Exhibit 1.2
GOODMAN GLOBAL,
INC.
,
2006
Merrill Lynch, Pierce,
Fenner & Smith
Incorporated
Merrill Lynch
World Headquarters
World Financial
Center, South Tower
225 Liberty
Street, 6th Floor
New York, New
York 10080
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Re:
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Goodman Global, Inc. Reserved
Share Program
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Ladies and
Gentlemen:
Reference is made
to the Underwriting Agreement dated
,
2006 (the “Underwriting Agreement”) among Goodman
Global, Inc. (the “Company”), the selling sharholders
and the Underwriters listed in Schedule I to the Underwriting
Agreement. All capitalized terms used but not otherwise defined
herein shall have the meanings given them in the Underwriting
Agreement.
As part of the
offerings contemplated by the Underwriting Agreement, Merrill
Lynch, Pierce, Fenner & Smith Incorporated (“Merrill
Lynch”) has agreed to reserve out of the shares of Common
Stock, par value $0.01 per share (“Shares”), set forth
opposite its name on Schedule I to the Underwriting Agreement, up
to
Shares for sale to persons designated by the Company
(“Invitees”), as set forth in the Prospectus under the
heading “Underwriting” (the “Reserved Share
Program”). The Shares to be sold by Merrill Lynch pursuant to
the Reserved Share Program (the “Reserved Shares”) will
be sold by Merrill Lynch pursuant to the Underwriting Agreement at
the public offering price. Any Reserved Shares not orally confirmed
for purchase by such Invitees by the end of the first business day
after the date of the Underwriting Agreement will be offered
directly to the public by Merrill Lynch as set forth in the
Prospectus.
In order to induce
Merrill Lynch to conduct the Reserved Share Program, and in
addition to and without limiting the representations, warranties,
covenants and agreements of the Company contained in the
Underwriting Agreement, the Company hereby agrees with Merrill
Lynch as follows:
1. The Company
represents and warrants to Merrill Lynch that (i) the
Registration Statement, the Prospectus and any preliminary
prospectus comply, and any further amendments or supplements
thereto will comply, in all material respects with any applicable
laws or regulations of foreign jurisdictions in which the
Registration
Statement, Prospectus or
any
