FIRST AMENDMENT TO LOAN AGREEMENT

Exhibit 10.1(d)

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of this 4th day of April, 2008, effective as of December 30, 2007, between the DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT , a principal department of the State of Maryland (the “Department”), and AMERICAN WOODMARK CORPORATION , a Virginia corporation (the “Borrower”).

RECITALS

1. The Maryland Economic Development Corporation, a body politic and corporate and public instrumentality of the State of Maryland (“MEDCO”) made a conditional loan to the Borrower in the original principal amount of $1,484,320.00 (the “Loan”) pursuant to the terms of a Loan Agreement dated as of February 9, 2005, between MEDCO and the Borrower (as amended, the “Loan Agreement”).

2. The Loan is evidenced by a deed of trust note dated February 9, 2005, made by the Borrower payable to the order of MEDCO in the original principal amount of $1,484,320.00, as amended by a Note Modification Agreement (the “Note Modification”) dated the same date as this Agreement between the Borrower and the Department (as amended, the “Note”).

3. MEDCO assigned all of its rights in the Note, Loan Agreement, and all other Financing Documents (as defined in the Loan Agreement) to the Department pursuant to an Assignment dated February 9, 2005, attached to the Note, and an Assignment of Loan Documents dated February 9, 2005, from MEDCO to the Department.

4. The Borrower has requested that the Department modify the terms of the Loan Agreement.

5. Pursuant to the Borrower’s request, the Department agrees to amend the terms of the Loan Agreement pursuant to this Amendment.

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

1. Defined Terms : All capitalized terms used in this Amendment shall have the same meanings as in the Loan Agreement unless otherwise defined herein.

2. Recitals . The Borrower and the Department acknowledge that the above Recitals are true and correct, and agree that the Recitals are incorporated by reference into this Amendment.

3. Amendment of Loan Agreement . The Loan Agreement is hereby amended as follows:

3.1. The definition of “First Tier Calculation Dates” is deleted and in lieu thereof is inserted the following:

“’ First Tier Calculation Dates ’ means collectively and individually December 31, 2009, and December 31, 2010.”

3.2. The definition of “Forgiveness Date” is deleted and in lieu thereof is inserted the following:

“‘ Forgiveness Date ’ means December 31, 2016.”

3.3. The definition of “Second Tier Calculation Dates” is deleted and in lieu thereof is inserted the following:

“‘ Second Tier Calculation Dates ’ means collectively and individually December 31, 2011, December 31, 2012, December 31, 2013, December 31, 2014, December 31, 2015, and December 31, 2016.”

3.4. The dates referred to in the example set forth in Section 6.02(c) of the Loan Agreement are each extended by two years to coincide with the new definitions of First Tier Calculation Dates, Second Tier Calculation Dates, and Forgiveness Date set forth in this Amendment.

3.5. Section 6.05(a) is deleted and in lieu thereof is inserted the following:

“(a) On the dates specified below, the Borrower shall submit an Employee Report to the Lender with information effective as of the dates specified below:

4. The Borrower ratifies and confirms all of its liabilities and obligations under the Loan Agreement and the Note and agrees that, except as expressly modified in this Amendment, the Loan Agreement continues in full force and effect as if set forth specifically herein.

5. As used in the Loan Agreement, the term “this Agreement” means the Loan Agreement as modified by this Amendment, and the term “Note” means the Note as modified by the Note Modification, unless the context clearly indicates or dictates a contrary meaning.

6. The Borrower and the Department agree that this Amendment shall not be construed as an agreement to extinguish the original obligations under the Loan Agreement and shall not constitute a novation as to the obligations of the Borrower under the Loan Agreement.

7. This Amendment may not be amended, changed, modified, altered, or terminated without in each instance the prior written consent of the Department. This Amendment shall be construed in accordance with and governed by the laws of the State of Maryland.

8. This Amendment shall inure to the benefit of, be enforceable by and be binding upon the Department and Borrower and their respective permitted successors and assigns.

9. In connection with this Amendment, the Borrower represents and warrants as follows:

(a) There is no default on the part of the Borrower under the Loan Agreement or the other Financing Documents, as amended, and no event has occurred or is continuing which, with notice, or the passage of time, or both, would constitute a default under the Loan Agreement or the other Financing Documents, as amended.

(b) All of the representations and warranties of the Borrower in the Loan Agreement and the other Financing Documents, are true and correct on the date hereof as if the same were made on the date hereof.

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(c) The Loan Agreement (as amended by this Amendment), the Note, as amended, and the other Financing Documents, as amended, constitute the legal, valid and binding obligations of the Borrower enforceable in accordance with their terms.

(d) In addition to all other representations and warranties of the Borrower, the Borrower further represents and warrants that: (i) The Borrower currently occupies the Facility as contemplated by the Financing Documents; and (ii) The Project is complete.

(e) If any of the foregoing representations and warranties prove to be false, incorrect or misleading in any material respect, the Department may, in its absolute and sole discretion, declare (i) that an event of default has occurred and exists under the provisions of the Loan Agreement and the Note, and/or (ii) any of the provisions of this Amendment to be void and of no force.

IN WITNESS WHEREOF: the Borrower and the Department have caused this Amendment to be duly executed and delivered under its seal, as of the day and year written in the preamble of this Amendment.

STATE OF MARYLAND, COUNTY OF BALTIMORE, TO WIT:

I HEREBY CERTIFY that on this 4th day of April, 2008, before me, a Notary Public of the State of Maryland, in and for the State and City/County aforesaid, personally appeared David W. Edgerley, who acknowledged himself to be the Secretary of Business and Economic Development of the State of Maryland, a principal department of the State of Maryland, known or satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the foregoing Agreement on behalf of the DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT for the purposes therein contained as the duly authorized Secretary of Business and Economic Development of the State of Maryland.

AS WITNESS my hand and Notarial Seal.

My Commission expires: 03/14/2012

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STATE OF VIRGINIA, CITY/COUNTY OF WINCHESTER, TO WIT:

I HEREBY CERTIFY that on this 26th day of March, 2008, before me, a Notary Public in and for the State of Virginia, personally appeared Jonathan Wolk, who acknowledged himself/herself to be the VP & CFO of American Woodmark Corporation, known or satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged that she/he executed the foregoing Amendment on behalf of AMERICAN WOODMARK CORPORATION , for the purposes therein contained as its duly authorized agent.

AS WITNESS my hand and Notarial Seal.

My Commission expires: 12/31/2008

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FIRST AMENDMENT TO GRANT AGREEMENT

THIS FIRST AMENDMENT TO GRANT AGREEMENT (this “Amendment”) is entered into as of this 4th day of April, 2008, effective as of December 30, 2007, between the COUNTY COMMISSIONERS OF ALLEGANY COUNTY , a political subdivision of the State of Maryland (the “County”), and AMERICAN WOODMARK CORPORATION , a Virginia corporation (the “Recipient”).

RECITALS

1. The County made a conditional grant to the Recipient in the amount of $750,000.00 (the “Regrant”) pursuant to the terms of a Grant Agreement dated as of February 9, 2005, between the County and the Recipient (as amended, the “Regrant Agreement”).

2. The Regrant was made with the proceeds of a grant in the amount of $750,000 from the Department of Business and Economic Development, a principal department of the State of Maryland (the “Department”), to the County pursuant to the terms of a grant agreement dated as of February 9, 2005, between the Department and the County.

3. The Recipient has requested that the County modify the terms of the Regrant Agreement.

4. Pursuant to the Recipient’s request, the County agrees to amend the terms of the Regrant Agreement pursuant to this Amendment.

NOW THEREFORE , for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, County and the Recipient agree as follows:

1. Defined Terms : All capitalized terms used in this Amendment shall have the same meanings as in the Regrant Agreement unless otherwise defined herein.

2. Recitals . The County and the Recipient acknowledge that the above Recitals are true and correct, and agree that the Recitals are incorporated by reference into this Amendment.

3. Amendment of Regrant Agreement . The Regrant Agreement is hereby amended as follows:

3.1. The definition of “First Tier Calculation Dates” is deleted and in lieu thereof is inserted the following:

“‘ First Tier Calculation Dates ’ means collectively and individually December 31, 2009, and December 31, 2010.”

3.2. The definition of “Forgiveness Date” is deleted and in lieu thereof is inserted the following:

“‘ Forgiveness Date ’ means December 31, 2016.”

3.3. The definition of “Second Tier Calculation Dates” is deleted and in lieu thereof is inserted the following:

“‘ Sec