0000914760-08-000052 Sample Contracts

SECURITIES PURCHASE AGREEMENT BY AND AMONG TONTINE CAPITAL PARTNERS, L.P., TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. AND PATRICK INDUSTRIES, INC. MARCH 10, 2008
Securities Purchase Agreement • March 13th, 2008 • Patrick Industries Inc • Plastics products, nec • Indiana

This SECURITIES PURCHASE AGREEMENT, dated as of March 10, 2008, is entered into by and among PATRICK INDUSTRIES, INC., an Indiana corporation (the “Company”), and the investors identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

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STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • March 13th, 2008 • Patrick Industries Inc • Plastics products, nec • Indiana

This STANDBY PURCHASE AGREEMENT (this “Agreement”) dated as of March 10, 2008, by and among Patrick Industries, Inc., an Indiana corporation (the “Company”), Tontine Capital Partners, L.P., a Delaware limited partnership (“TCP”), and Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership (“TCO” and collectively with TCP, the “Standby Purchasers”);

Amendment No. 2 Dated as of March 12, 2008 to the Rights Agreement, Dated as of March 21, 2006 Between Patrick Industries, Inc. and National City Bank, As Rights Agent
Rights Agreement • March 13th, 2008 • Patrick Industries Inc • Plastics products, nec

This Amendment No. 2 is made and entered into as of March 12, 2008, by and between Patrick Industries, Inc., an Indiana corporation (the “Company”), and National City Bank, as Rights Agent (the “Rights Agent”).

TERMINATION OF STANDBY PURCHASE AGREEMENT
Termination of Standby Purchase Agreement • March 13th, 2008 • Patrick Industries Inc • Plastics products, nec • Indiana

THIS TERMINATION OF STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of March 10, 2008, is made by and among PATRICK INDUSTRIES, INC., an Indiana corporation (the “Company”), TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership corporation (“TCP”) and TONTINE CAPITAL OVERSEAS MASTER FUND, L.P., a Delaware limited partnership (“TCOMF,” and collectively with TCP, “Tontine”).

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