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]


 




    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/ 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