Exhibit 10.2


EXECUTION VERSION


AMENDMENT NO. 1 TO THE

CREDIT AGREEMENT


Dated as of February 7, 2007


AMENDMENT
NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) among WII COMPONENTS, INC., a Delaware
corporation (the “Borrower”), the Lenders party thereto and CREDIT
SUISSE, acting through one or more of its branches, or any Affiliate thereof
(collectively, “Credit Suisse”), as Administrative Agent, Swing Line
Lender, an L/C Issuer and Collateral Agent.


PRELIMINARY
STATEMENTS:


(1)           WII Merger Corporation and Credit Suisse entered into a Credit
Agreement dated as of January 9, 2007 (as amended, supplemented or otherwise
modified through the date hereof, the “Credit Agreement”).  Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit Agreement.


(2)           Pursuant to the Merger and the Assumption Agreement, the Borrower
assumed all of the obligations of WII Merger Corporation under the Loan
Documents.


(3)           The Borrower has requested that the Required Lenders agree to amend
certain provisions of the Credit Agreement as described herein.


(3)           The Required Lenders have agreed, subject to the terms and conditions
stated below, to amend the Credit Agreement as hereinafter set forth.


SECTION 1.           Amendments to Credit
Agreement.  The Credit Agreement is, effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in
Section 2, hereby amended as follows:


(a)           Clause (i) of the definition of “Applicable Margin” is hereby amended
and restated in its entirety to read as follows:


“(i) the Borrower has not obtained Corporate Ratings from Moody’s and
S&P within 30 days after written request by the Administrative Agent or”


(b)           Section 6.18 is hereby amended in its entirety to read as follows:


“Corporate
Ratings and Debt Ratings.  Use
commercially reasonable efforts to obtain within 30 days after written request
by the Administrative Agent and thereafter use commercially reasonable efforts
to maintain in effect at all times Corporate Ratings and Debt Ratings from each
of S&P and Moody’s.”


(c)           Section 6.19 is hereby amended in its entirety to read as follows:


“Interest
Rate Hedging.  Prior to the 120th day after the Closing Date, enter into, and
thereafter maintain at all times, Secured Hedge Agreements on terms
satisfactory to the Administrative Agent, covering a notional amount of not
less than the amount, if any, by which (a) 50% of sum of all outstanding
principal amounts under the First Lien Term













Loans, any
term loans under the Second Lien Agreement, and the Existing Notes (and in each
case, without duplication, any refinancing, refunding, or other replacement
thereof) exceeds (b) the sum of all outstanding principal amounts under the
First Lien Term Loans, any term loans under the Second Lien Agreement, and the
Existing Notes (and in each case, without duplication, any refinancing,
refunding, or other replacement thereof) that bear interest at a fixed rate.”


SECTION 2.           Conditions of
Effectiveness.  This Amendment shall
become effective as of the date first above written when, and only when,


(a)           the Administrative Agent shall have received counterparts of this
Amendment executed by each Loan Party and the Required Lenders,


(b)           the Administrative Agent shall have received a certificate signed by a
duly authorized officer of the Borrower stating that: (x) the representations
and warranties contained in Article V of the Credit Agreement are true and
correct in all material respects on and as of the date of such certificate as
though made on and as of such date other than any such representations or
warranties that, by their terms, refer to a date other than the date of such
certificate; and (y) no event has occurred and is continuing that constitutes a
Default, and


(c)           all fees and expenses of the Administrative Agent and the Lenders
(including all reasonable fees and expenses of counsel to the Administrative
Agent), to the extent invoiced prior to the date hereof, shall have been paid.


SECTION 3.           Confirmation of Representations and
Warranties.  Each of the Loan Parties
hereby represents and warrants, on and as of the date hereof, that the
representations and warranties contained in the Loan Documents are true and
correct in all material respects on and as of the date hereof, before and after
giving effect to this Amendment, as though made on and as of the date hereof,
other than any such representations or warranties that, by their terms, refer
to a specific date.


SECTION 4.           Affirmation of Guarantors.  Each
Guarantor hereby
consents to the amendments to the Credit Agreement effected hereby, and hereby
confirms and agrees that, notwithstanding the effectiveness of this Amendment,
the obligations of such Guarantor contained in the Holdings Guaranty or the
Subsidiary Guaranty (as the case may be), or in any other Loan Document to
which it is a party are, and shall remain, in full force and effect and are
hereby ratified and confirmed in all respects, except as set forth in Section
5(a) below.


SECTION 5.           Reference to and Effect on the Loan
Documents.  (a)  On and after the effectiveness of this
Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each
reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by this Amendment.


(b)               The
Credit Agreement and each of the other Loan Documents, as specifically amended
by this Amendment, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed.


(c)               The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Administrative Agent under the Credit Agreement, nor
constitute a waiver of any provision of the



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Credit Agreement or any other Loan Document.


SECTION 6.           Costs, Expenses.  The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent (including, without limitation,
the reasonable fees and expenses of counsel for the Administrative Agent) in
connection with the preparation, execution, delivery and administration, modification
and amendment of this Amendment and the other instruments and documents to be
delivered hereunder, in accordance with the terms of Section 10.04 of the
Credit Agreement.


SECTION 7.           Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by facsimile shall be effective as delivery of
a manually executed counterpart of this Amendment.


SECTION 8.           Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


	
  

  	
  WII COMPONENTS, INC., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













 


	
  

  	
  WII HOLDING, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WOODCRAFT INDUSTRIES, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRENTWOOD ACQUISITION CORP.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRIMEWOOD, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













 


	
  

  	
  CREDIT SUISSE,

  
	
   

  	
  Cayman Islands Branch,

  
	
   

  	
  as Administrative Agent and Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













 


	
  

  	
  CREDIT SUISSE,

  
	
   

  	
  Cayman Islands Branch,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: