GOODMAN GLOBAL HOLDINGS, INC., as Issuer, and the Guarantors named herein 7 7/8% Senior Subordinated Notes due 2012Indenture • September 21st, 2005 • Goodman Holding CO • New York
INDENTURE dated as of December 23, 2004 among GOODMAN GLOBAL HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a New York banking corporation, as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of December 23, 2004, Among GOODMAN GLOBAL, INC. GOODMAN GLOBAL HOLDINGS, INC. as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, UBS SECURITIES LLC, as Syndication Agent, CREDIT SUISSE...Credit Agreement • September 21st, 2005 • Goodman Holding CO • New York
CREDIT AGREEMENT dated as of December 23, 2004 (this “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, 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 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”).
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of December 23, 2004, among GOODMAN GLOBAL, INC., GOODMAN GLOBAL HOLDINGS, INC, each Subsidiary of Holdings identified herein, and JPMORGAN CHASE BANK, N.A., as Administrative AgentGuarantee and Collateral Agreement • September 21st, 2005 • Goodman Holding CO • New York
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of December 23, 2004 (this “Agreement”), among GOODMAN GLOBAL, INC., a Delaware corporation (“Holdings”), GOODMAN GLOBAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower identified herein as a party (each, a “Subsidiary Party”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
Employment Agreement (Amended and Restated as of December 23, 2004)Employment Agreement • September 21st, 2005 • Goodman Holding CO • Delaware
This Employment Agreement originally entered into as of November 18, 2004 and amended and restated in its entirety as of December 23, 2004 (the “Agreement”), is made by and between Lawrence M. Blackburn (the “Executive”) and Goodman Global, Inc., a Delaware corporation, formerly known as Frio Holdings, Inc., and any of its subsidiaries and Affiliates as may employ Executive from time to time (collectively, and together with any successor thereto, the “Company”).
ASSET PURCHASE AGREEMENT by and among GOODMAN GLOBAL HOLDINGS, INC. (as Seller), FRIO HOLDINGS, INC. (as Parent) and FRIO, INC. (as Buyer) dated as of November 18, 2004Asset Purchase Agreement • September 21st, 2005 • Goodman Holding CO • Delaware
THIS ASSET PURCHASE AGREEMENT (“Agreement”) dated as of November 18, 2004, is made and entered into by and among Goodman Global Holdings, Inc., a Texas corporation (“Seller”), Frio Holdings, Inc., a Delaware corporation (“Parent”), and Frio, Inc., a Delaware corporation (“Buyer”).
REGISTRATION RIGHTS AGREEMENT Dated as of December 23, 2004 By and Among GOODMAN GLOBAL HOLDINGS, INC., the GUARANTORS named herein and UBS SECURITIES LLC, J.P. MORGAN SECURITIES INC., CREDIT SUISSE FIRST BOSTON LLC, DEUTSCHE BANK SECURITIES INC. and...Registration Rights Agreement • September 21st, 2005 • Goodman Holding CO • New York
This Registration Rights Agreement (this “Agreement”) is dated as of December 23, 2004, by and among GOODMAN GLOBAL HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and UBS SECURITIES LLC (the “Representative”), J.P. MORGAN SECURITIES INC., CREDIT SUISSE FIRST BOSTON LLC, DEUTSCHE BANK SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (together with the Representative, the “Initial Purchasers”), on the other hand.
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • September 21st, 2005 • Goodman Holding CO • New York
This MANAGEMENT CONSULTING AGREEMENT (the “Agreement”) is entered into as of December 23, 2004 by and between Goodman Global Holdings, Inc. (f/k/a Frio, Inc.), a Delaware corporation (“Goodman”), and Apollo Management V, L.P., a Delaware limited partnership (“Apollo”).
