Goodman Global Group, Inc. S-1/A

AMENDMENT NO. 1 TO FORM S-1

$800,000,000 CREDIT AGREEMENT

REVOLVING CREDIT AGREEMENT

MANAGEMENT STOCKHOLDERS AGREEMENT

INDEMNIFICATION PRIORITY AGREEMENT - ROBETR B. HENSKE

INDEMNIFICATION PRIORITY AGREEMENT - ERIK D. RAGATZ

INDEMNIFICATION PRIORITY AGREEMENT - SALONI K. SARAIYA

AMENDMENT NO.2 TO 2008 STOCK INCENTIVE PLAN

CONSENT OF ERNST & YOUNG LLP

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