FIRST AMENDMENT TO STANDBY PURCHASE
AGREEMENT
This FIRST AMENDMENT TO STANDBY PURCHASE AGREEMENT
(this “ Amendment
”), dated as of April 8, 2008, is entered into
by and among Patrick Industries, Inc., an Indiana corporation (the
“ Company ”), Tontine Capital Partners, L.P., a Delaware limited
partnership (“ TCP
”) and Tontine Capital Overseas Master Fund,
L.P., a Cayman Islands limited partnership (“
TCO ” and
collectively with TCP, the “ Standby
Purchasers ”).
W I
T N
E S
S E
T H
:
WHEREAS, the Company and the Standby Purchasers
entered into a Standby Purchase Agreement dated as of March 10,
2008 (the “ Standby Purchase
Agreement ) pursuant to which the Standby
Purchasers have agreed, subject to certain conditions and
limitations, to purchase from the Company in a proposed Rights
Offering (i) their pro rata portion of the shares of Common Stock
being offered by the Company, and (ii) all of the shares of Common
Stock not subscribed for by the Company’s other shareholders,
in each case at a subscription price equal to $7.00 per whole
share;
WHEREAS, the Company and the Standby Purchasers
desire to amend the Standby Purchase Agreement in order to (i)
allow the Company to increase the size of the Rights Offering and
(ii) allow for the automatic grant of restricted stock awards to
non-employee directors in May 2008 as part of their annual director
compensation; and
WHEREAS, capitalized terms used and not defined in
this Amendment are defined in the Standby Purchase
Agreement.
NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, intending to be legally bound, the parties
hereto hereby agree as follows:
Section 1. Amendment
to Section 6(a)(viii) .
The Standby Purchase Agreement is hereby amended by
deleting Section 6(a)(viii) in its entirety and substituting in
lieu thereof, the following:
“(viii) Not to issue any shares of capital
stock of the Company, or options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, securities
convertible into or exchangeable for capital stock of the Company,
or other agreements or rights to purchase or otherwise acquire
capital stock of the Company, except for (A) shares of Common
Stock issuable upon exercise of stock options existing on the date
hereof, (B) an additional 30,108 shares of Common Stock in
connection with a stock bonus program established by the Company
for the benefit for certain Company employees in connection with
integration activities relating to the Company’s acquisition
of Adorn Holdings, Inc.; and (C) restricted stock awards to
non-employee members of the Board, as part of their annual director
compensation, representing a maximum of 24,500 shares of Common
Stock in the aggregate.”
Section 2.
Amendment to Term Sheet
. The Standby Purchase Agreement is hereby amended
by deleting the entire Term Sheet and replacing it with the
replacement Term Sheet attached hereto as Annex A.
Section 3.
Effectiveness .
This Amendment shall be deemed effective as of the date first
written above, as if executed by all parties hereto on such date.
Except as specifically modified by the terms set forth herein, the
parties hereto acknowledge and agree that the Standby Purchase
Agreement is in full
force and effect. All references in the Standby
Purchase Agreement to the “Agreement&r
