Please refer to the Second Amended and Restated Registration Rights Agreement dated as of December 11, 2008 (the “Registration Rights Agreement”) among Patrick Industries, Inc. (the “Company”) and the stockholders of the Company identified on the signature page thereto. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Registration Rights Agreement.

At the request of the Company, the Majority Holders of the Registrable Securities and the Majority Holders of the Warrant Shares waive the requirement under Section 1.2(a)(ii) of the Registration Rights Agreement which requires the Company to file a Registration Statement on Form S-3 under the Securities Act registering the resale under Rule 415 under the Securities Act of all of the Registrable Securities that may be issued upon the exercise of the Warrants by April 10, 2009, so long as the Company complies with such requirement not later than May 31, 2009.

This waiver letter is limited to the matters specifically set forth herein and does not constitute a waiver, consent or amendment with respect to any other matter whatsoever. Except as specifically set forth herein, the Registration Rights Agreement shall remain in full force and effect and is hereby ratified in all respects.

This waiver letter shall become effective when counterparts hereof executed by the Company, the Majority Holders of the Registrable Securities and the Majority Holders of the Warrant Shares.

This waiver letter may be executed in counterparts and by the parties hereto on separate counterparts. A signature page hereto delivered by facsimile or .pdf shall be effective as delivery of an original counterpart.

This letter agreement shall be a contract made under and governed by the laws of the State of Indiana applicable to contracts made and to be performed entirely within such State.

	PATRICK INDUSTRIES, INC.


	By: /s/ Andy L. Nemeth
	Andy L. Nemeth, Executive Vice President - Finance

	TONTINE CAPITAL PARTNERS, L.P.

	By: Tontine Capital Management, L.L.C., its general partner

	By: /s/ Jeffrey L. Gendell
	Jeffrey L. Gendell, as managing member



	TONTINE CAPITAL OVERSEAS MASTER FUND, L.P.

	By: Tontine Capital Overseas GP, L.L.C., its general partner

	By: /s/ Jeffrey L. Gendell
	Jeffrey L. Gendell, as managing member

	JPMORGAN CHASE BANK, N.A.
	By /s/ Michael Lewis
	Name: Michael Lewis


	FIFTH THIRD BANK
	By________________________________________
	Name: David R. Garcia


	BANK OF AMERICA, N.A., as successor to LaSalle Bank National Association
	By /s/ Scott W. Vokey
	Name: Scott W. Vokey


	KEY BANK, NATIONAL ASSOCIATION
	By /s/ Ryan J. Watkins
	Name: Ryan J. Watkins



	RBS CITIZENS, NATIONAL ASSOCIATION, as successor by merger with Charter One Bank


	By /s/ Thomas F. Thompson
	Name: Thomas F. Thompson


	ASSOCIATED BANK
	By________________________________________
	Name: Michael A. McPeek


	NATIONAL CITY BANK
	By________________________________________
	Name:



	1^ST SOURCE BANK
	By________________________________________
	Name: Jeff Baker