SUPPLEMENTAL INDENTURE
Exhibit 4.2
EXECUTION VERSION
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]
2
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/ Xxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||
[Supplemental Indenture]
| Beacon Roofing Supply, Inc. | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||
| Beacon Sales Acquisition, Inc. | |||
| Beacon Leadership Acquisition II, LLC | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||
[Supplemental Indenture]
| U.S. BANK NATIONAL ASSOCIATION, as Trustee, | |||
| By: | /s/ Xxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxx X. Xxxxxxxxxxx | ||
| 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 |
