CREDIT AGREEMENT by and among PATRICK INDUSTRIES, INC., as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC as the Agent Dated as of March 31, 2011Credit Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of March 31, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), PATRICK INDUSTRIES, INC., an Indiana corporation ("Borrower").
SECURITY AGREEMENTSecurity Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
This SECURITY AGREEMENT (this "Agreement"), dated as of March 31, 2011, among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company ("WFCF"), in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").
WARRANT AGREEMENTWarrant Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
THIS WARRANT AGREEMENT (this “Agreement”) dated as of March 31, 2011, is among PATRICK INDUSTRIES, INC., an Indiana corporation (the “Company”), and the holders of Warrants (as defined below) listed on the signature page hereof (along with their permitted transferees, the “Holders”).
SECURED SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENTSubordination Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
This SECURED SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2011, is entered into by and among Patrick Industries, Inc., an Indiana corporation (the “Company”), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership (“Tontine”), and Northcreek Mezzanine Fund I, L.P., a Delaware limited partnership, on its behalf (“Northcreek”, and each of Tontine and Northcreek individually, a “Buyer” and collectively, the “Buyers”) and in its capacity as collateral agent (“Collateral Agent”). Certain of the capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A (which is incorporated herein by reference).
WARRANTWarrant Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT (THE “WARRANT AGREEMENT”) DATED AS OF MARCH 31, 2011 AMONG PATRICK INDUSTRIES, INC. (THE “COMPANY”) AND THE HOLDERS FROM TIME TO TIME OF THE WARRANTS ISSUED THEREUNDER, PURSUANT TO WHICH THIS WARRANT WAS ISSUED.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement") is entered into as of March 31, 2011, by and among Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("Tontine"), Northcreek Mezzanine Fund I, L.P., a Delaware limited partnership ("Northcreek"), on its behalf and in its capacity as collateral agent pursuant to the terms of the Note Purchase Agreement described below (in such capacity, "Collateral Agent"), Patrick Industries, Inc., an Indiana corporation (the "Company"), and Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as Agent for all Senior Lenders party to the Senior Credit Agreement described below and all Bank Product Providers.
ContractSubordination Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF, THE “SUBORDINATION AGREEMENT”) DATED AS OF MARCH 31, 2011 AMONG PATRICK INDUSTRIES, INC., AN INDIANA CORPORATION (THE “COMPANY”), TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P., A CAYMAN ISLANDS LIMITED PARTNERSHIP, NORTHCREEK MEZZANINE FUND I, L.P., A DELAWARE LIMITED PARTNERSHIP, ON ITS BEHALF AND IN ITS CAPACITY AS COLLATERAL AGENT, AND WELLS FARGO CAPITAL FINANCE, LLC (“WFCF”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE CREDIT PARTIES (AS DEFINED IN THE SUBORDINATION AGREEMENT) PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF MARCH 31, 2011 AMONG THE COMPANY, WFCF AND THE LENDERS FROM TIME TO TIME PARTY THERETO (THE “SENIOR CREDIT AGREEMENT”), AND THE OTHER SENIOR DEBT DOCUMENTS (AS DEFINED IN T
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Indiana
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of March 31, 2011, is entered into by and among Patrick Industries, Inc. (the “Company”), Tontine Capital Partners, L.P. (“TCP”), Tontine Capital Overseas Master Fund, L.P. (“TMF”), Tontine Capital Overseas Master Fund II, L.P. (“TCP 2”) and Northcreek Mezzanine Fund I, L.P. (“Northcreek”). Capitalized terms used and not defined in this Amendment are defined in the Registration Rights Agreement (as defined below).
