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Exhibit 4.2
EXECUTION
COPY
GUARANTOR SUPPLEMENTAL
INDENTURE
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”).
WITNESSETH
WHEREAS, the Issuer has
heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of February 13, 2008,
providing for the issuance of 13.5%/14.0% Senior Subordinated Notes
due 2016 (the “Notes”);
WHEREAS, the Indenture
provides that under certain circumstances each Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which any newly-acquired or created Guarantor
shall unconditionally guarantee on a senior subordinated basis all
of the Issuer’s obligations under the Notes and the Indenture
on the terms and conditions set forth herein (a “Subsidiary
Guarantee”); and
WHEREAS, pursuant to
Section 9.1 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each
Guaranteeing Subsidiary and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as
follows:
1. Capitalized Terms .
Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
2. Agreement to
Guarantee . Each Guaranteeing Subsidiary irrevocably and
unconditionally guarantees on a senior subordinated basis the
Guarantee Obligations, which include that (i) the principal
of, premium, if any, and interest and Liquidated Damages, if any,
on the Notes, shall be duly and punctually paid in full or
performed when due, whether at maturity, by acceleration, call for
redemption, upon a Change of Control Offer, upon an Asset Sale
Offer or otherwise, and interest on the overdue principal, premium,
if any, Liquidated Damages, if any, and (to the extent permitted by
law) interest on any interest, if any, on the Notes, and all other
obligations of the Issuer to the Holders or the Trustee under the
Indenture or under the Notes (including fees, expenses or other)
shall be promptly paid in full, all in accordance with the terms of
the Indenture, and (ii) in case of any extension of time of
payment or renewal of any Notes or any such other obligations, the
same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether
at
1
Stated Maturity, by acceleration, call
for redemption, upon a Change of Control Offer, upon an Asset Sale
Offer or otherwise, subject, however, in the case of clauses
(i) and (ii) above, to the limitations set forth in
Section 10.5 of the Indenture.
The obligations of each
Guaranteeing Subsidiary to the Holders and to the Trustee pursuant
to this Subsidiary Guarantee and the Indenture (i) are
expressly set forth in Articles X and XI of the Indenture and
reference is hereby made to such Indenture for the precise terms of
this Subsidiary Guarantee and (ii) are subordinated to the
Senior Indebtedness of each Guaranteeing Subsidiary as set forth in
Section 10.7 and Article XI of the Indenture and reference is
hereby made to such Section and Article for the precise terms of
such subordination.
No past, present or future
director, officer, employee, incorporator or stockholder (direct or
indirect) of the Guaranteeing Subsidiary (or any such successor
entity), as such, shall have any liability for any obligations of
the Guaranteeing Subsidiary under this Subsidiary Guarantee or the
Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation, except in their capacity as
an obligor or Guarantor of the Notes in accordance with the
Indenture.
This is a co
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