                        C-202_VA.DOC
      (Rev. 05/09)

                      	
                        --

                      	 
      


              

              


            

             


          

          
             


            
              

            

          

          
             


          

        


        SCHEDULE
2.11

        


        ENVIRONMENTAL
MATTERS

        


        


        
          	
                  1.

                	
                  Claimant

                	
                  Defendant

                	
                  AWC
      Exposure

                	
                  Date of
      Notice

                	
                  Risk of
      Loss

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  North
      Carolina DEHNR

                	
                  Seaboard
      Group

                	
                  Approximately
      $84,000

                	
                  03/26/91

                	
                  Probable

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Case
      Description:  Seaboard Chemical Corp. operated a waste
      disposal site in North Carolina until 1990.  When the North
      Carolina Department of Environment, Health and Natural Resources refused
      to renew their license, Seaboard went bankrupt and was financially unable
      to close (reclaim) the site.  North Carolina law dictates that
      those participating in waste disposal have ultimate responsibility for
      closure and clean-up of waste disposal sites.  Because American
      Woodmark disposed of hazardous waste at the Seaboard site from 1980-1988,
      the company has responsibility for closing the
  site.

                


        

        


        


        
          	
                  2.

                	
                  Claimant

                	
                  Defendant

                	
                  AWC
      Exposure

                	
                  Date of
      Notice

                	
                  Risk of
      Loss

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Virginia
      DEQ

                	
                  American
      Woodmark Corporation

                	 
      	
                  12/31/05

                	
                  Remote

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Case
      Description:  The Virginia Department of
      Environmental Quality notified American Woodmark that the company
      has a potential predicted exceedance of the National Ambient Air Quality
      Standard.  Because American Woodmark is a significant
      contributor (one who contributes 80% of the exceedance), the company is
      required to notify VDEQ of the corrective actions it will take to meet the
      national standard.

                


        

        


        


        
          	
                  3.

                	
                  Claimant

                	
                  Defendant

                	
                  AWC
      Exposure

                	
                  Date of
      Suit

                	
                  Risk of
      Loss

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Philip
      Services Site PRP Group

                	
                  American
      Woodmark Corporation

                	
                  Unknown

                	
                  05/05/06

                	
                  Probable

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Case
      Description:  The Philip Services Corp. Site (formerly
      known as the Thermal Ken Site), located in Rock Hill, South Carolina, is
      environmentally contaminated.  American Woodmark believed its
      waste was being incinerated at the site but has no proof of
      incineration.  The company has shared responsibility to clean-up
      the site.

                


        

        


        



        
          
            
              
                	
                        C-202_VA.DOC
      (Rev. 05/09)

                      	
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                  4.

                	
                  Claimant

                	
                  Defendant

                	 	
                  AWC
      Exposure

                	
                  Date of
      Suit

                	
                  Risk of
      Loss

                
	 
      	 
      	 
      	 	 	 	 
      	 
      
	 
      	
                  LWD,
      Inc. Site

                	
                  EPA

                	 	$	45,000	 	 
      	
                  Likely

                
	 
      	 
      	 
      	 	 	 	 	 
      	 
      
	 
      	
                  Case
      Description: The LWD, Inc. Site is an environmental super fund
      site. American Woodmark delivered paint waste to the site for
      incineration. The Environmental Protection Agency has notified
      American Woodmark that the company is required to share the cost of
      cleaning up the site. The EPA has completed most of the site
      clean-up.

                


        

        


        


        
          	
                  5.

                	
                  Claimant

                	
                  Defendant

                	 	
                  AWC
      Exposure

                	
                  Date of
      Suit

                	
                  Risk of
      Loss

                
	 
      	 
      	 
      	 	 	 	 
      	 
      
	 
      	
                  EPA

                	
                  American
      Woodmark Corporation

                	 	$	44,000	 	 
      	
                  Unknown

                
	 
      	 
      	 
      	 	 	 	 	 
      	 
      
	 
      	
                  Case
      Description: The Environmental Protection Agency has notified
      American Woodmark that the hazardous waste storage container located at
      the company's Hardy County facility is not an approved storage
      container.

                


        

        



        
          
            
              
                	
                        C-202_VA.DOC
      (Rev. 05/09)

                      	
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        SCHEDULE
5.3

         

        OTHER
INDEBTEDNESS

         

        
          	
                  1.  

                	
                  The
      following letters of credit, issued by Bank of America, N.A. for the
      account of Borrower:

                


        

         

        
          	
                  BENEFICIARY

                	 	
                  NUMBER

                	 	
                  EXPIRY
      DATE

                	 	
                  AMOUNT

                	 
	
                   

                  Lumbermens
      Mutual Casualty Co., American Motorists Insurance Co., American
      Manufacturers Mutual Insurance Co., American Protection Insurance
      Co.

                	 	 	 3053652	 	
                   

                  2/1/2010

                	 	$	 80,000.00	 
	
                  The
      Travelers Indemnity Company/Credit Risk Management

                	 	 	3054907	 	
                  3/1/2010

                	 	$	145,000.00	 
	
                  XL
      Specialty Insurance Company, Greenwich Insurance Company

                	 	 	3074321	 	
                  3/1/2010

                	 	$	1,750,000.00	 
	
                  XL
      Specialty Insurance Company, Greenwich Insurance Company

                	 	 	3081226	 	
                  3/1/2010

                	 	$	1,750,000.00	 


        

         

        
          	
                  2.  

                	
                  The
      following notes or leases:

                


        

         

        
          	
                  LENDER

                	 	
                  TRANSACTION

                	 	
                  ORIGINAL
      BALANCE

                	 	 	
                  BALANCE
      AS OF 10/31/09

                	 
	
                   

                  The
      Coal Fields Regional Industrial Authority (Perry, Harlan, Leslie,
      Breathitt Regional Industrial Authority)

                	 	
                   

                  Note

                	 	$	 6,000,000	 	 	$	 4,722,628	 
	
                  West
      Virginia Economic Development Authority

                	 	
                  Note

                	 	$	1,000,000	 	 	$	343,451	 
	
                  West
      Virginia Economic Development Authority

                	 	
                  Lease

                	 	$	10,000,000	 	 	$	8,450,760	 
	
                  Maryland
      Economic Development Corporation – State of Maryland

                	 	
                  Note

                	 	$	1,484,320	 	 	$	1,484,320	 
	
                  County
      Commissioner of Allegany County – State of Maryland

                	 	
                  Note

                	 	$	750,000	 	 	$	750,000	 
	
                  The
      Industrial Development Board of The City of Humboldt,
      Tennessee

                	 	
                  Lease

                	 	$	26,561,085	 	 	$	20,322,289	 
	
                  Amende'
      Cabinet Corporation

                	 	
                  Note

                	 	$	4,500,000	 	 	$	4,500,000	 
	
                  Amende'
      Cabinet Corporation

                	 	
                  Note

                	 	$	4,000,000	 	 	$	4,000,000	 
	
                  County
      Commissioner of Garrett County – State of Maryland

                	 	
                  Note

                	 	$	1,290,555	 	 	$	1,290,555	 


        

        


         


        
          
            
              
                	
                        C-202_VA.DOC
      (Rev. 05/09)

                      	
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        SCHEDULE
5.6

         

        LOANS,
ADVANCES, INVESTMENTS

         

        1. Amende'
Cabinet Corporation – 5,000 Shares

         


        
          
            
              
                	
                        C-202_VA.DOC
      (Rev. 05/09)

                      	
                        --

                      	 
      


              

              


            

             


          

          
             


            
              

            

          

          
             


          

        


        SCHEDULE
5.8

         

        PLEDGE OF
ASSETS

         

        
          	
                  1.  

                	
                  Bank
      of America, N.A. (first lien on deposit account nos. 91000134059813 and
      91000134059826 maintained by Borrower with Bank of America, N.A. and all
      funds now or hereafter on deposit in such deposit
  account)

                


        

         

        
          	
                  2.  

                	
                  Maryland
      Economic Development Corporation (first lien on real property located at
      17600 Barton Park Drive, SW, Cumberland,
      Maryland  21502)

                


        

         

        
          	
                  3.  

                	
                  County
      Commissioners of Allegany County (second lien on real property located at
      17600 Barton Park Drive, SW, Cumberland,
      Maryland  21502)

                


        

         

        
          	
                  4.  

                	
                  West
      Virginia Economic Development Authority (first lien on real property,
      equipment, machinery and fixtures located at 117 Southfork Road,
      Moorefield, West
Virginia  26836)

                


        

         

        
          	
                  5.  

                	
                  Coal
      Fields Regional Industrial Authority, Inc. (first lien on real property
      located at 101 Woodmark Way, Chavies,
      Kentucky  41727)

                


        

         

        
          	
                  6.  

                	
                  County
      Commissioners of Garrett County (first lien on approximately 37 acres of
      real property located at Keyser’s Ridge Business Park, Garrett County,
      Maryland)

                


        

         

        


        6964069_7.DOC

         

        



        
          
            
              
                	
                        C-202_VA.DOC
      (Rev. 05/09)

                      	
                        --