awcsecurityagree1.htm


  
    
EXHIBIT
10.4


      SECURITY
AGREEMENT:

      SPECIFIC
RIGHTS TO PAYMENT

      


      


      1.           GRANT
OF SECURITY INTEREST.  For valuable consideration, the undersigned
AMERICAN WOODMARK CORPORATION, a Virginia corporation ("Debtor"), hereby grants
and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") a security
interest in Debtor's deposit account no. 4121998983 (whether held in Debtor's
name or as a Bank collateral account for the benefit of Debtor), any sub-account
thereunder or consolidated therewith, and all replacements or substitutions
therefor, including any account resulting from a renumbering or other
administrative re-identification thereof (the "Account"), together with all
funds now or at any time hereafter on deposit in the Account, including all
interest earned on such funds (with all the foregoing defined as "Collateral"),
together with whatever is receivable or received when any of the Collateral or
proceeds thereof are sold, collected, exchanged or otherwise disposed of,
whether such disposition is voluntary or involuntary, including without
limitation, all rights to payment, including returned premiums, with respect to
any insurance relating to any of the foregoing, and all rights to payment with
respect to any claim or cause of action affecting or relating to any of the
foregoing (hereinafter called "Proceeds").

      


      
      

                 2.                OBLIGATIONS
SECURED.  The obligations secured hereby are the payment and
performance of: (a) all present and future Indebtedness of Debtor to Bank; (b)
all obligations of Debtor under this Agreement; and (c) all present and future
obligations of Debtor to Bank of other kinds.  The word "Indebtedness"
is used herein in its most comprehensive sense and includes any and all
advances, debts, obligations and liabilities of Debtor, or any of them,
heretofore, now or hereafter made, incurred or created, whether voluntary or
involuntary and however arising, whether due or not due, absolute or contingent,
liquidated or unliquidated, determined or undetermined, including under any
swap, derivative, foreign exchange, hedge, deposit, treasury management or other
similar transaction or arrangement (specifically including, without limitation,
any Transactional Risk Exposure, as such term is defined in the Addendum to
Security Agreement attached hereto), and whether Debtor may be liable
individually or jointly with others, or whether recovery upon such Indebtedness
may be or hereafter becomes unenforceable.

      


      3.           TERMINATION.  This
Agreement will terminate upon the performance of all obligations of Debtor to
Bank secured hereby, including without limitation, the payment of all
Indebtedness of Debtor to Bank secured hereby, and the termination of all
commitments of Bank to extend credit to Debtor, existing at the time Bank
receives written notice from Debtor of the termination of this
Agreement.

      


      4.           OBLIGATIONS
OF BANK.  Any money received by Bank in respect of the Collateral may
be deposited, at Bank's option, into the Account or into a securities account
which serves as collateral for the Indebtedness secured hereby, and the same
shall, for all purposes, be deemed Collateral hereunder.  Prior to the
occurrence of an Event of Default and on the condition that, after giving effect
to such payment, no Event of Default will occur (specifically including, without
limitation, a failure to comply with the Required Minimum Value covenant set
forth in the Addendum to Security Agreement: Securities Account executed by
Borrower for the benefit of Bank and dated of even date herewith, as the same
may be modified or amended from time to time) (the “Addendum to Security
Agreement”), Bank shall, if instructed to do so in writing by Debtor, apply
funds in the Account to pay any Indebtedness secured hereby.

      


      5.           REPRESENTATIONS
AND WARRANTIES.  Debtor represents and warrants to Bank
that:  (a) Debtor's legal name is exactly as set forth on the first
page of this Agreement, and all of Debtor's organizational documents delivered
to Bank are complete and accurate in every respect; (b) Debtor is a corporation
registered under the laws of the Commonwealth of Virginia; (c) Debtor’s chief
executive office is located at 3102 Shawnee Drive, Winchester, Virginia 22601;
(d) Debtor is the owner of the Collateral and Proceeds; (e) Debtor has the
exclusive right to grant a security interest in the Collateral and Proceeds; (f)
all Collateral and Proceeds are genuine, free from liens, adverse claims,
setoffs, default, prepayment, defenses and conditions precedent of any kind or
character, except the lien created hereby or as otherwise agreed to by Bank, or
as heretofore disclosed by Debtor to Bank, in writing; (g) all statements of
Debtor contained herein, are true and complete in all material respects; and (h)
no financing statement covering any of the Collateral or Proceeds, and naming
any secured party other than Bank, is on file in any public office.

      


      6.           COVENANTS
OF DEBTOR.

      


      (a)           Debtor
agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to
permit Bank to exercise its powers hereunder; (iii) to execute and deliver such
documents as Bank reasonably deems necessary to create, perfect and continue the
security interests contemplated hereby; (iv) not to change its name, its chief
executive office, or the jurisdiction in which it is organized and/or registered
without giving Bank prior written notice thereof; and (v) to cooperate with
Bank in perfecting all security interests granted herein and in obtaining such
agreements from third parties as Bank deems necessary, proper or convenient in
connection with the preservation, perfection or enforcement of any of its rights
hereunder.

      


      (b)           Debtor
agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise
in writing: (i) that Bank is authorized to file financing statements in the name
of Debtor to perfect Bank's security interest in the Collateral and Proceeds;
(ii) where applicable, to insure the Collateral with Bank named as loss
payee, in form, substance and amounts, under agreements, against risks and
liabilities, and with insurance companies satisfactory to Bank; (iii) not to
permit any lien on the Collateral or Proceeds, except in favor of Bank; (iv) not
to sell, hypothecate or otherwise dispose of, nor permit the transfer by
operation of law of, any of the Collateral or Proceeds or any interest therein,
nor withdraw any funds from; (v) to keep, in accordance with generally accepted
accounting principles, complete and accurate records regarding all Collateral
and Proceeds, and to permit Bank to inspect the same and make copies thereof at
any reasonable time; (vi) if requested by Bank following the occurrence of an
Event of Default or in order to comply with the Required Minimum Value covenant
set forth in the Addendum to Security Agreement, to receive and use reasonable
diligence to collect Proceeds, in trust and as the property of Bank, and to
immediately endorse as appropriate and deliver such Proceeds to Bank daily in
the exact form in which they are received together with a collection report in
form satisfactory to Bank; (vii) not to commingle Collateral or Proceeds, or
collections thereunder, with other property; and (viii) to provide any service
and do any other acts which may be necessary to keep all Collateral and Proceeds
free and clear of all defenses, rights of offset and counterclaims.

      


      7.           POWERS
OF BANK.  Debtor appoints Bank its true attorney in fact to perform
any of the following powers, which are coupled with an interest, are irrevocable
until termination of this Agreement and may be exercised from time to time by
Bank's officers and employees, or any of them, if an Event of Default has
occurred and is continuing: (a) to perform any obligation of Debtor hereunder in
Debtor's name or otherwise; (b) to give notice to account debtors or others of
Bank's rights in the Collateral and Proceeds, to enforce or forebear from
enforcing the same and make extension or modification agreements with respect
thereto; (c) to release persons liable on Collateral or Proceeds and to give
receipts and acquittances and compromise disputes in connection therewith;
(d) to release or substitute security; (e) to resort to security in any
order; (f) to prepare, execute, file, record or deliver notes, assignments,
schedules, designation statements, financing statements, continuation
statements, termination statements, statements of assignment, applications for
registration or like papers to perfect, preserve or release Bank's interest in
the Collateral and Proceeds; (g) to receive, open and read mail addressed to
Debtor; (h) to take cash, instruments for the payment of money and other
property to which Bank is entitled; (i) to verify facts concerning the
Collateral and Proceeds by inquiry of obligors thereon, or otherwise, in its own
name or a fictitious name; (j) to endorse, collect, deliver and receive payment
under instruments for the payment of money constituting or relating to Proceeds;
(k) to prepare, adjust, execute, deliver and receive payment under insurance
claims, and to collect and receive payment of and endorse any instrument in
payment of loss or returned premiums or any other insurance refund or return,
and to apply such amounts received by Bank, at Bank's sole option, toward
repayment of the Indebtedness secured hereby; (l) to exercise all rights, powers
and remedies which Debtor would have, but for this Agreement, with respect to
all Collateral and Proceeds; (m) to make withdrawals from and to close
deposit accounts or other accounts with any financial institution, wherever
located, into which Proceeds may have been deposited, and to apply funds so
withdrawn to payment of the Indebtedness secured hereby; (n) to preserve or
release the interest evidenced by chattel paper to which Bank is entitled
hereunder and to endorse and deliver any evidence of title incidental thereto;
and (o) to do all acts and things and execute all documents in the name of
Debtor or otherwise, deemed by Bank as necessary, proper and convenient in
connection with the preservation, perfection or enforcement of its rights
hereunder.

      


      8.           PAYMENT
OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS.  Debtor agrees to
pay, prior to delinquency, all insurance premiums, taxes, charges, liens and
assessments against the Collateral and Proceeds (except (a) such as Debtor may
in good faith contest or as to which a bona fide dispute may arise, and (b) for
which Debtor has made provision, in accordance with generally accepted
accounting principles, for eventual payment thereof in the event Debtor is
obligated to make such payment), and upon the failure of Debtor to do so, Bank
at its option may pay any of them and shall be the sole judge of the legality or
validity thereof and the amount necessary to discharge the same.  Any
such payments made by Bank shall be obligations of Debtor to Bank, due and
payable immediately upon demand, together with interest at a rate determined in
accordance with the provisions of this Agreement, and shall be secured by the
Collateral and Proceeds, subject to all terms and conditions of this
Agreement.

      


      9.           EVENTS
OF DEFAULT.  Any  defined event of default under the Credit
Agreement shall constitute an “Event of Default” under this
Agreement.

      


      10.         REMEDIES.  Upon
the occurrence of any Event of Default, Bank shall have the right to declare
immediately due and payable all or any Indebtedness secured hereby and to
terminate any commitments to make loans or otherwise extend credit to
Debtor.  Bank shall have all other rights, powers, privileges and
remedies granted to a secured party upon default under the Virginia Uniform
Commercial Code or otherwise provided by law, including without limitation, the
right (a) to contact all persons obligated to Debtor on any Collateral or
Proceeds and to instruct such persons to deliver all Collateral and/or Proceeds
directly to Bank, and (b) to sell, lease, license or otherwise dispose of any or
all Collateral.  All rights, powers, privileges and remedies of Bank
shall be cumulative.  No delay, failure or discontinuance of Bank in
exercising any right, power, privilege or remedy hereunder shall affect or
operate as a waiver of such right, power, privilege or remedy; nor shall any
single or partial exercise of any such right, power, privilege or remedy
preclude, waive or otherwise affect any other or further exercise thereof or the
exercise of any other right, power, privilege or remedy.  Any waiver,
permit, consent or approval of any kind by Bank of any default hereunder, or any
such waiver of any provisions or conditions hereof, must be in writing and shall
be effective only to the extent set forth in writing.  It is agreed
that public or private sales or other dispositions, for cash or on credit, to a
wholesaler or retailer or investor, or user of property of the types subject to
this Agreement, or public auctions, are all commercially reasonable since
differences in the prices generally realized in the different kinds of
dispositions are ordinarily offset by the differences in the costs and credit
risks of such dispositions.  While an Event of Default exists: (a)
Debtor will deliver to Bank from time to time, as requested by Bank, current
lists of all Collateral and Proceeds; (b) Debtor will not dispose of any
Collateral or Proceeds except on terms approved by Bank; (c) Bank may, at any
time and at Bank's sole option, liquidate any time deposits pledged to Bank
hereunder and apply the Proceeds thereof to payment of the Indebtedness secured
hereby, whether or not said time deposits have matured and notwithstanding the
fact that such liquidation may give rise to penalties for early withdrawal of
funds; and (d) at Bank's request, Debtor will assemble and deliver all
Collateral and Proceeds, and books and records pertaining thereto, to Bank at a
reasonably convenient place designated by Bank.  Debtor further agrees
that Bank shall have no obligation to process or prepare any Collateral for sale
or other disposition.

      


      11.         DISPOSITION
OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS.  In disposing of
Collateral hereunder, Bank may transfer, convey or dispose of such Collateral
“as is”, “where is”, “with all faults” or with language of similar
import.  Any proceeds of any disposition of any Collateral or
Proceeds, or any part thereof, may be applied by Bank to the payment of expenses
incurred by Bank in connection with the foregoing, including reasonable
attorneys' fees, and the balance of such proceeds may be applied by Bank toward
the payment of the Indebtedness secured hereby in such order of application as
Bank may from time to time elect.  Upon the transfer of all or any
part of the Indebtedness secured hereby, Bank may transfer all or any part of
the Collateral or Proceeds and shall be fully discharged thereafter from all
liability and responsibility with respect to any of the foregoing so
transferred, and the transferee shall be vested with all rights and powers of
Bank hereunder with respect to any of the foregoing so transferred; but with
respect to any Collateral or Proceeds not so transferred Bank shall retain all
rights, powers, privileges and remedies herein given.

      


      12.          STATUTE
OF LIMITATIONS.  Until all Indebtedness secured hereby shall have been
paid in full and all commitments by Bank to extend credit to Debtor pursuant to
the Credit Agreement have been terminated, the power of sale or other
disposition and all other rights, powers, privileges and remedies granted to
Bank hereunder shall continue to exist and may be exercised by Bank at any time
and from time to time irrespective of the fact that the Indebtedness secured
hereby or any part thereof may have become barred by any statute of limitations,
or that the personal liability of Debtor may have ceased, unless such liability
shall have ceased due to the payment in full of all Indebtedness secured
hereunder.

      


      13.          MISCELLANEOUS.   Debtor
hereby waives any right to require Bank to (i) proceed against Debtor or any
other person, (ii) marshal assets or proceed against or exhaust any security
from Debtor or any other person, (iii) perform any obligation of Debtor with
respect to any Collateral or Proceeds, and (iv) make any presentment or demand,
or give any notice of nonpayment or nonperformance, protest, notice of protest
or notice of dishonor hereunder or in connection with any Collateral or
Proceeds.  Debtor further waives any right to direct the application
of payments or security for any Indebtedness secured hereby.

      


      14.          NOTICES.  All
notices, requests and demands required under this Agreement must be in writing,
addressed to Bank at the address specified in the Credit Agreement and to Debtor
at the address specified in the Credit Agreement, and shall be deemed to have
been 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.

      


      15.          COSTS,
EXPENSES AND ATTORNEYS' FEES.  Debtor 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 perfection and preservation of the Collateral or
Bank's interest therein, and (b) the realization, enforcement and exercise of
any right, power, privilege or remedy conferred by this Agreement, 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
Debtor or in any way affecting any of the Collateral or Bank's ability to
exercise any of its rights or remedies with respect thereto.

      


      16.          SUCCESSORS;
ASSIGNS; AMENDMENT.  This Agreement shall be binding upon and inure to
the benefit of the heirs, executors, administrators, legal representatives,
successors and assigns of the parties, and may be amended or modified only in
writing signed by Bank and Debtor.

      


      17.          INTENTIONALLY
DELETED.

      


      18.          SEVERABILITY
OF PROVISIONS.  If any provision of this Agreement shall be held to 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.

      


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

      


      


      


      


      [SIGNATURE
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      IN WITNESS WHEREOF, this Agreement has
been duly executed as of December 2, 2009.

      


      AMERICAN WOODMARK CORPORATION,

      a
Virginia corporation

      


      


      By:         ________________________(SEAL)

      Jonathan H. Wolk,

      Vice President Finance and
CFO

      


      


      6963544_4.DOC


      
        
          
            
              	
                      COMMVA\SECA02A_VA.DOC

                      Specific
      Rights to Payment (Rev. 03/08)

                    	
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