WAIVER AND AMENDMENT NO. 4 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO HOLDINGS GUARANTY

WAIVER AND AMENDMENT NO. 4 TO THE
CREDIT AGREEMENT AND AMENDMENT NO. 1 TO HOLDINGS GUARANTY

Dated as of March 30, 2009

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO HOLDINGS GUARANTY (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 by Amendment No. 1 dated as of February 7, 2007, Amendment No. 2 dated as of June 12, 2007 and Amendment No.3 dated February 19, 2008 (as so amended, 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.

(4)           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)           The definition of “Applicable Margin” in Section 1.01 is hereby amended by (i) deleting the figure “3.75%” in clause (a) thereof and replacing it with the figure “5.75%”, (ii) deleting the figure “2.75%” in clause (b) thereof and replacing it with the figure “4.75%” and (iii) restating the pricing grid in its entirety to read as follows:

(b)           The definition of “Consolidated EBITDA” in Section 1.01 is hereby amended by deleting the language: “up to $1,000,000 of transitional expenses and other one-time expenses incurred or paid after the Closing Date during the term of the Agreement” appearing in clause (i) thereof and replacing with “ [RESERVED] ”.

(c)           Section 4.02 is hereby amended by deleting the final paragraph of such Section and replacing such paragraph with the following language: “Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that (i) the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension and (ii) solely in the case of a Revolving Credit Borrowing or a Swing Line Borrowing, after giving effect to such Borrowing and the use of the proceeds thereof within five (5) Business Days after such Borrowing, the aggregate amount of cash and Cash Equivalents on hand at the Borrower and its Subsidiaries shall not exceed $3,500,000.”

(d)           Section 6.18 is hereby amended by deleting such provision and replacing it with the following: “ [RESERVED] ”.

(e)           Section 7.02(a)(ii) is hereby amended by deleting the date “March 31, 2009” appearing therein and replacing it with the date “March 31, 2010”.

(f)            Section 7.02(c)(xiii) is hereby amended by deleting the amount “$5,000,000” appearing therein and replacing it with the amount “$3,000,000”.

(g)           Section 7.03(r)(ii) is hereby amended by deleting the language “for an aggregate amount not to exceed $10,000,000” appearing therein and replacing it with the following language: “; provided, (A) after giving effect to any such purchase the Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 7.11, (B) no proceeds of any Revolving Credit Borrowing or Swing Line Borrowing shall be used to make such purchases and (C) after giving effect to such purchase, the Borrower and its Subsidiaries shall have not less than $4,500,000 of cash or Cash Equivalents on hand”.

(h)           Section 7.06(g)(iii)(A) is hereby amended by deleting the reference to “$2,500,000” therein and replacing it with “$2,000,000”.

(i)            Section 7.06(k) is hereby amended by deleting each reference to the date “March 31, 2009” appearing therein and replacing it with the date “March 31, 2010”.

(j)            The grid in Section 7.11(a)(i) is hereby amended to read as follows: