Exhibit 10.1(p)
THIRD AMENDMENT TO FINANCING AND
SECURITY AGREEMENT
THIS THIRD AMENDMENT TO FINANCING
AND SECURITY AGREEMENT (this “Agreement”) is made as of
the 29th day of June, 2005, 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 a First Amendment to Financing and Security
Agreement dated as of May 28, 2003 and as further modified by a
Second Amendment to Financing and Security Agreement dated as of
January 3, 2005 (the same, as amended, modified, substituted,
extended, and renewed from time to time, 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 wish
to restate the Funded Debt to EBITDA Ratio covenant to clarify the
intention of the parties.
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
