ITEM 1.01 Entry into a Material Definitive Agreement.

On June 10, 2009, American Woodmark Corporation (the "Company") entered into an Amended and Restated Credit Agreement between the Company and Bank of America, N.A. The Company chose to proactively amend its revolving credit agreement, driven by the future impact upon the Company's previous debt covenants of both restructuring charges associated with the Company's previously announced operational initiatives, and the difficult economic environment. As a result of this amendment, the aggregate amount of the Company's revolving credit line was reduced from $40 million to $25 million, the Company's inventory and receivables now serve as collateral for the facility, the facility's maturity date was reduced by one year to December 2011, and the Company is required to maintain a minimum of $35 million in cash on hand.

The Credit Agreement has been included as an exhibit to this Form 8-K and is incorporated herein in response to this Item.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(C) Exhibits.

10.1 Amended and Restated Credit Agreement, dated as of June 10, 2009, between the Company and Bank of America, N.A.

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