Exhibit 4.1
Execution Version
SUPPLEMENTAL INDENTURE NO. 2
SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”), dated as of May 20, 2026, among QXO BUILDING PRODUCTS, INC., a Delaware corporation (the “Issuer”), each of the entities referenced on Schedule I hereto (each, a “New Subsidiary Guarantor” and, collectively, the “New Subsidiary Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H :
WHEREAS, the Issuer (as successor by merger to Queen MergerCo, Inc.), certain Subsidiary Guarantors and the Trustee have heretofore executed an indenture, dated as of April 29, 2025 (as supplemented by the Supplemental Indenture No. 1, dated as of April 29, 2025 and as further amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 6.75% Senior Secured Notes due 2032 (the “Notes”), initially in the aggregate principal amount of $2,250.0 million;
WHEREAS, Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause each New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each New Subsidiary Guarantor shall unconditionally guarantee all the Issuer’s Obligations under the Notes and the Indenture 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 and the Issuer 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 Subsidiary Guarantors, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.
2. Agreement to Guarantee. Each New Subsidiary Guarantor hereby agrees, jointly and severally with all existing Subsidiary Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
3. Notices. All notices or other communications to the New Subsidiary Guarantors shall be given as provided in Section 14.02 of the Indenture.
4. 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 Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. This Supplemental Indenture may be executed electronically and in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Supplemental Indenture. One signed copy is enough to prove this Supplemental Indenture. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by telecopier, facsimile, email or other electronic transmission (i.e., a “pdf” or “tif”) (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) shall be effective as delivery of a manually executed counterpart thereof.
8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.
QXO BUILDING PRODUCTS, INC., as Issuer
By: /s/ Christopher Signorello
Name: Christopher Signorello
Title: Chief Legal Officer
AMERICAN BUILDERS SUPPLY, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
AO DOOR LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
BARNES & SWEENEY ENTERPRISES, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
BARNSCO DECORATIVE CONCRETE SUPPLY INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
BARNSCO, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
BARTON MATERIALS, LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
BEAR SHARE MANAGEMENT, LLC, as a Subsidiary Guarantor
BY: /s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
CARPENTER CONTRACTORS OF AMERICA, INC., as a Subsidiary Guarantor
BY: /s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
CCA MIDWEST, INC., as a Subsidiary Guarantor
BY: /s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
CHRISTENSEN LUMBER, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
EAST COAST BUILDING MATERIALS, LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
ERECT-A-LINE, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
FL KEYS ACQUISITION LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
FREEDOM DRYWALL SUPPLY LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
GEORGECO, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP BEAR DEN LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
KBP BELLINGHAM LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP BEXAR LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP BUILDING MATERIALS LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP DOOR LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP GRACELAND LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP ISLANDER LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
KBP LAKE OF THE WOODS LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP LONE STAR LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
KBP NORTH STAR LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP NORTHWEST LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP OLYMPIC PENINSULA LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP PRIEST LAKE LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP TETON LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KBP WICKED LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
KODIAK BP, LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KODIAK BUILDING PARTNERS INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KODIAK BUILDING PARTNERS, LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KODIAK FINANCE INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KODIAK GUARANTOR INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KODIAK GYPSUM LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
KODIAK GYPSUM MOUNTAIN STATES LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KODIAK INVESTMENTS LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
KODIAK STEEL, LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
MANDERE CONSTRUCTION, INC. , as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
MEDALLION INDUSTRIES, INC. , as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
MIDWEST WEATHER PROTECTION SYSTEMS, L.L.C., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
MULTI-FAMILY BUILDING PRODUCTS INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
NEW RIVER BUILDING SUPPLY, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
NORTHWEST BUILDING COMPONENTS, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
RICCI SUPPLY COMPANY, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
SUN MOUNTAIN, INC., as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
THE MILLER LUMBER COMPANY, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
ZARSKY ACQUISITION, LLC, as a Subsidiary Guarantor
BY:/s/ Christopher Signorello
Name: Christopher Signorello
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By: /s/ Barry D. Somrock
Name: Barry D. Somrock
Title: Vice President
[Signature Page to Supplemental Indenture No. 2]
Schedule I
New Subsidiary Guarantors
| | | | | | | | |
| No | Entity Name | Jurisdiction |
1. | American Builders Supply, Inc. | Delaware |
2. | AO Door LLC | Delaware |
3. | Barnes & Sweeney Enterprises, Inc. | Michigan |
4. | Barnsco Decorative Concrete Supply Inc. | Texas |
5. | Barnsco, Inc. | Texas |
6. | Barton Materials, LLC | Delaware |
7. | Bear Share Management, LLC | Delaware |
8. | Carpenter Contractors of America, Inc. | Illinois |
9. | CCA Midwest, Inc. | Illinois |
10. | Christensen Lumber, Inc. | Nebraska |
11. | East Coast Building Materials, LLC | Delaware |
12. | Erect-A-Line, Inc. | Texas |
13. | FL Keys Acquisition LLC | Delaware |
14. | Freedom Drywall Supply LLC | Delaware |
15. | Georgeco, Inc. | Texas |
16. | KBP Bear Den LLC | Delaware |
17. | KBP Bellingham LLC | Delaware |
18. | KBP Bexar LLC | Delaware |
19. | KBP Building Materials LLC | Delaware |
20. | KBP Door LLC | Delaware |
21. | KBP Graceland LLC | Delaware |
22. | KBP Islander LLC | Delaware |
23. | KBP Lake of the Woods LLC | Delaware |
24. | KBP Lone Star LLC | Delaware |
25. | KBP North Star LLC | Delaware |
26. | KBP Northwest LLC | Delaware |
27. | KBP Olympic Peninsula LLC | Delaware |
28. | KBP Priest Lake LLC | Delaware |
29. | KBP Teton LLC | Delaware |
30. | KBP Wicked LLC | Delaware |
31. | Kodiak BP, LLC | Delaware |
32. | Kodiak Building Partners Inc. | Delaware |
33. | Kodiak Building Partners, LLC | Delaware |
34. | Kodiak Finance Inc. | Delaware |
35. | Kodiak Guarantor Inc. | Delaware |
36. | Kodiak Gypsum LLC | Delaware |
37. | Kodiak Gypsum Mountain States LLC | Delaware |
38. | Kodiak Investments LLC | Delaware |
39. | Kodiak Steel, LLC | Delaware |
40. | Mandere Construction, Inc. | Idaho |
41. | Medallion Industries, Inc. | Oregon |
42. | Midwest Weather Protection Systems, L.L.C. | Nebraska |
43. | Multi-Family Building Products Inc. | Colorado |
44. | New River Building Supply, Inc. | North Carolina |
45. | Northwest Building Components, Inc. | Washington |
46. | Ricci Supply Company, Inc. | New Hampshire |
47. | Sun Mountain, Inc. | Colorado |
48. | The Miller Lumber Company | Oregon |
49. | Zarsky Acquisition, LLC | Delaware |
[Schedule I – New Subsidiary Guarantors]