GOODMAN GLOBAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 30th, 2007 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Indemnification Agreement (“Agreement”) is effective as of [ ], 20 by and between GOODMAN GLOBAL, INC., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
GOODMAN GLOBAL, INC. 23,529,411 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 30th, 2006 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Goodman Global, Inc., a Delaware corporation (the “Company”) proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,917,647 shares of common stock, par value $ 0.01 per share (“Common Stock”), of the Company (the “Primary Underwritten Shares”) and certain Stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to issue and sell to the Underwriters an aggregate of 2,611,764 shares of Common Stock of the Company (the “Underwritten Secondary Shares” and together with the Underwritten Primary Shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,529,411 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect
Non-Competition AgreementNon-Competition Agreement • March 13th, 2006 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Non-Competition Agreement (the “Agreement”), effective as of November 18, 2004, is made by and between Ben D. Campbell (the “Executive”) and Goodman Global Holdings, Inc., a Delaware corporation, formerly known as Frio, Inc. (“Goodman Global”), and any of its subsidiaries and Affiliates as may employ Executive from time to time (collectively, and together with any successor thereto, the “Company”).
GOODMAN GLOBAL, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • May 10th, 2006 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
Goodman Global, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
GOODMAN GLOBAL, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 10th, 2006 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
Goodman Global, Inc., a Delaware corporation, (the “Company”), pursuant to its 2006 Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the number of shares of the Company’s Common Stock set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
GOODMAN GLOBAL, INC. GOODMAN GLOBAL HOLDINGS, INC., as Borrower THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent UBS SECURITIES LLC, as Syndication Agent CREDIT SUISSE, CAYMAN ISLANDS BRANCH as...Credit Agreement • March 20th, 2006 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
FIRST AMENDMENT, dated as of March 17, 2006 (this “First Amendment”), to the CREDIT AGREEMENT dated as of December 23, 2004 (the “Credit Agreement”), among GOODMAN GLOBAL, INC., a Delaware corporation (“Holdings”), GOODMAN GLOBAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, UBS SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse First Boston, acting through its Cayman Islands branch), as documentation agent (in such capacity, the “Documentation Agent”), and J.P. MORGAN SECURITIES INC. and UBS SECURITIES LLC as joint lead arrangers and joint book managers (in such capacity, the “Joint Lead Arrangers”).
March 13, 2009 Mr. Charles A. Carroll c/o Goodman Global, Inc. Houston, Texas 77056 Dear Chuck:Employment Agreement • March 13th, 2009 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
This letter agreement (the “Agreement”) sets forth the agreed upon changes to your role with Goodman Global, Inc. (the “Company”) and Chill Holdings, Inc. (“Holdings”), each a Delaware corporation. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the employment agreement you entered into with the Company, dated as of February 13, 2008 (as amended by Amendment No. 1 and Amendment No. 2 thereto, the “Employment Agreement”)
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • March 12th, 2010 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment No. 1”) is entered into as of December 7, 2009, among GOODMAN GLOBAL, INC., a Delaware corporation (the “Borrower”), CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), each other Guarantor, each Lender party hereto, and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as administrative agent for the Lenders (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”).
AMENDMENT NO. 1Merger Agreement • January 4th, 2008 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AMENDMENT (this “Amendment”) dated as of January 3, 2008, by and among Chill Holdings, Inc., a Delaware corporation, Chill Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Chill Holdings, Inc., and Goodman Global, Inc., a Delaware corporation.
AGREEMENT AND PLAN OF MERGER by and among CHILL HOLDINGS, INC. CHILL ACQUISITION, INC. and GOODMAN GLOBAL, INC. Dated as of October 21, 2007Merger Agreement • October 25th, 2007 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2007 (the “Agreement”), by and among Chill Holdings, Inc., a Delaware corporation (“Parent”), Chill Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Goodman Global, Inc., a Delaware corporation (“Company”).
FIRST AMENDMENT TO GOODMAN GLOBAL, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • March 20th, 2006 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
This First Amendment to the Stockholders Agreement (this “Amendment”), dated as of the [·] day of [·], 2006, by and between John B. Goodman (the “Goodman Representative”) and Apollo Management V, LP (the “Apollo Representative”), amends that certain Stockholders Agreement (the “Stockholders Agreement”), dated as of December 23, 2004, by and among the investors listed on Schedule I thereto (the “Goodman Investors”), Frio Holdings, LLC, a Delaware limited liability company (the “Initial Apollo Stockholder” and, together with any Apollo Transferee (as defined in the Stockholders Agreement) and, in each case, any transferee thereof, the “Apollo Stockholders”), and Goodman Global, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Stockholders Agreement.
GOODMAN GLOBAL, INC.Underwriting Agreement • March 30th, 2006 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
Reference is made to the Underwriting Agreement dated , 2006 (the “Underwriting Agreement”) among Goodman Global, Inc. (the “Company”), the selling sharholders and the Underwriters listed in Schedule I to the Underwriting Agreement. All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Underwriting Agreement.
LEASE AGREEMENTLease Agreement • March 13th, 2006 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
NON-QUALIFIED STOCK OPTION AGREEMENT OF GOODMAN GLOBAL, INC.Non-Qualified Stock Option Agreement • March 30th, 2007 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of December 23, 2004 (the “Grant Date”) by and between Goodman Global, Inc., a Delaware corporation (the “Company”) and , an employee of the Company (or one of its Subsidiaries), hereinafter referred to as the “Optionee.”
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 12th, 2010 • Goodman Global Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment No. 1”) is entered into as of December 7, 2009, among GOODMAN GLOBAL, INC., a Delaware corporation (the “Borrower”), CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), each other Guarantor, each Lender party hereto, and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as administrative agent for the Lenders (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”).
