EXHIBIT 10.2
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"), AS AMENDED BY THE CONSENT, JOINDER AND
FIRST AMENDMENT TO SUBORDINATION AGREEMENT DATED SEPTEMBER 16, 2011 AMONG THE
ABOVE-NAMED PARTIES AND STINGER NORTHCREEK PATK LLC, A DELAWARE LIMITED
LIABILITY COMPANY, 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 THE SUBORDINATION AGREEMENT), AS SUCH
SENIOR CREDIT AGREEMENT, AND SUCH OTHER SENIOR DEBT DOCUMENTS HAVE BEEN AND
HEREAFTER MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME
TO TIME AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER SUCH AGREEMENTS
AS PERMITTED BY THE SUBORDINATION AGREEMENT.
FIRST AMENDMENT
TO
SECURED SENIOR SUBORDINATED NOTE
AND
WARRANT PURCHASE AGREEMENT
This FIRST AMENDMENT TO SECURED SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE
AGREEMENT (the "First Amendment") among Patrick Industries, Inc., an Indiana
corporation (the "Company"); 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"); and Stinger Northcreek PATK
LLC, a Delaware limited liability company ("Stinger Northcreek") takes effect
September 16, 2011.
RECITALS
A.
The Company, Tontine, and Northcreek are parties to a Secured
Senior Subordinated Note and Warrant Purchase Agreement dated March 31, 2011
(the "Note and Warrant Purchase Agreement").
B.
Under the Note and Warrant Purchase Agreement, Tontine and
Northcreek each purchased from the Company a First Tranche Note in the original
principal amount of $2,500,000, and the
Company issued each of them a First Tranche Warrant to purchase 125,000 shares
of Common Stock at the exercise price of $0.01 per share.
C.
The Company desires to consummate the AIA Acquisition in
accordance with the AIA Documents.
Absent Tontine's and Northcreek's consent,
the AIA Acquisition would be prohibited under the Note and Warrant Purchase
Agreement.
D.
The AIA Acquisition will be financed in part through issuance by
Company of the AIA Subordinated Debt.
Absent Tontine's and Northcreek's
consent, the AIA Subordinated Debt would be prohibited by the Note and Warrant
Purchase Agreement.
E.
To finance part of the AIA Acquisition, the Company has requested
that Northcreek and Stinger Northcreek purchase additional Subordinated Debt in
the original principal amount of $2,700,000 and, in connection therewith, the
Company wishes to issue to them