Exhibit 10.1 (i)
THIRD AMENDMENT TO AMENDED
AND RESTATED LOAN AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of
August 31, 1996, is to that certain Amended and Restated Loan Agreement dated
as of August 31, 1993, as amended as of March 15, 1994 and July 27, 1994 (as
amended and restated, the "Loan Agreement"; all defined terms in the Loan
Agreement are incorporated herein by reference) by and between
AMERICAN WOODMARK CORPORATION, a corporation organized and existing under the
laws of the Commonwealth of Virginia and having its principal place of business
in Winchester, Virginia (the "Borrower"); and
NATIONSBANK, N.A., a national banking association organized and existing
under the laws of the United States and having offices in Charlotte, North
Carolina (the "Bank").
RECITAL
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A. The Bank and the Borrower have agreed to make changes to the Loan Agreement
as provided for herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Loan Agreement is hereby amended as follows:
(a) The definition of "Termination Date" is amended so that such definition
now reads as follows:
"Termination Date" means August 31, 1997;
(b) The definition of "Available Committed Amount" or "Available Commitment"
is amended so that such definition now reads as follows:
"Available Committed Amount" or "Available Commitment" means $4,000,000,
as such amount may be increased from time to time up to the Maximum
Commitment pursuant to the terms of Section 2.02;
(c) The third sentence of Section 2.01 is amended by replacing the reference
to "$4,000,000" contained therein with a reference to "$8,000,000".
(d) All references to "NationsBank of North Carolina, N.A." are replaced with
references to "NationsBank, N.A.".
2. The Borrower hereby represents and warrants that:
(a) the "Representation and Warranties" set forth in Article IX of the Loan
Agreement, as amended, are true and correct as of the date of this Third
Amendment;
(b) the Borrower is not in default of the Loan Agreement or the other Loan
Documents (as defined in the Loan Agreement) and no event or condition
exists under the Loan Agreement or the other Loan Documents that, but for
the giving of notice or lapse of time or both, would result in such a
default as of the date of this Third Amendment.
3. Except as modified hereby, all of the terms and provisions of the Loan
Agreement (and Exhibits) remain in full force and effect.
4. The Borrower agrees that all references to the term "Loan Agreement" in
each of the Loan Documents shall mean the "Amended and Restated Loan
Agreement, dated August 31, 1993, as amended March 15, 1994, July 27, 1994
and August 31, 1996, by and between American Woodmark Corporation and
NationsBank, N.A."
5. This Third Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original.
6. This Third Amendment and the Loan Agreement, as amended hereby, shall be
deemed to be contracts made under, and for all purposes shall be construed
in accordance with, the laws of the state of North Carolina.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
executed by their duly authorized corporate officers as of the day and year
first above written.
AMERICAN WOODMARK CORPORATION
ATTEST:
By: XXXXX XXXXX By: /S/ XXXXX XXXXX
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Title Corporate Secretary Title: Treasurer
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(Corporate Seal)
NATIONSBANK, N.A.
By: /S/ XXXXXXXXX X. XXXX
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Title: Vice President
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