FIRST AMENDMENT TO GOODMAN GLOBAL, INC. STOCKHOLDERS AGREEMENT

Exhibit 10.36

FIRST AMENDMENT TO

GOODMAN GLOBAL, INC.

STOCKHOLDERS AGREEMENT

This First Amendment to the Stockholders Agreement (this “Amendment”), dated as of the [ · ] day of [ · ] , 2006, by and between John B. Goodman (the “ Goodman Representative ”) and Apollo Management V, LP (the “ Apollo Representative ”), amends that certain Stockholders Agreement (the “ Stockholders Agreement ”), dated as of December 23, 2004, by and among the investors listed on Schedule I thereto (the “ Goodman Investors ”), Frio Holdings, LLC, a Delaware limited liability company (the “ Initial Apollo Stockholder ” and, together with any Apollo Transferee (as defined in the Stockholders Agreement) and, in each case, any transferee thereof, the “ Apollo Stockholders ”), and Goodman Global, Inc., a Delaware corporation (the “ Company ”). Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Stockholders Agreement.

R    E    C    I    T    A    L    S

WHEREAS, the Investors and the Company have entered into that certain Stockholders Agreement which sets forth their agreement with respect to certain matters relating to the operations of the Company and the disposition and voting of the Shares;

WHEREAS, the Investors and the Company desire to amend the Stockholders Agreement to provide for the survival and amendment of certain portions of the Stockholders Agreement that would otherwise terminate in the event of an Initial Public Offering of the Company; and

WHEREAS, pursuant to Section 7(d) of the Stockholders Agreement, the Stockholders Agreement may be amended with the written consent of the Apollo Representative and the Goodman Representative.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

1. AMENDMENTS TO STOCKHOLDERS AGREEMENT

(a) Section 2(a) . Section 2(a) of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:

“ Election of Directors . From and after the date hereof, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, required to include on the Board of Directors of the Company (the “ Board ”) at all times throughout the term of this Agreement, for so long as the

Initial Apollo Stockholder, any Affiliate thereof and the Goodman Investors, collectively, hold at least 50% of the outstanding Common Stock of the Company:

As of the date hereof, the Goodman Director shall be John B. Goodman.

(b) Section 3(c)(i) . Section 3(c)(i) of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:

Limitations on Transfer . No Tra