UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act of 1934

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On April 14, 2009, Patrick Industries, Inc., an Indiana corporation (the “Company”), entered into a Third Amendment and Waiver (the “Third Amendment”) to the Company’s Credit Agreement, dated May 18, 2007, among the Company, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”).

At March 1, 2009 (February month end), the Company was in violation of its Consolidated EBITDA financial covenant under the terms of the Credit Agreement. The Third Amendment amended and/or added certain definitions, terms and reporting requirements and included the following provisions:

Effective with the Third Amendment, the Company’s credit facility consists of a term loan and a revolving line of credit. Borrowings under the revolving commitments are subject to a borrowing base, up to a borrowing limit. The maximum borrowing limit amount was reduced from $33.0 million to $29.0 million. The principal amount outstanding under the term loan at March 29, 2009 remained unchanged under the amended terms. The interest rates for borrowings under the revolving line of credit and the term loan, and the expiration date of the Credit Agreement also remained unchanged. The Company’s ability to access these borrowings is subject to compliance with the terms and conditions of the credit facility including the financial covenants.

In connection with the Third Amendment, on April 14, 2009, the Company entered into a Waiver under the Second Amended and Restated Registration Rights Agreement (the “Waiver”) to extend to May 31, 2009 the Company’s obligation to file a Registration Statement on Form

S-3 under the Securities Act of 1933, as amended, to register for resale the common stock of the Company that may be issued upon exercise of the warrants previously issued to the lenders party to the Credit Agreement.

The foregoing description of the Third Amendment and the Waiver is qualified in its entirety by the actual agreements, which are attached to this Form 8-K as Exhibits 10.1 and 10.2.

On April 15, 2009, the Company issued a press release announcing the completion of the amendment. A copy of the press release is attached hereto as Exhibit 99.1.  

Exhibit 10.1 – Third Amendment and Waiver, as of April 14, 2009.

Exhibit 10.2 –Waiver under Second Amended and Restated Registration Rights Agreement, as of April 14, 2009.

Exhibit 99.1 – Press Release, as of April 15, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.