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”).
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.
