Exhibit 10.3
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 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;
AND EACH HOLDER OF THE NOTES ISSUED HEREUNDER, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
SECURED SENIOR SUBORDINATED NOTE AND
WARRANT PURCHASE AGREEMENT
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).
WHEREAS:
A.
The Company has requested that each Buyer purchase from the
Company the Subordinated Debt, to be secured by liens on all of the Company's
assets.
B.
Each Buyer acknowledges that, contemporaneously herewith, the
Company is consummating a senior secured debt transaction (the "Senior Debt
Transaction") with Wells Fargo Capital Finance, LLC ("WFCF"), pursuant to which
WFCF, among others, will extend the Senior Debt to the Company.
C.
Each Buyer is willing to purchase from the Company the principal
amount of subordinated notes evidencing the Subordinated Debt in the form
attached as Exhibit B (each a "Note" and, collectively, the "Notes") as is set
forth opposite such Buyer's name in column (3) on the Schedule of Buyers
attached hereto, in each case in accordance with the terms, subject to the
conditions and in reliance on, the recitals, representations, warranties,
covenants and agreements set forth herein and in the Note attached.
D.
In connection with its purchase of a