INDEMNIFICATION PRIORITY AGREEMENTIndemnification Priority Agreement • June 11th, 2010 • Goodman Global Group, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Indemnification Priority Agreement is dated as of August , 2009 (this “Agreement”) and is among Chill Holdings, Inc., a Delaware corporation (“Chill Holdings”), Goodman Global, Inc., a Delaware corporation (“Goodman”, and together with Chill Holdings, the “Companies”), and Robert B. Henske (“Indemnitee”).
CHILL HOLDINGS, INC. MANAGEMENT STOCKHOLDERS AGREEMENT (Key Employee Version) Dated as of April 25, 2008Management Stockholders Agreement • June 11th, 2010 • Goodman Global Group, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Management Stockholders Agreement for key employees (“Agreement”) is entered into as of April 25, 2008, by and among Chill Holdings, Inc., a Delaware corporation (the “Company”), Goodman Global, Inc., a Delaware corporation (f/k/a Chill Acquisition, Inc.), 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 Stockhol
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...Lease Agreement • June 11th, 2010 • Goodman Global Group, Inc. • 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.
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...Lease Agreement • June 11th, 2010 • Goodman Global Group, Inc. • 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.
