Re: Commitment for Financing for a $500,000,000 Senior Secured US Credit Facility and a C$15,000,000 Senior Secured Canadian Credit Facility

Exhibit 10.3

September 22, 2006

Beacon Sales Acquisition, Inc.

Beacon Roofing Supply Canada Company

50 Webster Ave.

Somerville, MA 02143

Attention:  David Grace

Re:                                Commitment for Financing for a $500,000,000 Senior Secured US Credit Facility and a C$15,000,000 Senior Secured Canadian Credit Facility

Ladies and Gentlemen:

General Electric Capital Corporation (“GE Capital” or “Agent”) has approved the terms of a $500,000,000 US Senior Secured Credit Facility, and GE Canada Finance Holding Company has approved the terms of a C$15,000,000 Canadian Senior Secured Credit Facility (together with the US Senior Secured Credit Facility, the “Credit Facility”), upon the general terms and conditions outlined in the summary of terms attached to this commitment letter (the “Summary of Terms”).  This commitment is based upon our understanding of the transactions described in the Summary of Terms and upon the information that you have provided to us.  The Credit Facility would be used to refinance existing senior indebtedness of Beacon Sales Acquisition, Inc. and Beacon Roofing Supply Canada Company and provide financing for future acquisitions, ongoing working capital needs and expenses relating to the Credit Facility.  Unless otherwise indicated, dollar amounts indicated herein mean lawful currency of the United States of America.

GE Capital’s affiliate, GE Capital Markets, Inc. (“GECM”), will seek to syndicate a portion of the loans and loan commitments under the Credit Facility to other financial institutions identified by GECM on the terms and conditions more fully described in the fee letter dated as of the date hereof between you, GE Capital and GE Canada (the “Fee Letter”).

By your acceptance of this Commitment Letter, you agree to pay all costs and expenses incurred by GE Capital, GE Canada and GECM in connection with due diligence and analysis, documentation, negotiation, syndication and closing of the Credit Facility including, but not limited to, legal fees and other out-of-pocket expenses incurred by GE Capital, GE Canada and GECM, whether or not GE Capital and GE Canada close the proposed Credit Facility.

The Summary of Terms is intended to be indicative of the principal terms of the Credit Facility and does not purport to specify all of the terms, conditions, representations and warranties, covenants and other provisions that will be contained in the final loan documents for the Credit Facility.

GE Capital and GE Canada are delivering this Commitment Letter to you in reliance upon the accuracy of all information furnished to GE Capital and GE Canada by you or on your behalf and with the understanding that you will not disclose the contents of this letter or GE Capital’s, GE Canada’s or GECM’s involvement or interest in providing financing for the proposed transaction to any third party (including, without limitation, any financial institution or intermediary) without GE Capital’s or GE Canada’s prior written consent other than to governmental and regulatory authorities and your advisors and officers on a need-to-know basis.  You agree to inform all such persons who receive information concerning GE Capital, GE Canada, GECM or this commitment that such information is confidential and may not be disclosed to any other person.  GE Capital and GE Canada reserve the right to review and reasonably approve, in advance, all materials, press releases, advertisements and disclosures that you or your affiliates prepare that contain GE Capital’s, GE Canada’s or any affiliate’s name or describe GE Capital’s or GE Canada’s financing commitment.

By executing this Commitment Letter, you agree, whether or not GE Capital or GE Canada closes the proposed Credit Facility, to indemnify GE Capital, GE Canada, GECM, each other lender involved in the Credit Facility, and their respective affiliates, and their respective directors, officers, employees, agents, auditors, accountants, consultants and counsel (each, an “Indemnitee”) from, and hold each of them harmless against, any and all losses, liabilities, claims, actions, suits, proceedings, damages or expenses including amounts paid in settlement, legal fees and defense costs, incurred by any of them arising out of or by reason of any environmental matters, investigation, litigation or other proceeding brought or threatened relating to any loan made or proposed to be made hereunder or otherwise relating to any such loan made or proposed to be made hereunder, provided, that you shall have no obligation to an Indemnitee under this paragraph to the extent resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction.  You agree that in any action arising in connection with this letter or any transaction contemplated hereby the only damages that may be sought from GE Capital, GE Canada, GECM, their affiliates, each other lender or any Indemnitee are those which are direct and reasonably foreseeable as the probable result of any breach hereof and any right to indirect, special, exemplary, consequential, or punitive damages or lost anticipated profits is hereby waived.

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You, GE Capital and GE Canada hereby expressly waive any right to trial by jury of any claim, demand, action or cause of action arising in connection with this Commitment Letter, any transaction relating hereto, or any other instrument, document or agreement executed or delivered in connection herewith, whether sounding in contract, tort or otherwise.  You, GE Capital and GE Canada consent and agree that the state or federal courts located in Cook County, State of Illinois, shall have exclusive jurisdiction to hear and determine any claims or disputes between or among any of the parties hereto pertaining to this Commitment Letter, any transaction relating hereto, any other financing related thereto, and any investigation, litigation, or proceeding related to or arising out of any such matters, provided , that you, GE Capital and GE Canada acknowledge that any appeals from those courts may have to be heard by a court located outside of such jurisdiction.  You, GE Capital and GE Canada expressly submit and consent in advance to such jurisdiction in any action or suit commenced in any such court, and hereby waive any objection which either of them may have based upon lack of personal jurisdiction, improper venue or inconvenient forum.

This Commitment Letter is governed by and shall be construed in accordance with the laws of the State of Illinois applicable to contracts made and performed in that State.

GE Capital, GE Canada and GECM shall have access to all relevant facilities, personnel and accountants, and copies of all documents which GE Capital, GE Canada or GECM may request, including business plans, financial statements (actual and pro forma), books, records, and other documents.

This Commitment Letter and the Fee Letter supersede all prior discussions, writings, indications of interest and proposals with respect to the Credit Facility previously delivered to you or your affiliates by GE Capital or any of its affiliates.  Unless extended in writing by GE Capital, in its discretion, the commitment contained herein shall expire upon the first to occur of:  (a) 5:00 p.m., Chicago time on September 27, 2006, unless you shall have executed and delivered a copy of this letter and the Fee Letter to the attention of the undersigned prior to that date and time; or (b) 5:00 p.m., Chicago time on December 12, 2006, unless the transactions contemplated and described by this Commitment Letter are consummated on or before that date pursuant to written credit documentation signed by GE Capital and GE Canada.  Upon expiration of the commitment contained herein, GE Capital, GE Canada GECM and their affiliates shall have no liability or obligation hereunder.  Expiration of this commitment shall not affect your obligations hereunder, including to pay any fees, costs or expenses provided for herein or in any other agreements entered into between you and GE Capital and GE Canada.

We appreciate the opportunity you have given us to deliver a financing commitment and look forward to working with you.

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September 22, 2006

Summary of Terms

$500,000,000 Senior Secured US Credit Facility

C$15,000,000 Senior Secured Canadian Credit Facility

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