TERM LOAN CREDIT AGREEMENT Dated as of February 13, 2008 among CHILL INTERMEDIATE HOLDINGS, INC., as Holdings CHILL ACQUISITION, INC., which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC., (with GOODMAN GLOBAL, INC. surviving...Term Loan Credit Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
CREDIT AGREEMENT, dated as of February 13, 2008, among CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), CHILL ACQUISITION, INC., a Delaware corporation (“Merger Sub”, which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC, a Delaware corporation (the “Company”), with the Company surviving such merger as the borrower) (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC and CALYON NEW YORK BRANCH, as Joint Lead Arrangers, BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC, CALYON NEW YORK BRANCH and GENERAL ELECTRIC CAPITAL CORPORATION, as joint bookrunners (the “Joint Bookrunners”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as the Administrative and Collateral Agent.
EMPLOYMENT AGREEMENT (Charles Carroll)Employment Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of February 13, 2008, is made by and between Chill Acquisition, Inc., a Delaware corporation (the “Company”), and Charles Carroll (“Executive”).
REVOLVING CREDIT AGREEMENT Dated as of February 13, 2008 among CHILL INTERMEDIATE HOLDINGS, INC., as Holdings CHILL ACQUISITION, INC., which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC., (with GOODMAN GLOBAL, INC. surviving...Revolving Credit Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
CREDIT AGREEMENT, dated as of February 13, 2008, among CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), CHILL ACQUISITION, INC., a Delaware corporation (“Merger Sub”, which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC, a Delaware corporation (the “Company”), with the Company surviving such merger as the borrower) (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC and GENERAL ELECTRIC CAPITAL CORPORATION, as Joint Lead Arrangers, BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC, CALYON NEW YORK BRANCH and GENERAL ELECTRIC CAPITAL CORPORATION, as joint bookrunners (the “Joint Bookrunners”), GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as the Administrative, Collateral Agent, Swingline Lender and Letter of Credit Issuer.
REVOLVING SECURITY AGREEMENTRevolving Security Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
REVOLVING SECURITY AGREEMENT, dated as of February 13, 2008 (this “Agreement”), among CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), CHILL ACQUISITION, INC., a Delaware corporation (which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC., a Delaware corporation (the “Company”), with the Company surviving such merger as the borrower, the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with Holdings and the Borrower, collectively, the “Grantors”), and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
TERM LOAN PLEDGE AGREEMENTTerm Loan Pledge Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
TERM LOAN PLEDGE AGREEMENT, dated as of February 13, 2008 (this “Agreement”), among CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), CHILL ACQUISITION, INC., a Delaware corporation (which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC., a Delaware corporation, with GOODMAN GLOBAL, INC. surviving such merger as the borrower, the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule 1 hereto (each such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; and together with Holdings and the Borrower, collectively, the “Pledgors”), and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
FORM OF EQUITY CONTRIBUTION AGREEMENTEquity Contribution Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
EQUITY CONTRIBUTION AGREEMENT, dated as of October 21, 2007 (this “Agreement”), between Chill Holdings, Inc., a Delaware corporation (“Parent”) and [ ], an individual (the “Rollover Investor”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of February 13, 2008, between GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as collateral agent for the Term Loan Secured Parties referred to herein, and GECC, as collateral agent for the Revolving Secured Parties referred to herein, and acknowledged by CHILL HOLDINGS, INC., a Delaware corporation (“Holdings”), CHILL ACQUISITION, INC., a Delaware corporation (which on the Closing Date (as such term is defined in the Term Loan Credit Agreement) shall be merged with and into GOODMAN GLOBAL, INC., a Delaware corporation (the “Company”), with the Company surviving such merger as the borrower) (the “Borrower”), and certain other subsidiaries of the Borrower.
CHILL HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of February 13, 2008Shareholder Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of February 13, 2008 by and among Chill Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Chill Acquisition, Inc. (together with its successors and assigns, “Merger Sub”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”): (a) Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership (“H&F VI”), Hellman & Friedman Capital Partners VI (Parallel), L.P., a Delaware limited partnership (“H&F VI Parallel”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“H&F Associates VI”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“H&F Executives VI”) and H&F Chill Partners, L.P, a Delaware limited partnership (“H&F Chill” and, together with H&F Executives VI, H&F Associates VI, H&F VI and H&F VI Parallel, the “Initial H&F Investors
CHILL HOLDINGS, INC. MANAGEMENT STOCKHOLDERS AGREEMENT Dated as of February 13, 2008Management Stockholders Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Management Stockholders Agreement (“Agreement”) is entered into as of February 13, 2008, by and among Chill Holdings, Inc., a Delaware corporation (the “Company”), Chill Acquisition, Inc. (together with its successors and assigns, “Merger Sub”), Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership (“HFCP VI”), Hellman & Friedman Capital Partners VI (Parallel), L.P., a Delaware limited partnership (“H&F VI Parallel”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“H&F Associates VI”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“H&F Executives VI”) and H&F Chill Partners, L.P., a Delaware limited partnership (“H&F Chill” and, together with HFCP VI, H&F VI Parallel, H&F Associates VI and H&F Executives VI, the “Initial H&F Investors”) and each of the following (hereinafter severally referred to as a “Management Stockholder” and collectively referred to as the “Management Stockholders”): (a)
GOODMAN GLOBAL, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Indemnification Agreement (“Agreement”) is effective as of February 13, 2008 by and between GOODMAN GLOBAL, INC., a Delaware corporation, as successor by merger to Chill Acquisition, Inc. (the “Company”), and [ ] (“Indemnitee”).
REVOLVING PLEDGE AGREEMENTRevolving Pledge Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
REVOLVING PLEDGE AGREEMENT, dated as of February 13, 2008 (this “Agreement”), among CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), CHILL ACQUISITION, INC., a Delaware corporation (which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC., a Delaware corporation, with GOODMAN GLOBAL, INC. surviving such merger as the borrower, the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule 1 hereto (each such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; and together with Holdings and the Borrower, collectively, the “Pledgors”), and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
FORM OF OPTION ROLLOVER AGREEMENTOption Rollover Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
THIS OPTION ROLLOVER AGREEMENT, dated as of February 13, 2008 (this “Agreement”), is made by and between Chill Holdings, Inc., a Delaware corporation (“Holdings”), and [ ], an individual (the “Management Participant”).
TERM LOAN SECURITY AGREEMENTTerm Loan Security Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
TERM LOAN SECURITY AGREEMENT, dated as of February 13, 2008 (this “Agreement”), among CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), CHILL ACQUISITION, INC., a Delaware corporation (which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC., a Delaware corporation (the “Company”), with the Company surviving such merger as the borrower, the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with Holdings and the Borrower, collectively, the “Grantors”), and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
FORM OF SEVERANCE AGREEMENTSeverance Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
THIS SEVERANCE AGREEMENT (the “Agreement”), dated as of February 13, 2008, is made by and between Chill Acquisition, Inc., a Delaware corporation (the “Company”), and [ ] (“Executive”).
REVOLVING GUARANTEERevolving Guarantee • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
REVOLVING GUARANTEE, dated as of February 13, 2008 (this “Guarantee”), made among CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), each of the subsidiaries of CHILL ACQUISITION, INC., a Delaware corporation (which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC., a Delaware corporation, with GOODMAN GLOBAL, INC. surviving such merger as the borrower, the “Borrower”) listed on Annex A hereto (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and together with Holdings and the Borrower, collectively, the “Guarantors”), and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT by and among CHILL ACQUISITION, INC., THE OTHER GUARANTORS FROM TIME TO TIME PARTY THERETO, GSO DOMESTIC CAPITAL FUNDING LLC, GSO COF FACILITY LLC, GSO ORIGINATION FUNDING PARTNERS LP, FARALLON FUNDING,...Exchange and Registration Rights Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2008, by and among Chill Acquisition, Inc., a Delaware corporation (“MergerCo” or, in its capacity as issuer of the Notes (defined below), the “Issuer”), GSO Domestic Capital Funding LLC (“GSO Domestic Capital”), GSO COF Facility LLC (“GSO COF”), GSO Origination Funding Partners LP (“GSO Origination Funding” and, together with GSO Domestic Capital and GSO COF, the “GSO Purchasers”), Farallon Funding, L.L.C. (“Farallon Funding”), AlpInvest Partners Mezzanine 2007 C.V. (“AlpInvest”), KKR Financial Holdings III, LLC (“KKR Financial”) and CMP II Initial Holdings, L.L.C. (“CMP II” and, together with the GSO Purchasers, Farallon Funding, AlpInvest and KKR Financial, the “Purchasers”).
JOINDER AND ASSUMPTION AGREEMENTJoinder and Assumption Agreement • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This JOINDER AND ASSUMPTION AGREEMENT (this “Assumption Agreement”), is made and entered into as of February 13, 2008, among Goodman Global, Inc., a Delaware corporation (the “Company,” or in its capacity as the successor issuer of the Notes, the “Successor Issuer”), the guarantors listed on the signature pages hereto (the “Initial Guarantors”), GSO Domestic Capital Funding LLC (“GSO Domestic Capital”), GSO COF Facility LLC (“GSO COF”), GSO Origination Funding Partners LP (“GSO Origination Funding” and, together with GSO Domestic Capital and GSO COF, the “GSO Purchasers”), Farallon Funding, L.L.C. (“Farallon Funding”), AlpInvest Partners Mezzanine 2007 C.V. (“AlpInvest”), KKR Financial Holdings III, LLC (“KKR Financial”) and CMP II Initial Holdings, L.L.C. (“CMP II” and, together with the GSO Purchasers, Farallon Funding, AlpInvest and KKR Financial, the “Purchasers”).
TERM LOAN GUARANTEETerm Loan Guarantee • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
TERM LOAN GUARANTEE, dated as of February 13, 2008 (this “Guarantee”), made among CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), each of the subsidiaries of CHILL ACQUISITION, INC., a Delaware corporation (which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC., a Delaware corporation, with GOODMAN GLOBAL, INC. surviving such merger as the borrower, the “Borrower”) listed on Annex A hereto (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and together with Holdings and the Borrower, collectively, the “Guarantors”), and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
GUARANTOR SUPPLEMENTAL INDENTUREGuarantor Supplemental Indenture • April 15th, 2008 • Goodman Sales CO • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Guarantor Supplemental Indenture (this “Supplemental Indenture”), dated as of February 13, 2008, among the Guarantors listed on the signature page attached hereto (each a “Guaranteeing Subsidiary”), subsidiaries of Goodman Global, Inc. (as successor to Chill Acquisition, Inc.) (the “Issuer”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
