EXHIBIT 10.8
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER THE SECURITIES ACT OF ANY STATE.
THIS NOTE MAY NOT BE OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH STATE OR OTHER LAWS AS MAY BE
APPLICABLE, OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH
ACT AND SUCH LAWS.
THIS INSTRUMENT 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 SEPTEMBER 16, 2011 AMONG A.I.A. COUNTERTOPS, LLC, AN INDIANA LIMITED
LIABILITY COMPANY ("AIA"), ITS MEMBERS, RICHARD HICKS, ROGER KORENSTRA, SAM
KORENSTRA AND BRUCE KORENSTRA (AIA AND ITS MEMBERS ARE COLLECTIVELY THE
"SUBORDINATED CREDITORS"), PATRICK INDUSTRIES, INC., AN INDIANA CORPORATION (THE
"COMPANY"), WELLS FARGO CAPITAL FINANCE, LLC ("AGENT"), TONTINE CAPITAL OVERSEAS
MASTER FUND II, L.P., A CAYMAN ISLANDS LIMITED PARTNERSHIP ("TONTINE"),
NORTHCREEK MEZZANINE FUND I, LP., A DELAWARE LIMITED PARTNERSHIP ("NORTHCREEK"),
ON ITS BEHALF AND IN ITS CAPACITY AS COLLATERAL AGENT (AS DEFINED IN THE
SUBORDINATION AGREEMENT) AND STINGER NORTHCREEK PATK LLC, A DELAWARE LIMITED
LIABILITY COMPANY ("STINGER"; TOGETHER WITH TONTINE AND NORTHCREEK,
COLLECTIVELY, THE "NOTEHOLDERS"), 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,
AGENT AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AND THE OTHER WFCF SENIOR
DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT) AND THAT CERTAIN
SECURED SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT DATED AS OF
MARCH 31, 2011 AMONG COMPANY, THE COLLATERAL AGENT AND THE NOTEHOLDERS, AND THE
OTHER NOTEHOLDER SENIOR DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION
AGREEMENT) AS SUCH SENIOR DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION
AGREEMENT) 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;
AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES
TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
PATRICK INDUSTRIES, INC.
SUBORDINATED SECURED PROMISSORY NOTE
$2,000,000.00
September 16, 2011
FOR VALUE RECEIVED, the undersigned, PATRICK INDUSTRIES, INC., an Indiana
corporation (the "Buyer"), promises to pay to A.I.A. Countertops, LLC, an
Indiana limited liability company which will be renamed or dissolved on or about
the date hereof (together with its successors and permitted assigns, "Holder"),
TWO MILLION DOLLARS ($2,000,000.00) (the "Principal Amount"), together with
interest on the unpaid balance of such Principal Amount at the Interest Rate (as
defined below), in the manner set forth herein.
1.
Reference to Purchase Agreement.
This Subordinated Secured
Promissory Note (this "Note") is being issued and delivered by Buyer to Holder
pursuant to the