SUPPLEMENTAL INDENTURE

EX-4.2 3 v421314_ex4-2.htm EXHIBIT 4.2

 

Exhibit 4.2

 

 

EXECUTION VERSION

 

 

SUPPLEMENTAL INDENTURE

 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of  October 1, 2015, among (i) each of the subsidiaries of Beacon Roofing Supply, Inc. (or its successor), a Delaware corporation (the “Company”), identified as a “New Guarantor” on Schedule I-A hereto (each, a “New Guarantor”), (ii) the Company, (iii) each of the subsidiaries of the Company identified as an “Existing Guarantor” on Schedule I-B hereto (collectively, the “Existing Guarantors”) and (iv) US BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H :

 

WHEREAS the Company and the existing Subsidiary Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of October 1, 2015, providing for the issuance of 6.375% Senior Notes due 2023 (the “Securities”);

 

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances the Company is required to cause each New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such New Guarantor shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and

 

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

 

1. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all the Existing Guarantors and each other New Guarantor, to unconditionally guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities.

 

2.  Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

 

3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

  

 

 

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

 

5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

 

 

 

[Signatures follow]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

 

  CDRR HOLDING, INC.
  ROOFING SUPPLY GROUP, LLC
  ROOFING SUPPLY, LLC
  AUSTIN ROOFER’S SUPPLY, LLC
  DALLAS-FORT WORTH ROOFING SUPPLY, LLC
  FORT WORTH ROOFING SUPPLY, LLC
  ROOFING SUPPLY OF ARIZONA, LLC
  LAS VEGAS ROOFING SUPPLY, LLC
  ROOFING SUPPLY GROUP – CALIFORNIA, LLC
  ROOFING SUPPLY GROUP OF OKLAHOMA, LLC
  ROOFING SUPPLY GROUP ORLANDO, LLC
  ROOFING SUPPLY GROUP – FRESNO, LLC
  ROOFING SUPPLY TRANSPORTATION, LLC
  ROOFING SUPPLY OF ARIZONA – EAST VALLEY, LLC
  ROOFING SUPPLY OF ARIZONA – TUCSON, LLC
  ROOFING SUPPLY GROUP – SOUTHERN CALIFORNIA, LLC
  ROOFING SUPPLY GROUP – BAY AREA, LLC
  ROOFING SUPPLY OF COLORADO, LLC
  ROOFING SUPPLY GROUP–KANSAS CITY, LLC
  NORTH LOUISIANA ROOFING SUPPLY, LLC
  ROOFING SUPPLY GROUP - LOUISIANA, LLC
  ROOFING SUPPLY GROUP – OMAHA, LLC
  ROOFING SUPPLY OF NEW MEXICO, LLC
  ROOFING SUPPLY OF TENNESSEE, LLC
  ROOFING SUPPLY OF NASHVILLE, LLC
  ROOFING SUPPLY GROUP ST. LOUIS, LLC
  ROOFING SUPPLY GROUP OF CLEVELAND, LLC
  ROOFING SUPPLY GROUP OF PITTSBURGH, LLC
  ROOFING SUPPLY GROUP UTAH, LLC
  ROOFING SUPPLY GROUP SAN DIEGO, LLC
  ROOFING SUPPLY GROUP OF COLUMBUS, LLC
  ROOFING SUPPLY OF ATLANTA, LLC
  ROOFING SUPPLY OF CHARLOTTE, LLC
  ROOFING SUPPLY GROUP-GREENSBORO, LLC
  ROOFING SUPPLY GROUP – CINCINNATI, LLC
  ROOFING SUPPLY OF COLUMBIA, LLC
  ROOFING SUPPLY GROUP OF VIRGINIA, LLC
  ROOFING SUPPLY GROUP – TAMPA, LLC
  ROOFING SUPPLY GROUP – POLK COUNTY, LLC
  ROOFING SUPPLY GROUP – RALEIGH, LLC
  ROOFING SUPPLY GROUP – KENTUCKY, LLC
  ROOFING SUPPLY GROUP (TEXAS), INC.
  ROOFING SUPPLY FINANCE, INC.
  ROOFING SUPPLY GROUP – WASHINGTON, LLC

 

 

 

 

[Supplemental Indenture]

 

 

 

 

  ROOFING SUPPLY GROUP – ALABAMA, LLC
  ROOFING SUPPLY GROUP – TUSCALOOSA, LLC

 

   
  By:  /s/ Joseph M. Nowicki
    Name: Joseph M. Nowicki 
    Title:

Executive Vice President, Chief Financial 

Officer and Treasurer

 

 

 

[Supplemental Indenture]

 

 

 

 

 

 

 

  Beacon Roofing Supply, Inc.
   
  By:  /s/ Joseph M. Nowicki
    Name: Joseph M. Nowicki 
    Title: Executive Vice President, Chief Financial 
Officer and Treasurer

 

  

 

  Beacon Sales Acquisition, Inc.
  Beacon Leadership Acquisition II, LLC
   
  By:  /s/ Joseph M. Nowicki
    Name: Joseph M. Nowicki 
    Title: Executive Vice President, Chief Financial 
Officer and Treasurer

 

 

[Supplemental Indenture]

 

 

 

 

  U.S. BANK NATIONAL ASSOCIATION, as Trustee,
   
  By:  /s/ Donald T. Hurrelbrink  
    Name:  Donald T. Hurrelbrink
    Title:  Vice President

 

 

 

 

 

 

 

[Supplemental Indenture]

 

 

Schedule I

 

 

 

A.New Guarantors:

 

 

 

1.CDRR Holding, Inc.

 

2.Roofing Supply Group, LLC

 

3.Roofing Supply, LLC

 

4.Austin Roofer’s Supply, LLC

 

5.Dallas-Fort Worth Roofing Supply, LLC

 

6.Fort Worth Roofing Supply, LLC

 

7.Roofing Supply of Arizona, LLC

 

8.Las Vegas Roofing Supply, LLC

 

9.Roofing Supply Group – California, LLC

 

10.Roofing Supply Group of Oklahoma, LLC

 

11.Roofing Supply Group Orlando, LLC

 

12.Roofing Supply Group – Fresno, LLC

 

13.Roofing Supply Transportation, LLC

 

14.Roofing Supply of Arizona – East Valley, LLC

 

15.Roofing Supply of Arizona – Tucson, LLC

 

16.Roofing Supply Group – Southern California, LLC

 

17.Roofing Supply Group – Bay Area, LLC

 

18.Roofing Supply of Colorado, LLC

 

19.Roofing Supply Group–Kansas City, LLC

 

20.North Louisiana Roofing Supply, LLC

 

21.Roofing Supply Group - Louisiana, LLC

 

 

 

 

22.Roofing Supply Group – Omaha, LLC

 

23.Roofing Supply of New Mexico, LLC

 

24.Roofing Supply of Tennessee, LLC

 

25.Roofing Supply of Nashville, LLC

 

26.Roofing Supply Group St. Louis, LLC

 

27.Roofing Supply Group of Cleveland, LLC

 

28.Roofing Supply Group of Pittsburgh, LLC

 

29.Roofing Supply Group Utah, LLC

 

30.Roofing Supply Group San Diego, LLC

 

31.Roofing Supply Group of Columbus, LLC

 

32.Roofing Supply of Atlanta, LLC

 

33.Roofing Supply of Charlotte, LLC

 

34.Roofing Supply Group-Greensboro, LLC

 

35.Roofing Supply Group – Cincinnati, LLC

 

36.Roofing Supply of Columbia, LLC

 

37.Roofing Supply Group of Virginia, LLC

 

38.Roofing Supply Group – Tampa, LLC

 

39.Roofing Supply Group – Polk County, LLC

 

40.Roofing Supply Group – Raleigh, LLC

 

41.Roofing Supply Group – Kentucky, LLC

 

42.Roofing Supply Group (Texas), Inc.

 

43.Roofing Supply Finance, Inc.

 

44.Roofing Supply Group – Washington, LLC

 

45.Roofing Supply Group – Alabama, LLC

 

46.Roofing Supply Group – Tuscaloosa, LLC

 

 

 

 

B.Existing Guarantors

  

1.Beacon Sales Acquisition, Inc.

 

2.Beacon Leadership Acquisition II, LLC