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Exhibit 10.1(r)
FIFTH AMENDMENT TO
FINANCING AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO
FINANCING AND SECURITY AGREEMENT (this “Agreement”) is
made as of the 23 rd day of March, 2007, by AMERICAN WOODMARK
CORPORATION, a corporation organized under the laws of the
Commonwealth of Virginia (the “Borrower”), and BANK OF
AMERICA, N.A., a national banking association (the
“Lender”).
RECITALS
A. The Borrower and the
Lender entered into a Financing and Security Agreement dated as of
May 31, 2001, as modified by (i) a First Amendment to
Financing and Security Agreement dated as May 28, 2003,
(ii) a Second Amendment to Financing and Security Agreement
dated as January 3, 2005, (iii) a Third Amendment to
Financing and Security Agreement dated as June 29, 2005 and
(iv) a Fourth Amendment to Financing and Security Agreement
dated as of December 4, 2006 (the same, as amended, modified,
substituted, extended, and renewed from time to tome, collectively,
the “Financing Agreement”).
B. The Financing Agreement
provides for some of the agreements between the Borrower and the
Lender with respect to the “Loans” (as defined in the
Financing Agreement), including a revolving credit facility in an
amount not to exceed $35,000,000 and a term loan facility in an
amount not to exceed $10,000,000.
C. The Borrower and the
Lender have agreed to extend the Revolving Credit Expiration Date
and wish to execute this Agreement to memorialize such
change.
AGREEMENTS
NOW, THEREFORE, in
consideration of the premises and for other good and valuable
consideration, receipt of which is hereby acknowledged, the
Borrower and the Lender agree as follows:
1. The Borrower and the
Lender agree that the Recitals above are a part of this Agreement.
Unless otherwise expressly defined in this Agreement, terms defined
in the Financing Agreement shall have the same meaning under this
Agreement.
2. The Borrower represents
and warrants to the Lender as follows:
a) Borrower is a corporation
duly organized, and validly existing and in good standing under the
laws of the Commonwealth of Virginia and is duly qualified to do
business as a foreign corporation in good standing in every other
state wherein the conduct of its business or the ownership of its
property requires such qualification;
b) Borrower has the power and
authority to execute and deliver this Agreement and perform its
obligations hereunder and has taken all necessary and appropriate
action to authorize the execution, delivery and performance of this
Agreement;
c) The Financing Agreement,
as heretofore amended and as amended by
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