Exhibit 10.1 (n)

LOAN AGREEMENT

THIS LOAN AGREEMENT (as it may be amended, this “Agreement”) is made as of this 9th day of February, 2005, between AMERICAN WOODMARK CORPORATION , a Virginia corporation (the “Borrower”), and the MARYLAND ECONOMIC DEVELOPMENT CORPORATION , a body politic and corporate and a public instrumentality of the State of Maryland (the “Lender”).

RECITALS

1. The Lender currently owns approximately 145 acres of real property located along Route 220 in Allegany County, Maryland (the “Park Property”).

2. The Lender and the County Commissioners of Allegany County (the “County”) are developing the Park Property into an industrial park.

3. The costs to acquire the Park Property and a portion of the costs to develop the Park Property are being financed with the proceeds of a $3,463,000 loan made by the Department of Business and Economic Development, a principal department of the State of Maryland (the “Department”) to the Lender (the “Development Loan”).

4. The Development Loan is evidenced by a Deed of Trust Note dated February 25, 2002, in the original principal amount of $3,463,000 made by the Lender and payable to the Department (as it may be amended or replaced, the “Note”).

5. The Development Loan is subject to the terms of, and secured by, a Deed of Trust, Assignment of Leases and Rents, and Loan Agreement dated February 25, 2002, between the Lender and the Department, and recorded in the Land Records of Allegany County at Liber 941, Folio 323 (as amended, the “Development Deed of Trust”).

6. The Loan was made pursuant to the provisions of the Smart Growth Economic Development Infrastructure Fund (“One Maryland”), then codified as Section 5-701 of Article 83A of the Annotated Code of Maryland (currently codified in Sections 5-1401 through 5-1411 of Article 83A of the Annotated Code of Maryland).

7. The Lender, with the consent of the Department, has agreed to sell approximately 37 acres of the Park Property (the “Land”) to the Borrower for a total sale price of $1,484,320.

8. The Lender has agreed to finance the sale of the Land in the amount of $1,484,320 (the “Loan”), which Loan will be evidenced by a Deed of Trust Note dated the date hereof in the original principal amount of $1,484,320 made by the Borrower and payable to the Lender (as it may be amended or replaced, the “Note”).

9. The Loan will be subject to the terms of this Agreement and will be secured by the Deed of Trust (as defined below).

10. The Lender will assign, without recourse, all of its rights in the Note, this Agreement, and the Deed of Trust to the Department, as payment, equal to the amount of the Note, towards the outstanding amount due under the terms of the Development Note

11. Upon assignment of the Loan to the Department, the Department will deem the Loan to have been made pursuant to the provisions of the Maryland Economic Development Assistance Authority and Fund (“MEDAAF”), codified as Sections 5-1401 through 5-1411 of Article 83A of the Annotated Code of Maryland (as amended, the “Act”).

NOW, THEREFORE , for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

All accounting terms not specifically defined herein shall have the meanings determined by generally accepted accounting principles, consistently applied. All terms previously defined are incorporated in this Agreement by reference. Capitalized terms used in this Agreement have the meanings defined below:

“ Additional Land ” means a certain parcel of real property consisting of approximately ten acres located adjacent to the southern boundary of the Land, to be acquired by the County and transferred to the Borrower.

“ Application ” means the Application from the Borrower to the Department dated July 1, 2004, as it may be amended.

“ Borrower’s Contribution ” means the Borrower’s provision of at least $10,000,000 towards the costs of the Project, excluding the amount of the Loan and the Grant.

“ Calculation Dates ” means collectively and individually any and all of the First Tier Calculation Dates and the Second Tier Calculation Dates.

“ Claim ” means any action or other claim for liability, loss, expense, or other cost, including fees, costs and expenses of attorneys, consultants, contractors, and experts.

“ Completion Date ” means December 31, 2005.

“ Commitment Letter ” means the conditional commitment letter issued by the Lender in connection with the Loan dated July 19, 2004, as it may be amended.

“ County ReGrant ” means a $750,000 conditional grant from the County to the Borrower, made the with the proceeds of a corresponding conditional grant from the Department to the County.

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“ County ReGrant Agreement ” means the Grant Agreement dated the date of this Agreement, between the Borrower and the County, evidencing the Grant.

“ County ReGrant Deed of Trust ” means the Deed of Trust and Assignment of Leases and Rents dated the date of this Agreement, made by the Borrower to Jerry L. Frantz and William M. Rudd, as trustees for the benefit of the County, granting the County a second lien security interest in the Project Land as security for the Borrower’s obligations under the County ReGrant Agreement, and to be recorded in the Land Records of Allegany County, as it may be amended

“ County ReGrant Documents ” means all documents executed and delivered in connection with the County ReGrant and the Obligations, including the County ReGrant Agreement, the Deed of Trust, and any other document, evidencing or securing the County ReGrant, as any of them may be amended.

“ Default ” means any default under Article IV of this Agreement.

“ Deed of Trust ” means the Deed of Trust and Assignment of Leases and Rents dated the date of this Agreement, made by the Borrower to James G. Davis and James Henry, as trustees for the benefit of the Lender, granting the Lender a security interest in the Project Land and to be recorded in the Land Records of Allegany County, as it may be amended

“ Eligible Project Costs ” means the costs of the Land, calculated as $40,000 multiplied by the actual acreage transferred to the Borrower (calculated to the third decimal point).

“ Employee Report ” means a report prepared by the Borrower which consists of (a) a list of the names of all of the Permanent, Full-time Employees employed by the Borrower at the Facility as of the dates required in Section 6.05 below, and (b) the social security number, the average hours worked, or expected to be worked, for the year, the hourly or annual pay rate, and a general description of available benefits for each listed Permanent, Full-time Employee. Attached to the report shall be a completed and properly executed certification in substantially the form of Exhibit C attached to this Agreement .

“ Expenses ” means all costs and expenses incurred by the Lender (whether before or after a Default) in connection with, or in exercising or enforcing any rights, powers and remedies provided in, any of the Financing Documents.

“ Facility ” means the approximately 250,000 square foot facility to be constructed by the Borrower on the Project Land, to be used by the Borrower to assemble wood products.

“ Final Report ” means a completed and executed final report in substantially the form of Exhibit A attached to this Agreement.

“ Financing Documents ” means all documents executed and delivered in connection with the Loan and the Obligations, including this Agreement, the Note, the Deed of Trust, and any other document, evidencing or securing the Loan, as any of them may be amended.

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“ First Tier Calculation Dates ” means collectively and individually December 31, 2007, and December 31, 2008.

“ Forgiveness Date ” means December 31, 2014.

“ Governmental Authority ” means the United States, the State, or any of their political subdivisions, agencies, or instrumentalities, including any local authority having jurisdiction over any aspect of the Project.

“ Laws ” means any current or future federal, state and local laws, statutes, rules, ordinances, regulations, codes, decisions, interpretations, orders, or decrees of any court or other Governmental Authority having jurisdiction.

“ Lien ” means any mortgage, deed of trust, pledge, security interest, assignment, judgment, lien or charge of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, any liens or claims for liens for materials supplied or for labor or services performed, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction.

“ Local Contribution ” means the provision of at least $150,000 towards the costs of infrastructure improvements which benefit the Project.

“ Local Government ” means the County Commissioners of Allegany County, a political subdivision of the State.

“ MITP ” means the Maryland Industrial Training Program.

“ MITP Documents ” means the documents to be entered into by the Department and the Borrower in connection with any MITP grant from the Department to the Borrower.

“ Obligations ” means all duties of payment, performance, and completion owed by the Borrower to the Lender under the Financing Documents and by law, including the obligations to:

(a) Pay all sums of money owed in connection with the Loan and any of the Financing Documents, including all funds and all sums of principal, interest, and premium, if any, due or to become due, and past, present, and future advances under any of the Financing Documents, all money advanced or expended by the Lender as provided for in any of the Financing Documents, and all Expenses; and

(b) Strictly observe and perform all of the provisions of the Financing Documents, time being of the essence.

“ Permanent, Full-time Employees ” means employees who (a) are employed by the Borrower at the Facility for at least 1800 hours per year, without a fixed term of employment, (b) are eligible for an employer subsidized health care benefits package, (c) are eligible for similar other benefits as

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other employees of the Borrower and any subsidiary or affiliate of the Borrower, and (d) make an hourly wage of at least 150% of the federal minimum wage. A Permanent, Full-time Employee shall not include (i) an employee of a company acquired by the Borrower after the date hereof, if the employee’s place of employment immediately prior to the acquisition was in the State or (ii) an employee of the Borrower who is transferred to the Facility, if the employee’s place of employment immediately prior to the transfer was in the State.

“ Project ” means (a) the acquisition of the Land by the Borrower, (b) the acquisition of the Additional Land by the County and transfer of the Additional Land to the Borrower, (c) the construction of the Facility on the Project Land, (d) the acquisition and installation of furniture, equipment, and machinery in the Facility, and (e) the operation of the Facility in connection with the Borrower’s manufacture and/or assembly of wood products (collectively, the “Project”).

“ Project Land ” means the Land and the Additional Land.

“ Sales Agreement ” means the Agreement of Sale with an effective dated July 12, 2004, between the Borrower and the Lender, under the terms of which the Lender has agreed to sell to the Borrower, and the Borrower has agreed to acquire from the Lender, the Land.

“ Second Tier Calculation Dates ” means collectively and individually December 31, 2009, December 31, 2010, December 31, 2011, December 31, 2012, December 31, 2013, and December 31, 2014.

“ State ” means the State of Maryland.

“ Taxes ” means all taxes, water rents, sewer rents, assessments, utility charges (whether public or private), and other governmental or municipal or public dues, charges, and levies.

ARTICLE II

TERMS OF THE LOAN AND DISBURSEMENT

Section 2.01. The Loan .

Subject to the terms and conditions of all of the Financing Documents, the Lender agrees to extend the Loan to the Borrower.

Section 2.02. Repayment and Interest .

All sums advanced under the Loan shall be evidenced by the Note and shall be repaid with interest in accordance with the provisions of the Note.

Section 2.03. Closing .

(a) In General . Subject to the Borrower’s compliance the with the terms of all of the Financing Documents, the satisfaction of all conditions precedent to closing on the Land under this Agreement and the Sales Agreement, and the non-existence of a Default or any event, circumstance,

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act or omission which with the giving of notice, the passage of time, or both, would constitute a Default, the Lender shall transfer the Land to the Borrower, as provided in the Sales Agreement, and the execution and delivery of the Financing Documents shall constitute payment of the purchase price for the Land.

(b) Conditions for Closing . In addition to the conditions to closing specified in the Sales Agreement, closing on the Land is further subject to the satisfaction of the following conditions as of the date the disbursement is made:

(i) Checklist Items . The Lender and the Department shall have received all of the items set forth on the Pre-Closing and Closing Checklist attached hereto as Exhibit B , in form and substance acceptable to the Lender and the Department.

(ii) Solvency Certifications . If requested by the Lender or the Department, the Borrower shall deliver to the Lender and the Department a certificate stating that no (1) petition in bankruptcy, voluntary or otherwise, (2) assignment for the benefit of creditors, (3) petition seeking reorganization or arrangement under bankruptcy laws of the United States or of any state, or (4) other action brought under any bankruptcy laws, is pending against the Borrower. The Department may request such a certification at any time during the Loan term.

(iii) No Adverse Change . There has been no materially adverse change in the Borrower’s financial condition from that reflected in the Borrower’s financial statements most recently submitted to the Lender and the Department prior to the closing.

(c) Strictures to Closing . Closing on the Land, acceptance of the Financing Documents by MEDCO, and assignment of the Financing Documents to the Department are subject to all financing strictures applicable to the Department and the Lender, and compliance with all applicable Laws.

Section 2.04. Completion .

Within 30 days after the Completion Date, the Borrower shall submit to the Lender and the Department the following:

(a) Evidence that the Project is completed;

(b) A copy of a certificate of use and occupancy issued for the Project;

(c) Evidence that the insurance required under Section 3.02(i)(i)(3) of this Agreement includes the Facility; and

(d) A Final Report, together with any additional information required by the Lender or the Department.

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ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

OF THE BORROWER

Section 3.01. Representations and Warranties .

The Borrower represents and warrants as follows:

(a) Organization . The Borrower:

(i) Is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia;

(ii) Has the power to own its property and to carry on its business as now being conducted;

(iii) Is duly qualified to do business and is in good standing in the State and in each jurisdiction in which the character of properties owned by it or the transaction of its business makes qualification necessary; and

(iv) Has delivered a complete copy of its articles of incorporation and by-laws, together with all amendments, to the Lender and the Department.

(b) Due Authorization . The Borrower has the full corporate power and authority to enter into this Agreement, to complete the Project, to borrow the Loan as contemplated by the Financing Documents, to execute and deliver all of the Financing Documents to which it is a party, and to comply with the terms set forth in all of the Financing Documents, all of which have been duly authorized by all necessary corporate action of the Borrower. No approval of any other person or public authority or regulatory body is required as a condition to the validity of any of the Financing Documents, or, if required, the approval has been obtained.

(c) Validity of Financing Documents . All of the Financing Documents have been properly executed by the Borrower and will:

(i) Not violate any Laws, or any provision of the Borrower’s articles of incorporation or by-laws;

(ii) Not violate any provision, or result in a breach, of any document or agreement binding on the Borrower or affecting its property; or

(iii) Constitute the valid and legally binding obligations of the Borrower, fully enforceable against the Borrower, in accordance with their terms.

(d) Legal Actions . To the best of the Borrower’s knowledge there is no (1) Claim pending or, to the best of the Borrower’s knowledge, threatened in any court or before any governmental agency, and (2) investigation by or before any Governmental Authority, that:

(i) Questions the validity or enforceability of any of the Financing Documents, or any action taken, or to be taken, under any of them;

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(ii) Is likely to result in any material adverse change in the authority, properties, assets, liabilities, or conditions (financial or otherwise) of the Borrower that would cause the Borrower’s tangible net worth to fall below $65,000,000 as of any quarterly financial statement; or

(iii) Affects the Facility or the Project.

(e) Borrower’s Financial Statements . The Borrower’s financial statements, copies of which have been furnished to the Lender and the Department, were prepared in accordance with generally accepted accounting principles consistently applied and are complete and correct and fairly and accurately present the financial condition of the Borrower as of their date and the results of its operations for the period then ended. There has been no material adverse change in the financial condition of the Borrower or the results of its operations since the date of such financial statements.

(f) Taxes . All Taxes imposed upon the Borrower and its properties have been paid prior to the date when any interest or penalty would accrue for nonpayment, except for those Taxes being contested in good faith and by appropriate proceedings by the Borrower.

(g) Accuracy of Statements . All information contained in any financial statement, report, or other document given by the Borrower or by any other person in connection with the Loan is true and accurate in all respects and the Borrower and each other person has not omitted to state any material fact or any fact necessary to make the information not misleading.

(h) Application . All information in the Application was true and complete in all material respects as of the date of the Application. The Borrower is aware of no event that would require any amendment to the Application in order to make any information in the Application true and complete in all material respects and not misleading in any material respect as of the date of this Agreement, and the Borrower is aware of no event or other fact that should have been, and has not been, reported in the Application as material information.

(i) Financing Document Defaults . There is no event of default or default (including a Default) on the part of the Borrower under any of the Financing Documents, and no event has occurred or is continuing that, with notice, or the passage of time, or both, would constitute an event of default or default (including a Default) under any of the Financing Documents.

(j) Compliance With Laws . The Borrower has complied with all Laws.

(k) State Drug Policy . The Borrower is in compliance with the State’s policy concerning drug and alcohol free workplaces, as set forth in COMAR 01.01.1989.18 and 21.11.08.

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(l) Approvals . The Borrower has obtained, or expects to obtain prior to the commencement of construction of the Project:

(i) All approvals from and reviews by all Governmental Authorities of the Laws applicable to the Project and the Facility; and

(ii) All necessary building permits for the Project.

(m) Lien of Deed of Trust . Upon the execution and recordation of the Deed of Trust, the Lender will have a first lien security interest in Project Land.

Section 3.02. Borrower’s Covenants .

The Borrower covenants as follows:

(a) Repayment and Performance . The Borrower shall promptly pay and perform all of the Obligations in the manner provided in the Financing Documents.

(b) Financial Information . The Borrower shall furnish the Lender with:

(i) As soon as available, but in no event more than 90 calendar days after the close of each of the Borrower’s fiscal years, a copy of the Borrower’s annual financial statement in reasonable detail satisfactory to the Lender and the Department, prepared in accordance with generally accepted accounting principles, consistently applied, and audited by an independent, certified public accountant; and

(ii) Any additional information reasonably requested by the Lender or the Department.

(c) Qualification to Do Business . The Borrower shall maintain its qualification to do business in the State.

(d) State Drug Policy . The Borrower will comply with the State’s policy concerning drug and alcohol free workplaces, as set forth in COMAR 01.01.1989.18 and 21.11.08, for the term of this Agreement. Specifically, the Borrower shall:

(i) Make a good faith effort to eliminate illegal drug use and alcohol and drug abuse from its workplaces during the term of this Agreement;

(ii) Prohibit the unlawful manufacture, distribution, dispensation, possession, or use of drugs in its workplaces;

(iii) Prohibit its employees from working under the influence of alcohol or drugs;

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(iv) Not hire or assign to work on an activity funded in whole or part with State funds, anyone whom it knows, or in the exercise of due diligence it should know, currently abuses alcohol or drugs and is not actively engaged in a bona fide rehabilitation program;

(v) Promptly inform the appropriate law enforcement agency of every drug related crime that occurs in any of its workplaces if any of its employees has observed the violation or otherwise has reliable information that a violation has occurred; and

(vi) Notify employees that drug and alcohol abuse are banned in the workplaces, impose sanctions on employees who abuse drugs and alcohol in the workplaces, and institute steps to maintain drug and alcohol free workplaces.

(e) Completion . The Borrower shall:

(i) Cause the Project to be completed by the Completion Date, free and clear of any Liens or claims for Liens, except for Permitted Liens, as that term is defined in the Deed of Trust;

(ii) Cause the Project to be completed in accordance with the Application, the Act, the Regulations, and the terms of this Agreement; and

(iii) Satisfy all applicable Laws for the operation of the Facility by the Completion Date.

(f) Payment of Contractors . The Borrower will promptly pay all contractors and materialmen the amounts due them.

(g) Insurance .

(i) During the term of this Agreement the Borrower shall obtain and maintain, except as provided below, the following insurance coverages:

(1) Comprehensive general public liability and property damage insurance in amounts usually carried by similar operations against claims for bodily injury, death, or damage to property occurring on the Facility; and

(2) Workers’ compensation insurance for all contractors and subcontractors employed at the Facility and all employees of the Borrower employed in the State; and

(3) Any other insurance in connection with the Facility, in amounts and against risks as is customarily maintained by similar businesses operating in the same vicinity.

(ii) All insurance policies shall be with responsible companies with an A. M. Best rating of “A-” or better and shall each bear an endorsement that it shall not be canceled, terminated, endorsed, or amended without 30 days written notice to the Lender.

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(iii) The Borrower shall cause certificates of insurance, evidencing that the Borrower maintains the insurance required under this subsection, to be delivered annually to the Lender or upon request.

(h) Notification of Claims . The Borrower shall promptly notify the Lender of any (i) material action or prospective claims or litigation, including tax deficiencies, that may be asserted against the Borrower, and (ii) default or event of default under the terms of any bond, debenture, note, or other evidence of indebtedness of the Borrower.

(i) Access . Any duly authorized representative of the Lender shall, at all reasonable times, have access to all portions of the Facility; provided, however, that if no Default has occurred and is continuing, the Lender shall provide the Borrower with reasonable notice of the Lender’s desire to access the Facility and shall limit its access to normal business hours.

(j) Books and Records . The Borrower shall keep any books, records, and other documents that may be required under the rules and procedures now or hereafter applicable to MEDAAF loans, and as may be reasonably necessary to disclose fully the amount and disposition of the Loan, the total costs incurred to complete the Project, and the source of all funds expended towards the costs of the Project. All books, records and other documents shall be maintained at the offices of the Borrower for inspection, copying, audit and examination at all reasonable times by any duly authorized representative of the Lender. All books, records and other documents shall be maintained until the first to occur of (i) three years after completion of the Project, or (ii) the completion of an audit of the Project by the State. All information obtained by the State from Borrower’s books, records, or other documents shall be kept confidential to the extent permitted by Law.

(k) Taxes . The Borrower shall promptly pay all Taxes imposed on the Borrower and its properties prior to the date when any interest or penalty would accrue for non-payment, except for those Taxes being contested in good faith by appropriate proceedings by the Borrower.

(l) Press Releases . Without the prior consent of the Lender, the Borrower may not issue any press releases in connection with the Loan, the State, the Department, or the Lender.

(m) Further Assurances . At any time, upon request by the Lender, the Borrower, at its sole expense, will make, execute, and deliver, or cause to be made, executed, and delivered, any additional documents that may, in the opinion of the Lender, be necessary or desirable to effectuate, complete, perfect, continue, or preserve the Obligations. Upon any failure by the Borrower to do so, the Lender may make and execute any such documents in the name of the Borrower, and at the sole expense of the Borrower, and the Borrower hereby irrevocably appoints the Lender the agent and attorney-in-fact of the Borrower to do so, this appointment being coupled with an interest. The Lender may, at its option, advance the Expenses incurred in making and executing any such documents and the Borrower shall reimburse the Lender for any sums advanced with interest at a rate equal to 12% per annum. Any such Expenses, together with interest, same shall be part of the Obligations.

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(n) Indemnification . The Borrower releases the State, the Department, and the Lender from, and agrees to protect, indemnify and save each of them harmless against, any Claims and Expenses incurred by, or asserted against, any of them, arising in connection with the Loan, the Project, or the Facility. All money expended by the State, the Department, or the Lender as a result of such Claims and Expenses, together with interest at a rate equal to 12% per annum from the date of payment, shall constitute an additional indebtedness of the Borrower and shall be immediately due and payable by the Borrower to the State, the Department, or the Lender. Nothing contained in this Section 3.02(n) or in the Financing Documents shall be construed as a limit on the Obligations. This Section 3.02(n) shall survive termination of this Agreement and repayment/forgiveness of the Loan and Note in full.

(o) Contractor’s Non-Discrimination . The Borrower shall not discriminate on the basis of race, color, sex, religion, or national or ethnic origin in its hiring of contractors to carry out any portion of the Project. Borrower shall prohibit its contractors from engaging in such discrimination in the hiring of subcontractors to carry out any portion of the Project.

(p) Occupancy . Within 20 business days after the date the Borrower first occupies all or any portion of the Facility, the Borrower shall notify the Lender and the Department in writing of the date of such occupancy.

(q) Expenses . All Expenses incurred by the Lender shall become part of the Obligations and shall be repaid by the Borrower on demand, together with interest at a rate equal to 12% per annum from the date of incurrence.

(r) Compliance With Laws . The Borrower will comply with all Laws.

ARTICLE IV

DEFAULT AND REMEDIES

Section 4.01. Defaults .

The following events shall constitute a Default under this Agreement:

(a) The Borrower fails to pay the principal amount of the Loan and interest thereon according to the terms of the Note or any other payment required by any of the Financing Documents, including the Obligations;

(b) The Borrower ceases to use the Facility in connection with the manufacture and/or assembly of wood products, as contemplated in this Agreement, the Application, and the Commitment Letter;

(c) Any statement made in any certificate, report or opinion (including legal opinions), financial statement, or other document furnished in connection with the Loan was incorrect in any material respect when made;

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(d) The Borrower breaches any covenant, representation, warranty, or other provision of this Agreement, which breach is not cured within 30 calendar days from the date the Borrower receives (as provided in Section 6.01 below) written notice of the breach from the Lender; provided, however that the Borrower shall not receive a 30 calendar day cure period under this subsection for any breach for which there is a specific Default set forth in this Section;

(e) The Borrower breaches (i) any covenant, representation, warranty, or other provision in any other Financing Document, which breach continues beyond any applicable grace or cure period, or (ii) the provisions of Sections 3.02(a), (e), (h), (l), and (o) of this Agreement;

(f) Any portion of, or interest in, the Facility is sold, leased, subleased, transferred, encumbered, or otherwise conveyed, without the prior written consent of the Lender;

(g) The Borrower fails to comply with any requirement of any Governmental Authority within 30 days after written notice of the requirement is made or within any other time period set by the Governmental Authority; or if any proceeding is commenced or action taken to enforce any remedy for a violation of any requirement of a Governmental Authority or any restrictive covenant affecting any part of the Facility;

(h) The Project is not completed, as determined in the sole discretion of the Lender, by the Completion Date;

(i) A default or event of default occurs under the terms of any bond, debenture, note, or other evidence of indebtedness of the Borrower and remains uncured beyond any applicable grace or cure period;

(j) Final judgment for the payment of money in excess of $1,000,000 is rendered against the Borrower and is not discharged or a stay of execution thereon or a bond is not procured within 30 days from the date of entry thereof, or if thereafter the judgment remains unsatisfied for a period of 30 days after the termination of any such stay of execution thereon or bond;

(k) Any court of competent jurisdiction makes a final order (i) adjudicating the Borrower a bankrupt, (ii) appointing a trustee or receiver of a substantial part of the property of the Borrower, (iii) approving a petition for, or affecting an arrangement in, bankruptcy, a reorganization pursuant to federal bankruptcy law, or any other judicial modification or alterations of the rights of the Lender or of other creditors of the Borrower, (iv) assuming custody or sequestering any substantial part of the property of the Borrower, or (v) attaching or garnishing any substantial part of the property of the Borrower; or if the Borrower (A) files such petition, or (B) takes or consents to any other actions seeking any such judicial order, or (C) makes an assignment for the benefit of creditors, or (D) fails to pay debts generally as they become due, or (E) makes an admission in writing of inability to pay debts generally as they become due;

(l) Without the prior written consent of the Lender, the Borrower (i) sells or transfers all or substantially all of its business assets, (ii) begins any proceeding to dissolve or liquidate, (iii) changes the form of business entity through which it presently conducts its business, or (iv) merges or consolidates;

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(m) Without the prior written consent of the Lender, the Borrower is dissolved by operation of law or in any other manner;

(n) The Lender makes a good faith determination that the Borrower’s tangible net worth has fallen below $65,000,000 as of any quarterly financial statement;

(o) The Borrower relocates to an area which is not a Priority Funding Area, as that term is defined in Title 5-7B of the State Finance and Procurement Article of the Annotated Code of Maryland;

(p) A default or event of default occurs under the terms of (i) any of the other Financing Documents, (ii) any of the County ReGrant Documents, or (iii) the MITP Documents; or

(q) As of the Completion Date, the principal amount of the Loan exceeds 70% of the costs of the Project.

Section 4.02. Remedies .

(a) Upon the occurrence of any Default and after any applicable grace or cure period, prior to exercising any other remedy under this Agreement, the Lender shall require the immediate repayment of the entire outstanding principal indebtedness, together with all accrued interest, under the Note and any Obligations.

(b) In the event the Borrower fails to repay the full amount of the Obligations as provided in subsection (a) above within 10 days after the Lender sends a written notice of default, acceleration, and demand for payment, the Lender may:

(i) At any time proceed to protect and enforce all rights and remedies available to the Lender under this Agreement or by Law, by any other proceedings, whether for specific performance of any agreement contained in this Agreement, damages, or other relief; or

(ii) Exercise any of its rights and remedies under the Deed of Trust.

(c) All remedies provided for in this Agreement or by Law are cumulative and are in addition to any other rights and remedies available to the Lender under any Law. The exercise of any right or remedy by the Lender shall not constitute a cure or waiver of any Default by the Borrower, nor invalidate any act done pursuant to any notice of Default, nor prejudice the Lender in the exercise of those rights, unless the Borrower repays the full amount of the Obligations to the Lender.

(d) The failure of the Lender to insist upon performance of any term of this Agreement shall not constitute a waiver of any term of this Agreement. No act of the Lender shall be construed as an election to proceed under any one provision in this Agreement to the exclusion of any other provision.

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(e) If the Lender suspends or terminates this Agreement, the rights and remedies available to the Lender shall survive the suspension or termination.

Section 4.03. Setoff .

The Lender may set off against and apply any funds of the Borrower on deposit with, or under the control of, the State to the payment of the Obligations, without notice and without resort to any judicial proceeding.

ARTICLE V

MISCELLANEOUS

Section 5.01. Notices .

(a) All communications between the parties made pursuant to this Agreement shall be in writing.

(b) Any communication shall (a) when mailed, be effective three business days after it is deposited in the mails, (b) when mailed for next day delivery by a reputable overnight courier service, be effective one business day after mailing, and (c) when sent by fax, be effective when it is faxed and receipt of the communication is confirmed. Communications shall be delivered to the office of the addressee, as follows:

Maryland Economic Development Corporation

100 North Charles Street, Suite 630

Baltimore, Maryland 21201

Attention: Executive Director

FAX Number: 410-625-1848

Department of Business and Economic Development

217 East Redwood Street, 22nd Floor

Baltimore, Maryland 21202

Attention: Financing Programs Accounting and Administration

FAX Number: (410) 333-6931

With a copy to the Counsel to the Lender, on the 11th Floor at the same address, or if by fax, to 410-333-8298.

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Glenn E. Eanes, Vice President and Treasurer

American Woodmark Corporation

3102 Shawnee Drive

Winchester, Virginia 22601

FAX Number: 540-665-9176

(c) The Borrower, the Department, and the Lender may change their notice addresses by sending written notice to the other party.

Section 5.02. Assignment .

(a) No benefit or burden imposed on the Borrower under this Agreement may be assigned without the prior written consent of the Lender.

(b) The Borrower acknowledges that immediately following the execution of this Agreement and the other Financing Documents, the Lender will assign all of its rights and interest in the Financing Documents to the Department. Immediately following the assignment of the Financing Documents to the Department shall accede to the rights of the Lender under the Financing Documents and all references to the “Lender” in the Financing Documents shall be deemed to mean the Department. Following the assignment of the Financing Documents to the Department, the Lender shall have no further liability to the Borrower in connection with the Loan or the Financing Documents. In addition, all representations and warranties made by the Borrower in the Financing Documents, and all instruments, certification, or documents delivered by the Borrower in connection with the Financing Documents, shall be deemed to run to the benefit of, and be enforceable by, the Department.

Section 5.03. Successors Bound .

This Agreement shall inure to the benefit of, and shall be binding upon, each of the parties and their successors and permitted assigns.

Section 5.04. Severability .

The invalidity of any part of this Agreement shall not affect the validity of the remaining provisions of this Agreement.

Section 5.05. Entire Agreement .

This Agreement constitutes the entire agreement between the Borrower and the Lender and supersedes all prior oral and written agreements, representations, and negotiations between the parties concerning the Loan and the Obligations. If there is any inconsistency between this Agreement and the Application or the Commitment Letter, the provisions of this Agreement shall prevail.

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Section 5.06. Amendment of Agreement .

This Agreement may be amended only in writing executed by the Lender and the Borrower.

Section 5.07. Headings .

The headings used in this Agreement are for convenience only and do not constitute a part of this Agreement.

Section 5.08. Disclaimer of Relationships .

The Borrower acknowledges that the obligation of the Lender is limited to making the Loan on the terms set forth in this Agreement. Nothing in this Agreement, and no act of the Lender or the Borrower, shall be deemed to create any relationship of third-party beneficiary, principal and agent, limited or general partnership, joint venture, or any other relationship between the Borrower and the Lender. In addition, by inspecting any part of the Facility or by accepting or approving any action of the Borrower under any of the Financing Documents, the Lender shall not be considered to warrant the condition, legality, or sufficiency of any part of the Facility or any action taken or not taken by the Borrower.

Section 5.09. Governing Law .

This Agreement and all of the other Financing Documents shall be governed by the laws of the State.

Section 5.10. Term of Agreement .

Except as otherwise provided in this Agreement, unless sooner terminated by the mutual consent of the Borrower and the Lender, this Agreement shall remain in full force and effect until the earlier to occur of the date the Loan and the Obligations, together with interest and all other sums due and owing in connection with this Agreement, the Obligations or the Loan, have been paid in full to the satisfaction of the Lender and/or the Loan and the Obligations are forgiven by the Lender under the provisions of Article VI below.

Section 5.11. Illegality .

If performance of any obligation under any of the Financing Documents would require the performing party to violate the Law, then the performance shall be reduced to the level permitted by Law, and if (1) any provision of this Agreement, other than provisions requiring the Borrower to pay interest, principal, principal and interest, or any other of the Obligations, operates, or would operate, to invalidate any part of this Agreement, then such provision only shall be void as though not set forth in this Agreement, and the remainder of this Agreement shall remain in full force and effect, (2) any provision of this Agreement requires the Borrower to pay interest, principal, principal and interest, or any other of the Obligations, then at the option of the Lender, the entire unpaid sum under the Loan, with all unpaid interest accrued thereon, and all other unpaid Obligations shall become due and payable.

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Section 5.12. WAIVER OF JURY TRIAL .

THE BORROWER HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER AND IN CONNECTION WITH THE LOAN OR ANY OF THE FINANCING DOCUMENTS.

Section 5.13. Expenses .

The Borrower shall pay all Expenses in connection with the execution and delivery of any of the Financing Documents.

Section 5.14. Counterparts .

This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which, when taken together, shall constitute one document.

ARTICLE VI

FORGIVENESS AND EMPLOYMENT REPORTING

Section 6.01. Full Repayment .

The Borrower shall repay the outstanding amount of the Loan, together with accrued interest thereon, as provided in the Note, if:

(a) As of any Calculation Date, the Borrower employs less than 200 Permanent, Full-time Employees;

(b) By the Completion Date, the Borrower fails to expend the amount of the Borrower’s Contribution towards the costs of the Project; or

(c) If at any time after the Borrower occupies the Facility through the Forgiveness Date, the Borrower substantially decreases its operations at the Facility.

Section 6.02. Partial Repayment .

(a) First Tier Calculation Dates .

(i) On the first First Tier Calculation Date in which the Borrower employs less than 300 Permanent, Full-time Employees, but employs at least 200 Permanent, Full-time Employees, the Borrower shall repay to the Lender a portion of the Loan equal to $3,000 for each Permanent, Full-time Employees less than 300, together with accrued interest thereon, as provided in the Note.

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(ii) If on a subsequent First Tier Calculation Date the Borrower employs less than 300 Permanent, Full-time Employees, but employs at least 200 Permanent, Full-time Employees, the Borrower shall repay to the Lender a portion of the Loan equal to $3,000 for each Permanent, Full-time Employees less than 300, less an amount equal to the amount of the Loan previously repaid to the Lender under this Section 6.02, plus accrued interest on the amount of the Loan to be repaid, as provided in the Note. If the amount resulting from the calculation in the immediately preceding sentence is zero or negative, the Borrower shall not be required to make any payment to the Lender for the First Tier Calculation Date; it being expressly understood that nothing in this Section shall be construed to require the Lender to repay any amounts to the Borrower.

(b) Second Tier Calculation Dates .

(i) On the first Second Tier Calculation Date in which the Borrower employs less than 500 Permanent, Full-time Employees, but employs at least 200 Permanent, Full-time Employees, the Borrower shall repay to the Lender a portion of the Loan equal to $3,000 for each Permanent, Full-time Employees less than 500, together with accrued interest thereon, as provided in the Note.

(ii) On each future Second Tier Calculation Date in which the Borrower employs less than 500 Permanent, Full-time Employees, but employs at least 200 Permanent, Full-time Employees, the Borrower shall repay to the Lender a portion of the Loan equal to $3,000 for each Permanent, Full-time Employees less than 500, less an amount equal to the amount of the Loan previously repaid to the Lender under this Section 6.02, plus accrued interest on the amount of the Loan to be repaid, as provided in the Note. If the amount resulting from the calculation in the immediately preceding sentence is zero or negative, the Borrower shall not be required to make any payment to the Lender for the Second Tier Calculation Date; it being expressly understood that nothing in this Section shall be construed to require the Lender to repay any amounts to the Borrower.

(c) Example of Operation of This Section . The following is an example of the intended operation of the preceding paragraph. If the Borrower employed 250, 275, 400, 475, 525, 550, 450, and 375 Permanent, Full-time Employees as of each of the Calculation Dates (and assuming a pro rata repayment amount of $4000 per Permanent, Full-time Employee), then:

(1) As of December 31, 2007, the Borrower would be required to repay $200,000, plus accrued interest to the Lender ($4,000 x (300 - 250) = $200,000,

(2) As of December 31, 2008, the Borrower would not be required to make any payments to the Lender ($4,000 x (300 - 275) = $100,000; $100,000 - $200,000 = ($100,000); as this number is negative, no payment would be required),

(3) As of December 31, 2009, the Borrower would be required to repay an additional $100,000, plus accrued interest to the Lender ($4,000 x (500 - 400) = $400,000; $400,000 – $300,000 = $100,000,

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(4) As of December 31, 2010, the Borrower would not be required to make any payments to the Lender ($4,000 x (500 - 475) = $100,000; $100,000 - $400,000 = ($300,000); as this number is negative, no payment would be required),

(5) As of December 31, 2011, the Borrower would not be required to make any payments to the Lender (as the Borrower employed at least 500 Permanent, Full-time Employees),

(6) As of December 31, 2012, the Borrower would not be required to make any payments to the Lender (as the Borrower employed at least 500 Permanent, Full-time Employees),

(7) As of December 31, 2013, the Borrower would not be required to make any payments to the Lender ($4,000 x (500 - 450) = $200,000; $200,000 - $400,000 = ($200,000); as this number is negative, no payment would be required), and

(8) As of December 31, 2014, the Borrower would be required to repay an additional $100,000, plus accrued interest to the Lender ($4,000 x (500 - 375) = $500,000; $500,000 – $400,000 = $100,000.

Section 6.03. Forgiveness .

As of the Forgiveness Date, the Lender will forgive the amount of the Loan which is not subject to repayment under this Article VI, if no Default exists, and no event, circumstance, act or omission which, with the giving of notice, the passage of time, or both, would constitute a Default. Determination of amounts to be forgiven shall be made after determining any amounts required to be repaid under this Article VI.

Section 6.04. General Conditions .

(a) All information submitted by the Borrower to the Lender as evidence of compliance with any requirement of this Article must be in form and substance acceptable to the Lender.

(b) The Lender shall not be obligated to forgive all or any portion of the Loan or permit repayment as provided in this Article if a Default exists, or an event, circumstance, act or omission exists which, with the giving of notice, the passage of time, or both, would constitute a Default.

(c) All calculations of the Borrower’s employment shall be based upon the employment reports received by the Lender under Section 6.05 below.

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(b) Upon the request of the Lender, the Borrower shall provide the Lender with any information and reports that the Lender determines, in its reasonable discretion, are needed to verify information contained in an Employee Report. The Borrower shall permit the Lender to inspect the employee records of the Borrower to confirm the information contained in an Employee Report.

(c) The failure to hire and maintain Permanent, Full-time Employees at the Facility as required under this Article VI shall not constitute a Default under the terms of this Agreement.

IN WITNESS WHEREOF , the Borrower and the Lender have caused this Agreement to be executed and delivered as of the date first above written.

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STATE OF MARYLAND, CITY/COUNTY OF Baltimore, TO WIT:

I HEREBY CERTIFY that on this 20 day of January, 2005, before me, a Notary Public in the State of Maryland, personally appeared Robert C. Brennan, who acknowledged himself to be the Executive Director of the Maryland Economic Development Corporation, known or satisfactorily proven to me to be the person whose name is subscribed to this document, and acknowledged that he executed it on behalf of the Maryland Economic Development Corporation as its duly authorized Executive Director.

AS WITNESS my hand and Notarial Seal.

My Commission expires: 3/1/2007

COMMONWEALTH OF VIRGINIA, CITY/COUNTY OF Frederick, TO WIT:

I HEREBY CERTIFY that on this 7th day of February, 2005, before me, a Notary Public in the Commonwealth of Virginia, personally appeared Glenn Eanes, who acknowledged himself/herself to be the Vice President and Treasurer of the American Woodmark Corporation, known or satisfactorily proven to me to be the person whose name is subscribed to this document, and acknowledged that she/he executed it on behalf of the American Woodmark Corporation, as its duly authorized                      .

AS WITNESS my hand and Notarial Seal.

My Commission expires: 4/30/2007

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EXHIBIT A

Smart Growth Economic Development Infrastructure Fund (“One Maryland”)

Final Report and Certification of Completion Costs

1. Project Name:                                                                                       

2. Borrower:                                                              

3. Period Covered:                                  to                                 

4. Activity:

CERTIFICATION :

American Woodmark Corporation hereby certifies that: (1) the above costs have been incurred for work actually performed or equipment actually acquired and installed in accordance with an One Maryland loan for the above named Project, and (2) the information provided above is true and correct.

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LOAN AGREEMENT

EXHIBIT B

PRE-CLOSING AND CLOSING CHECKLIST

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LOAN AGREEMENT

EXHIBIT C

FORM OF EMPLOYMENT CERTIFICATION

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ASSIGNMENT OF LOAN DOCUMENTS

THIS ASSIGNMENT OF LOAN DOCUMENTS (this “Assignment”) is made as of this 9 ^th day of February, 2005, from the MARYLAND ECONOMIC DEVELOPMENT CORPORATION , a body politic and corporate and public instrumentality of the State of Maryland (the “Assignor”), to the MARYLAND DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT , a the principal department of the State of Maryland (the “Assignee”).

RECITALS

1. The Assignor owns approximately 145 acres of real property located along Route 220 in Allegany County, Maryland (the “Park Property”).

2. The Assignor and the County Commissioners of Allegany County (the “County”) are developing the Park Property into an industrial park.

3. The costs to acquire the Park Property and a portion of the costs to develop the Park Property are being financed with the proceeds of a $3,463,000 loan made by the Assignee to the Assignor (the “Development Loan”).

4. The Assignor, with the consent of the Assignee, has agreed to sell approximately 37 acres of the Park Property (the “Land”) to American Woodmark Corporation (the “Borrower”) for a total sale price of $1,484,320.

5. The Assignor has agreed to finance the sale of the Land in the amount of $1,484,320 (the “than”), which than is evidenced by a Deed of Trust Note dated the date hereof in the original principal amount of $1,484,320 made by the Borrower and payable to the Assignor (as it may be amended or replaced, the “Note”).

6. The than is subject to the terms of a than Agreement dated the date hereof between the Assignor and the Borrower (the “Loan Agreement”), and is secured by a Deed of Trust and Assignment of Lease of Rents dated the date hereof, granted by the Borrower to James G. Davis and James Henry as trustees for the benefit of the Assignor, to be recorded in the Land Records of Allegany County (the “Deed of Trust”).

7. In exchange for the cancellation of a portion of the outstanding principal amount of the Development Loan equal to the principal amount of the Loan, the Assignor has agreed to assign the Loan to the Assignee without recourse or warranty. The Assignee has agreed to accept the assignment of all of the Assignor’s rights in connection with the Loan, and the Assignor hereby endorses and assigns to the Assignee (and the Assignee accepts) the Loan and the Loan Documents (as defined below) as provided in this Assignment.

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8. Upon assignment of the Loan to the Assignee, the Assignee will deem the Loan to have been made pursuant to the provisions of the Maryland Economic Development Assistance Authority and Fund (“MEDAAF”), codified as Sections 5-1401 through 5-1411 of Article 83A of the Annotated Code of Maryland (as amended, the “Act”).

AGREEMENT

NOW, THEREFORE, in consideration of the sum of $5.00 and for other good and valuable consideration paid by the Assignee to the Assignor, the receipt and adequacy of which are hereby acknowledged by the Assignor, the Assignor and the Assignee as follows:

1. Assignment, etc . Without recourse and without any representation or warranty of any kind whatsoever except for those set forth specifically in this Assignment, the Assignor hereby transfers, endorses, assigns, delivers, and conveys to the Assignee the Loan, together with any security and collateral therefor, and all of the Assignor’s rights, title, and interest in, to and under the following documents, as amended (the “Loan Documents”) and in connection with the Loan:

(a) The Note;

(b) The Loan Agreement;

(c) The Deed of Trust; and

(d) The Policy of Title Insurance issued by Chicago Title Insurance Company to the Assignor in the amount of $1,484,320, being Policy No. 5084.

2. No Other Loan Documents, etc . The Assignor represents and warrants to the Assignee that, to the best of the Assignor’s knowledge as of the date hereof, the Loan Documents listed in Section 1 above are the only documents evidencing or securing the Loan or granting any right, title, or interest in, to, under or in connection with the Loan, or any of the Loan Documents and any collateral or security granted or provided therein.

3. Organization . The Assignor is a body politic and corporate and a public instrumentality of the State.

4. Resolution . A resolution has been duly adopted as an official act of the Assignor’s governing body authorizing the execution and delivery of this Assignment and the execution of all of the Loan Documents requiring execution by the Assignor, and authorizing and directing the person executing this Assignment to do so on behalf of the Assignor.

5. Due Authorization . The Assignor has the full power and authority to enter into this Assignment and consummate the transactions contemplated by this Assignment and the Loan Documents, and to comply with the terms set forth in all of this Assignment and the Loan

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Documents, all of which have been duly authorized by all necessary corporate action of the Assignor. No approval of any other person or public authority or regulatory body is required as a condition to the validity of this Assignment or any of the Loan Documents

6. No Defaults . The Assignor hereby represents and warrants that there is currently no monetary default or Default (as defined in the Loan Documents) relating to any payment of money, as of the date hereof.

7. Authorization . The Assignor does hereby authorize and empower the Assignee, its successors and assigns, to exercise all of the rights, powers, and privileges conferred by the Loan Documents to the same extent as the Assignor is authorized and empowered to exercise the same under the provisions of the Loan Documents and applicable laws. This authorization is merely intended to transfer to the Assignee all rights and powers granted to the Assignor in the Loan Documents, but is not intended as a warranty by the Assignor with respect thereto.

8. No Prior Assignments, etc . The Assignor represents and warrants to the Assignee that the Assignor has not sold, assigned, transferred or encumbered any interest in the Loan, or any of its rights, title and interest in, to and under any of the Loan Documents.

9. Further Assurances, etc . Promptly upon the request of the Assignee, the Assignor will execute and deliver any further assurances, endorsements, and assignments and take any further action reasonably required by the Assignee so that the Assignee may obtain the benefits of this Assignment, it being the intent of the Assignor and the Assignee that the Loan and all of the Assignor’s rights, title and interest in, to and under the Loan Documents be absolutely and irrevocably transferred, endorsed, assigned, delivered, and conveyed to the Assignee. Any further assurances, endorsements, or assignments shall include an assignment of the Deed of Trust in form suitable for recording; and an appropriate endorsement on the Note or any allonge attached thereto.

10. Miscellaneous. This Assignment shall be governed by the laws of the State of Maryland and may be executed in any number of duplicate originals or counterparts, each of which original and counterpart, and all taken together, shall constitute one and the same instrument. This Assignment shall be binding upon the Assignor and inure to the benefit of the Assignee and its successors and assigns.

11. Acknowledgement by Assignee . By signing below, the Assignee hereby accepts the assignment of the Loan and the Loan Documents as provided in this Assignment.

12. Cancellation of Indebtedness . Upon assignment of the Loan and the Loan Documents as set forth in this Assignment, the Assignee will cancel a portion of the outstanding principal amount of the Development Loan equal to the principal amount of the Loan.

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IN WITNESS WHEREOF, the Assignor has executed and delivered this Assignment under seal as of the date and year first written above.

STATE OF MARYLAND, CITY/COUNTY OF Baltimore, TO WIT:

I HEREBY CERTIFY that on this 20th day of January 2005, before me, a Notary Public in the State of Maryland, personally appeared Robert C. Brennan, who acknowledged himself to be the Executive Director of the Maryland Economic Development Corporation, known or satisfactorily proven to me to be the person whose name is subscribed to this document, and acknowledged that he executed it on behalf of the Maryland Economic Development Corporation as its duly authorized Executive Director.

AS WITNESS my hand and Notarial Seal.

My Commission expires: 3/1/2007

ACCEPTANCE OF ASSIGNMENT BY ASSIGNEE

The DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT , by the signature below of its Secretary, hereby acknowledges and accepts the foregoing Assignment and consents to the provisions thereof.

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STATE OF MARYLAND, CITY/COUNTY OF Baltimore TO WIT:

I HEREBY CERTIFY that on this 9 ^th day of February,, 2005, before me, a Notary Public in the State of Maryland, personally appeared Aris Melissaratos, who acknowledged himself to be the Secretary of the Department of Business and Economic Development, known or satisfactorily proven to me to be the person whose name is subscribed to this document, and acknowledged that he executed it on behalf of the Department of Business and Economic Development as its duly authorized Secretary.

AS WITNESS my hand and Notarial Seal.

My Commission expires: 3/1/2008

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GRANT AGREEMENT

THIS GRANT AGREEMENT (as it may be amended, this “Agreement”) is made as of this 9 ^th day of February, 2005, between AMERICAN WOODMARK CORPORATION , a Virginia corporation (the “Recipient”), and the COUNTY COMMISSIONERS OF ALLEGANY COUNTY , a political subdivision of the State of Maryland (the “County”).

RECITALS

1. The County received a grant from the Department of Business and Economic Development, a principal department of the State of Maryland (the “Department”), in the amount of $750,000 (the “DBED Grant”).

2. The DBED Grant was made pursuant to the provisions of the Maryland Economic Development Assistance Authority and Fund, codified as Sections 5-1401 through 5-1411 of Article 83A of the Annotated Code of Maryland (the “Act”).

3. The County has agreed to regrant the proceeds of the DBED Grant to the Recipient (the “County ReGrant”).

4. The proceeds of the County ReGrant will be used to reimburse the Recipient for costs incurred in developing and constructing an approximately 250,000 square foot facility in the Barton Business Park in Allegany County, Maryland (the “Facility”).

5. The development and construction of the Facility are part of a larger project consisting of: (a) the Recipient’s acquisition of approximately 37 acres in the Barton Business Park (the “Land”) from MEDCO (as defined below), (b) the County’s acquisition of approximately 10 acres adjacent to the Land (the “Additional Land”) and transfer of the Additional Land to the Recipient, (c) the construction of the Facility on the Project Land (as defined below), (d) the acquisition and installation of furniture, equipment, and machinery in the Facility, and (e) the operation of the Facility in connection with the Recipient’s manufacture and/or assembly of wood products (collectively, the “Project”).

4. In addition to the Project, the Recipient shall employ Permanent, Full-time Employees as provided in this Agreement.

NOW, THEREFORE , for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

All accounting terms not specifically defined herein shall have the meanings determined by generally accepted accounting principles, consistently applied. All terms previously defined are incorporated in this Agreement by reference. Capitalized terms used in this Agreement have the meanings defined below:

“ Application ” means the Application from the Recipient to the Department dated July, 2004, as it may be amended.

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“ Calculation Dates ” means collectively and individually the First Tier Calculation Dates and the Second Tier Calculation Dates.

“ Claim ” means any action or other claim for liability, loss, expense, or other cost, including fees, costs and expenses of attorneys, consultants, contractors, and experts.

“ Closing Checklist ” means the Pre-Closing and Closing Checklist attached hereto as Exhibit C

“ Completion Date ” means December 31, 2005.

“ Commitment Letter ” means the conditional commitment letter issued by the Department in connection with the DBED Grant and the County ReGrant dated July 19, 2004, as it may be amended.

“ County ReGrant Documents ” means all documents executed and delivered in connection with the County ReGrant and the Obligations, including this Agreement, the Deed of Trust, and any other document, evidencing or securing the County ReGrant, as any of them may be amended.

“ County’s Contribution ” means the provision of at least $300,000 towards the costs of the Project by the County, which shall be in the form of acquisition of the Additional Land and infrastructure costs related to the Project.

“ DBED Grant Agreement ” means the grant agreement dated the date hereof between the Department and the County, made in connection with the DBED Grant.

“ Deed of Trust ” means the Deed of Trust and Assignment of Leases and Rents dated the date of this Agreement, made by the Recipient to Jerry L. Frantz and William M. Rudd, as trustees for the benefit of the County, granting the County a second lien security interest in the Project Land as security for the Recipient’s Obligations, and to be recorded in the Land Records of Allegany County, as it may be amended

“ Default ” means any default under Article IV of this Agreement.

“ Eligible Project Costs ” means costs to develop and construct the Facility, as approved by the County and the Department.

“ Employee Report ” means a report prepared by the Recipient which consists of (a) a list of the names of all of the Permanent, Full-time Employees employed by the Recipient at the Facility as of the dates required in Section 6.06 below, and (b) the social security number, the average hours worked, or expected to be worked, for the year, the hourly or annual pay rate, and a general

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description of available benefits for each listed Permanent, Full-time Employee. Attached to the report shall be a completed and properly executed certification in substantially the form of Exhibit D attached to this Agreement .

“ Expenses ” means all costs and expenses incurred by the County (whether before or after a Default) in connection with, or in exercising or enforcing any rights, powers and remedies provided in, any of the County ReGrant Documents.

“ Final Report ” means a completed and executed final report in substantially the form of Exhibit B attached to this Agreement.

“ First Tier Calculation Dates ” means collectively and individually December 31, 2007, and December 31, 2008.

“ Forgiveness Date ” means December 31, 2014.

“ Governmental Authority ” means the United States, the State, or any of their political subdivisions, agencies, or instrumentalities, including any local authority having jurisdiction over any aspect of the Project.

“ Laws ” means any current or future federal, state and local laws, statutes, rules, ordinances, regulations, codes, decisions, interpretations, orders, or decrees of any court or other Governmental Authority having jurisdiction.

“ Lien ” means any mortgage, deed of trust, pledge, security interest, assignment, judgment, lien or charge of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, any liens or claims for liens for materials supplied or for labor or services performed, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction.

“ Loan ” means the financing provided by MEDCO to the Recipient in the amount of $1,484,320, in connection with the Recipient’s acquisition of the Land.

“ Loan Agreement ” means the Loan Agreement dated the date hereof between the Recipient and MEDCO in connection with the Loan, as it may be amended or replaced.

“ Loan Deed of Trust ” means the Deed of Trust and Assignment of Leases and Rents dated the date of this Agreement, made by the Recipient to James G. Davis and James Henry, as trustees for the benefit of MEDCO, granting MEDCO a security interest in the Project Land and to be recorded in the Land Records of Allegany County, as it may be amended

“ Loan Documents ” means all documents executed and delivered in connection with the Loan, including the Note, the Loan Agreement, the Loan Deed of Trust, and any other document, evidencing or securing the Loan, as any of them may be amended.

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“ MEDCO ” means the Maryland Economic Development Corporation, a body politic and corporate and a public instrumentality of the State of Maryland.

“ Note ” means the Deed of Trust Note dated the date hereof in the original principal amount of $1,484,320 made by the Recipient and payable to MEDCO, as it may be amended or replaced.

“ Obligations ” means all duties of payment, performance, and completion owed by the Recipient to the County under the County ReGrant Documents and by law, including the obligations to:

(a) Pay all sums of money owed in connection with the County ReGrant and any of the County ReGrant Documents, including all funds and all sums of principal, interest, and premium, if any, due or to become due, and past, present, and future advances under any of the County ReGrant Documents, all money advanced or expended by the County as provided for in any of the County ReGrant Documents, and all Expenses; and

(b) Strictly observe and perform all of the provisions of the County ReGrant Documents, time being of the essence.

“ Permanent, Full-time Employees ” means employees who (a) are employed by the Recipient at the Facility for at least 1800 hours per year, without a fixed term of employment, (b) are eligible for an employer subsidized health care benefits package, (c) are eligible for similar other benefits as other employees of the Recipient and any subsidiary or affiliate of the Recipient, and (d) make an hourly wage of at least 150% of the federal minimum wage. A Permanent, Full-time Employee shall not include (i) an employee of a company acquired by the Recipient after the date hereof, if the employee’s place of employment immediately prior to the acquisition was in the State or (ii) an employee of the Recipient who is transferred to the Facility, if the employee’s place of employment immediately prior to the transfer was in the State.

“ Project Land ” means collectively the Land and the Additional Land.

“ Recipient’s Contribution ” means the Recipient’s provision of at least $10,000,000 towards the costs of the Project, excluding the amount of the Loan and the County Regrant.

“ Regulations ” means the regulations in COMAR 24.05.02.01 through 24.05.02.16, as they may be amended.

“ Second Tier Calculation Dates ” means collectively and individually December 31, 2009, December 31, 2010, December 31, 2011, December 31, 2012, December 31, 2013, and December 31, 2014.

“ State ” means the State of Maryland.

“ Taxes ” means all taxes, water rents, sewer rents, assessments, utility charges (whether public or private), and other governmental or municipal or public dues, charges, and levies.

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ARTICLE II

TERMS OF THE GRANT AND DISBURSEMENT

Section 2.01. The Grant .

Subject to the terms of all of the County ReGrant Documents, the County agrees to extend the County ReGrant to the Recipient.

Section 2.02. Repayment of County ReGrant .

All sums advanced under the County ReGrant shall be repaid as provided in this Agreement.

Section 2.03. Disbursements .

(a) In General . Subject to the Recipient’s continued compliance with all of the terms of the County ReGrant Documents, the continued satisfaction of all conditions precedent to disbursing County ReGrant proceeds under this Agreement, and the continued non-existence of a Default or any event, circumstance, act or omission which with the giving of notice, the passage of time, or both, would constitute a Default, the County shall advance to the Recipient the sums requested by the Recipient in a completed Request for Disbursement, the form of which is attached hereto as Exhibit A .

(b) Monthly Disbursement . All Requests for Disbursement shall be made to the County at the address specified in Section 5.01, or at any other place that the County designates. The Recipient may submit only one Request for Disbursement every 30 days. Requests for disbursement shall, at the option of the County, be submitted no later than 30 business days before the date of the requested disbursement.

(c) Disbursements to the Recipient . All disbursements shall be made directly to the Recipient by check. The County shall only disburse County ReGrant proceeds upon presentation by the Recipient of invoices, bills, or other satisfactory proof of payments to reimburse the Recipient for payments made for Eligible Project Costs.

(d) Conditions for All Disbursements . The obligation of the County to make any disbursements of the County ReGrant, including the first through final disbursements, is subject to the satisfaction of the following conditions as of the date the disbursement is made:

(i) Receipt of Request for Disbursement . The County shall have received a completed Request for Disbursement.

(ii) Representations True . No representation or warranty of the Recipient contained in this Agreement shall be or have become materially incorrect or inaccurate.

(iii) No Defaults . There shall be no breach, default, or event of default (including a Default) under the terms of any of the County ReGrant Documents, and no event, circumstance, act, or omission shall exist which with the giving of notice, the passage of time, or both, would

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constitute breach, default, or event of default (including a Default) under any of the County ReGrant Documents.

(iv) Solvency Certifications . If requested by the County or the Department, the Recipient shall deliver to the Department and the County a certificate stating that no (1) petition in bankruptcy, voluntary or otherwise, (2) assignment for the benefit of creditors, (3) petition seeking reorganization or arrangement under bankruptcy laws of the United States or of any state, or (4) other action brought under any bankruptcy laws, is pending against the Recipient. The Department or the County may request such a certification at any time during the County ReGrant term.

(v) No Adverse Change . There has been no materially adverse change in the Recipient’s financial condition from that reflected in the Recipient’s financial statements most recently submitted to the County and the Department prior to the closing.

(vi) Receipt of DBED Grant Funds . The County has received a corresponding disbursement of the DBED Grant funds from the Department under the terms of the DBED Grant Agreement.

(e) The Recipient’s right to request funds under this Agreement shall terminate five months after the date of this Agreement.

(f) Availability of Funds . Disbursements of County ReGrant proceeds are subject to the continuing availability of funds for such purpose, and compliance with all applicable Laws.

(g) Upon each disbursement, the Recipient shall be deemed to have issued each of the representations and warranties contained in Section 3.01 of this Agreement.

(h) In no event shall the County be obligated to make any advance under this Agreement if a Default has occurred or if the advance would cause the total amount of advances made to exceed the amount of the County ReGrant.

Section 2.04. Conditions Precedent to Disbursement .

(a) Except as provided in subsection (b) below, before disbursing any County ReGrant proceeds, the County and the Department shall receive all of the items set forth on the Closing Checklist, in form and substance acceptable to the County and the Department.

(b) Notwithstanding subsection (a) above, the County shall disburse up to $250,000 of the County ReGrant as provided in this Section so long as the County and the Department receive all of the items set forth in Sections I and II of the Closing Checklist, in form and substance acceptable to the County and the Department

Section 2.04. Completion .

Within 30 days after the Completion Date, the Recipient shall submit to the Department and the County the following:

(a) Evidence that the Project is completed;

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(b) A copy of a certificate of use and occupancy issued for the Project;

(c) Evidence that the insurance required under Section 3.02(c)(i)(2) of the Deed of Trust includes the Facility; and

(d) A Final Report, together with any additional information required by the County or the Department.

ARTICLE III

REPRESENTATIONS, WARRANTIES, AND COVENANTS

OF THE RECIPIENT

Section 3.01. Representations and Warranties .

The Recipient represents and warrants as follows:

(a) Organization . The Recipient:

(i) Is a corporation duly organized, validly existing, and in good standing under the laws of the State of Virginia;

(ii) Has the power to own its property and to carry on its business as now being conducted;

(iii) Is duly qualified to do business and is in good standing in the State and in each jurisdiction in which the character of properties owned by it or the transaction of its business makes qualification necessary; and

(iv) Has delivered a complete copy of its articles of incorporation and by-laws, together with all amendments, to the County.

(b) Due Authorization . The Recipient has the full corporate power and authority to enter into this Agreement, to accept the County ReGrant as contemplated by the County ReGrant Documents, to execute and deliver all of the County ReGrant Documents to which it is a party, and to comply with the terms set forth in all of the County ReGrant Documents, all of which have been duly authorized by all necessary corporate action of the Recipient. No approval of any other person or public authority or regulatory body is required as a condition to the validity of any of the County ReGrant Documents, or, if required, the approval has been obtained.

(c) Validity of County ReGrant Documents . All of the County ReGrant Documents have been properly executed by the Recipient and will:

(i) Not violate any Laws, or any provision of the Recipient’s articles of incorporation or by-laws;

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(ii) Not violate any provision, or result in a breach, of any document or agreement binding on the Recipient or affecting its property; or

(iii) Constitute the valid and legally binding obligations of the Recipient, fully enforceable against the Recipient, in accordance with their terms.

(d) Legal Actions . To the best of the Recipient’s knowledge there is no (1) Claim pending or, to the best of the Recipient’s knowledge, threatened in any court or before any governmental agency, and (2) investigation by or before any Governmental Authority, that:

(i) Questions the validity or enforceability of any of the County ReGrant Documents, or any action taken, or to be taken, under any of them;

(ii) Is likely to result in any material adverse change in the authority, properties, assets, liabilities, or conditions (financial or otherwise) of the Recipient that would cause the Recipient’s tangible net worth to fall below $65,000,000 as of any quarterly financial statement; or

(iii) Affects the Facility or the Project.

(e) Recipient’s Financial Statements . The Recipient’s financial statements, copies of which have been furnished to the County, were prepared in accordance with generally accepted accounting principles consistently applied and are complete and correct and fairly and accurately present the financial condition of the Recipient as of their date and the results of its operations for the period then ended. There has been no material adverse change in the financial condition of the Recipient or the results of its operations since the date of such financial statements.

(f) Taxes . All Taxes imposed upon the Recipient and its properties have been paid prior to the date when any interest or penalty would accrue for nonpayment, except for those Taxes being contested in good faith and by appropriate proceedings by the Recipient.

(g) Accuracy of Statements . All information contained in any financial statement, report, or other document given to the County or the Department by the Recipient or by any other person in connection with the County ReGrant is true and accurate in all respects, and the Recipient and each other person has not omitted to state any material fact or any fact necessary to make the information not misleading.

(h) Application . All information in the Application was true and complete in all material respects as of the date of the Application. The Recipient is aware of no event that would require any amendment to the Application in order to make any information in the Application true and complete in all material respects and not misleading in any material respect as of the date of this Agreement, and the Recipient is aware of no event or other fact that should have been, and has not been, reported in the Application as material information.

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(i) Document Defaults . There is no event of default or default (including a Default) on the part of the Recipient under any of the County ReGrant Documents, and no event has occurred or is continuing that, with notice, or the passage of time, or both, would constitute an event of default or default (including a Default) under any of the County ReGrant Documents.

(j) Compliance With Laws . The Recipient has complied with all Laws.

(k) State Drug Policy . The Recipient is in compliance with the State’s policy concerning drug and alcohol free workplaces, as set forth in COMAR 01.01.1989.18 and 21.11.08.

(l) Approvals . The Recipient has obtained, or expects to obtain prior to the commencement of construction of the Project:

(i) All approvals from and reviews by all Governmental Authorities of the Laws applicable to the Project and the Facility; and

(ii) All necessary building permits for the Project.

(m) Lien of Deed of Trust . Upon the execution and recordation of the Deed of Trust, the County will have a second lien security interest in Project Land.

Section 3.02. Recipient’s Covenants .

The Recipient covenants as follows:

(a) Repayment and Performance . The Recipient shall promptly pay and perform all of the Obligations in the manner provided in the County ReGrant Documents.

(b) Use of Grant Proceeds . The Recipient shall use the County ReGrant proceeds for Eligible Project Costs.

(c) Financial Information . The Recipient shall furnish the County and the Department with:

(i) As soon as available, but in no event more than 90 calendar days after the close of each of the Recipient’s fiscal years, a copy of the Recipient’s annual financial statement in reasonable detail satisfactory to the County, prepared in accordance with generally accepted accounting principles, consistently applied, and audited by an independent, certified public accountant; and

(ii) Any additional information reasonably requested by the County or the Department.

(d) Good Standing . The Recipient shall maintain its existence as a Virginia corporation and its good standing and qualification to do business in the State.

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(e) State Drug Policy . The Recipient will comply with the State’s policy concerning drug and alcohol free workplaces, as set forth in COMAR 01.01.1989.18 and 21.11.08, for the term of this Agreement. Specifically, the Recipient shall:

(i) Make a good faith effort to eliminate illegal drug use and alcohol and drug abuse from its workplaces during the term of this Agreement;

(ii) Prohibit the unlawful manufacture, distribution, dispensation, possession, or use of drugs in its workplaces;

(iii) Prohibit its employees from working under the influence of alcohol or drugs;

(iv) Not hire or assign to work on an activity funded in whole or part with State funds, anyone whom it knows, or in the exercise of due diligence it should know, currently abuses alcohol or drugs and is not actively engaged in a bona fide rehabilitation program;

(v) Promptly inform the appropriate law enforcement agency of every drug related crime that occurs in any of its workplaces if any of its employees has observed the violation or otherwise has reliable information that a violation has occurred; and

(vi) Notify employees that drug and alcohol abuse are banned in the workplaces, impose sanctions on employees who abuse drugs and alcohol in the workplaces, and institute steps to maintain drug and alcohol free workplaces.

(f) Completion . The Recipient shall:

(i) Cause the Project to be completed by the Completion Date, free and clear of any Liens or claims for Liens, except for Permitted Liens, as that term is defined in the Deed of Trust;

(ii) Cause the Project to be completed in accordance with the Application, the Act, the Regulations, and the terms of this Agreement; and

(iii) Satisfy all applicable Laws for the operation of the Facility by the Completion Date.

(g) Payment of Contractors . The Recipient will promptly pay all contractors and materialmen the amounts due them.

(h) Insurance .

(i) During the term of this Agreement the Recipient shall obtain and maintain, except as provided below, the following insurance coverages: (1) Comprehensive general public liability and property damage insurance in amounts usually carried by similar operations against claims for bodily injury, death, or damage to property occurring on the Facility; and (2) Workers’ compensation insurance for all contractors and subcontractors employed at the Facility and all employees of the Recipient employed in the State.

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(ii) All insurance policies shall be with responsible companies with an A. M. Best rating of “A-” or better.

(iii) The Recipient shall cause certificates of insurance, evidencing that the Recipient maintains the insurance required under this subsection, to be delivered annually to the County.

(i) Notification of Claims . The Recipient shall promptly notify the County and the Department of any (i) material action or prospective claims or litigation, including tax deficiencies, that may be asserted against the Recipient, and (ii) default or event of default under the terms of any bond, debenture, note, or other evidence of indebtedness of the Recipient.

(j) Access . Any duly authorized representative of the County or the Department shall, at all reasonable times, have access to all portions of the Facility; provided, however, that if no Default has occurred and is continuing, the County shall provide the Recipient with reasonable notice of the County’s desire to access the Facility and shall limit its access to normal business hours.

(k) Books and Records . The Recipient shall keep any books, records, and other documents that may be required under the rules and procedures now or hereafter applicable to MEDAAF Grants, and as may be reasonably necessary to disclose fully the amount and disposition of the County ReGrant, the total costs incurred to complete the Project, and the source of all funds expended towards the costs of the Project. All books, records and other documents shall be maintained at the offices of the Recipient for inspection, copying, audit and examination at all reasonable times by any duly authorized representative of the County or the Department. All books, records and other documents shall be maintained until the first to occur of (i) three years after completion of the Project, or (ii) the completion of an audit of the Project by the State. All information obtained by the State or the County from Recipient’s books, records, or other documents shall be kept confidential to the extent permitted by Law.

(l) Taxes . The Recipient shall promptly pay all Taxes imposed on the Recipient and its properties prior to the date when any interest or penalty would accrue for non-payment, except for those Taxes being contested in good faith by appropriate proceedings by the Recipient.

(m) Press Releases . Without the prior consent of the County and the Department, the Recipient may not issue any press releases in connection with the County ReGrant, the Project, the County, the State, or the Department.

(n) Further Assurances . At any time, upon request by the County, the Recipient, at its sole expense, will make, execute, and deliver, or cause to be made, executed, and delivered, any additional documents that may, in the opinion of the County, be necessary or desirable to effectuate, complete, perfect, continue, or preserve the Obligations.

(o) Indemnification . The Recipient releases the County, the State, and the Department from, and agrees to protect, indemnify and save each of them harmless against, any Claims and

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Expenses incurred by, or asserted against, any of them, arising in connection with the DBED Grant, County ReGrant, the Project, or the Facility. All money expended by the County, the State, or the Department as a result of such Claims and Expenses, together with interest at a rate equal to 12% per annum from the date of payment, shall constitute an additional indebtedness of the Recipient and shall be immediately due and payable by the Recipient to the County, the State, or the Department, as the case may be. Nothing contained in this Section 3.02(o) or in the County ReGrant Documents shall be construed as a limit on the Obligations. This Section 3.02(o) shall survive termination of this Agreement and repayment or forgiveness of the County ReGrant. The State and the Department are third-party beneficiaries of the obligations under this subsection and may enforce the provisions of this subsection directly against the Recipient.

(p) Contractor’s Non-Discrimination . The Recipient shall not discriminate on the basis of race, color, sex, religion, or national or ethnic origin in its hiring of contractors to carry out any portion of the Project. Recipient shall prohibit its contractors from engaging in such discrimination in the hiring of subcontractors to carry out any portion of the Project.

(q) Expenses . All Expenses incurred by the County shall become part of the Obligations and shall be repaid by the Recipient on demand, together with interest at a rate equal to 12% per annum from the date of incurrence.

(r) Political Contributions .

(i) The Recipient shall not use any County ReGrant proceeds to make contributions: (1) to any persons who hold, or are candidates for, elected office; (2) to any political party, organization, or action committee; or (3) in connection with any political campaign or referendum.

(ii) If in any fiscal year ending during the term of this Agreement the Recipient derives more than 50% of its operating funds from State funding, it shall not contribute any money or thing of value: (1) to any persons who hold, or are candidates for, elected office; (2) to any political party, organization, or action committee; or (3) in connection with any political campaign or referendum.

(s) Compliance With Laws . The Recipient will comply with all Laws.

(t) Occupancy . Within 20 business days after the date the Recipient first occupies all or any portion of the Facility, the Recipient shall notify the County and the Department in writing of the date of such occupancy.

ARTICLE IV

DEFAULT AND REMEDIES

Section 4.01. Defaults .

The following events shall constitute a Default under this Agreement:

(a) The Recipient fails to repay the amount of the County ReGrant, and interest thereon , according to the terms of this Agreement or any other payment required by any of the County ReGrant Documents, including the Obligations;

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(b) The Recipient ceases to use the Facility in connection with the manufacture and/or assembly of wood products, as contemplated in this Agreement, the Application, and the Commitment Letter;

(c) Any Grant proceeds are used for any purpose other than Eligible Project Costs;

(d) Any statement made in any certificate, report or opinion (including legal opinions), financial statement, or other document furnished in connection with the Grant was incorrect in any material respect when made;

(e) The Recipient breaches any covenant, representation, warranty, or other provision of this Agreement, which breach is not cured within 30 calendar days from the date the Recipient receives (as provided in Section 6.01 below) written notice of the breach from the County; provided, however that the Recipient shall not receive a 30 calendar day cure period under this subsection for any breach for which there is a specific Default set forth in this Section;

(f) The Recipient breaches (i) any covenant, representation, warranty, or other provision in any other County ReGrant Document, which breach continues beyond any applicable grace or cure period, or (ii) the provisions of Sections 3.02 (a), (b), (f), (i), (m), (p), and (r) of this Agreement;

(g) Any portion of, or interest in, the Facility is sold, leased, subleased, transferred, encumbered, or otherwise conveyed, without the prior written consent of the County or the Department;

(h) The Recipient fails to comply with any requirement of any Governmental Authority within 30 days after written notice of the requirement is made or within any other time period set by the Governmental Authority; or if any proceeding is commenced or action taken to enforce any remedy for a violation of any requirement of a Governmental Authority;

(i) The Project is not completed, as determined in the sole discretion of the County, by the Completion Date;

(j) A default or event of default occurs under the terms of any bond, debenture, note, or other evidence of indebtedness of the Recipient and remains uncured beyond any applicable grace or cure period;

(k) Final judgment for the payment of money in excess of $1,000,000 is rendered against the Recipient and is not discharged or a stay of execution thereon or a bond is not procured within 30 days from the date of entry thereof, or if thereafter the judgment remains unsatisfied for a period of 30 days after the termination of any such stay of execution thereon or bond;

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(l) Any court of competent jurisdiction makes a final order (i) adjudicating the Recipient a bankrupt, (ii) appointing a trustee or receiver of a substantial part of the property of the Recipient, (iii) approving a petition for, or affecting an arrangement in, bankruptcy, a reorganization pursuant to federal bankruptcy law, or any other judicial modification or alterations of the rights of the County or of other creditors of the Recipient, (iv) assuming custody or sequestering any substantial part of the property of the Recipient, or (v) attaching or garnishing any substantial part of the property of the Recipient; or if the Recipient (A) files such petition, or (B) takes or consents to any other actions seeking any such judicial order, or (C) makes an assignment for the benefit of creditors, or (D) fails to pay debts generally as they become due, or (E) makes an admission in writing of inability to pay debts generally as they become due;

(m) Without the prior written consent of the County and the Department, the Recipient (i) sells or transfers all or substantially all of its business assets, (ii) begins any proceeding to dissolve or liquidate, (iii) changes the form of business entity through which it presently conducts its business, or (iv) merges or consolidates;

(n) Without the prior written consent of the County and the Department, the Recipient is dissolved by operation of law or in any other manner;

(o) The County makes a good faith determination that the Recipient’s tangible net worth has fallen below $65,000,000 as of any quarterly financial statement;

(p) The Recipient relocates to an area which is not a Priority Funding Area, as that term is defined in Title 5-7B of the State Finance and Procurement Article of the Annotated Code of Maryland.

(q) A default or event of default occurs under the terms of (i) any of the other County ReGrant Documents, (ii) the DBED Grant Agreement, or (iii) any of the Loan Documents;

(r) Without the written consent of the County and the, any direct or indirect interest in the Recipient is sold, assigned, or transferred; or

(s) As of the Completion Date, the amount of the County ReGrant shall not exceed 70% of the costs of the Project.

Section 4.02. Remedies .

(a) Upon the occurrence of any Default and after any applicable grace or cure period, prior to exercising any other remedy under this Agreement, the County shall require the immediate repayment of the entire County ReGrant, together with accrued interest at the rate of 10% per annum from the date of disbursement, and any Obligations.

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(b) In the event the Recipient fails to repay the full amount of the Obligations as provided in subsection (a) above within 10 days after the County sends a written notice of default, acceleration, and demand for payment, the County may:

(i) At any time proceed to protect and enforce all rights and remedies available to the County under this Agreement or by Law, by any other proceedings, whether for specific performance of any agreement contained in this Agreement, damages, or other relief;

(ii) Suspend or terminate the Recipient’s authority to receive any undisbursed County ReGrant proceeds at any time by notice to the Recipient; and

(iii) Exercise any of its rights and remedies under the Deed of Trust.

(c) All remedies provided for in this Agreement or by Law are cumulative and are in addition to any other rights and remedies available to the County under any Law. The exercise of any right or remedy by the County shall not constitute a cure or waiver of any Default by the Recipient, nor invalidate any act done pursuant to any notice of Default, nor prejudice the County in the exercise of those rights, unless the Recipient repays the full amount of the Obligations to the County.

(d) The failure of the County to insist upon performance of any term of this Agreement shall not constitute a waiver of any term of this Agreement. No act of the County shall be construed as an election to proceed under any one provision in this Agreement to the exclusion of any other provision.

(e) If the County suspends or terminates this Agreement, the rights and remedies available to the County shall survive the suspension or termination.

(f) Notwithstanding any provision in this Agreement to the contrary, in the event that the Recipient breaches Section 4.01(i) above, the amount of the County ReGrant which the County can seek repayment under Section 4.02(a) above shall be limited to $500,000, together with accrued interest at the rate of 3% per annum on $500,000 from the date of disbursement, and any Obligations. It being understood that in the event of a breach Section 4.01(i) only, the Recipient shall be entitled to retain the first $250,000 of County ReGrant proceeds disbursed to the Recipient. Other than this limitation on the County’s remedies, all of the terms of this Agreement apply to the full amount of the County ReGrant.

ARTICLE V

MISCELLANEOUS

Section 5.01. Notices .

(a) All communications between the parties made pursuant to this Agreement shall be in writing.

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(b) All communications shall (a) when mailed, be effective three business days after it is deposited in the mails, (b) when mailed for next day delivery by a reputable overnight courier service, be effective one business day after mailing, and (c) when sent by fax, be effective when it is faxed and receipt of the communication is confirmed by return fax. Communications shall be delivered to the office of the addressee, as follows:

Allegany County Commissioners

701 Kelly Road

Cumberland, Maryland 21502

Glenn E. Eanes, Vice President and Treasurer

American Woodmark Corporation

3102 Shawnee Drive

Winchester, Virginia 22601

FAX Number: 540-665-9176

(c) The Recipient and the County may change their notice addresses by sending written notice to the other party.

Section 5.02. Assignment .

No benefit or burden imposed on the Recipient under this Agreement may be assigned without the prior written consent of the County.

Section 5.03. Successors Bound .

This Agreement shall inure to the benefit of, and shall be binding upon, each of the parties and their successors and permitted assigns.

Section 5.04. Severability .

The invalidity of any part of this Agreement shall not affect the validity of the remaining provisions of this Agreement.

Section 5.05. Entire Agreement .

This Agreement constitutes the entire agreement between the Recipient and the County and supersedes all prior oral and written agreements, representations, and negotiations between the parties concerning the County ReGrant and the Obligations. If there is any inconsistency between this Agreement and the Application or the Commitment Letter, the provisions of this Agreement shall prevail.

Section 5.06. Amendment of Agreement .

This Agreement may be amended only in writing executed by the County and the Recipient.

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Section 5.07. Headings .

The headings used in this Agreement are for convenience only and do not constitute a part of this Agreement.

Section 5.08. Disclaimer of Relationships .

The Recipient acknowledges that the obligation of the County is limited to making the County ReGrant on the terms set forth in this Agreement. Nothing in this Agreement, and no act of the County or the Recipient, shall be deemed to create any relationship of third-party beneficiary, principal and agent, limited or general partnership, joint venture, or any other relationship between the Recipient and the County.

Section 5.09. Governing Law .

This Agreement and all of the other County ReGrant Documents shall be governed by the laws of the State.

Section 5.10. Term of Agreement .

Except as otherwise provided in this Agreement, unless sooner terminated by the mutual consent of the Recipient and the County, this Agreement shall remain in full force and effect until the earlier to occur of the date the Grant and the Obligations, together with interest and all other sums due and owing in connection with this Agreement, the Obligations or the County ReGrant, have been paid in full to the satisfaction of the County or the County ReGrant and the Obligations are forgiven by the County under the provisions of Section 6.01 of this Agreement.

Section 5.11. Illegality .

If performance of any obligation under any of the County ReGrant Documents would require the performing party to violate the Law, then the performance shall be reduced to the level permitted by Law, and if (1) any provision of this Agreement, other than provisions requiring the Recipient to pay interest, principal, principal and interest, or any other of the Obligations, operates, or would operate, to invalidate any part of this Agreement, then such provision only shall be void as though not set forth in this Agreement, and the remainder of this Agreement shall remain in full force and effect, (2) provision of this Agreement requires the Recipient to pay interest, principal, principal and interest, or any other of the Obligations, then at the option of the County, the entire unpaid sum under the Grant, with all unpaid interest accrued thereon, and all other unpaid Obligations shall become due and payable.

Section 5.12. WAIVER OF JURY TRIAL .

THE RECIPIENT HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER AND IN CONNECTION WITH THE GRANT, ANY OF THE FINANCING DOCUMENTS.

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Section 5.13. Expenses .

The Recipient shall pay all Expenses in connection with the execution and delivery of any of the County ReGrant Documents.

Section 5.14. Counterparts .

This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which, when taken together, shall constitute one document.

ARTICLE VI

FORGIVENESS AND EMPLOYMENT REPORTING

Section 6.01. Full Repayment .

The Recipient shall repay the full amount of the County ReGrant, together with accrued interest at the rate of 3% per annum, if:

(a) As of any Calculation Date, the Recipient employs less than 200 Permanent, Full-time Employees;

(b) By the Completion Date, the Recipient fails to expend the amount of the Recipient’s Contribution towards the costs of the Project; or

(c) If at any time after the Recipient occupies the Facility through the Forgiveness Date, the Recipient substantially decreases its operations at the Facility.

Section 6.02. Partial Repayment .

(a) First Tier Calculation Dates .

(i) On the first First Tier Calculation Date in which the Recipient employs less than 300 Permanent, Full-time Employees, but employs at least 200 Permanent, Full-time Employees, the Recipient shall repay to the County a portion of the County ReGrant equal to $1,500 for each Permanent, Full-time Employees less than 300, together with accrued interest thereon at the rate of 3% per annum.

(ii) If on a subsequent First Tier Calculation Date the Recipient employs less than 300 Permanent, Full-time Employees, but employs at least 200 Permanent, Full-time Employees, the Recipient shall repay to the County a portion of the County ReGrant equal to $1,500 for each Permanent, Full-time Employees less than 300, less an amount equal to the amount of the County ReGrant previously repaid to the County under this Section 6.02, plus accrued interest on the amount of the County ReGrant to be repaid at the rate of 3% per annum. If the amount resulting from the calculation in the immediately preceding sentence is zero or negative, the Recipient shall not be required to make any payment to the County for the First Tier Calculation Date; it being expressly understood that nothing in this Section shall be construed to require the County to repay any amounts to the Recipient.

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(b) Second Tier Calculation Dates .

(i) On the first Second Tier Calculation Date in which the Recipient employs less than 500 Permanent, Full-time Employees, but employs at least 200 Permanent, Full-time Employees, the Recipient shall repay to the County a portion of the County ReGrant equal to $1,500 for each Permanent, Full-time Employees less than 500, together with accrued interest thereon at the rate of 3% per annum.

(ii) On each future Second Tier Calculation Date in which the Recipient employs less than 500 Permanent, Full-time Employees, but employs at least 200 Permanent, Full-time Employees, the Recipient shall repay to the County a portion of the County ReGrant equal to $1,500 for each Permanent, Full-time Employees less than 500, less an amount equal to the amount of the County ReGrant previously repaid to the County under this Section 6.02, plus accrued interest on the amount of the County ReGrant to be repaid at the rate of 3% per annum. If the amount resulting from the calculation in the immediately preceding sentence is zero or negative, the Recipient shall not be required to make any payment to the County for the Second Tier Calculation Date; it being expressly understood that nothing in this Section shall be construed to require the County to repay any amounts to the Recipient.

(c) Example of Operation of This Section . The following is an example of the intended operation of the preceding paragraph. If the Recipient employed 250, 275, 400, 475, 525, 550, 450, and 375 Permanent, Full-time Employees as of each of the Calculation Dates (and assuming a pro rata repayment amount of $1,500 per Permanent, Full-time Employee), then:

(1) As of December 31, 2007, the Recipient would be required to repay $75,000, plus accrued interest to the County ($1,500 x (300 - 250) = $75,000,

(2) As of December 31, 2008, the Recipient would not be required to make any payments to the County ($1,500 x (300 - 275) = $37,500; $37,500 - $75,000 = ($37,500); as this number is negative, no payment would be required),

(3) As of December 31, 2009, the Recipient would be required to repay an additional $37,500, plus accrued interest to the County ($1,500 x (500 - 400) = $150,000; $150,000 – $112,500 = $37,500,

(4) As of December 31, 2010, the Recipient would not be required to make any payments to the County ($1,500 x (500 - 475) = $37,500; $37,500 - $150,000 = ($112,500); as this number is negative, no payment would be required),

(5) As of December 31, 2011, the Recipient would not be required to make any payments to the County (as the Recipient employed at least 500 Permanent, Full-time Employees),

(6) As of December 31, 2012, the Recipient would not be required to make any payments to the County (as the Recipient employed at least 500 Permanent, Full-time Employees),

(7) As of December 31, 2013, the Recipient would not be required to make any

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payments to the County ($1,500 x (500 - 450) = $75,000; $75,000 - $150,000 = ($75,000); as this number is negative, no payment would be required), and

(8) As of December 31, 2014, the Recipient would be required to repay an additional $37,500, plus accrued interest to the County ($1,500 x (500 - 375) = $187,500; $187,500 – $150,000 = $37,500.

Section 6.03. Forgiveness .

As of the Forgiveness Date, the County will forgive the amount of the County ReGrant which is not subject to repayment under this Article VI, if (a) no Default exists, and no event, circumstance, act or omission which, with the giving of notice, the passage of time, or both, would constitute a Default and (b) the County has received forgiveness of a corresponding amount under the terms of the Grant Agreement. Determination of amounts to be forgiven shall be made after determining any amounts required to be repaid under this Article VI.

Section 6.04. General Conditions .

(a) All information submitted by the Recipient to the County and the Department as evidence of compliance with any requirement of this Article must be in form and substance acceptable to the County and the Department.

(b) The County shall not be obligated to forgive all or any portion of the County ReGrant or permit repayment as provided in this Article if a Default exists, or an event, circumstance, act or omission exists which, with the giving of notice, the passage of time, or both, would constitute a Default. In addition, the County shall not be obligated to forgive all or any portion of the County ReGrant if the County has not received forgiveness of a corresponding amount under the terms of the Grant Agreement.

(c) All calculations of the Recipient’s employment shall be based upon the employment reports received by the County and the Department under Section 6.06 below.

Section 6.05 Terms of Repayment .

Repayment of any portion of the County ReGrant under this Article shall be on the following terms:

(i) Interest Added to Grant Amount . On the date the Recipient is obligated to repay any portion of the County ReGrant under this Article, an amount equal to interest on the County ReGrant at the rate of 3% per annum from the date of disbursement of the County ReGrant proceeds through the date the County becomes obligated to repay the County ReGrant shall be added to the amount of the County ReGrant required to be repaid.

(ii) Interest . Interest shall accrue from the date the Recipient becomes obligated to repay any portion of the County ReGrant at the rate of 3% per annum on the amount of the County ReGrant required to be repaid.

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(iii) Calculation of Interest . Interest shall be calculated on the basis of three hundred sixty (360) days per year factor applied to the actual days on which there exists an unpaid balance hereunder.

(iv) Repayment . All repayments of the County ReGrant shall be due within 15 days after the Recipient receives written demand for repayment from the County.

(v) Late Payment Charge . If any payment due hereunder is not received by the County within 10 calendar days after its due date, the Recipient shall pay a late payment charge equal to five percent (5%) of the amount then due.

(vi) Application of Payments . All payments made under this Article shall be applied first to accrued interest, then to the County ReGrant amount, and then to late payments, charges or other sums owed to the County, or in such other order or proportion as the County, in the County’s sole discretion, may elect from time to time.

(vii) Prepayment . The Recipient may prepay the amounts due under this Article in whole or in part at any time or from time to time without premium or penalty. The County shall apply any voluntary prepayment first to late charges and fees, then to accrued interest and default interest, and then to the County ReGrant amount in the inverse order of scheduled maturities.

(viii) Place of Payment . All payments due under this Article, and all prepayments, shall be delivered to: Allegany County Finance Office, c/o Mr. Jerry Frantz, Director, 701 Kelly Road, Cumberland, Maryland. 21502, or to any other place that the County may designate in writing, and shall be made in coin or currency of the United States of America which at the time of payment is legal tender for the payment of public or private debts.

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(b) Upon the request of the County or the Department, the Recipient shall provide the County and the Department with any information and reports that the County or the Department determines, in their reasonable discretion, are needed to verify information contained in an Employee Report. The Recipient shall permit the County and/or the Department to inspect the employee records of the Recipient to confirm the information contained in an Employee Report.

(c) The failure of the Recipient to hire and maintain Permanent, Full-time Employees at the Facility as required under this Article VI shall not constitute a Default under the terms of this Agreement.

IN WITNESS WHEREOF , the Recipient and the County have caused this Agreement to be executed and delivered as of the date first above written.

STATE OF MARYLAND, CITY/COUNTY OF Allegany, TO WIT:

I HEREBY CERTIFY that on this 21st day of January, 2005, before me, a Notary Public in the State of Maryland, personally appeared James Stakem, who acknowledged himself/herself to be the President of the County Commissioners of Allegany County, known or satisfactorily proven to me to be the person whose name is subscribed to this document, and acknowledged that she/he executed it on behalf of the County Commissioners of Allegany County, as its duly authorized President.

AS WITNESS my hand and Notarial Seal.

My Commission expires: 11/1/2007

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COMMONWEALTH OF VIRGINIA, CITY/COUNTY OF Frederick, TO WIT:

I HEREBY CERTIFY that on this 10th day of February, 2005, before me, a Notary Public in the Commonwealth of Virginia, personally appeared Glenn Eanes, who acknowledged himself/herself to be the Vice President and Treasurer of the American Woodmark Corporation, known or satisfactorily proven to me to be the person whose name is subscribed to this document, and acknowledged that she/he executed it on behalf of the American Woodmark Corporation, as its duly authorized                          .