0000914760-08-000195 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • December 15th, 2008 • Patrick Industries Inc • Plastics products, nec • Indiana

THIS WARRANT AGREEMENT (this “Agreement”) dated as of December 11, 2008 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”).

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PATRICK INDUSTRIES, INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2008 • Patrick Industries Inc • Plastics products, nec • Indiana

This Second Amended and Restated Registration Rights Agreement (the “Agreement”) is made this 11th day of December, 2008, by and among Patrick Industries, Inc., an Indiana corporation (the “Company”), and the stockholders of the Company identified on the signature page hereto (individually a “Stockholder” and collectively the “Stockholders”). This Second Amended and Restated Registration Rights Agreement amends and restates in its entirety that certain Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) dated May 18, 2007, among the Company, Tontine Capital Partners, L.P. (“Tontine Capital”) and Tontine Capital Overseas Master Fund, L.P. (“Tontine Overseas” and, together with Tontine Capital, the “Tontine Stockholders”)

SECOND AMENDMENT AND WAIVER
Warrant Agreement • December 15th, 2008 • Patrick Industries Inc • Plastics products, nec • Illinois

THIS SECOND AMENDMENT AND WAIVER dated as of December 11, 2008 (this “Amendment”) amends the Credit Agreement dated as of May 18, 2007 (the “Credit Agreement”) among PATRICK INDUSTRIES, INC., an Indiana corporation (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings given to them in the Credit Agreement.

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