Exhibit 10.1 (h)
July 3, 1996
Xx. Xxxxx X. Xxxxx
Treasurer
American Woodmark Corporation
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
RE: Amended and Restated Loan Agreement between NationsBank, N.A. (the "Bank")
and American Woodmark Corporation (the "Borrower") dated as of August 31, 1993,
as Amended (the "Loan Agreement")
Dear Xxxxx:
Pursuant to your request to allow the Borrower to pay cash dividends under
certain conditions, the Bank hereby agrees to amend the Loan Agreement
referenced above as follows:
Section 11.01 (h) shall be restated as follows:
"(h) pay any dividends other than dividends payable with the stock of the
Borrower or redeem its stock; provided, however, the Borrower may redeem its
stock through redemptions funded entirely by life insurance proceeds payable
to the Borrower; provided further, that so long as the Borrower has not
suffered a net loss for the four fiscal quarters (taken in their entirety)
immediately prior to the payment of any dividend or on account of any other
redemption, the Borrower may pay cash dividends and make additional redemptions
during any fiscal quarter in an amount which in the aggregate does not exceed
25% of the Borrower's Net Income for the four fiscal quarters (taken in their
entirety) immediately prior to the payment of such dividend or on account of
such redemption reduced by 100% of the aggregate amount of cash dividends and
redemptions (excluding redemptions funded entirely by life insurance proceeds)
for the four fiscal quarters (taken in their entirety) immediately prior to
the payment of such dividend or on account of such redemption;"
The Bank also hereby agrees to permit the payment of cash dividends under the
terms outlined above under all existing letter of credit reimbursement
agreements supporting lower floater Industrial Revenue Bonds between the
Borrower and the Bank.
All other terms and conditions of the Loan Agreement shall remain unchanged
and in full force and effect.
Please indicate your acceptance of this modification to the Loan Agreement by
signing below.
Very truly yours,
NationsBank, N.A.
by /s/ XXXXXXX X. XXXXXXXX
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Senior Vice President
cc Xxxxxxxxxxx X. Xxxxx, Esquire
Accepted by American Woodmark Corporation
by /s/ XXXXX XXXXX
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its Treasurer
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Date 7/8/96
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