AMERICAN WOODMARK CORP (Form: 10-Q, Received: 03/14/2003 14:21:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2003

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-14798

American Woodmark Corporation

(Exact name of registrant as specified in its charter)

Virginia

(State or other jurisdiction of

incorporation or organization)

54-1138147

(I.R.S. Employer

Identification No.)

3102 Shawnee Drive, Winchester, Virginia

(Address of principal executive offices)

22601

(Zip Code)

(540) 665-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, no par value		8,076,187 shares outstanding
Class		as of March 12, 2003

AMERICAN WOODMARK CORPORATION

FORM 10-Q

INDEX

		PAGE NUMBER

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets—January 31, 2003 and April 30, 2002	3

	Consolidated Statements of Income—Three months ended January 31, 2003 and 2002; Nine months ended January 31, 2003 and 2002	4

	Consolidated Statements of Cash Flows—Nine months ended January 31, 2003 and 2002	5

	Notes to Consolidated Financial Statements—January 31, 2002	6-8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-11

Item 3.	Quantitative and Qualitative Disclosures of Market Risk	12

Item 4.	Controls and Procedures	12

PART II. OTHER INFORMATION

Item 6.	Exhibits and Reports on Form 8-K	13

SIGNATURE		14

Item 1.

PART I. FINANCIAL INFORMATION

AMERICAN WOODMARK CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	January 31,			April 30,
	2003			2002
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	10,912		$	13,083
Customer receivables		33,279			32,246
Inventories		40,613			34,872
Prepaid expenses and other		5,310			2,741
Deferred income taxes		5,810			7,569

Total Current Assets		95,924			90,511
Property, Plant, and Equipment – Net		137,893			122,405
Deferred Costs and Other Assets		17,949			21,306

	$	251,766		$	234,222

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	21,262		$	23,059
Accrued compensation and related expenses		24,779			25,888
Current maturities of long-term debt		900			3,218
Accrued marketing expenses		3,544			5,627
Other accrued expenses		5,322			6,605

Total Current Liabilities		55,807			64,397
Long-Term Debt, less current maturities		19,076			14,398
Deferred Income Taxes		10,476			9,556
Long-Term Pension Liabilities		238			238
Other Long-Term Liabilities		1,379			464
Stockholders’ Equity
Preferred Stock, $1.00 par value; 2,000,000 shares authorized, none issued
Common Stock, no par value; 20,000,000 shares authorized; issued and outstanding 8,198,187 shares at January 31, 2003; 8,271,496 shares at April 30, 2002		34,343			33,072
Retained earnings		131,015			112,378
Other Comprehensive Income		(568	)		(281	)

Total Stockholders’ Equity	$	164,790		$	145,169

	$	251,766		$	234,222

See notes to consolidated financial statements

AMERICAN WOODMARK CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share data)

(Unaudited)

	Three Months Ended January 31						Nine Months Ended January 31
	2003			2002			2003			2002
Net sales	$	136,684		$	123,705		$	419,125		$	366,626
Cost of sales and distribution		106,314			91,848			317,709			273,068

Gross Profit		30,370			31,857			101,416			93,558
Selling and marketing expenses		13,309			12,433			41,044			37,213
General and administrative expenses		5,764			6,683			18,671			17,488

Operating Income		11,297			12,741			41,701			38,857
Interest expense		222			102			305			587
Other (income) expense		(33	)		(37	)		(113	)		258

Income Before Income Taxes		11,108			12,676			41,509			38,012
Provision for income taxes		4,351			5,007			16,359			14,994

Net Income	$	6,757		$	7,669		$	25,150		$	23,018

Earnings Per Share
Weighted average shares outstanding
Basic		8,183,357			8,177,054			8,200,908			8,149,061
Diluted		8,399,513			8,416,977			8,438,568			8,371,030
Net income per share
Basic	$	0.83		$	0.94		$	3.07		$	2.82
Diluted	$	0.80		$	0.91		$	2.98		$	2.75

Cash dividends per share	$	0.05		$	0.05		$	0.15		$	0.15

See notes to consolidated financial statements

AMERICAN WOODMARK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended
	January 31
	2003			2002
Operating Activities
Net income	$	25,150		$	23,018
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for depreciation and amortization		21,110			17,483
Net (gain) loss on disposal of property, plant, and equipment		160			71
Deferred income taxes		2,679			1,411
Other non-cash items		417			84
Changes in operating assets and liabilities:
Customer receivables		(1,251	)		(6,202	)
Prepaid income taxes		(3,097	)		(1,572	)
Inventories		(5,995	)		(3,306	)
Other assets		(6,995	)		(11,657	)
Accounts payable		(1,797	)		5,229
Accrued compensation and related expenses		(1,108	)		3,736
Other		(2,481	)		912

Net Cash Provided by Operating Activities		26,792			29,207

Investing Activities
Payments to acquire property, plant, and equipment		(26,260	)		(21,241	)
Proceeds from sales of property, plant, and equipment		39			11

Net Cash Used by Investing Activities		(26,221	)		(21,230	)

Financing Activities
Payments of long-term debt		(5,539	)		(20,459	)
Proceeds from long-term borrowings		8,350			19,007
Proceeds from the issuance of Common Stock		1,335			3,567
Repurchase of Common Stock		(5,657	)		(3,205	)
Payment of dividends		(1,231	)		(1,225	)

Net Cash Used by Financing Activities		(2,742	)		(2,315	)
(Decrease) Increase In Cash And Cash Equivalents		(2,171	)		5,662
Cash And Cash Equivalents, Beginning of Period		13,083			1,714

Cash And Cash Equivalents, End of Period	$	10,912		$	7,376

See notes to consolidated financial statements

AMERICAN WOODMARK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A—BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended January 31, 2003 are not necessarily indicative of the results that may be expected for the year ended April 30, 2003. The unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2002.

NOTE B—NEW ACCOUNTING PRONOUNCEMENTS

In August 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses the financial accounting and reporting for the impairment or disposal of long-lived assets. The Company was required to adopt SFAS No. 144 as of May 1, 2002. The adoption of this statement had no impact on the Company’s financial position or results of operations.

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146, “Accounting for Costs from Exit or Disposal Activities,” which requires, among other things, that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. The provisions of this statement shall be effective for exit or disposal activities initiated after December 31, 2002. The adoption of this statement had no impact on the Company’s financial position or results of operations.

In November 2002, the Financial Accounting Standards Board issued Interpretation No. 45 (FIN 45), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which addresses the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees and other types of guarantees that are not subject to the initial recognition and measurement provisions, such as product warranties. The Company adopted the disclosure provisions of Interpretation No. 45 during the third quarter of fiscal 2003. The adoption of Interpretation No. 45 had no impact on the Company’s financial position or results of operations. The only guarantees that the Company presently holds are product warranties. The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within three months of the original shipment date. The product warranty reserve had a beginning balance of $3,026,000 at May 1, 2002, and an ending balance of $3,279,000 at January 31, 2003.

NOTE C—COMPREHENSIVE INCOME

The Company’s comprehensive income was $6.2 million and $24.6 million for the three months and nine months ended January 31, 2003, respectively, compared to $7.4 million and $22.8 million for the three months and nine months ended January 31, 2002, respectively. Comprehensive income differs from net income for the quarter and nine months ending January 2002 due to an increase in the unrealized loss on the Company’s interest rate swap agreements.

NOTE D—EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended				Nine Months Ended
	January 31				January 31
	2003		2002		2003		2002
Numerator:
Net income used for both basic and dilutive earnings per share (in thousands)	$	6,757	$	7,669	$	25,150	$	23,018
Denominator:
Denominator for basic earnings per share – weighted-average shares		8,183		8,177		8,201		8,149
Effect of dilutive securities:
Employee Stock Options		217		240		238		222

Denominator for diluted earnings per share, adjusted weighted-average shares and assumed conversions		8,400		8,417		8,439		8,371

Net income per share
Basic	$	0.83	$	0.94	$	3.07	$	2.82
Diluted	$	0.80	$	0.91	$	2.98	$	2.75

NOTE E—CUSTOMER RECEIVABLES

The components of customer receivables were:

	January 31,			April 30,
(in thousands)	2003			2002
Gross customer receivables	$	38,065		$	36,872
Less:
Allowance for doubtful accounts		(741	)		(799	)
Allowance for returns and discounts		(4,045	)		(3,827	)

Net customer receivables	$	33,279		$	32,246

NOTE F—INVENTORIES

The components of inventories were:

	January 31,			April 30,
(in thousands)	2002			2002
Raw materials	$	13,994		$	11,971
Work-in-process		27,598			23,021
Finished goods		6,106			6,663

Total FIFO inventories	$	47,698		$	41,655
Reserve to adjust inventories to LIFO value		(7,085	)		(6,783	)

Total LIFO inventories	$	40,613		$	34,872

An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management’s estimates of expected year-end inventory levels and costs. Since they are subject to many forces beyond management’s control, interim results are subject to the final year-end LIFO inventory valuation.

NOTE G—CASH FLOW

Supplemental disclosures of cash flow information:

	Nine Months Ended
	January 31
(in thousands)	2003		2002
Cash paid during the period for:
Interest	$	869	$	1,009
Income taxes	$	18,350	$	14,751

NOTE H—LONG TERM DEBT

In November 2002, the Company entered into a loan agreement with the Perry, Harlan, Leslie, Breathitt Regional Industrial Authority (a.k.a. Hazard, KY Regional Authority) as part of the Company’s capital investment and operations at the Hazard, Kentucky site. This debt facility is a $6 million term loan, which expires November 13, 2017 bearing interest at a fixed rate of 2%. It is secured by a mortgage on the manufacturing facility constructed in Hazard, Kentucky. The loan requires annual debt service payments consisting of principle and interest with a fixed balloon payment of $1.6 million at loan completion, November 13, 2017.

NOTE I—OTHER INFORMATION

The Company is involved in various suits and claims in the normal course of business. Included therein are claims against the Company pending before the Equal Employment Opportunity Commission. Although management believes that such claims are without merit and intends to vigorously contest them, the ultimate outcome of these matters cannot be determined at this time. In the opinion of management, after consultation with counsel, the ultimate liabilities and losses, if any, that may result from suits and claims involving the Company will not have a material adverse effect on the Company’s results of operations or financial position.

Item 2.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Results of Operations

Net Sales for the third quarter of fiscal 2003 were $136.7 million, an increase of 10.5% over the same period in fiscal 2002. Net sales of $419.1 million for the nine-month period ended January 31, 2003 were 14.3% higher than the same period of the prior year. Improved sales for the quarter and nine-month period were the result of unit growth in both the remodel and new construction markets. Unit volume for the third quarter and nine-month period grew 11% due to the combination of new outlets and new products. The average revenue per unit decreased 0.8% for the third quarter of fiscal 2003 while the revenue per unit increased 2.7% for the nine months compared to the same period in the prior year. Both period changes primarily were the result of shifts in product mix.

In fiscal 2003, third quarter gross profit was 22.2%, down from the fiscal 2002 third quarter gross profit of 25.8%. For the first nine months of fiscal 2003, gross profit was 24.2%, down from the previous year nine-month profit margin of 25.5%. Lower gross profit was the result of the combination of temporary operating inefficiencies at the beginning of the third quarter, higher labor and benefit costs, higher fixed costs associated with new capacity and higher distribution costs. The Company experienced operating inefficiencies during the first month of the quarter due to a temporary imbalance in material flows with the addition of new capacity. Labor costs increased due to higher crewing at the newer facilities and at the finishing operation in the Kingman, Arizona facility to support increased volumes. Benefit costs increased due to higher head count and general healthcare inflation. Overhead costs were higher due to depreciation and other fixed costs associated with the recent capital expansion program. Higher distribution costs were realized as favorable leverage on increased volume was more than offset by inefficiencies created by the imbalance in material flows during the first month of the quarter and rising fuel costs.

Selling and marketing expenses for the third quarter of fiscal 2003 were $13.3 million or 9.7% of net sales compared to $12.4 million or 10.1% of net sales for the third quarter of fiscal 2002. For the first nine months of fiscal 2003 selling and marketing expenses were $41.0 million or 9.8% of net sales, compared to $37.2 million or 10.2% over sales for the first nine months of fiscal 2002. The decrease as a percentage of sales in both periods was attributable to favorable leverage gained in merchandising and promotional expenses due to product mix and to cost containment efforts.

General and administrative expenses for the third quarter of fiscal 2003 were $5.8 million or 4.2% of net sales compared to $6.7 million or 5.4% of net sales for the third quarter of fiscal 2002. For the first nine months of fiscal 2003 general and administrative expenses were $18.7 million or 4.5% of net sales compared to $17.5 million or 4.8% of net sales in the first nine months of fiscal 2002. The decrease as a percentage of sales in both periods is due to favorable cost leverage created from increased sales dollars and decreases in expenses for certain pay-for-performance employee incentive programs.

Interest expense for the third quarter of fiscal 2003 was $222 thousand, and for the first nine months of fiscal 2003 was $305 thousand, compared to $102 thousand and $587 thousand for the respective prior periods of fiscal 2002. For the third quarter, the increase is due to additional interest expense on increased debt and a decrease in quarterly interest capitalized on construction projects. For the nine-month period, the decrease in interest expense is due to the higher capitalized interest realized as a result of the Company’s capital expansion program.

The Company’s combined federal and state effective income tax rate for the third quarter and first nine months of fiscal 2003 was 39.2% and 39.4%, respectively. For the same periods of fiscal 2002, the combined federal and state effective income tax rates were 39.5%.

The Company has two defined pension benefit plans. An actuarial valuation is prepared each fiscal year end to calculate the proper expense and liability of each plan. Taking into consideration the declining market value of the pension plan assets along with the anticipated lower discount rates to be used in the actuarial valuation, the Company may need to record an additional minimum pension liability at fiscal year end. An adjustment to the additional minimum pension liability would be shown in other comprehensive loss as a direct charge to stockholders’ equity with no effect on the results of operations.

Diluted earnings per share were $0.80 and $2.98 for the third quarter and first nine months of fiscal 2003, respectively, compared to $0.91 and $2.75 for the third quarter and first nine months of fiscal 2002, respectively.

New Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting of the Impairment or Disposal of Long-Lived Assets,” which addresses the financial accounting and reporting for the impairment or disposal of long-lived assets. The Company was required to adopt SFAS No. 144 as of May 1, 2002. The adoption of this statement had no impact on the Company’s financial position or results of operations.

Liquidity and Capital Resources

The Company’s operating activities generated $26.8 million in net cash during the first nine months of fiscal 2003 compared to $29.2 million net cash generated in the same period of fiscal 2002. The decrease in cash generated from operations over prior year was due primarily to the reduction in comparable cash provided from the change in inventories, a greater consumption of cash required for accounts payable and accrued compensation and related expenses, which were only partially offset by increases in net income and the provision for depreciation and amortization, an increase in deferred income taxes, as well as lower consumption of cash required for customer receivables and other assets. Changes in cash flow from accounts payable and customer receivables were due to seasonal activity and timing. Inventory changes are primarily due to new capacity. The change in other assets was due to lower promotional display activity. Depreciation and amortization expense increased as a result of the Company’s capital investment initiatives.

Capital spending during the first nine months of fiscal 2003 was $26.2 million as compared to $21.2 million in the same period of fiscal 2002, an increase of $5.0 million. Capital spending for fiscal 2003 was greater than fiscal 2002 as the Company completed its recent capacity expansion program. During the first nine months of fiscal 2003 the Company completed the new assembly facility in Tahlequah, Oklahoma and the new lumber processing facility in Hazard, Kentucky. Additionally, the expansion projects were completed at the assembly facility in Kingman, Arizona and at the lumber processing facility in Monticello, Kentucky. The Company expects that in order to support continued sales growth, it will be necessary to make nominal investments in plant, property and equipment during the remainder of fiscal 2003. The Company expects that its capital investment spending in the last quarter of fiscal year 2003 will be between $4 and $5 million.

Net cash used for financing activities was $2.7 million for the first nine months of fiscal 2003. The proceeds from long-term borrowings and the issuance of Common Stock were more than offset by scheduled payments of long term debt, repurchases of Common Stock and payments of dividends. In November 2002, the Company received a 15-year, $6.0 million loan from the Hazard, Kentucky Regional Authority in connection with the completion of the Hazard, Kentucky lumber processing facility. The loan bears a fixed 2% interest rate, requires annual principle and interest payments, and carries a $1.6 million payment due upon loan termination on November 13, 2017. The Company repurchased $5.7 million in common stock during the first nine months of fiscal 2003 compared to $3.2 million in the same period of fiscal 2002. All share repurchases were conducted under the authorizations granted by the Board of Directors in January 2001 and August 2002. Each authorization was for the repurchase of up to $10 million of company stock from time-to-time when, in the opinion of management, it presented an attractive return on investment for the shareholders. Cash dividends of $1.2 million were paid during the first nine months of fiscal 2003.

Cash flow from operations combined with accumulated cash on hand and available borrowing capacity is expected to be sufficient to meet forecasted working capital requirements, service existing debt obligations and fund capital expenditures for the remainder of fiscal 2003.

Legal Matters

The Company is involved in various suits and claims in the normal course of business that includes claims against the Company pending before the Equal Employment Opportunity Commission. Although management believes that such suits and EEOC claims are without merit and intends to vigorously contest them, the ultimate outcome of these matters cannot be determined at this time. In the opinion of management, after consultation with counsel, the ultimate liabilities and losses, if any, that may result from suits and claims involving the Company will not have any material adverse effect on the Company’s operating results or financial position.

Dividends Declared

On February 20, 2003, the Board of Directors approved a $.05 per share cash dividend on its Common Stock. The cash dividend will be paid on March 20, 2003, to shareholders of record on March 6, 2003.

Item 3. Quantitative and Qualitative Disclosures of Market Risk

The Company’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters.

The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations. Inflationary pressure and commodity price increases have been relatively modest over the past five years. The Company has generally been able over time to recover the effects of inflation and commodity price fluctuations through sales price increases.

On January 31, 2003, the Company had no material exposure to changes in interest rates for its debt agreements. All significant borrowings of the Company carry a fixed interest rate between 2% and 6%.

We participate in an industry that is subject to rapidly changing conditions. Forward-looking statements, contained in this Management’s Discussion and Analysis are based on current expectations, but there are numerous factors that could cause the Company to experience a decline in sales and/or earnings. These include (1) overall industry demand at reduced levels, (2) economic weakness in a specific channel of distribution, especially the home center industry, (3) the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor, (4) a sudden and significant rise in basic raw material costs, (5) a dramatic increase to the cost of diesel fuel, and/or transportation related services, (6) the need to respond to price or product initiatives launched by a competitor, (7) sales growth at a rate that outpaces the Company’s ability to install new capacity. While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a materially adverse impact on short-term operating results.

Item 4. Controls and Procedures

During the 90-day period prior to the date of this report, an evaluation was performed under the supervision and with the participation of Company management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the Securities and Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. Subsequent to the date of this evaluation, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls, and no corrective actions taken with regard to significant deficiencies or material weaknesses in such controls.

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

99.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (18 U.S.C. Section 1350). Filed herewith.

99.2		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (18 U.S.C. Section 1350). Filed herewith.

3.1		Articles of Incorporation as amended effective August 12, 1987. Filed herewith.

10.1		Loan Agreement between Perry, Harlan, Leslie, Brethitt Regional Industrial Authority, Inc. as of November 13, 2002. Filed herewith.

(b) Reports on Form 8-K.

The Company filed one Form 8-K on January 30, 2003 announcing updated third quarter earnings expectations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

								AMERICAN WOODMARK CORPORATION
								(Registrant)

		/s/ Dennis M. Nolan, Jr.						/s/ Kent B. Guichard
		Dennis M. Nolan, Jr.						Kent B. Guichard
		Corporate Controller						Senior Vice President, Finance and Chief Financial Officer

Date: March 13, 2003

Signing on behalf of the

registrant and as principal

accounting officer

Signing on behalf of the

registrant and as principal

financial officer

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, James J. Gosa, certify that:

I have reviewed this quarterly report on Form 10-Q of American Woodmark Corporation;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(i)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(ii)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(iii)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(i)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(ii)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ James J. Gosa

James J. Gosa

President and Chief Executive Officer

(Principal Executive Officer)

Date: March 13, 2003

I, Kent B. Guichard, certify that:

I have reviewed this quarterly report on Form 10-Q of American Woodmark Corporation;

(i)

(ii)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(iii)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

(i)

(ii)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

/s/ Kent B. Guichard

Kent B. Guichard

Senior Vice President, Finance and

Chief Financial Officer

(Principal Financial Officer)

Date: March 13, 2003

Exhibit 3.1

ARTICLES OF INCORPORATION

AMERICAN WOODMARKCORPORATION

Article I. Name . The name of the corporation is American Woodmark Corporation.

Article II. Purpose . The purpose of the corporation is to transact any or all lawful business not required to be stated in the articles of incorporation. The corporation shall have all powers not prohibited by law or required to be stated in the articles of incorporation.

Article III. Capital Stock .

A. Authorized Stock . The aggregate number of shares that the corporation shall have authority to issue and the par value per share are as follows:

Class

Number of

Par Value

Per Share

Preferred Stock

2,000,000

$1.00

Common Stock

20,000,000

no par value

B. Preferred Stock . The Board of Directors is authorized to issue the Preferred Stock from time to time in one or more series and to determine the relative rights and preferences of each series by the adoption of an amendment to these Articles of Incorporation fixing:

a. The maximum number of shares in a series and the designation of the series, which designation shall distinguish the shares thereof from the shares of any other series or class;

b. The rate of dividend, the time of payment, whether dividends shall be cumulative and if so, the dates from which they shall be cumulative, and the extent of participation rights, if any;

c. Any right to vote with holder of shares of any other series or class and any right to vote as a class, either generally or as a condition to specified corporate action;

d. The price at and the terms and conditions on which shares may be redeemed;

e. The amount payable upon shares in event of involuntary liquidation;

f. The amount payable upon shares in event of voluntary liquidation;

g. Sinking fund provisions for the redemption or purchase of shares;

h. The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion; and

i. Any other designations, rights, preferences or limitations that are now or hereafter permitted by the laws of the Commonwealth of Virginia and are not inconsistent with the provisions of this Section B.

Before the issuance of any shares of a series of the Preferred Stock the amendment to these Articles of Incorporation creating the series shall be set forth in articles of amendment filed with and made effective by the State Corporation Commission of Virginia, as required by law.

All shares of the Preferred Stock, regardless of series, shall be identical with each other in all respects except as otherwise provided in the description of the series.

C. Common Stock . The holders of outstanding shares of the Common Stock shall, to the exclusion of the holders of any other class of stock of the Corporation, have the sole and full power to vote for the election of directors and for all other purposes without limitation, except (i) as otherwise provided in the articles of amendment applicable to any series of the Preferred Stock, or (ii) as may be required by law. The holders of outstanding shares of the Common Stock shall be entitled to one vote on each matter to be voted upon by the stockholders for each share of the Common Stock which they hold.

D. Conversion of Outstanding Common Stock . Upon the effective date of this amendment to the Articles of Incorporation, each outstanding share of Common Stock, $l.00 par value, shall be immediately and automatically converted into one share of Common Stock, no par value.

Article IV. No Preemptive Rights . No holder of any share of capital stock of the corporation, whether now or hereafter authorized or outstanding, shall have any preemptive right to acquire any share of stock or other security that the corporation may determine to issue, whether the share of stock or other security to be issued is now or hereafter authorized.

Article V . Indemnification .

A. Definitions. For purposes of this Article the following definitions shall apply:

“Corporation” means this corporation only and no predecessor entity or other legal entity.

“Expenses” include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification.

“Liability” means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without 1imitation, any excise tax assessed with respect to an employee benefit plan.

“Legal Entity” means a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

“Predecessor Entity” means a legal entity the existence of which ceased upon its acquisition by the corporation in a merger or otherwise.

“Proceeding” means any threatened, pending, or comp1eted action, suit, proceeding or appea1 whether civil, criminal, administrative or investigative and whether formal or informal.

B. Indemnification of Directors and Officers . The corporation shall indemnify an individual who is, was or is threatened to be made a part to any proceeding (including a proceeding by or in the right of the corporation) because he is or was a director or officer of the corporation or because, whi1e a director or officer of the corporation, he is or was serving the corporation or any other legal entity in any capacity at the request of the

corporation against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses incurred because of his willful misconduct or knowing violation of the criminal law. Service as a director or officer of a subsidiary of the corporation shall be deemed service at the request of the corporation. The determination that indemnification under this Paragraph B is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made as provided by law; provided, however, that if a majority of the directors of the corporation has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the corporation shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from him to repay the same if it is ultimately determined that he is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to his ability to make repayment. The termination of proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make him ineligible for indemnification. The corporation is authorized to contract in advance to indemnify any of its directors or officers to the same extent as provided in this Paragraph.

C. Indemnification of Others . The corporation may, to a lesser extent or to the same extent that the corporation is required under Paragraph B to provide indemnification and make advances and reimbursements for expenses to its directors and officers, provide indemnification and make advances and reimbursements for expenses to its employees and agents, to the directors, officers, employees and agents of its subsidiaries and predecessor entities, and to any person serving any other legal entity in any capacity at the request of the corporation, and, if authorized by general or specific action of the Board of Directors, may contract in advance to do so. The determination that indemnification under this Paragraph C is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person’s rights under Paragraph B of this Article shall be limited by the provisions of this Paragraph C.

D. Miscellaneous . Every reference in this Article to persons who are or may be entitled to indemnification shall include all persons who formerly occupied any of the positions referred to and their respective heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the corporation. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the corporation and indemnification under policies of insurance purchased and maintained by the corporation or others. However, no person shall be entitled to indemnification by the corporation to the extent he is indemnified by another, including an insurer. The corporation is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the corporation or any other legal entity at the request of the corporation regardless of the corporation’s power to indemnify against such liability. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other

provisions or applications of this Article, and to this end the provisions of this Article are severable.

E. Application . The provisions of this Article shall apply to indemnification and advances and reimbursements for expenses after the date of this Article’s adoption, whether arising from conduct or events before or after such date. No amendment, modification or repeal of this Article shall diminish the rights provided hereunder with respect to any claim arising from conduct or events before the date of such amendment, modification or repeal.

Article VI. Transactions with Officers and Directors .

A. Approval of Contract . No contract or other transaction between the corporation and one or more of its officers or directors or in which one or more of its officers or directors are interested and no contract or other transaction between the corporation and any other corporation, firm association or entity in which one or more of its officers or directors are directors or officers or are interested shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors of the corporation or a committee thereof which authorizes, approves or ratifies such contract or transaction or because the votes of such director or directors are counted for such propose, provided that the material facts as to the relationship or interest are disclosed or known:

(i)

to the Board of Directors or committee, which authorizes, approves or ratifies the contract or transaction by a vote sufficient for the purpose without counting the votes of such interested directors; or

(ii)

to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.

B. Contract Fair and Reasonable . In any event, no contract or other transaction described in paragraph A of this Article shall be void or voidable despite failure to comply with parts (i) or (ii) of paragraph A provided that such contract or transaction was fair and reasonable to the corporation in view of all the facts known to any officer or director at the time such contract or transaction was entered into on behalf of the corporation. In an action to obtain relief for the corporation on account of a contract or other transaction described in paragraph A in which there was no compliance with parts (i) or (ii) of paragraph A, such contract or transaction may be avoided for the benefit of the corporation, and the court may grant other appropriate relief, unless the party seeking to uphold the contract or transaction sustains the burden of proving that such contract or transaction complied with the requirement of the first sentence of this paragraph B.

Article VII. Registered Office and Agent . The initial registered office is located at 1400 Ross Building in the City of Richmond, Virginia. The initial registered agent is R. Gordon Smith, whose business address is the same as the initial registered office, and who is a resident of Virginia and a member of the Virginia state Bar.

Article VIII. Board of Directors . The number of directors constituting the initial Board of Directors is four, and their names and addresses are:

Name		Address
William F. Brandt, Jr.		420 Marion Street
		Winchester. Virginia 22601

Jeffrey S. Holcomb		1117 Caroline Street
		Winchester, Virginia 22601

Donald P. Mathias		848 Cambridge Place
		Winchester, Virginia 22601

Richard A. Graber		601 Bellview Avenue
		Winchester, Virginia 22601

Except for the initial Board of Directors, the number of directors may be fixed by bylaw, or in the absence of such a bylaw, shall be four.

(The bylaws have fixed the number of directors at seven.)

Article IX. Limitation of Liability . In every instance permitted by the Virginia Stock Corporation Act, as it now exists or is hereafter amended (the “Act”), the liability to the corporation or its shareholders of an officer or director of the corporation for damages arising out of a single transaction, occurrence or course of conduct shall be limited to one dollar.

Exhibit 10.1

LOAN AGREEMENT

THIS LOAN AGREEMENT is dated as of November 13, 2002, by and among:

PERRY, HARLAN, LESLIE, BREATHITT REGIONAL

INDUSTRIAL AUTHORITY, INC.

A Kentucky corporation

917 Perry Park Road

Hazard, Kentucky 41701 (the “Authority”)

AMERICAN WOODMARK CORPORATION

A Virginia corporation

3102 Shawnee Drive

Winchester, Virginia 22601 (the “Borrower”)

Recitals

This Loan Agreement (the “Loan Agreement”) provides for a loan in the amount of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00) from the Authority to the Borrower, in accordance with the terms and conditions of that certain Multi-County Local Government Economic Development Fund Grant (the “LGEDF Grant”), approved by the Kentucky Economic Development Finance Authority (“KEDFA”) at its October 25, 2001, board meeting, and made to the Authority in its capacity as a regional industrial authority.

SECTION 1

Definitions

As used in this Agreement:

“Accountant” shall mean the certified public accountant or firm of certified public accountants acting as the Borrower’s accountant.

An “Affiliate” of, or a Person “Affiliated” with, a specified Person, is a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.

“DRD” shall mean the Department for Regional Development, Cabinet for Economic Development of the Commonwealth of Kentucky, its successors or assigns.

“Event of Default” shall mean the happening of any one or more of the events which constitute an event of default under Section 6 of this Loan Agreement.

-1-

“Full Time Equivalent Job” shall mean two thousand eighty (2080) hours worked by or paid to Kentucky residents employed by the Borrower per year; the total number of Full Time Equivalent Jobs shall be determined by taking the total number of hours worked by or paid to all Kentucky residents employed at the relevant site per year, divided by 2080.

“Grant Agreement” shall mean that certain LGEDF Grant Agreement by and between the Authority, the Borrower and KEDFA dated as of February 13, 2002, the terms and conditions of which are incorporated herein by reference, and an executed copy of which is attached hereto as Exhibit “C.”

“Loan” shall mean the loan in the principal amount of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00), from the Authority to the Borrower provided in Section 2 of this Loan Agreement, as evidenced by the Note attached as Exhibit “A” to this Agreement.

“Loan Documents” shall mean this Loan Agreement, the Note, the Mortgage and all other instruments or agreements related thereto.

“Mortgage” shall mean the first mortgage given to the Authority by Borrower on the Property, attached hereto as Exhibit “B” to this Loan Agreement.

“Note” shall mean the promissory note attached as Exhibit “A” to this Agreement, and shall include any renewal, replacement, extension or novation thereof.

“Person” shall mean any person, firm, trust, corporation or business organization.

“Project Site” shall mean the 30± acres of real property generally located in the Coalfields Regional Industrial Park, Perry County, Kentucky, together with all improvements and fixtures attached thereto, being the same property described and set forth in the Mortgage attached hereto as Exhibit “B”.

“Property” shall mean the real property described in the Mortgage, together with all improvements or fixtures attached thereto.

“Security Instruments” shall mean the Mortgage and all other instruments and rights securing the Note or Loan.

SECTION 2

The Loan

The Authority agrees to grant the Borrower the Loan in accordance with the terms and conditions of the Loan Documents, as follows:

2.1 Amount . The principal amount of the Loan shall be SIX MILLION AND NO/100 DOLLARS ($6,000,000.00), as evidenced by the Note attached hereto and made a part hereof as Exhibit “A”.

-2-

2.2 Interest . Interest shall accrue at the annual rate of TWO PERCENT (2.00%) on the principal amount of the Loan from time to time outstanding from the time of disbursement of the Loan proceeds under this Loan Agreement until the Loan has been fully repaid.

2.3 Installments of Principal and Interest . The form of repayment of the Loan and accrued interest thereon shall be dependent on Borrower’s level of compliance with the Jobs Requirement set forth in Section 4.13 hereinbelow. So long as Borrower remains in compliance with the Jobs Requirement, payments shall be due annually on the date and in the amounts set forth on the schedule attached to the Note as Exhibit 1, with the 15 ^th and final payment thereon, in the amount of any remaining outstanding principal and all accrued but unpaid interest, to be due and payable on November 13, 2017 (the “Maturity Date”). If the Borrower should at any point subsequent to the first three years of the Loan cease to be in compliance with the Jobs Requirement, then from that point forward payments shall be due annually on the date and in the amounts set forth on the schedule attached to the Note as Exhibit 2, which payment represents amortization of the original principal over fifteen (15) years at two percent (2.00%) interest, with the final payment being due on the Maturity Date in the amount of any remaining outstanding principal balance and all accrued but unpaid interest. Any payments made on the Note, whether from Exhibit 1 or Exhibit 2, shall be applied first to accrued interest and then to principal.

2.4 Prepayment . The Borrower shall have the right at any time without penalty to prepay the Note in whole or in part. Prepayments shall be applied first to accrued but unpaid interest, and then to installments of principal of the Loan in reverse order of their maturity. Prepayments shall not relieve the Borrower from the duty to make consecutive payments in the amount provided above, but shall operate to discharge the Borrower’s obligation at an earlier date.

2.5 Prepayment of Other Debts . The Borrower shall not, prior to their respective presently existing maturities, prepay any debts or liabilities of than the Loan, if the Borrower is then in default hereunder or if an Event of Default immediately thereafter would exist.

2.6 Late Charges . If the Borrower fails to pay any installment of principal or interest required under the Note within fifteen (15) days after the date such payment first becomes due, the Borrower shall pay to the Authority a late charge equal to five percent (5%) of such payment.

2.7 Disbursement . The proceeds of the Loan shall be disbursed upon completion of the building located on the Property and receipt of proof of completion, including receipt of a Certificate of Occupancy, if available, or, alternatively, a final inspection report from the appropriate authority, whichever is the later event to occur.

SECTION 3

Security

The Note and the Loan evidenced thereby are and shall be secured by and entitled to the benefits of all of the following:

-3-

3.1 Mortgage Interest in Real Property . The Note and Loan shall be secured by the first lien created pursuant to the Mortgage, attached hereto and made a part hereof as Exhibit “B” and incorporated herein by reference.

3.2 Condemnation Awards . As part security for the payment of the Note and Loan and the performance of the Borrower’s obligations under this Loan Agreement, the Borrower hereby assigns to the Authority all judgments, awards of damages or settlements hereafter made resulting from condemnation proceedings or in lieu of any taking of the Property or any part thereof under the power of eminent domain, or for any damage, whether caused by such taking or otherwise, to the Property or the improvements thereon or any part thereof, or to any streets appurtenant thereto, including any award for change of grade of streets. In the Event of a Default then outstanding, the Authority may apply all such sums or any part thereof so received after the payment of all of its expenses, including costs and attorneys’ fees, to payment of the Note in such manner as it may elect or, at its option, the entire amount or any part thereof so received may be released to the Borrower or other party entitled thereto as their interests may appear. Provided that no default shall then have occurred, the Borrower may retain and be under no obligation to turn over any of the condemnation proceeds to the Authority.

SECTION 4

General Covenants

The Borrower agrees that, until the principal of and all interest on the Note shall have been paid in full, the Borrower shall perform, observe and comply with each of the following:

4.1 Insurance . The Borrower shall maintain insurance as follows:

(a) Liability Insurance . The Borrower, at its own cost and expense, shall procure, maintain and carry in full force and effect general liability, public liability and workers’ compensation liability insurance with respect to their actions and operations to such extent, in such amounts and with such deductibles as are commonly carried by prudent businesses similarly situated, but in any event not less than $5,000,000.00 combined single limit per occurrence. The Borrower, at its own cost and expense, shall procure, maintain and carry in full force and effect property damage insurance in the amount of at least $5,000,000.00. Without limiting the foregoing, such insurance shall (i) insure against any liability for loss, injury, damage or claims caused by or arising out of or in connection with the operation of Borrower’s business including injury to or death of the Borrower’s employees, agents or any other persons and damage to or destruction of public or private property, and (ii) list the Authority on the policy as an additional insured.

(b) Physical Damage Insurance . The Borrower, at its own cost and expense, shall insure all of its properties to such extent, against such hazards (including, without limitation, fire, theft, extended coverage, vandalism and malicious mischief) in the amount of coverage and with such deductibles as are commonly carried by prudent businesses similarly situated, and in any event the amount of coverage with respect to the Property shall be the full insurable value of the Property on the basis of replacement cost, either without co-insurance requirements, or with coverage adequate to avoid co-insurance penalty. In no event shall the amount of the insurance

-4-

called for by this Subsection 4.1(b) be less than $6,000,000.00. Without limiting the foregoing, such insurance shall contain a standard mortgagee endorsement in favor of the Authority.

(c) Flood Insurance . The Borrower, at its own cost and expense, shall insure the Property by a policy of flood insurance in the maximum amount available if the Property is in an area which has been, or is at any time during the term of this Loan Agreement, identified by the Secretary of Housing and Urban Development (or a like successor agency) as having special flood or mud slide hazards, and in which area the sale of flood insurance has been made available under The National Flood Insurance Act of 1968. Without limiting the foregoing, such insurance shall (i) name the Authority as an additional insured, and expressly provide that all of the provisions thereof shall operate in the same manner as if there were a separate policy covering the Authority, and (ii) provide for payment of the proceeds as provided in the Mortgage. If the Property is not in the area identified as having special flood or mud slide hazards, Borrower shall provide evidence of same in the form of an engineer’s certificate to the Authority and, upon so doing, shall be considered to have sufficiently complied with this section.

(d) General Insurance Requirements .

(i) All insurance which the Borrower is required to maintain shall be satisfactory to the Authority in form, amount and insurer. Such insurance shall provide that any loss thereunder shall be payable notwithstanding any action, inaction, breach of warranty or condition, breach of declarations, misrepresentations or negligence of the Borrower. Each policy shall contain an agreement by the insurer that, notwithstanding lapse of a policy for any reason, or right of cancellation by the insurer or any cancellation by the Borrower, such policy shall continue in full force for the benefit of the Authority for at least thirty (30) days after written notice thereof to the Authority, except that such notice shall be ten (10) days for non-payment of premium, and no alteration in any such policy shall be made except upon thirty (30) days written notice of such proposed alteration to the Authority and written approval by the Authority. The Borrower shall provide the Authority with certificates evidencing its due compliance with the requirements of this Section 4.

(ii) Prior to the expiration date of any policy of insurance maintained pursuant to this Loan Agreement, the Borrower shall provide the Authority with a certificate of insurance evidencing the acquisition of a new policy, or an extension or renewal of an existing policy, evidencing the Borrower’s due compliance with this Section.

(iii) If the Borrower fails to acquire any policy of insurance to renew or replace any such policy at least ten (10) days prior to the expiration thereof, or fails to keep any such policy in full force and effect, the Authority shall have the option, but not the obligation to pay the premiums on any such policy of insurance or to take out new insurance in amount, type, coverage and terms satisfactory to the Authority. Any amounts paid therefor by the Authority shall be immediately due and payable to the Authority by the Borrower upon demand. No exercise by the Authority of such option shall in any way affect the provisions of this Loan Agreement, including the provision that failure by the Borrower to maintain the prescribed insurance shall constitute an Event of Default.

-5-

4.2 Mergers, Sales, Transfers, Redemptions and Other Dispositions of Assets or Dissolution . Borrower shall not, without the prior written consent of the Authority and the DRD (which consent shall not be unreasonably withheld):

(a) Sell, transfer or otherwise dispose of all or substantially all of its assets;

(b) Liquidate or dissolve or take any action with a view toward liquidation or dissolution;

(c) Lease as lessor, sell or otherwise transfer or dispose of all or any portion of its fixed assets, machinery and equipment having a value in excess of $250,000.00, other than obsolete equipment no longer usable in its business;

(d) Substantially cease Borrower’s business operations; or,

(e) Enter into any agreement for the assumption of the Loan.

4.3 Financial Statements and Business Records . The Borrower shall keep true and complete financial records in accordance with generally accepted accounting principles consistently applied, and keep business records in accordance with good business practices in the industry. Upon the Authority’s request and at reasonable times and places, the Borrower shall make its business records available to the Authority for inspection. During the term of the Loan, the Borrower shall furnish to the Authority Borrower’s audited annual financial statement, including, without limitation, balance sheets, statement of profit and loss, and application of funds, prepared by Ernst & Young, LLP, or another accounting firm reasonably satisfactory to the Authority.

4.4 Liens on Real Property . The Borrower shall not incur, create, assume or suffer to exist any mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of the real property described in the Mortgage except (a) the first mortgage granted to Authority, to be recorded in the Perry County Clerk’s Office (b) liens for real property taxes and assessments not yet due and payable and with respect to which no enforcement action is being taken or pursued, or if so taken or pursued, as to which the Borrower is contesting the same in good faith and having posted a bond protecting against the same in such form and amount and with such parties as may be approved by the Authority, or in lieu of the bond, having paid the amount in question prior to contesting the claim, thereby holding harmless the Authority, county and the Commonwealth; (c) easements, restrictions and stipulations of record as to use, improvement and occupancy of the Property; and (d) governmental laws and regulations affecting the Property.

4.5 Designation of Agent . The Borrower shall at all times be available to accept service or have a properly designated agent to accept service of process who is a resident of or has offices in the Commonwealth of Kentucky. The Borrower shall notify the Authority of any change in the name or address of such agent.

4.6 Taxes and Other Obligations . The Borrower shall pay, before any of them becomes in arrears, all taxes, assessments, governmental charges, levies and any other claims (for example, for labor, materials, or supplies) which, if unpaid, might become a lien or charge upon the Property or any other of the Borrower’s property, unless the Borrower is contesting the same in good faith

-6-

and has posted a bond protecting the same in such form and amount and with such parties as may be approved by the Authority, or in lieu of the bond, having paid the amount in question prior to contesting the claim, thereby holding harmless the Authority, county and the Commonwealth.

4.7 Use of Loan Proceeds . The proceeds of the Loan shall be used to reimburse costs incurred in the construction of the improvements located on the Property. The use of proceeds shall be consistent with the terms of the Grant Agreement and the Authority shall receive approval from DRD for Disbursement pursuant to Section 2.6 hereinabove.

4.8 Properties . The Borrower shall maintain its building and other fixed assets in good condition, subject only to normal wear and tear, and make all necessary and proper repairs, renewals and replacements, and shall comply with all material provisions of leases and other material agreements in order to prevent loss or forfeiture.

4.9 Title Search and Opinion .

(a) At its own expense, at or before the time the Loan is disbursed, the Borrower shall provide to the Authority a title opinion letter detailing a title search on the Property to be performed by Borrower’s attorney, stating that Borrower has a good and marketable title to the Property, subject only to such exceptions as may have been reviewed and accepted by the Authority.

(b) As soon as practicable after closing, Borrower’s attorney shall provide a supplemental title opinion letter reflecting that the Mortgage of the Authority has been filed of record and constitutes a first and prior lien against the Property.

(c) The Borrower shall furnish evidence satisfactory to the Authority that payment in full has been made for all labor and materials furnished in connection with the constructing of any improvements on the Property and all other services and work related thereto, and that no claim, lien or other right exists with reference to such labor and materials.

4.10 Corporate Existence . The Borrower shall preserve its corporate existence and shall be and remain qualified to do business in Kentucky and in all states in which it is required to be so qualified.

4.11 Compliance with Law . The Borrower shall comply in all material respects with all valid and applicable statutes, rules and regulations of the United States of America, of the States thereof and their counties, municipalities and other subdivisions and of any other jurisdiction applicable to them, and the provisions of licenses issued to it, except where (1) noncompliance in no way affects or impairs the security granted herein by Borrower to the Authority, or (2) the same shall be currently contested in good faith by appropriate proceedings, timely instituted, which shall operate to stay any order with respect to noncompliance.

4.12 No Change in Ownership or Control . The Borrower shall not cause or permit any material change in Management of the Borrower without prior written notice to and written consent of the Authority, which consent shall not be unreasonably withheld. For purposes of this section,

-7-

“Management of the Borrower” shall mean the Chairman of the Board, President, and Chief Financial Officer.

4.13 Employment . Borrower shall create two hundred sixty (260) new Full Time Equivalent Jobs at the Project Site within three (3) years of the date of occupancy. Borrower shall maintain, on the average, no less than two hundred (200) Full Time Equivalent Jobs at the Project Site throughout the term of the Loan. Borrower understands and agrees that the Full Time Equivalent Jobs described above shall be in addition to its workforce maintained at its Monticello, Kentucky, facility, and shall certify that the baseline number of jobs at the Monticello facility is 383 as of the date herein written above. Failure to maintain said Full Time Equivalent Jobs as hereinbefore provided shall result in a change in the repayment conditions of the Note, said change being more particularly set forth in Section 2.3 hereinabove. The Cabinet for Economic Development shall be responsible for monitoring the Borrower’s level of compliance with the Jobs Requirement by virtue of that certain Waiver and Authorization of Employment Information executed by Borrower in connection with the LGEDF Grant. If at any time after the three year period referenced herein has elapsed, it is determined by the Cabinet for Economic Development that the employment conditions contained herein have not been met, then at such time, the Cabinet for Economic Development shall notify the Authority and the Borrower that payments due under the Note shall revert from the Exhibit 1 schedule to the Exhibit 2 schedule, as is more particularly described in the Note and in Section 2.3 hereinabove.

4.14 Project Completion . Prior to closing, Borrower shall provide a Certificate of Occupancy, or, if not available, a final inspection report of the building improvements from the appropriate local authority showing that the improvements are complete and ready for occupancy by Borrower.

SECTION 5

Representations and Warranties

The Borrower hereby represents and warrants to the Authority as follows (which warranties and representations shall be deemed to survive the execution of this Loan Agreement):

5.1 Existence . The Borrower is a duly organized and validly existing corporation under the laws of the Commonwealth of Virginia, qualified to do business in Kentucky.

5.2 Right to Act . The Borrower has the legal power, capacity and right to execute and deliver all of the Loan Documents, and to observe and perform all of the provisions of the Loan Documents. The Borrower’s execution and delivery of the Loan Documents and its performance or observance of the provisions of the Loan Documents do not and will not violate any existing provisions in Borrower’s Articles of Incorporation or By-Laws or any law applicable to Borrower or otherwise constitute a default or a violation under, or result in the imposition of any lien under, or conflict with, or result in any breach of any of the provisions of, any existing material contract or other obligation binding Borrower, with or without the passage of time or the giving of notice or both. The officer executing and delivering the Loan Documents on behalf of the Borrower has been duly authorized to do so, and the Loan Documents referred to herein are legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms.

-8-

5.3 Litigation and Taxes . No litigation or proceeding involving the Borrower is pending or threatened in any court or administrative agency, except as disclosed in Counsel’s Opinion as required by §8.5 herein. Said litigation, if determined adversely to Borrower, will not have a material adverse impact on Borrower’s financial condition or otherwise impair its ability to honor the commitments made herein. The Borrower is not in default in the payment of any tax, nor is any assessment threatened in respect thereof (other than the assessment of ad valorem property taxes not yet due and payable), and Borrower has timely filed all federal, state and local tax returns and has paid all taxes required to be paid therewith.

5.4 Financial Statements . Any of the Borrower’s financial statements, heretofore furnished to the Authority, are true and complete, have been prepared in accordance with generally accepted accounting principles, omit no material contingent liabilities of any kind that are not disclosed or otherwise reflected therein, and fairly present their respective financial conditions as of their dates and the results of the Borrower’s operations for the fiscal period then ending. Since the date of their preparation, there has been no material adverse change in the Borrower’s financial condition, property or business.

5.5 Default . No Event of Default exists under this Loan Agreement, nor will any such default begin to exist immediately after the execution and delivery hereof.

5.6 No Liens on Real Property . The Borrower owns good and marketable title to the real property described in the Mortgage and it is free from any mortgages, liens, charges or other encumbrances of any nature whatsoever except those liens set forth and described in Section 4.4 herein.

5.7 Hazardous Materials .

(a) Borrower represents and warrants that no Hazardous Materials exist on, under or about the Property or, to the best of Borrower’s knowledge, have been transported to or from the Property or used, generated, manufactured, stored or disposed of on, under or about the Property, except in full compliance with applicable laws, and the Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or the environmental conditions on, under or about the Property, including, without limitation, soil and groundwater conditions. Hazardous Materials shall include: (i) oil, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other materials or pollutants which pose a hazard to the Property or to persons on or about the Property, cause the Property to be in violation of any local, state or federal law or regulation, or are defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, or “toxic substances” or words of similar import under any applicable local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto, including, but not limited to: (A) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq.; (B) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq.; (C) the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901, et seq.; and (D) regulations adopted and publications promulgated pursuant to the aforesaid laws; (ii) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyl in excess of fifty (50) parts per

-9-

million; and (iii) any other chemical, material or substances, exposure to which is prohibited, limited or regulated by any governmental authority or may or could pose a hazard to the health and safety of the occupants of the Property or the owners and/or occupants of property adjacent to or surrounding the Property.

(b) Borrower shall, at its sole cost and expense, prevent the imposition of any lien against the Property for the cleanup of any Hazardous Material, and shall comply and cause (i) all tenants under any lease or occupancy agreement affecting any portion of the Property, and (ii) any other person or entity on or occupying the Property, to comply with all federal, state and local laws, regulations, rules ordinances and policies concerning the environment, health and safety and relating to the use, handling, production, disposal, discharge and storage of Hazardous Materials in, or about the Property.

(c) Borrower shall promptly take any and all necessary remedial action in response to the presence, storage, use, disposal, transportation or discharge of any Hazardous Materials on, under or about the Property. In the event Borrower undertakes any remedial action with respect to any Hazardous Materials on, under or about the property, Borrower shall immediately notify Authority of any such remedial action, and shall conduct and complete such remedial action (A) in compliance with all applicable federal, state and local laws, regulations, rules, ordinances and policies, (B) to the satisfaction of Authority, and (C) in accordance with the orders and directives of all federal, state and local governmental authorities.

(d) Borrower shall protect, indemnify and hold Authority, its directors, officers, employees and agents, and any successors to Authority’s interest in the Property, harmless from and against any and all claims, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, awards, costs and expenses (including, without limitation, attorney fees and costs and expenses of investigation) which arise out of or relate in any way to any use, handling, production, transportation, disposal or storage of any Hazardous Materials in the course of Borrower’s business operations, including, without limitation: (i) all foreseeable and all unforeseeable consequential damages directly or indirectly arising out of (A) the use, generation, storage, discharge or disposal of Hazardous Materials by Borrower, or any person or entity on or about the Property under the control of Borrower, or (B) any residual contamination affecting any natural resource or the environment, and (ii) the costs of any required or necessary repair, cleanup, or detoxification of the Property and the preparation of any closure or other required plans (all such costs, damages, and expenses referred to in this Paragraph (d) hereafter referred to as “Expenses”). In addition, Borrower agrees that in the event any Hazardous Material is caused to be removed from the Property by Borrower, Authority, or any other person or entity, the number assigned by the Environmental Protection Agency to such Hazardous Material shall be solely in the name of Borrower and Borrower shall assume any and all liability for such removed Hazardous Material. In the event Authority pays any Expenses, such Expenses shall be additional indebtedness secured hereby and shall become immediately due and payable without notice and with interest thereon at the default rate specified in the Note.

(e) Borrower shall pay or reimburse Authority for any and all loss, cost, damage and expenses (including, without limitation, attorneys’ fees and costs incurred in the investigation, defense and settlement of claims) that Authority may incur as a result of or in connection with the assertion against Authority of any claims relating to the presence or removal of any hazardous

-10-

material, or compliance with any federal, state or local laws, rules, regulations or order relating thereto, and the amount(s) thereof shall be additional indebtedness secured hereby and by the Security Instruments and shall become immediately due and payable without notice and with interest thereon at the default rate specified in the Note.

SECTION 6

Events of Default

Each of the following shall constitute an Event of Default under this Loan Agreement:

6.1 Payments . The failure of the Borrower to make payments of principal or interest under the Note or this Loan Agreement when same shall be due and payable and the continuation of such failure for fifteen (15) days after such payment is due.

6.2 Covenants and Agreement . If the Borrower violates, fails or omit to performs or observe any covenant, agreement, condition or other provision contained or referred to in, or any default occurs under, the Loan Documents, and such failure or omission shall not have been fully corrected within thirty (30) days (or such shorter grace period as may be provided in the particular instrument for the particular default) after the Authority has given written notice thereof to the Borrower and the Guarantor.

6.3 Accuracy of Statements . If any representation, warranty or other statement of fact contained herein, or in any of the other Loan Documents or in any writing, certificate, report or statement at any time furnished to the Authority pursuant to or in connection with this Loan Agreement or otherwise shall be materially false or misleading in any respect or shall omit a material fact whether or not made with knowledge of same.

6.4 Adverse Financial Change . If there should be any material adverse change in the financial condition of the Borrower, as determined in the Authority’s reasonable discretion, from their financial condition as shown on any financial statement supplied to the Authority as referred to in subsections 4.3 or 5.4 hereof, and such adverse change is not fully corrected to the Authority’s satisfaction within ten (10) days after written notice with respect thereto from the Authority.

6.5 Dissolution or Termination of Existence . If the Borrower or any person, firm or corporation affiliated with Borrower take any action that is intended to result in Borrower’s termination, dissolution or liquidation.

6.6 Solvency .

(a) If the Borrower shall (i) be adjudicated bankrupt, (ii) admit in writing its inability to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, or (iv) file a petition, or admit (by answer, default or otherwise) the material allegations of any petition filed against him or it, in bankruptcy under the federal bankruptcy laws (as in effect on the date this Loan Agreement, or as they may be amended from time to time), or under any other law for the relief of debtors, or for the discharge, arrangement or compromise of their debts.

-11-

(b) If a petition shall have been filed against the Borrower in proceedings under the federal bankruptcy laws (in effect on the day of this Loan Agreement, or as they may be amended from time to time) or under any other laws for the relief of debtors, or for the discharge, arrangement or compromise of their debts, or any order shall be entered by any court of competent jurisdiction appointing a receiver trustee or liquidator of all or part of Borrower’s assets, and such petition or order is not dismissed or stayed within thirty (30) consecutive days after entry thereof.

6.7 Other Defaults . If any event would give another Person the right to accelerate payments of indebtedness or to proceed against the Property.

SECTION 7

Remedies Upon Default

Notwithstanding any contrary provisions or inference herein or elsewhere:

7.1 Rights Under Security Instruments . If any Event of Default shall occur, the Authority shall also have the rights and remedies granted it under any and all of the Loan Documents and Security Instruments securing or intended to secure the Loan and the Note.

7.2 Exercise of Remedies . The rights and remedies of the Authority shall be deemed to be cumulative and shall be in addition to all those rights and remedies afforded to the Authority at law or in equity. Any exercise of any rights or remedies shall not be deemed to be an election of that right or remedy to the exclusion of any other right or remedy.

SECTION 8

Conditions Precedent and Compliance Agreement

8.1 Conditions Precedent . The Authority’s obligation to make a Loan shall be conditioned upon the fulfillment of the following conditions prior to the making of such Loan:

(a) Representations, Warranties and Covenants . Each and every representation, warranty and covenant made by or on behalf of the Borrower in its application to the DRD or relating to any of the Loan Documents or instruments or transactions contemplated thereby shall be true, complete and correct on and as of the date the Loan is made.

(b) No Defaults . There shall exist no Event of Default and no event which, with the giving of any notice or the passage of any period of time, constitutes an Event of Default.

(d) Recordings . The Mortgage and any other documents or instruments as the Authority may request have been executed and delivered by the Borrower and filed or recorded in such public offices as the Authority may request to secure the Loan.

-12-

(e) Counsel Opinion . The Borrower shall have delivered to the Authority an opinion of the Borrower’s counsel in form and substance satisfactory to the Authority and its counsel with respect to such matters as the Authority may reasonably require, in a form substantially similar to Exhibit “D” attached hereto.

8.2 Compliance Agreement . If upon the execution of this Loan Agreement and related documents by all parties hereto, one or more conditions precedent (as may be established by the Authority in its discretion, and with approval of DRD) to the obligation of the Authority to fund the Loan have not been fulfilled to the satisfaction of the Authority, the parties hereto may execute a compliance agreement reflecting any unfulfilled conditions precedent and a time limit, acceptable to the Authority in its sole discretion, within which such conditions precedent must be fulfilled to the satisfaction of the Authority. In the event any one or more conditions precedent set out in the compliance agreement are not fulfilled within the time period specified, such failure shall constitute an Event of Default under this Loan Agreement.

SECTION 9

Interpretation

9.1 No Waivers; Multiple Exercise of Rights . No course of dealing in respect of, nor any omission or delay in the exercise of, any right, power, remedy or privilege by the Authority shall operate as a waiver thereof, nor shall any right, power, remedy or privilege of the Authority be exclusive of any other right, power, remedy or privilege referred to herein or in any related document now or hereafter available at law, in equity, in bankruptcy, by statute or otherwise. Each such right, power, remedy or privilege may be exercised by the Authority, and as often and in such order as the Authority may deem expedient.

9.2 Time of the Essence . Time shall be of the essence in the performance of all the Borrower’s obligations under the Loan Documents and the other instruments related hereto.

9.3 Binding Effect . The provisions of this Loan Agreement shall bind and benefit the Borrower and the Authority and their respective successors, heirs and assigns, including each subsequent holder, if any, of the Note.

9.4 Headings . The headings used in this Loan Agreement are for reference only, and shall not be considered in the interpretation or construction of this Loan Agreement.

9.5 Governing Law . The Loan Documents and the respective rights and obligations of the parties hereto shall be construed in accordance with and governed by the laws of the Commonwealth of Kentucky.

9.6 Complete Agreement . This Loan Agreement and the other instruments referred to herein, including without limitation the Grant Agreement, contain the entire agreement of the parties pertaining to its subject matter and supersede all prior written and oral agreements pertaining hereto.

-13-

9.7 No Assignments or Modifications . The Borrower may not assign its rights and obligations under this Loan Agreement to any other party. This Loan Agreement may be modified only in a writing executed by the Authority and the Borrower.

9.8 Severability . If any part, term or provision of this Loan Agreement is held by any court to be unenforceable or prohibited by any law applicable to this Loan Agreement, the rights and obligations of the parties shall be construed and enforced with that part, term or provision limited so as to make it enforceable to the greatest extent allowed by law, or, if it is totally unenforceable, as if this Loan Agreement did not contain that particular part, term or provision.

SECTION 10

Notices

Any notice required or permitted to be given under this Loan Agreement shall be in writing and shall be deemed sufficiently given for all purposes if sent by registered mail, postage pre-paid and return receipt requested, addressed to the intended recipient at (a) the address set forth in the preamble to this Loan Agreement, or (b) such other address which any party hereto may specify by written notice to the other parties hereto.

SECTION 11

Survival of Covenants, Agreements,

Warranties and Representations

All covenants, agreements, warranties and representations made by the Borrower herein shall survive the making of the Loan and the execution and delivery of the Loan Documents and all Security Instruments, until the Loan and all accrued and unpaid interest and other fees and expenses as provided for in this Loan Agreement have been paid in full by the Borrower.

SECTION 12

Fees and Expenses

If any Event of Default shall occur under the Loan Documents or the Security Instruments, the Borrower shall pay to the Authority, to the extent allowable by applicable law, such amounts as shall be sufficient to reimburse the Authority fully for all of its costs and expenses incurred in enforcing its rights and remedies under the Loan Documents or Security Instruments, including without limitation the Authority’s reasonable attorneys’ fees and court costs. Such amounts shall be deemed evidenced by the Note and secured by all the Security Instruments.

SECTION 13

Miscellaneous Provisions

13.1 Term of Loan Agreement . The term of this Loan Agreement shall commence as of the date hereof, and continue until the first date on which the Loan and all accrued but unpaid

-14-

interest thereon shall have been paid in full and the Borrower shall have paid or performed all its other obligations hereunder.

13.2 Further Assurances . The Borrower shall sign such other documents or instruments as the Authority may request from time to time to more fully create, perfect, continue, maintain or terminate the rights and security interests intended to be granted or created pursuant to the Loan Documents or the Security Instruments.

13.3 Incorporation by Reference . All exhibits, schedules, annexes or other attachments to this Loan Agreement are incorporated into the Loan Agreement as if set out in full in the first place that reference is made thereto.

13.4 Multiple Counterparts . This Loan Agreement may be signed by each party upon a separate copy, and in such case one counterpart of this Loan Agreement shall consist of a sufficient number of such copies to reflect the signature of each party.

13.5 Waivers by the Borrower . The Borrower hereby waives, to the extent permitted by applicable law, (a) all presentments, demands for performance, notices of nonperformance, protests, notices of protest and notices of dishonor in connection with the Note; (b) any requirement of diligence or promptness on the part of the Authority in enforcement of its rights under the provisions of the Loan Documents or the Security Instruments; and (c) any requirement of marshaling assets or proceeding against persons or assets in any particular order.

IN WITNESS WHEREOF, the Authority and the Borrower have executed this Loan Agreement as of the day, month and year first above written.

PERRY, HARLAN, LESLIE, BREATHITT REGIONAL

INDUSTRIAL AUTHORITY, INC.


By:

Title:

AMERICAN WOODMARK CORPORATION


By:

Title:

-15-

PROMISSORY NOTE

$6,000,000.00		November 13, 2002
		Hazard, Kentucky

FOR VALUE RECEIVED , AMERICAN WOODMARK CORPORATION , a Virginia corporation, 3102 Shawnee Drive, Winchester, Virginia, 22601 (“Borrower”), promises to pay to the order of PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC . at its principal office at 917 Perry Park Road, Hazard, Kentucky, 41701 (the “Authority”), the principal sum of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00) together with interest on the principal of this Note from time to time outstanding at the annual rate of TWO PERCENT (2.00%) . Interest on this Note shall accrue from the date of this Note until the entire principal balance of and all accrued interest on this Note have been paid in full.

This Note shall be repaid in fifteen (15) consecutive annual payments of principal and interest. The form of repayment of the Loan and accrued interest thereon shall be dependent on Borrower’s level of compliance with the Jobs Requirement set forth in Section 4.13 of the Loan Agreement. So long as Borrower remains in compliance with the Jobs Requirement, payments shall be due annually on the date and in the amounts set forth on the schedule attached hereto as Exhibit 1, with the 15 ^th and final payment thereon, in the amount of any remaining outstanding principal and all accrued but unpaid interest, to be due and payable on November 13 , 201 7 (the “Maturity Date”). If the Borrower should at any point subsequent to the first three years of the Loan cease to be in compliance with the Jobs Requirement, then from that point forward payments shall be due annually on the date and in the amounts set forth on the schedule attached hereto as Exhibit 2, which payment represents amortization of the original principal over fifteen (15) years at two percent (2.00%) interest, with the final payment being due on the Maturity Date in the amount of any remaining outstanding principal balance and all accrued but unpaid interest. Any payments made on this Note, whether from Exhibit 1 or Exhibit 2, shall be applied first to accrued interest and then to principal

The Borrower shall have the right at any time without penalty to prepay the Note in whole or in part. Prepayments shall be applied first to accrued but unpaid interest, and then to outstanding principal. Prepayments shall not relieve the Borrower from the duty to make consecutive payments in the amount provided above, but shall operate to discharge the Borrower’s obligation at an earlier date.

This Note is issued pursuant to a loan agreement (the “Loan Agreement”) of even date herewith by and among the Authority and the Borrower.

The occurrence of an “Event of Default” (as defined in the Loan Agreement) shall be a default under this Note. Upon any default under this Note, the holder of this Note may, at its option, declare the entire unpaid balance of, and all accrued interest on, this Note to be immediately due and payable. Should the Borrower fail to pay any demand made by the Authority upon any

-1-

default within thirty (30) days from the date the Borrower receives notice of such demand, a late fee of One Thousand Dollars ($1,000.00) per day such demand goes unpaid shall be added to the unpaid balance owed by the Borrower to the Authority.

This Note is secured by a mortgage (“Mortgage”) on real property more particularly described therein. The holder of this Note is entitled to the rights and security in such Mortgage, more fully described therein and in the Loan Agreement. The holder hereof assents to the provisions of the Loan Agreement.

Failure of the holder of this Note to exercise any of its rights and remedies shall not constitute a waiver of any provision of this Note or of the Loan Agreement, or of any of such holder’s rights and remedies, nor shall it prevent the holder from exercising any rights or remedies with respect to the subsequent happening of the same or similar occurrences. All remedies of the holder hereof shall be cumulative to the greatest extent permitted by law. Time shall be of the essence in the payment of all payments of interest and principal on this Note.

If there is any default under this Note, and this Note is placed in the hands of an attorney for collection, or is collected through any court, including any bankruptcy court, the Borrower promises to pay to the order of the holder hereof such holder’s reasonable attorney’s fees and court costs incurred in collecting or attempting to collect or securing or attempting to secure this Note or enforcing the holder’s rights with respect to any collateral securing this Note, to the extent allowed by the laws of the Commonwealth of Kentucky, or any state in which any collateral for this Note is situated and to the extent such fees and costs are actually paid or agreed to be paid by the holder of this Note, except such fees as are paid to a salaried employee of the holder of this Note.

This Note has been delivered in, and shall be governed by and construed in accordance with, the laws of the Commonwealth of Kentucky.

Except as provided herein, the Borrower of this Note waives presentment, demand, notice of dishonor, protest, notice of protest, notice of nonpayment or nonacceptance and any other notice and all due diligence or promptness that may otherwise be required by law, and all exemptions to which the Borrower now or hereafter may be entitled under the laws of the Commonwealth of Kentucky, or of the United States of America or any state thereof. The holder of this Note may, with or without notice to any party, and without affecting the obligations of any maker, surety, guarantor, endorser, accommodation party or any other party to this Note, and without limitation, (1) extend the time for payment of either principal or interest from time to time, (2) release or discharge any one or more parties liable on this Note, (3) suspend the right to enforce this Note with respect to any persons, (4) change, exchange or release any property in which the Authority has any interest securing this Note, and (5) suspend the right to enforce against any such collateral.

IN WITNESS WHEREOF, the Borrower has executed this Note on the day and year first above written.

-2-

BORROWER: AMERICAN WOODMARK CORPORATION

By:

Title:

-3-

MORTGAGE

THIS MORTGAGE is executed by the hereafter named Mortgagor this 13 day of November 13, 2002, by and among

AMERICAN WOODMARK CORPORATION
A Virginia corporation
3102 Shawnee Drive
Winchester, Virginia, 22601		(“Mortgagor”)

and

PERRY, HARLAN, LESLIE, BREATHITT
REGIONAL INDUSTRIAL AUTHORITY, INC.,
A Kentucky corporation
917 Perry Park Road
Hazard, Perry County, Kentucky, 41701		(“Mortgagee”)

For the purpose of securing the payment of the indebtedness herein mentioned and securing the fulfillment of all the covenants and conditions hereinafter contained, Mortgagor hereby conveys all of its rights, title and interest to Mortgagee with covenant of GENERAL WARRANTY the property located in Perry County, Kentucky, more particularly described on Exhibit “A” attached hereto and made a part hereof, together with the buildings and improvements erected thereon, or hereafter erected thereon, and the rights, privileges and appurtenances thereto belonging or in any way appertaining, and all fixtures, movable and immovable, on or about the property, including all heating, plumbing, air conditioning and lighting fixtures and appliances now or hereafter on or affixed to the property, together with the rents, issues and profits therefrom (the “Property”), such additional interests being further described hereinbelow.

TO HAVE AND TO HOLD the same unto Mortgagee, its successors and assigns forever.

Mortgagor is justly indebted to Mortgagee for borrowed money in the principal sum of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00), evidenced by a Promissory Note (the “Note”) of even date herewith, with interest thereon as provided therein, executed and delivered by Mortgagor to the order of Mortgagee, with principal and interest payable as stated therein, and with other provisions and obligations, all of which are incorporated herein by reference. The Note bears a final maturity date of November 13 , 201 7 .

Mortgagor covenants lawful seizin of the Property, full right and power to mortgage and convey the same, and that the same is free from all liens and encumbrances except (i) this first mortgage in favor of the Authority; (ii) restrictions and stipulations of record as to use, improvement and occupancy of the Property; (iii) governmental laws and regulations affecting the Property; (iv) liens for real property taxes and assessments not yet due and payable; and, the exceptions to the Property described in Exhibit “B” attached hereto and made a part hereof.

-1-

Mortgagor further covenants that it has good and marketable title to the same and that this Mortgage is and shall be a valid first lien against the Property.

Mortgagor, in order to more fully protect the security of this Mortgage, covenants and agrees as follows:

1. To pay the Note and interest thereon when due.

2. To pay, when due, all taxes and assessments of every type and nature levied or assessed against the Property or any interest therein or any part thereof, and any claim, lien or encumbrance against the Property which may be or become prior to the lien of this Mortgage, and if requested by Mortgagee, to deliver or exhibit receipts therefor to Mortgagee at least fifteen (15) days before the same shall become delinquent.

3. To keep the improvements now existing or hereafter erected on the Property insured according to the terms and conditions of the Loan Agreement of even date between Mortgagor, as Borrower, and Mortgagee, as Authority (the “Loan Agreement”). In the event of loss, Mortgagor shall give immediate notice by certified mail, return receipt requested, to Mortgagee, and Mortgagee may make proof of loss if not made promptly by Mortgagor; and the insurance proceeds, or any part thereof, shall be applied to the Mortgagee or Mortgagor as provided in the Loan Agreement. In the event of foreclosure of this Mortgage, or other transfer of title to the Property in extinguishment of the debt secured hereby, all right, title and interest of Mortgagor in and to any insurance policies then in force shall pass to the purchaser or grantee.

4. Mortgagor represents and warrants that no Hazardous Materials exist on, under or about the Property or, to the best of Mortgagor’s knowledge after diligent inquiry, have been transported to or from the Property or used, generated, manufactured, stored or disposed of on, under or about the Property, except in full compliance with any applicable laws, and the Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or the environmental conditions on, under or about the Property, including, without limitation, soil and groundwater conditions, as more particularly set forth in the Loan Agreement, the terms of which are incorporated herein by reference.

5. That Mortgagor: (a) will maintain the Property in good condition and repair; (b) will not commit or suffer waste thereof; (c) will comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the Property, and will not suffer or permit any violation thereof; and (d) will not remove, demolish or alter the design or structural character of any building now or hereafter erected on the Property unless Mortgagee shall first consent thereto in writing.

6. If Mortgagor fails to maintain the insurance provided for herein or to keep the policy or policies therefor deposited with Mortgagee, or to pay the cost thereof, or to pay taxes and assessments, or to promptly make repairs and replacements, then Mortgagee may, at its option, procure and pay for such insurance, pay such taxes or assessments, or cause such repairs or replacements to be effected, and the money so advanced by Mortgagee, with interest thereon at the

-2-

maximum legal rate of interest, payable monthly, shall be paid by Mortgagor to Mortgagee on demand, and such advances shall be secured by this Mortgage and the lien therefor shall be deemed equal in dignity to the lien securing the other indebtedness hereby secured.

7. If Mortgagor fails: (a) to pay any installment of principal or interest provided for in the Note when the same shall be due and the continuation of such failure to pay for fifteen (15) days after such due date, thereby constituting an Event of Default under the provisions of Section 6.1 of the Loan Agreement; or (b) to pay taxes or assessments when due; or (c) to keep the improvements now existing or hereafter erected on the Property insured against loss or damage as provided herein or to pay the premiums for such insurance when they become due; or (d) to keep the Property in good condition and repair; or (e) to keep or perform any covenant or stipulation of this Mortgage; or (f) if proceedings are instituted involving title to the Property or any part thereof, including the foreclosure of any mortgage or any other lien against the Property; or (g) if Mortgagor is adjudged bankrupt in either voluntary or involuntary proceedings; then in any of such case, Mortgagee may declare the whole indebtedness secured hereby to be at once due and payable, and forthwith proceed to collect the same and to enforce this Mortgage by suit or otherwise; and in any of such cases Mortgagee may enter on the Property, collect the rents, issues and profits therefrom, and after paying all expenses of such conditions, and a reasonable compensation for itself, apply the money collected to the satisfaction of the indebtedness hereby secured. In any of such events of default herein mentioned, Mortgagee may, at its option, apply to any court of competent jurisdiction for the appointment of a receiver of the Property to manage the same and to collect the rents, issues and profits therefrom, and after deducting the costs and expenses of such receivership and a reasonable compensation for the receiver’s services, apply the remainder of such rent, issues and profits so received to the satisfaction of the indebtedness hereby secured. It is further agreed that the grounds for the appointment of a receiver herein set out shall be in addition to and not in limitation of the statutory remedy of receivership and may be invoked either in aid of or without proceeding for the foreclosure and sale of the Property. Mortgagor agrees to pay for the foreclosure and sale of the Property. Mortgagor agrees to pay to Mortgagee reasonable attorney fees incurred by Mortgagee in the event of a default hereunder to the extent such fees are actually paid or agreed to be paid by Mortgagee, except such fees as are paid by Mortgagee to a salaried employee of Mortgagee. This Mortgage shall secure payment to Mortgagee by Mortgagor of such fees.

8. No delay by Mortgagee in the exercise of any of its rights or remedies hereunder, or otherwise afforded by law, shall operate as a waiver thereof, or preclude the exercise thereof during the continuance of any default hereunder. An express waiver of any obligation of Mortgagor shall not at any time thereafter be held to be a waiver of any of the terms or conditions of this Mortgage except as specified in the express waiver, and that only for the time and to the extent stated in the express waiver.

9. With respect to all or any part of the Property, or any legal or equitable interest therein, the Mortgagor, or any successor in interest to the Mortgagor, shall not (i) sell, (ii) convey, (iii) transfer, (iv) lease for more than one year, except as specifically permitted in the Loan Agreement, (v) lease with option to purchase, or (vi) enter into a contract for deed or bond for deed (all of the foregoing being hereinafter referred to as “Transfer” or “Transferred”) without the prior written consent of Mortgagee. Such consent may be conditioned on such modifications of this Mortgage and the indebtedness which it secures as Mortgagee may deem necessary at the time of

-3-

such consent, including, without limitation, changing the interest rate applicable to said loan for the remaining term of the loan, and the proposed purchaser or transferee of the Property meeting the then existing standards of credit and financial responsibility required of Mortgagor by Mortgagee. If the Property is Transferred with written consent of Mortgagee, the purchaser or transferee shall assume the balance then owing on the indebtedness and all of the obligations relating thereto (including any modifications that may be conditions for Mortgagee’s consent to the Transfer) and shall pay to Mortgagee such transfer fee as is required by Mortgagee at the time of the Transfer. The Mortgagee may declare the entire debt secured hereby immediately due and payable and enforce this Mortgage, without notice to Mortgagor, in the event the Property is Transferred without the written consent of Mortgagee or the purchaser declines to assume the indebtedness secured by this Mortgage as herein provided. If title to the Property or any part thereof or any interest therein is Transferred with or without Mortgagee’s written consent, such Transfer shall not operate to release, discharge, modify, change or affect the original liability of Mortgagor or any subsequent persons who become obligated by reason of the assumption of the debt secured, either in whole or in part.

10. Without affecting the liability of Mortgagor or any subsequent persons who may become obligated (except any person expressly released in writing) to pay any indebtedness secured hereby or to perform any obligation contained herein, and without affecting the rights of Mortgagee with respect to any security not expressly released in writing, Mortgagee may, at the time and from time to time, either before or after the maturity of the Note, and without notice or consent: (i) release any person liable for payment of all or any part of the indebtedness or for performance of any obligations; (ii) make any agreement extending the time or otherwise altering the terms of payment of all or any part of the indebtedness, or modifying or waiving any obligation, or subordinating, modifying or otherwise dealing with the lien or charge thereof; (iii) exercise or refrain from exercising or waive any right Mortgagee may have; (iv) accept additional security of any kind; and (v) release or otherwise deal with any property, real or personal, securing the indebtedness, including all or any part of the Property mortgaged hereby.

11. To further secure to Mortgagee the payment of the obligations described hereinabove, and any and all other indebtedness of Mortgagor to Mortgagee, whether now existing or hereafter incurred, Mortgagor further grants to Mortgagee a security interest in and to any of the following property which may be or become subject to Article 9 of Chapter 355 of the Kentucky Revised Statutes, whether now owned or hereafter acquired or now existing or hereafter arising (herein collectively the “Collateral”):

(a) All goods and other tangible personal property which are or are to become fixtures to the Property, including, but not limited to, all equipment, machinery, and trade fixtures, if any, situated on or associated with the Property, including, but not by way of limitation, all heating, air conditioning, duct, elevator and escalator, plumbing, electrical, lighting, fire extinguishing, communications, power equipment and like facilities, with all replacements thereof, all attachments, accessories, parts, supplies, appliances, equipment and tools belonging thereto or for use in connection therewith, whether now owned or hereafter acquired by Mortgagor;

(b) All licenses, permits and/or operating permits issued in favor of, for the account of, or granted to Mortgagor by any division or department of the Commonwealth of Kentucky, or

-4-

by any other government or quasi governmental authority having the power and authority to issue any such permits and licenses in connection with the Property, whether now existing or hereafter acquired by Mortgagor;

(c) All rights of Mortgagor in and to any and all contracts with utility companies, whether now existing or hereafter entered into, for the providing of service to the Property or otherwise, including all fees or refunds due to Mortgagor in connection therewith, whether now existing or hereafter acquired;

(d) All of Mortgagor’s general intangibles, of every kind and nature, whether now existing or hereafter arising, now owned or hereafter acquired, which relate to the Property, including but not limited to choses in action and rights to insurance proceeds resulting therefrom;

(e) Any and all rents, deposits and accounts receivable which are now due or may hereafter become due by reason of the renting and/or leasing of the Property and the improvements thereon, whether such renting and/or leasing is with respect to periods prior to or after this date;

(f) All rights, privileges, rights of way, easements and appurtenances in any way associated with the Property; and

(g) All products, rents, issues, profits, proceeds, accessions to, substitutions for and/or replacements of the foregoing, whether now existing or hereafter acquired.

12. As further security for payment of the indebtedness and performance of the obligations, covenants and agreements secured hereby, Mortgagor hereby transfers, sets over and assigns to Mortgagee all judgments, awards of damages and settlements hereafter made as a result of or in lieu of any taking of the Property or any part thereof under the power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the Property or the improvements thereon or any part thereof, including any award for change of grade of streets. Mortgagee may apply all such sums or any part thereof so received on the indebtedness secured hereby in such manner as it elects or, at its option, the entire amount or any part thereof so received may be released.

13. In the event of the enactment of or change in (including, without limitation, a change in interpretation of) any applicable law subjecting Mortgagee to any tax or changing the basis of taxation of mortgages, Deeds of Trust, or other liens or debts secured thereby, or the manner of collection of such taxes, in each such case, so as to affect this Mortgage, the indebtedness evidenced by the Note or Mortgage, and the result is to increase the taxes imposed upon or the cost to Mortgagee of maintaining the indebtedness, or to reduce the amount of any payments receivable hereunder, then, and in any such event, Mortgagor shall, on demand, pay to Mortgagee additional amounts to compensate for such increased costs or reduced amounts, provided that if any such payment or reimbursement shall be unlawful or would constitute usury or render the indebtedness wholly or partially usurious under applicable law, then Mortgagee may, at its option, declare the indebtedness immediately due and payable or require Mortgagor to pay or reimburse Mortgagee for payment of the lawful and non-usurious portion thereof.

-5-

14. Mortgagor shall assign to Mortgagee any and all present and/or future leases of all or any part of the Property should Mortgagee, at its sole option, request such assignment or assignments.

15. Mortgagor agrees that no additional mortgage, lien or equity position other than those set forth hereinabove shall be placed or allowed to exist on the Property without the prior written approval of Mortgagee, which approval shall not be unreasonably withheld.

16. This Mortgage is made to secure a loan for the purpose of erecting or adding to a building and otherwise improving real property.

17. Anything in this Mortgage to the contrary notwithstanding, it is understood and agreed by the parties hereto that this loan is made pursuant to the terms of the Loan Agreement, the terms of which are hereby incorporated by reference. Any Event of Default under the terms of the Loan Agreement shall constitute a default under this Mortgage and shall entitle Mortgagee to all the rights and remedies set forth herein. If a conflict should arise between the provisions of this Mortgage and the provisions of the Loan Agreement, the Loan Agreement shall prevail.

18. Any agreement hereafter made by Mortgagor and Mortgagee pursuant to this Mortgage shall be superior to the rights of the holder of any intervening lien or encumbrance.

19. This Mortgage shall secure all renewal notes executed in lieu of the Note and also any extensions of the Note.

PROVIDED, HOWEVER , that if Mortgagor pays in full the indebtedness secured hereby and performs all the covenants and stipulations hereof, Mortgagee shall immediately release this Mortgage on the request of and at the cost of Mortgagor, and this Mortgage shall be null and void.

The covenants herein contained shall bind, and the benefits and advantages shall inure to, the respective heirs, executors, administrators, successors, and assigns of the parties hereto, and wherever used, the singular number shall include the plural, and the use of any gender shall include all genders.

IN WITNESS WHEREOF , Mortgagor has executed this Mortgage on the above date.

MORTGAGOR: AMERICAN WOODMARK CORPORATION

By:

Title:

-6-

COMMONWEALTH OF KENTUCKY

COUNTY OF

The foregoing instrument was signed, sworn to and acknowledged before me on this the day of , 200 , by Lily in his capacity as of American Woodmark Corporation, a Virginia corporation, for and on behalf of said corporation.

NOTARY PUBLIC, STATE AT LARGE, KY

My Commission expires

THIS INSTRUMENT PREPARED BY:

By:

ERICA N. WARREN

GENERAL COUNSEL

Department for Regional Developement

Cabinet for Economic Development

31 Fountain Place

Frankfort, Kentucky 40601

(502)564-5645

-7-

EXHIBIT A

Metes and Bounds Description

Coalfields Lot # 105

A Certain Parcel of Land Located in Perry County Kentucky in the Perry, Harlan, Leslie, Breathitt Regional Industrial Authority Inc. (Coalfields Regional Industrial Park), Being Lot #105 and More Particularly Described as Follows:

Beginning on an iron pin w/cap set at the intersection of Coalfields Industrial Boulevard (Adopted County Road) and Woodmark Way (Proposed), said point has a coordinate value based on the Coalfields Industrial Park Coordinate System of N: 384132.285, E: 2718524.408; Thence with the West right of way of Coalfields Industrial Boulevard, 50’ from and parallel to the center of said road S 00°31’19”W 436.78’ to an iron pin w/cap set; Thence S 00°09’32” E 318.08 to an iron pin w/cap set; Thence S 00°00’05” E 23.28’ to an iron pin w/cap set; Thence severing the lands of the Grantor (D.B. 271 pg. 425, parcel # 1) due West 1647.75’ to an iron pin w/cap, stamped Forrester Hamilton 2736, found at a common corner to the Grantor and ANR Coal Co., LLC (D.B. 208 pg. 266, and M.B. 28 pg. 337); Thence with said line N 83°10’53”W 147.78’ to an iron pin w/cap set at the South East corner of the proposed Woodmark Way; Thence with the East right of way of said road 37.5’ from and parallel to the center of said road due North 732.07’ to an iron pin w/cap set; Thence with a curve to the right with an arc length of 58.90’, a radius of 37.5’, a chord bearing of N 45°00’00”E, and a chord length of 53.03’ to an iron pin w/cap set; Thence continuing with the South right of way of said road due East 1760.09’ to the Beginning.

Containing 1,395,073.0 Sq. Ft. or 32.0265 Acres as Surveyed by Leo Miller P.L.S #1904 of Leo Miller & Assoc. Inc. On 11-23-01.

SOURCE OF TITLE: Being a portion of Parcel No. 1 (surface and mineral rights) of the property conveyed from COASTAL COAL COMPANY, LLC, to Grantor by deed dated September 30, 1998, and recorded in Deed Book 271, page 425 of record in the Perry County Clerk’s Office.

EXHIBIT B

EXCEPTION NO. 1

This conveyance is subject to those certain rights of access to future utility services and to those reservations of easement or access rights in favor of Coastal Coal Company, LLC and Mountain Properties, Inc., and the lessees, licensees, successors and assigns of each, for ingress

-1-

and egress to that property denoted as Coastal Coal Company LLC’s tract #’s PE-239 and PE-241 which are contained in Deed Book 271, page 425 and Deed Book 271, page 419 in the Perry County Clerk’s Office.

EXCEPTION NO. 2

This conveyance is expressly made subject to those rights and privileges reserved and excepted for development of certain oil and gas reserves by Coastal Coal Company, LLC in the Deed of Conveyance dated September 30, 1998 recorded at Deed Book 271, page 425 in the Perry County Clerk’s Office, including (i) those rights granted to Kentucky West Virginia Gas Company by Virginia, Iron, Coal & Coke Company by deed dated April 17, 1939, and of record at Deed Book 72, page 311, records of the Perry County Clerk’s Office; and (ii) those rights and privileges granted to the Hazard-Perry County Airport Board by VICC Land Company and Kentucky-West Virginia Gas Company by deed dated April 29, 1980, and of record at Deed Book 182, page 644, records of the Perry County Clerk’s Office.

EXCEPTION NO. 3

This conveyance is made subject to a continuing right of entry under mining permits issued pursuant to state and federal law and certain residual leasehold rights with respect to reclamation obligations under certain mining permits issued under state and federal law that survived the expiration or termination of the Indian Head Mining, Inc. and River Coal Company, Inc. Consolidated and Amended Lease Agreement dated November 11, 1977, which was assigned to Pro-Land, Inc. on January 25, 1983, and such rights as pertain to the use of the lease area for ingress and egress pursuant to that certain Surface Lease dated May 1, 1987 between Apache Mining Company d/b/a Enterprise Coal Company and Pro-Land, Inc., as the same may have been

-2-

modified by unrecorded Agreement dated September 30, 1998 among Grantor, Coastal Coal Company, LLC, Pro-Land, Inc. d/b/a Kern Coal Company and Leslie Resources, Inc.

EXCEPTION NO. 4

Ingress and egress to and from the properties is subject to those rights of access and for utility easements granted by Enterprise Coal Company the Perry County Fiscal Court by Deed of Conveyance dated October 11, 1993 recorded at Deed Book 243, page 719 and Deed of Correction dated September 21, 1994 recorded at Deed Book 252, page 201, and by Coastal Coal Company, LLC to the Perry County Fiscal Court by Right of Way Deed dated December 22, 1998 recorded at Deed Book 272, page 676, and by the Grantor to the Perry County Fiscal Court by Right of Way Deed dated January 15, 2002 recorded at Deed Book 291, page 229, all of record in the Perry County Clerk’s Office.

EXCEPTION NO. 5

This conveyance is made subject to the terms of those certain Declarations of Covenants, Conditions and Restrictions between Grantor and the Kentucky Economic Development Finance Authority dated October 7, 1998 recorded at Deed Book 271, page 439 in the Perry County Clerk’s Office.

EXCEPTION NO. 6

There is hereby excepted all existing conditions, covenants, easements, exceptions, reservations, restrictions and rights-of-way of whatever nature, if any, whether or not of record in the Perry County Clerk’s Office or otherwise, and to any state of facts that an accurate survey may reveal, and the conveyance is expressly subject to all city, county, municipal and state zoning laws and other ordinances, regulations, and restrictions, including statutes and other laws

-3-

of municipal, county or other governmental authorities applicable to, and enforceable against, the property described herein.

MISCELLANEOUS PROVISIONS

1. All real estate and/or ad valorem taxes, if any, assessed against the land herein conveyed for the current tax year assessed as of January 1, 2002 shall be prorated between Grantor and Grantee.

TO HAVE AND TO HOLD the same, together with the appurtenances thereunto belonging unto the Grantee, its successors and assigns forever, with covenants of General Warranty.

IN TESTIMONY WHEREOF, witness the signatures of the Grantor on this the day and year first above written.

GRANTOR: PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC.

By:		Ed Harris, Chairman

CERTIFICATE OF PARTIES

We, PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC., by its duly authorized Chairman, Ed Harris, Grantor, and AMERICAN WOODMARK CORPORATION, by its duly authorized officer, Dave Blount, Grantee, do hereby swear and/or affirm, pursuant to KRS Chapter 382, that the fair market value of the above stated property is Four Hundred Fifty Thousand Dollars and No Cents($450,000.00).

GRANTOR : PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC

By:		Ed Harris, Chairman

-4-

GRANTEE: AMERICAN WOODMARK CORPORATION

By:		David Blount
Its:		Sr. Vice President

-5-

STATE OF KENTUCKY )

)ss

COUNTY OF Perry )

I hereby certify that the foregoing Deed and Certificate of the Parties was duly subscribed, sworn to and acknowledged before me by Ed Harris as Chairman of the PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC., on 12th day of February, 2002.

Notary Public

My commission expires 11/25/02.

STATE OF Virginia )

CITY OF Winchester )

I hereby certify that the foregoing Certificate of the Parties was duly subscribed, sworn to and acknowledged before me by David L Blount of AMERICAN WOODMARK CORPORATION, on this 1 ^st day of March, 200 2 .

Brenda Dupont

Notary Public

My commission expires

Brenda Dupont

Notary Public, State of Virginia

My Commission Expires December 31, 2003

-6-

STATE OF KENTUCKY )

)SS

COUNTY OF PERRY )

I, Haven King, Clerk of Perry County, do hereby certify that the foregoing Deed of Conveyance was on the 12th day of March, 2002, lodged in my office for record and that it, the foregoing, and this my certificate have been duly recorded in my said office in Deed Book 292, page 127.

Witness my hand on this the 12th day of March, 2002.

HAVEN KING, CLERK

By: Barbara Sue Franks D.C.

This instrument prepared by the law

firm of Hollon, Collins & Clemons,

Hazard, Kentucky.

Paul R. Collins

Attorney

-7-

EXHIBIT C

GRANT AGREEMENT

by and between

KENTUCKY ECONOMIC DEVELOPMENT FINANCE AUTHORITY,

PERRY-HARLAN-LESLIE-BREATHITT AUTHORITY, INC.

and

AMERICAN WOODMARK CORPORATION

$8,000,000.00 Multi-County Local Government

Economic Development Fund Grant

to the Perry-Harlan-Leslie-Breathitt Authority, Inc.,

for the benefit of the American Woodmark Corporation Project

GRANT AGREEMENT

THIS GRANT AGREEMENT (“Agreement”) is made and entered into as of the 13th day of February, 2002 by and among (i) the KENTUCKY ECONOMIC DEVELOPMENT FINANCE AUTHORITY, a governmental agency of the Commonwealth of Kentucky, with an address at 31 Fountain Place, Frankfort, Kentucky 40601 (“KEDFA”); (ii) PERRY-HARLAN-LESLIE-BREATHITT AUTHORITY, INC., a Kentucky a non-profit corporation with a mailing address of 917 Perry Park Road, Hazard, Kentucky 41701 (“Authority”); and (iii) AMERICAN WOODMARK CORPORATION, a Virginia corporation with a mailing address of 3102 Shawnee Drive; Winchester, Virginia 22601 (“Company”).

W I T N E S S E T H :

WHEREAS, it is the public policy of the Commonwealth of Kentucky to encourage, promote and support economic development, new job formation, and the development and growth of industry and commerce in Kentucky for the public purpose of providing employment opportunities for its citizens and residents, alleviating conditions of unemployment, stabilizing and promoting the economy of Kentucky and creating new tax bases and sources of revenue for the Commonwealth;

WHEREAS, KRS 42.4588 authorizes and empowers the Commonwealth to attract new industry and promote economic development in Kentucky by undertaking and financing industrial development projects, as more particularly described in KRS 42.4588; and,

WHEREAS, the Authority has applied for, and KEDFA has awarded an Eight Million Dollar ($8,000,000.00) Local Government Economic Development Fund (“LGEDF”) Multi-County Grant for the purpose of providing funds to the Authority for costs incurred in the Project, for the benefit of the Company who is locating a Facility in the Coalfields Regional Industrial Park.

NOW THEREFORE, in order to induce KEDFA to make the Grant to the Authority for the benefit of the Company, and in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt, mutuality and sufficiency of all of which is hereby acknowledged by the companies hereto, KEDFA, the Authority and the Company hereby agree as follows:

SECTION 1

DEFINITIONS

Section 1.1 Definitions . For the purpose hereof, unless the context otherwise indicates, the following words and phrases shall have the meanings ascribed thereto:

“Building Construction Loan” shall mean the $6,000,000 loan from the Authority to the Company for the purpose of building the Facility, pursuant to the terms of the Loan Documents;

“Commonwealth” means the Commonwealth of Kentucky and all governmental agencies, authorities and political subdivisions thereof, including without limitation, KEDFA;

“Declaration of Restrictions” shall mean that certain Declaration of Covenants, Conditions and Restrictions, as amended from time to time, by and among KEDFA and the Authority recorded in Deed Book 271 on page 439 in the Perry County Clerk’s Office;

“Department for Coal County Development” (“DCCD”) shall mean that department within the Kentucky Economic Development Cabinet created by KRS 154.12-260, which is responsible for the administration of the LGEDF as an agent of KEDFA;

-2-

“Disbursement” means any distribution of the proceeds of the Grant by KEDFA to the Authority pursuant to Section 2.3 of this Agreement;

“Event of Default” means the occurrence of any one or more of the events specified as “Events of Default” pursuant to Section 11.1 of this Agreement;

“Facility” shall mean the 220,000 plus/minus square foot building being constructed on the Real Property by the Company;

“Full Time Equivalent” shall mean two thousand eighty (2080) hours worked by or paid to Kentucky residents employed by the Borrower per year; the total number of Full Time Equivalent Jobs shall be determined by taking the total number of hours worked by or paid to all Kentucky residents employed at the relevant site per year, divided by 2080;

“Grant” shall refer to that certain Multi-County LGEDF Grant awarded by KEDFA to the Authority for the Project on October 25, 2001, in the amount of Eight Million Dollars ($8,000,000.00);

“Grant Documents” collectively refers to this Agreement and all other agreements, documents and instruments referred to in this Agreement or otherwise evidencing or pertaining to or executed in connection with the Grant, together with any and all agreements, documents or instruments made in modification, amendment, renewal, extension, substitution or replacement thereof;

“Industrial Development Project” means the acquisition of any real estate and options therefor and the construction, acquisition, and installation thereon and with respect thereto of improvements and facilities necessary and useful for the improvement of the real estate for conveyance to or lease to industrial firms to be used for manufacturing, processing, or assembling purposes, including without limitation: surveys; site tests and inspections; subsurface site work; excavation, removal of structures, roadways, cemeteries, and other surface obstructions; filling, grading, and provision of drainage; storm water retention; installation of utilities, such as water, sewer, sewage treatment, gas, electricity, communication, and other similar facilities; off-site construction of utility extensions to the boundaries of the real estate; construction and installation of buildings, including buildings to be used for worker training and education; rail facilities; roads, sidewalks, curbs, and other improvements to the real estate necessary to its manufacturing, processing, assembling or other approved use; workforce training and education; and any other facility that results in added value to a product, as set forth in KRS 42.4588(3) and approved in writing by the Commissioner of DCCD;

“Industrial Development Purposes” means the ownership, possession, use and employment of the Project solely for (i) manufacturing, processing and assembling, (ii) worker training and education, (iii) any use that results in the addition of value to a product, including without limitation data processing, telecommunications, and distribution facilities, provided the use is approved in writing by the Commissioner of DCCD, its successors and assigns, (iv) any other use permitted under KRS 42.4588 and successor statutes, and (v) any other use approved in writing by the Commissioner of DCCD, its successors and assigns;

“Land Acquisition Loan” shall mean the $450,000 forgivable loan from the Authority to the Company for purchase of the Real Property in Coalfields Regional Industrial Park on which the Facility shall be located:

“Laws” shall include all laws, statutes, court decisions, rules, orders and regulations of the United States of America, the Commonwealth and its respective counties, municipalities and other subdivisions, and shall include without limitations the laws, statutes, court decisions, rules, orders and regulations of any other applicable jurisdiction;

“Loan Documents” shall mean the loan agreement, promissory note, and mortgage associated with the Building Construction Loan between the Authority and Company, unless the context should require otherwise;

-3-

“Local Government Economic Development Fund” (“LGEDF”) means that certain fund created pursuant to KRS 42.4582, constituting a portion of the severance and processing taxes on coal collected by the Commonwealth, which is administered by KEDFA as a system of grants to coal-producing counties to attract new industry;

“Multi-County LGEDF Account” means those certain funds reserved in the LGEDF pursuant to KRS 42.4592(1)(c) for disbursement as grants by KEDFA for Industrial Development Projects benefiting two or more coal-producing counties pursuant to KRS 42.4588;

“Multi-County LGEDF Grant” shall mean a grant awarded by KEDFA pursuant to KRS 42.4588 for the benefit of two or more coal-producing counties from the Multi-County LGEDF Account in the Local Government Economic Development Fund;

“Person” shall include an individual, firm, trust, estate, association, unincorporated organization, corporation, partnership, joint venture, or government or agency or political subdivision thereof;

“Project” shall mean the land acquisition, site preparation, construction of the Facility and extension of utilities and roadways to serve the Facility;

“Project Costs” means the actual cost, exclusive of changes for the overhead of the Authority, of all necessary services (including without limitation project managers, consultants, and architectural, design and engineering professionals, legal and accounting fees and appraisal services), for the Project, site preparation and improvements, the extension of water and sewer lines to the Facility, roadwork, the Building Construction Loan and Land Acquisition Loan and any other eligible and necessary services attendant to the Project as approved by DCCD in accordance with the terms and conditions of this Agreement and KRS 42.4588;

“Project Proceeds” shall mean any net proceeds received by the Authority arising in connection with the Real Property which are derived from any conveyance, lease, assignment, mortgage or encumbrance of all or any portion of the Project, which shall be applied pursuant to Section 4 hereinbelow;

“Project Proceeds Account” shall mean a separate interest-bearing account established by the Authority which shall be funded by any Project Proceeds received in connection with the Project, pursuant to Section 4.2(b) of this Agreement;

“Real Property” shall mean the approximately thirty (30) acres with the Coalfields Regional Industrial Park in Perry County, Kentucky, a legal description of which is attached as Exhibit A hereto;

“Request for Disbursement” means any distribution of the proceeds of the Grant by DCCD to the Authority pursuant to Section 2.3 of this Agreement, and substantially in the form attached as Exhibit B ;

“Supporting Documentation” means all receipts, vouchers, statements, bills of sale, invoices, AIA forms, equipment lists, property descriptions, deeds, purchase contracts or other evidence satisfactory to DCCD, in its sole discretion, of the actual payment of Project Costs; and,

“Unmatured Default” means the happening of any event or occurrence which would, together with the delivery of any required notice or the passage of any required period of time, constitute an Event of Default under this Agreement or any of the other Grant Documents.

SECTION 2

THE GRANT

Section 2.1 Agreement to Make Grant . Pursuant to KRS 42.4588, KEDFA hereby agrees to make a Multi-County LGEDF Grant to the Authority for the benefit of the Project, from the Multi-County LGEDF Account in the total

-4-

amount of Eight Million Dollars ($8,000,000.00), subject to and in accordance with the terms, covenants and conditions set forth in this Agreement. The Authority and Company hereby expressly agree to comply with and to perform all of the terms, covenants and conditions of this Agreement and the other Grant Documents.

Section 2.2 Use of Proceeds . The proceeds of the Grant shall be disbursed to the Authority to pay for allowable Project Costs incurred in the completion of the Project, up to a maximum of $8,000,000.00. It is understood and agreed by the parties hereto that the use of proceeds as set forth herein is the only authorized purpose for which the Grant shall be used, and that any additional LGEDF funding desired for any other eligible purposes must be separately applied for by the Authority and awarded by KEDFA.

Section 2.3 Amount of Disbursement . The specific amount of any Disbursement shall not exceed the amount justified by (i) the Request for Disbursement and by the Supporting Documentation, or (ii) the projected Project Costs approved by KEDFA, in DCCD’s sole discretion. The Authority agrees to deliver to KEDFA at any time and from time to time, upon request of DCCD, all Supporting Documentation of the actual payment of such Project Costs. Disbursements of the Grant shall be made by DCCD to the Authority in one or more draws upon (i) execution of this Agreement by each of the parties hereto, (ii) the full performance by all applicable parties of each of the conditions precedent to the Grant set forth in this Agreement and in each of the other Grant Documents, and upon (iii) the receipt by DCCD of a properly completed and executed Request for Disbursement to which shall be attached all Supporting Documentation for the amount requested.

Section 2.4 Right to Withhold Funds . DCCD may amend, reduce or withhold Disbursement until such time as DCCD shall be satisfied, in its sole discretion, that the requirements set forth in this Agreement have been performed in full, and that the Request for Disbursement and the Supporting Documentation received by DCCD in connection therewith all support the amount of the Disbursement requested by the Authority. DCCD may elect to amend, reduce or withhold Disbursement if DCCD determines at any time in its sole discretion that (i) the actual Project Costs or the progress of the Project is materially inconsistent with the Request for Disbursement; (ii) the percentage of completion of the Project differs materially from that shown on the Request for Disbursement or from that shown on any documentation submitted to DCCD with the Request for Disbursement; (iii) the Authority shall have failed to perform any condition precedent to the Disbursement under the terms and conditions of this Agreement or the other Grant Documents; or (iv) any Event of Default or Unmatured Default shall have occurred and be continuing.

Section 2.5 Jobs Requirement . The Company agrees that it will create a total of two hundred sixty (260) full time equivalent jobs within three (3) years of the date of occupancy at the Facility. Furthermore, the Company agrees to maintain no less than two hundred (200) full time equivalent jobs at the Facility throughout the term of the Building Construction Loan. The Company understands and agrees that the full time equivalent jobs described herein shall be in addition to its workforce maintained at its Monticello, Kentucky, facility. Failure to create 260 jobs within three years or failure to maintain 200 jobs at the Facility shall result in a change in the repayment conditions of the Loan Documents for the Building Construction Loan, such terms being more particularly set forth in the Loan Documents. Failure to maintain the requisite level of full time equivalent employment at the Facility shall constitute an Event of Default under this Agreement, in addition to any consequences pursuant to the Loan Documents.

SECTION 3

CONDITIONS PRECEDENT TO DISBURSEMENT

Section 3.1 Conditions Precedent to First Disbursement . The requirements listed below are conditions precedent to any obligation of KEDFA to disburse any proceeds of the Grant, and the Authority and/or Company, as applicable, shall fully perform all of the following conditions precedent in form and substance acceptable to KEDFA in its sole discretion prior to funding:

-5-

(a) Grant Documents . The Authority and Company shall execute and fully perform each of the conditions precedent to the Grant set forth in this Agreement and in each of the other Grant Documents;

(b) Request for Disbursement. The Authority shall properly execute, complete and deliver to DCCD a Request for Disbursement as set forth in Section 2.3 above;

(c) Deed(s). The Authority shall provide to KEDFA a recorded copy of the fully executed Deed(s) to the Real Property, which shall be provided to KEDFA as soon as possible after recordation;

(d) Loan Documents. DCCD shall review and approve any loan documents related to the Building Construction and the Land Acquisition Loan, and the Authority and Company shall provide executed copies of any and all Loan Documents related to the Building Construction Loan and any loan documents related to the Land Acquisition Loan;

(e) Opinion Letters. Legal counsel for the Authority and Company shall render all requested legal opinions to KEDFA, all which shall be substantially in a form attached hereto as Exhibit C and Exhibit D ;

(f) Insurance . The Company shall deliver to KEDFA certificates evidencing the procurement of all insurance required pursuant to this Agreement;

(g) Authority Approvals. The Authority shall (i) take all actions necessary to approve the Grant Documents and their participation in the Grant with respect to the Project, and (ii) provide certified copies of all resolutions, ordinances or other governmental actions KEDFA may require taken in connection with the authorization of the Grant and the Project;

(h) Company Approvals . The Company shall take actions necessary to approve the Grant Documents and its participation in the Project and shall provide copies of all resolutions or actions taken by the board of directors in connection with the authorization of the Grant and the Project;

(i) Government Requirements. The Authority shall certify that the Project is in conformity with all required zoning and other governmental requirements or have received variances allowing such lack of conformity;

(j) Statutory Compliance. The Authority shall submit evidence that it is in compliance with KRS 154.50-336(1), which evidence shall include, but not necessarily be limited to, a copy of the bond executed by the secretary treasurer of the Authority, and evidence that the cost of such bond has been paid by the Authority.

(k) Corporate Documentation. The Company shall have provided a current Certificate of Existence or other proof of corporate existence and good standing acceptable to KEDFA, copies of its Articles of Incorporation and Bylaws;

(l) Certification of Jobs. The Company shall provide a certification of the number of jobs at the Company’s Monticello, Kentucky facility, such number being a baseline number of jobs over and above which the Company shall employ at the Facility in the Coalfields Regional Industrial Park;

Section 3.2 Compliance Agreement. If upon the execution of this Grant Agreement one or more conditions precedent have not been fulfilled to the satisfaction of DCCD, the parties to this Agreement may execute a compliance agreement reflecting any unfulfilled conditions precedent and a time limit, acceptable to DCCD in its sole discretion, within which such conditions precedent must be fulfilled to the satisfaction of DCCD. In the event any one or more conditions precedent set out in the compliance agreement is not fulfilled within the time period specified, such failure shall constitute an Event of Default under this Agreement.

-6-

SECTION 4

PROJECT PROCEEDS

Section 4.1 Use of Project Proceeds Related to Real Property . Any Project Proceeds related to the Real Property that are received by the Authority shall be treated in the following manner by the Authority:

(a) Use of Project Proceeds . The Authority may retain any income derived from the Real Property, including proceeds from any conveyance, lease, assignment, mortgage or encumbrance of all or any portion of the Real Property so long as (i) no Event of Default or Unmatured Default has occurred and is continuing, (ii) any such Project Proceeds related to the Real Property are used solely for the further development of the Project, and (iii) the Authority maintains any unapplied Project Proceeds related to the Real Property in an Economic Development Fund. The Authority shall not assign, mortgage, encumber or convey all or any portion of any Project Proceeds to any Person without the express written consent of DCCD.

(b) Accounting for Project Proceeds . The Authority shall deliver to DCCD as soon as available, and not later than one hundred twenty (120) days after the end of each state fiscal year thereof, a detailed accounting of all Project Proceeds related to the Real Property and all accrued interest thereon received by the Authority during the fiscal year recently ended, whether used in connection with an Industrial Development Project or maintained in an Economic Development Project Fund (the “Statement of Accounts”). The Statement of Accounts shall be made as of the last day of the most recent fiscal year, and shall set forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year as prepared in accordance with consistently applied Generally Accepted Accounting Principles.

Section 4.2 Use of Project Proceeds Related to Building Construction Loan . Any Project Proceeds related to the Building Construction Loan that are received by the Authority shall be treated in the following manner by the Authority.

(a) Lump Sum Proceeds from Building Construction Loan . Any net proceeds received by the Authority as a result of lump sum payments on the Building Construction Loan shall be remitted directly to DCCD. The Authority shall remit to DCCD a check made payable to Kentucky State Treasurer in the amount of any net Project Proceeds received on the Building Construction Loan and shall provide any documentation related to such a payment along with a completed Project Proceeds Report in the form attached hereto as Exhibit E . Upon receipt of any such Project Proceeds, DCCD shall cause the same to be redeposited in the Multi-County LGEDF Account. Any failure by the Authority to comply with the terms and conditions of this subparagraph (a) shall constitute an Event of Default under this Agreement.

(b) Other Proceeds . Any Project Proceeds resulting from a payment stream (such as loan payments on the Building Construction Loan) shall be deposited by the Authority in the Project Proceeds Account. Within forty-five (45) days of receipt of any Project Proceeds, the Authority shall complete and forward to DCCD a completed Project Proceeds Account Report in the form attached hereto as Exhibit F , and shall remit to DCCD any net Project Proceeds received by the Authority which have been deposited in the Project Proceeds Account. The Authority may retain any interest earned on the Project Proceeds while the Project Proceeds remain in the Project Proceeds Account. Any such Project Proceeds received by DCCD from the Authority shall then be deposited into the Multi-Count LGEDF Account. Any failure to maintain Project Proceeds in the Project Proceeds Account as prescribed herein, or failure by the Authority to complete and deliver the Project Proceeds Account Report to DCCD with the Project Proceeds shall constitute an Event of Default under this Agreement.

Section 4.3 Use of Project Proceeds from Other Lump Sum Payments . Any income received by the Authority in a lump sum payment that is not covered by Section 4.1 or Section 4.2 hereinabove, shall be treated in the same manner as those Project Proceeds under Section 4.1.

-7-

Section 4.4 Return of Project Proceeds to LGEDF . Should DCCD determine in its sole discretion any time or from time to time that the Authority has failed to use the Project Proceeds in accordance with the terms and conditions of this Agreement, the other Grant Documents or any other agreement between KEDFA and the Authority, or otherwise in accordance with applicable laws, DCCD may, in its sole discretion, make written demand upon the Authority for reimbursement of all or any portion of the Project Proceeds and accrued interest thereon received by the Authority as of the date thereof. Upon receipt of such written demand from DCCD, the Authority shall promptly remit to DCCD all Project Proceeds received by the Authority in connection with the Project, which funds shall be redeposited into the LGEDF and reallocated by the Department of Local Government to coal-producing counties pursuant to KRS 42.4592(1).

Section 4.5 Continuing Obligation . The Authority’s obligations with regard to Project Proceeds set forth in this Section shall survive the term of this Agreement, and shall terminate only upon repayment of Project Proceeds by the Authority to KEDFA in an aggregate amount equal to the amount disbursed to the Authority under the terms of the Grant.

SECTION 5

FINANCING OF PROJECT

Section 5.1 Project Cost . The LGEDF Project Costs are estimated as follows:

Land Acquisition (30 acres):	$	450,000
Site Preparation:	$	1,200,000
Water Lines:	$	200,000
Sewer Lines:	$	150,000
Building Construction Loan:	$	6,000.000

TOTAL:	$	8,000,000

Section 5.2 Site Preparation and Infrastructure . The Authority shall be responsible for initial site preparation at the Facility site and the installation of water and sewer lines.

Section 5.3 Land Acquisition . The cost of acquisition of the Real Property shall be in the form of a forgivable Land Acquisition Loan from the Authority to the Company. The term of the loan shall be zero percent (0%) interest and shall be forgiven upon the Company receiving a certificate of occupancy for the Facility. The Company shall use the funding to purchase the Real Property from the Authority and the Authority, in turn, shall invest the money in infrastructure improvements in Coalfields Regional Industrial Park.

Section 5.4 Building Construction . After the initial site preparation work is completed by the Authority, the Company shall construct the Facility and numerous out buildings on the Real Property. At completion of the Facility, the Authority shall loan the Company $6,000,000, with terms set forth in the Loan Documents between the Authority and the Company. The Authority shall then hold a mortgage on the property and buildings, in an amount not to exceed $6,000,000.00.

Section 5.5 Company Investment . It is hereby acknowledged by all parties to this Agreement that the Company shall also invest approximately $19,000,000.

SECTION 6

INSURANCE

Section 6.1 General Insurance Requirements . During any period of construction of the Project, and during any period of public ownership, the Authority or the Company, as appropriate, shall carry and maintain general liability insurance, fire and tornado insurance, a builder’s all-risk policy and workers compensation insurance in such form and amounts as are

-8-

consistent with accepted industry standards and practices and any applicable Laws, but they shall at least meet the standards set forth in the Loan Documents, and shall pay all premiums relating thereto, on or before the due date thereof, all in accordance with the terms and conditions of this Agreement. All insurance shall provide that any loss thereunder shall be payable notwithstanding any action, inaction, breach of warranty or condition, breach of declarations, misrepresentations or negligence of the Authority or Company, as applicable. The Authority or Company, as appropriate, shall provide KEDFA with certificates of insurance evidencing due compliance with the requirements of this Section. Failure to maintain insurance as set forth in this Section 6.1 may constitute an Event of Default under this Grant Agreement, at the discretion of KEDFA. In addition, all insurance policies required hereunder shall contain a clause requiring thirty (30) days prior written notice to KEDFA before any cancellation thereof.

SECTION 7

REPRESENTATIONS AND WARRANTIES

The Authority and Company hereby represent and warrant to KEDFA as follows:

Section 7.1 Existence ,

(a) The Authority is a duly organized and validly existing non-profit corporation under the laws of the Commonwealth of Kentucky.

(b) The Company is a duly organized and validly existing corporation under the laws of the State of Virginia and is qualified to do business in the Commonwealth.

Section 7.2 Authority to Act . The Authority and Company have the requisite power, capacity and authority to execute and deliver this Agreement and the other Grant Documents, to consummate the transactions contemplated by this Agreement and the other Grant Documents, and to observe and to perform this Agreement and the other Grant Documents in accordance with their respective terms and conditions. The officers executing and delivering this Agreement and the other Grant Documents on behalf of the Authority and Company have been duly authorized to enter into this Agreement and the other Grant Documents.

Section 7.3 Grant Documents; Compliance with Laws . The Grant Documents are in all respects the legal, valid and binding obligations of the Authority and Company according to their respective terms and conditions. The facts and matters expressed or implied in any opinions of the legal counsel retained by said parties are true and correct as of the date hereof. The execution and delivery of this Agreement and the other Grant Documents, and the performance of observance by the Authority and Company of the terms and conditions thereof, does not and will not violate (i) any existing provisions of any organizational documents applicable to the Authority or Company, or (ii) any Laws

Section 7.4 Conditions and Compliance . No violation of any applicable zoning or building requirements or any other Laws has occurred or exists with respect to the development and construction of the Project. The Authority and Company, respectively, have obtained all licenses, permits and approvals required under applicable Laws regulating development. The Authority is in compliance with the Laws of all applicable governmental authorities.

Section 7.5 No Liens . There are no liens or encumbrances of any kind, including mechanic’s and materialman’s liens, of record against the Project, except those specifically set forth in this Agreement, nor, to the best of the knowledge of the Authority and Company, has any Person the right to file such a lien.

Section 7.6 Litigation . No litigation or proceeding involving the Authority or Company is pending or, to the best of their knowledge, threatened in any court or administrative agency which, in KEDFA’s sole discretion, if determined adversely to the Authority or Company could have a materially adverse impact on (i) their ability to perform any of their

-9-

obligations under this Agreement or any of the other Grant Documents, or (ii) their business operations, affairs or condition (financial or otherwise).

Section 7.7 No defaults . Neither the Authority nor the Company is in default under any contract, agreement, indenture, lease, loan or credit agreement to which either is a party or by which either is bound, nor has any event occurred which after the giving of notice or the passage of time, or both, would constitute a default under any such contract, agreement, indenture, lease, loan or credit agreement. No Unmatured Default or Event of Default exists on the date hereof, nor shall any such Unmatured Default or Event of Default begin to exist immediately after the execution and delivery of this Agreement or the other Grant Documents.

Section 7.8 Conflicting Transactions . The consummation of the transactions contemplated hereby and the performance of the obligations of the Authority and the Company under and by virtue of this Agreement and the other Grant Documents shall not result in any breach of, or constitute a default under, any contract, agreement, indenture, lease, loan or credit agreement to which any of them are parties or by which either is bound.

Section 7.9 Disclosure . Neither this Agreement nor any of the other Grant Documents contains any untrue statement of any material fact or omits to state any material fact. There is no fact known to the Authority or Company that materially and adversely affects, or in the future could materially and adversely affect, the business, operations, affairs or conditions, financial or otherwise, of the Authority or Company that has not been disclosed to KEDFA.

Section 7.10 Financial Statements . Any financial statements heretofore furnished to KEDFA by the Company (i) are accurate and complete as of the date submitted and as of the date hereof, (ii) have been prepared in accordance with general accepted accounting principles, (iii) omit no material contingent liabilities of any kind that are not disclosed or otherwise reflected therein, (iv) fairly present the financial condition as of the dates thereof, and (v) fairly present the results of operations for the respective fiscal periods then ending. Since the date of the preparation of the financial statements heretofore furnished to KEDFA, there has occurred no materially adverse change in the business operations, affairs, or condition (financial or otherwise) of the Company

THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK

-10-

SECTION 8

COVENANTS

To induce KEDFA to enter into this Agreement the Authority and Company, as applicable, hereby covenant and agree with KEDFA as follows:

Section 8.1 Authority’s Audit Requirement . Pursuant to KRS 42.460, the Authority agrees that an independent audit of any Grant proceeds received shall be conducted in accordance with generally accepted auditing standards, Government Auditing Standards , issued by the Comptroller general of the United States, the provisions of Office of Management and Budget Circular A-128, “Audits of State and Local Governments,” if applicable, and the Audit Guide for Fiscal Court Audits issued by the Kentucky Auditor of Public Accounts. Bound within the audit report shall be a certification of compliance that the funds were expended in accordance with the provisions of KRS 42.4588 and 42.495; such certification shall be in the form attached hereto as Exhibit G . A copy of the audit report shall be forwarded to KEDFA within eighteen (18) months after the end of any fiscal year during which such proceeds were received.

Section 8.2 Employment Verification . The Company agrees to annually submit to KEDFA information relating to employment at both the Monticello facility and the Facility at Coalfields, in a form supplied by KEDFA, and substantially similar to that attached as Exhibit H . The Company also shall execute in favor of and deliver to KEDFA a certificate authorizing and requesting the Department for Employment Services (“DES”) to furnish to KEDFA all information in the possession of DES concerning the number of persons employed by the Company and the number of hours worked by those employees, such certificate being attached as Exhibit I .

Section 8.3 Right of KEDFA to Inspect . The Authority and Company agree that KEDFA and/or its designee shall have the right, but not the obligation, to enter onto the Project for the purpose of inspecting the Project. KEDFA shall not be obligated in any way to inspect the Project. KEDFA, shall not be obligated in any way to correct any defects discovered by KEDFA during any inspection of the Project, or to notify the Authority, Company or any other Person with respect thereto.

Section 8.4 Mechanic’s Liens . The Authority and Company, as applicable, shall comply with all, Laws relating to mechanic’s liens and other equitable liens with respect to the Project, including without limitation payment and notice provisions contained therein. The Authority and Company shall indemnify and hold KEDFA harmless from the claims of mechanic’s liens or other equitable liens affecting the Project, and shall promptly upon demand any loss or losses that KEDFA may incur as a result of the filing of any such liens, including without limitation the reasonable cost of legal defense and the reasonable attorneys’ fees of KEDFA arising in connection therewith. In addition, the Authority or Company, as applicable, shall cause, at its sole cost and expense, any mechanic’s liens or other equitable liens that may be filed against the Project or against any undisbursed proceeds of the Grant to be released or bonded within ten (10) days after the date of the filing thereof. KEDFA shall have the option (but not the obligation) to cause to be released any lien existing against the Project more than ten (10) days after the date of the filing thereof, and all payments made or costs incurred by KEDFA in connection therewith shall be due and payable by the Authority upon KEDFA’s demand. No exercise by KEDFA of such option shall in any way affect the provisions of this Agreement, including without limitation the provision that failure by the Authority to cause mechanic’s and other equitable liens to be released within ten (10) days of the filing thereof shall constitute an Event of Default hereunder.

Section 8.5 Maintenance of the Project . The Authority and Company shall maintain the Project in good condition, order and repair, and shall make all repairs thereto as are necessary or appropriate. The Authority and Company shall not commit or suffer any waste to the Project, and shall not do or suffer anything to be done that may increase the risk of fire or other hazards thereto.

Section 8.6 Use of the Real Property . The Authority hereby reaffirms its covenant and the Company hereby covenants and agrees that the Real Property shall be subject to the Declaration of Restrictions and shall be used only for Industrial Development Purposes.

-11-

Section 8.7 Compliance with Laws . The Authority and Company shall promptly comply with all Laws relating to the Ownership, use and operation of the Project.

Section 8.8 Designation of Agent . The Authority shall at all times have a properly designated agent to accept service of process, which shall be a resident of or have offices in the Commonwealth. The Authority shall notify KEDFA in writing of the name and address of its agent and of any change in the name or address of such agent.

Section 8.9 Taxes and Other Obligations . The Authority shall pay on or before the date due all taxes, assessments, charges, liens, encumbrances, levies, and all claims of every character that have been levied or assessed or that may hereafter be levied or assessed upon or against the Real Property, but only until such time as the Real Property is deed to the Company. So long as the Real Property is owned by the Authority, the Authority shall pay on or before the date due all utility charges relating to the Real Property, if any, whether public or private, and upon demand shall furnish KEDFA receipts evidencing such payment.

Section 8.10 Further Assurances . The Authority or Company shall, at any time upon request by KEDFA, make, execute and deliver or cause to be made, executed and delivered to KEDFA, any and all other further instruments, certificates and other documents as may, in the opinion of KEDFA, be necessary or desirable in order to effect, complete, perfect or otherwise to continue and preserve the obligations of the Authority under this Agreement and the other Grant Documents (collectively the “Further Assurances”). Upon any failure by the Authority or Company to execute or deliver Further Assurances, KEDFA may make, execute and record any and all instruments, certificates and documents for Further Assurances for and in the name of said parties, and the Authority and Company, respectively, hereby irrevocably appoint KEDFA as their attorney-in-fact thereof to make, execute and record any such instruments, certificates or documents for Further Assurances for and in the name of the Authority or Company.

SECTION 9

ENVIRONMENTAL REQUIREMENTS

Section 9.1 Hazardous Materials

(a) The Authority and Company, respectively, shall use, operate and maintain the Real Property in compliance with all Laws, including without limitation those relating to the generation, use, handling, production, disposal, discharge, transportation or storage of Hazardous Material (as defined below);

(b) The Authority and Company, respectively, shall protect, indemnify and hold KEDFA and its directors, officers, officials, members, employees and agents, harmless from and against any and all claims, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgment, settlements, awards, cost and expenses, including without limitation reasonable attorneys’ fees and costs and expenses of investigation and proof, which arise out of or relate in any way to the generation, use, handling, production, transportation, disposal or storage of any Hazardous Material on, under, over or about the Real Property (all of the foregoing hereinafter collectively referred to as “Expenses”), including without limitation (i) all foreseeable and unforeseeable damages arising in connection with (A) the use, generation, storage, discharge or disposal of Hazardous Materials by the Authority or Company or by persons acting on behalf of or at the direction of the Authority or Company or (B) any residual contamination affecting any natural resource or the environment, and (ii) the costs of any required or necessary repair, cleanup, or detoxification of the Real Property, and/or any real property adjacent to the Real Property (the “Adjacent Premises”), and the preparation of any closure or other plans required in connection with such cleanup or detoxification thereof;

(c) The Authority and Company, respectively, hereby agree that any Hazardous Material generated, used, handled, produced, disposed, discharged, transported or stored by or at the direction of the Authority or Company, or by or at the direction of any agent or employee of the Authority or Company, shall comply with all

-12-

applicable Laws, and shall be deemed to be the sole activity of the Authority or Company. The Authority and Company, respectively, shall and hereby do assume any and all liability for any acts or omissions of each of its own employees, agents, officers, members and directors relating to or connected with Hazardous Materials. All indemnifications of KEDFA by the Authority or Company set forth in this Agreement shall be continuing indemnifications, and shall remain in full force and effect notwithstanding the expiration or termination of this Agreement; and,

(d) As used herein, the term “Hazardous Material” shall mean: (i) oil, flammable substances, explosives, radioactive materials and other substances, materials or pollutants (1) which pose a hazard to the Real Property and/or Adjacent Premises (2) which pose a hazard to persons on or about the Real Property and/or Adjacent Premises, (3) the use of which causes the Real Property to be in violation of any Laws, or (4) which are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” or “toxic substances” or words of similar import under any Laws or under policy guidelines or other publications adopted or promulgated pursuant to any Laws, including without limitation (A) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq., (B) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq, (C) the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901, et seq., (D) the Clean Air Act, as amended, 42 U.S.C. 7412, (E) the Toxic Substance Control Act, 15 U.S.C. 2601 et seq., (F) the Clean Water Act, as amended, 33 U.S.C. 1317 and 1321(b)(2)A, and (G) rules, regulations, ordinances and other publications adopted or promulgated pursuant to the aforementioned Laws, (ii) asbestos in any form which is or could become friable, and urea formaldehyde foam insulation, and (iii) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or Law, or which could pose a hazard to the health and safety or property interests of the Authority, Company or KEDFA, or their respective officials, employees, members and agents, or to the occupants of any Adjacent Premises.

SECTION 10

WAIVERS

Section 10.1 Waivers . The Authority and Company hereby waive, to the extent permitted by applicable Laws, all presentments, demands for performance, notices of nonperformance, protests, notices of protest and notices of dishonor in connection with the Agreement.

Section 10.2 Waiver and Remedies . The rights, powers and remedies granted to KEDFA pursuant to this Agreement shall be in addition to all rights, powers and remedies given to or now or hereafter existing in KEDFA by virtue of the Grant Documents or pursuant to any Laws. Each and every right, power and remedy, whether specifically granted herein or otherwise existing, may be exercised from time to time and so often and in such order as may be deemed expedient by KEDFA, and the exercise, or the beginning of the exercise, of any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. Any forbearance or failure or delay by KEDFA in exercising any right, power or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy, and any single or partial exercise of any right, power or remedy shall not preclude the further exercise thereof. Any consent by KEDFA or any waiver of an Event of Default under this Agreement shall not constitute a consent to or waiver of any right, remedy or power or power of KEDFA upon a subsequent Event of Default.

SECTION 11

EVENTS OF DEFAULT

Section 11.1 Events of Default . Each of the following events or occurrences shall constitute an “Event of Default” under this Agreement:

(a) Bankruptcy . If there is filed by or against the Authority or Company a petition in bankruptcy, or a petition for the appointment of a receiver or trustee of any of the property of the Authority or Company, and any such petition is not dismissed within sixty (60) days after the date of filing, or if the Authority or Company files a

-13-

petition for reorganization under any of the provisions of 11 U.S.C. Section 101 et seq . or any similar Law, or if the Authority or Company applies for a consent to the appointment of a receiver, trustee, liquidator or custodian for the Authority or Company or any of the property of the Authority or Company, or if the Authority or Company makes a general assignment for the benefit of creditors, or if the Authority or Company makes any insolvency assignment or is adjudicated insolvent by any court of competent jurisdiction;

(b) Representations and Warranties . If any warranty or representation made by the Authority or Company in this Agreement or in any of the documentation required by this Agreement including but not Limited to the Request for Disbursement or any of the other Grant Documents, shall at any time be false or misleading in any material respect;

(c) Obligations . If the Authority or Company shall fail to keep, observe or perform any of the terms, agreements, covenants, representations or warranties set forth in this Agreement or in any of the other Grant Documents, or if the Authority or Company Is unable or unwilling to meet its obligations thereunder;

(d) Loan Documents . If the Authority or Company shall fail to keep, observe or perform any the terms, agreements, covenants, representations or warranties set forth in the Loan Documents, or if the Authority or Company is unable or unwilling to meet its obligations thereunder; or,

(e) Employment . If the Company shall fail to maintain the level of employment pursuant to Section 2.5 of this Agreement.

Section 11.2 Remedies of KEDFA Upon Events of Default . Notwithstanding anything to the contrary set forth herein, upon the occurrence of an Event of Default which is not cured within thirty (30) days of notice having been provided to the Authority and/or Company, then KEDFA, in its sole discretion and without notice to the Authority and Company, may at any time exercise any one or more of the following rights and remedies:

(a) Withhold disbursement under the Grant, after which KEDFA shall be under no obligation to advance any undisbursed monies from the Grant to the Authority;

(b) Declare the entire disbursed portion of the Grant plus any interest earned thereon to be immediately due and payable in full from the Authority and/or Company, and KEDFA shall have the right to withhold any further disbursement of the Grant in connection therewith, all without any presentment, demand or notice of any kind, all of which are hereby waived by the Authority and Company;

(c) Commence an appropriate legal or equitable action to enforce the performance by the Authority or Company of the terms, agreements, covenants and conditions of this Agreement and any of the other Grant Documents or Loan Documents; or,

(d) Exercise any other rights or remedies, at law, in equity or otherwise, that may be available to KEDFA pursuant to this Agreement, the other Grant Documents, or under applicable Laws, including, but not limited to, the rights to bring suit or other proceedings before any tribunal of competent jurisdiction, either for specific performance of any agreement, covenant or condition contained in this Agreement or in aid of the exercise of any right granted to KEDFA in any of the other Grant Documents.

Section 11.3 Failure to Maintain Jobs . Should the Company fail to maintain the Job Requirements set forth in Section 2.5 hereinabove, the repayment of the Building Construction Loan shall go to the straight-line amortization schedule set forth in the Loan Documents for the Building Construction Loan.

-14-

Section 11.4 Cumulative Rights . All rights available to KEDFA under this Agreement or the other Grant Documents shall be cumulative and in addition to all other rights granted to KEDFA at law or in equity, whether or not KEDFA shall have instituted any suit or other action in connection with this Agreement or the other Grant Documents.

SECTION 12

MISCELLANEOUS PROVISIONS

Section 12.1 Expenses . At KEDFA’s request, the Authority and Company shall promptly indemnify and/or reimburse KEDFA for any and all expenses, costs an charges of any kind (including, but not limited to, taxes, assessments, insurance premiums, repairs and maintenance expenses, reasonable attorneys’ fees and legal expenses, title examination fees, survey expenses, recording expenses and inspectors fees) incurred by or billed to KEDFA in connection with (i) the preparation of any and all amendments, modifications and supplements to this Agreement and the other Grant Documents necessitated by any action of the Authority or Company, and (ii) the preservation, perfection and enforcement of KEDFA’s rights and remedies under this Agreement and the other Grant Documents.

Section 12.2 Incorporation by Reference . All exhibits, schedules, annexes or other attachments to this Agreement are hereby incorporated into and made a part of this Agreement as if set out at length herein.

Section 12.3 Multiple Counterparts . This Agreement may be signed by each party upon a separate copy, and in such case one counterpart of this Agreement shall consist of a sufficient number of such copies to reflect the signature of each party hereto. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and shall not be necessary in making proof of this Agreement or the terms and conditions hereof to produce or account for more than one of such counterparts.

Section 12.4 Headings . The section headings set forth in this Agreement are for convenience of reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.

Section 12.5 Partial Invalidity . If any term or provision of this Agreement, or the application thereof to any Person or circumstances shall, to any extent, be determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and the remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.

Section 12.6 Successors and Assigns . Each of the representations, warranties, agreements, covenants, obligations and duties of the parties hereto shall be deemed to have been made for the benefit of all parties, their successors and assigns. Except as otherwise expressly provided herein, the terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns. This provision shall not be construed to permit assignment by the Authority or Company of any of their respective rights and duties under this Agreement or the other Grant Documents.

Section 12.7 Sale or Lease of Real Property and Facility . The Company shall not sell or lease the Real Property or the Facility thereon without the express written of DCCD and the Authority. However, this provision shall in no way restrict the Company from selling or leasing the Real Property or Facility to a fully owned subsidiary of the Company. Should the Company sell or lease the Real Property or Facility to a fully owned subsidiary of the company, the Company shall provide notice to the Authority and DCCD.

Section 12.8 No Partnership—Status of Relationship . KEDFA, the Authority, the Company and any party respectively associated therewith shall in no event be construed to be for any purpose partners, associates or joint ventures in the conduct of their respective businesses or otherwise. No contractor, licensee, agent, servant, employee,

-15-

invitee or customer of any party shall be, or shall be deemed to be, a contractor, licensee, agent, servant, employee, invitee or customer of any other party hereto.

Section 12.9 Rights of Third Persons . In no event shall this Agreement be construed to make KEDFA or any agent of KEDFA liable to any general contractors, subcontractors, labormen, materialmen, craftsmen or other Persons for labor, materials or services delivered to the Project Site or goods specially fabricated for incorporation into the Project, if any, or for debts or claims accruing or arising to any such Persons against the Authority. The Authority and Company expressly agree that there is no relationship of any type whatsoever, contractual or otherwise, either express or implied, between KEDFA and any general contractor, materialman, subcontractor, craftsman, laborer or any other person or entity supplying any labor, materials or services to the Project or the Project Site or specially fabricated goods to be incorporated therein. No Persons are intended to be third party beneficiaries of the Grant Documents or to have any claim or claims in or to any undisbursed proceeds of the Grant pursuant to the Grant Documents.

Section 12.10 Modification . This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements among them concerning the subject matter hereof, and may be modified only by a written instrument duly executed by each of the parties hereto.

Section 12.1 Time of Essence . Time is of the essence in the performance of each of the terms and conditions of this Agreement.

Section 12.12 No Assignments or Modifications . The Authority and Company may not assign its rights under this Agreement to any Person without prior written consent of KEDFA.

Section 12.3 Notices . All notices, requests, demands, waivers, and other communications given as provided in this Agreement shall be in writing, and shall be addressed as follows:

If to KEDFA:		Cabinet for Economic Development
		Department for Coal County Development
		31 Frankfort, Kentucky 40601
		Attn: Jerry D. Johnson
		Commissioner

If to Authority:		Perry-Harlan-Leslie-Breathitt Authority, Inc.
		917 Perry Park Road
		Hazard, Kentucky 41701
		Attn: Ed Harris,
		Chairman

If to Company:		American Woodmark Corporation
		312 Shawnee Drive
		Winchester, VA 22601
		Attn: John LeVan
		Vice President of Manufacturing

Any notice required or permitted to be given under this Grant Agreement shall be deemed sufficiently given for all purposes if sent by registered mail, postage pre-paid and return receipt requested, addressed to the intended recipient at the address set forth above. KEDFA, the Authority or the Company may change their respective address as provided above by giving written notice of the change to the other parties hereto as provided in this paragraph.

-16-

Section 12.13 Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the Commonwealth.

Section 12.4 Jurisdiction and Venue . The parties hereto agree that any suit, action or proceeding with respect to this Agreement may only be brought in or entered by, as the case may be, (a) the courts of the Commonwealth situated in Frankfort, Franklin County, Kentucky, or (b) the United States District Court for the Eastern District of Kentucky, Frankfort Division, and the parties hereby submit to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment and waive any other preferential jurisdiction by reason of domicile. The parties hereby irrevocably waive any objection that they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or related to this Agreement brought in the courts of the Commonwealth situated in Frankfort, Franklin County, Kentucky, or the United States District Court of the Eastern District of Kentucky, Frankfort Division, and also hereby irrevocably waive any claim that any such suit, action or proceeding brought in any one of the above-described courts has been brought in an inconvenient forum.

Section 12.15 No Commonwealth or KEDFA Liability . Under no circumstances will the Commonwealth, its officials, agents, directors, contractors, servants, members, employees, licensees or assigns, or KEDFA, its officials, agents, contractors, servants, employees, licensees or assigns be held or adjudged liable in connection with any cause of action arising under or as a result of this Agreement, the Project, the Project Site or in connection with claims or cross-claims by or among the Authority, the Company, and any third party

Section 12.16 Indemnity . The Authority and Company agree to indemnify KEDFA for any damage to persons or property caused by an agent, employee or independent contractor conducting any of the Project activities contemplated on the Project in this Agreement in including, without limitation, reasonable costs and attorney’s fees for defending any such action.

-17-

IN WITNESS WHEREOF, KEDFA, the Authority and the Company by and through their duly authorized officials, have executed this Agreement as of the day, month and year first above written,


KENTUCKY ECONOMIC DEVELOPMENT AUTHORITY

By:	WARREN 0, NASH, III, Deputy Commissioner	Date: February 14, 2002
	Department of Financial incentives

DEPARTMENT FOR COAL COUNTY DEVELOPMENT

By:	JERRY D. JOHNSON, Commissioner	Date: February 13, 2002

PERRY-HARLAN-LESLIE-BREATHITT AUTHORITY, INC.

By:	ED HARRIS, Chairman	Date: January 15, 2002

AMERICAN WOODMARK CORPORATION

BY:	David L. Blount, Sr. Vice President	Date: February 11, 2002

THE BALANCE OF THIS PAGE INTENIONALLY LEFT BLANK

-18-

Exhibit 1

Amortization Schedule

Based on KREDA Benefits

Annual Payment Date:_______________

Year	Loan Payment	Interest	Principal
1	$ 295,596	$120,000.00	$ 175,596.00
2	$ 306,113	$116,488.08	$ 189,624.92
3	$ 316,998	$112,695.58	$ 204,302.42
4	$ 328,263	$108,609.53	$ 219,653.47
5	$ 339,923	$104,216.46	$ 235,706.54
6	$ 351,991	$ 99,502.33	$ 252,488.67
7	$ 364,481	$ 94,452.56	$ 270,028.44
8	$ 377,409	$ 89,051.99	$ 288,357.01
9	$ 390,789	$ 83,284.85	$ 307,504.15
10	$ 404,637	$ 77,134.77	$ 327,502.23
11	$ 418,970	$ 70,584.73	$ 348,385.27
12	$ 433,804	$ 63,617.02	$ 370,186.98
13	$ 449,158	$ 56,213.28	$ 392,944.72
14	$ 459,131	$ 48,354.38	$ 410,776.62
15	$2,047,081.41	$ 40,138.85	$2,006,942.56

NOTE: The final payment due at the end of year 15 at the maturity of the loan includes the KREDA tax credit amount of $470,927, accrued interest of $40,138.85, and a balloon payment on the loan totaling $1,576,154.41.

-1-

Exhibit 2

Amortization Schedule

$6,000,000 @ 2.0% over 15 Years

Annual Payment Date:____________________

Year	Loan Payment	Interest	Principal
1	$466,952.83	$120,000	$346,952.83
2	$466,952.83	$113,060.94	$353,891.89
16	$466,952.83	$105,983.11	$360,969.73
17	$466,952.83	$ 98,763.71	$368,189.12
18	$466,952.83	$ 91,399.93	$375,552.90
19	$466,952.83	$ 83,888.87	$383,063.96
20	$466,952.83	$ 76,227.59	$390,725.24
21	$466,952.83	$ 68,413.09	$398,539.75
22	$466,952.83	$ 60,442.29	$406,510.54
23	$466,952.83	$ 52,312.08	$414,640.75
24	$466,952.83	$ 44,019.27	$422,933.57
25	$466,952.83	$ 35,560.59	$431,392.24
26	$466,952.83	$ 26,932.75	$440,020.08
27	$466,952.83	$ 18,132.35	$448,820.49
28	$466,952.83	$ 9,155.94	$457,796.90

-2-

Exhibit 99.1

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and that the information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of American Woodmark Corporation.

AMERICAN WOODMARK CORPORATION

(Registrant)

/s/ James J. Gosa

James J. Gosa

President and Chief Executive Officer

(Principal Executive Officer)

Date: March 13, 2003

Exhibit 99.2

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

AMERICAN WOODMARK CORPORATION

(Registrant)

/s/ Kent B. Guichard

Kent B. Guichard

Senior Vice President, Finance and

Chief Financial Officer

(Principal Financial Officer)

Date: March 13, 2003

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents