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- S-4/A Registration of securities issued in business combination transactions
- 3.1 Certificate of Amendment of Certificate of Incorporation of Chill Holdings, Inc.
- 3.2 Certificate of Incorporation of Chill Holdings, Inc.
- 3.3 By-laws of Chill Holdings, Inc.
- 3.4 Certificate of Incorporation of Chill Acquisition, Inc.
- 3.5 By-laws of Chill Acquisition, Inc.
- 3.6 Amended and Restated Certificate of Incorporation of Goodman Global, Inc.
- 3.7 Amended and Restated Bylaws of Goodman Global, Inc.
- 3.8 Certificate of Incorporation of Frio, Inc.
- 3.9 Certificate of Amendment of Certificate of Incorporation of Frio, Inc.
- 3.10 Bylaws of Frio, Inc.
- 3.11 Certificate of Incorporation of Quietflex Holding Company
- 3.12 Bylaws of Quietflex Holding Company
- 3.13 Certificate of Formation of Goodman Manufacturing I LLC
- 3.14 L.L.C. Agreement of Goodman Manufacturing I LLC
- 3.15 Certificate of Formation of Goodman Manufacturing II LLC
- 3.16 L.L.C. Agreement of Goodman Manufacturing II LLC
- 3.17 Certificate of Formation of Goodman Holding Company, L.L.C.
- 3.18 Amended and Restated L.L.C. Agreement of Goodman Holding Company, L.L.C.
- 3.19 Certificate of Formation of Goodman Canada, L.L.C.
- 3.20 Amended and Restated L.L.C. Agreement of Goodman Canada, L.L.C.
- 3.21 Certificate of Formation of Goodman II Holdings Company, L.L.C.
- 3.22 Amended and Restated L.L.C. Agreement of Goodman II Holdings Company, L.L.C.
- 3.23 Certificate of L.P. of Rai Merger L.P.
- 3.24 Certificate of Amendment of Certificate of L.P. of Rai Merger L.P.
- 3.25 Certificate of Amendment of Certificate of L.P. of the Amana Company, L.P.
- 3.26 Certificate of Amendment of Certificate of L.P. of Amana Company, L.P.
- 3.27 Agreement of L.P. of Rai Merger L.P.
- 3.28 Amended and Restated Articles of Incorporation of Pioneer Metals, Inc.
- 3.29 Articles of Amndmnt to Articles of Inc. of Goodman Global Distribution S.e., Inc
- 3.30 Amended and Restated Bylaws of Goodman Distribution S.e., Inc.
- 3.31 Articles of Incorporation of Amana Holding Company
- 3.32 Bylaws of Goodman Appliance Holding Company
- 3.33 Articles of Incorporation of Goodman Distribution Corp.
- 3.34 Articles of Amendment of Articles of Incorporation of Goodman Distribution Corp.
- 3.35 Articles of Amendment to the Articles of Inc. of American Distribution, Inc.
- 3.36 Articles of Amendment to the Articles of Inc. of American Distributors, Inc.
- 3.37 Bylaws of American Distributors, Inc.
- 3.38 Articles of Incorporation of Goodman Holding Company
- 3.39 Bylaws of Goodman Holding Company
- 3.40 Articles of Incorporation of GMC Sales Corp.
- 3.41 Articles of Amendment to the Articles of Incorporation of GMC Sales Corp.
- 3.42 Bylaws of GMC Sales Corp.
- 3.43 Cerificate of L.P. of Goodman Manufacturing Company, L.P.
- 3.44 Amended and Restated Agreement of L.P. of Goodman Manufacturing Company, L.P.
- 3.45 Certificate of L.P. of Quietflex Manufacturing Company, L.P.
- 3.46 Agreement of L.P. of Quietflex Manufacturing Company, L.P.
- 3.47 First Amendment to Agreement of L.P. of Quietflex Manufacturing Company, L.P.
- 3.48 Certificate of L.P. of Nitek Acquisition Company, L.P.
- 3.49 Agreement of L.P. of Nitek Acquisition Company, L.P.
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 10.10 Chill Holdings, Inc. 2008 Stock Incentive Plan
- 10.11 Chill Holdings, Inc. 2008 Annual Incentive Compensation Plan
- 10.24 Employment Agreement Between Goodman Global, Inc. and David L. Swift
- 10.25 Employment Agreement Between Chill Acquisitions, Inc. and Charles A. Carroll
- 23.2 Consent of Ernst & Young LLP
- 24.1 Power of Attorney of David L. Swift
- CORRESP Corresp
Exhibit 24.1
POWER OF ATTORNEY
David L. Swift, the person whose signature appears below, constitutes and appoints Charles A. Carroll, Lawrence M. Blackburn and Ben D. Campbell and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement filed on Form S-4 on April 15, 2008, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
GOODMAN GLOBAL, INC. GOODMAN GLOBAL HOLDINGS, INC. GOODMAN APPLIANCE HOLDING COMPANY GOODMAN HOLDING COMPANY GOODMAN DISTRIBUTION, INC. GOODMAN DISTRIBUTION SOUTHEAST, INC. GOODMAN SALES COMPANY QUIETFLEX HOLDING COMPANY
GOODMAN CANADA, L.L.C. BY ITS SOLE MEMBER, GOODMAN MANUFACTURING COMPANY, L.P. BY ITS GENERAL PARTNER, GOODMAN HOLDING COMPANY
GOODMAN MANUFACTURING I LLC GOODMAN MANUFACTURING II LLC GOODMAN II HOLDINGS COMPANY, L.L.C. BY ITS SOLE MEMBER, GOODMAN GLOBAL HOLDINGS, INC.
NITEK ACQUISITION COMPANY, L.P. GOODMAN MANUFACTURING COMPANY, L.P. GOODMAN COMPANY, L.P. BY ITS GENERAL PARTNER, GOODMAN HOLDING COMPANY
QUIETFLEX MANUFACTURING COMPANY, L.P. BY ITS GENERAL PARTNER, QUIETFLEX HOLDING COMPANY
GOODMAN HOLDING COMPANY, L.L.C. BY ITS SOLE MEMBER, GOODMAN MANUFACTURING II LLC BY ITS SOLE MEMBER, GOODMAN GLOBAL HOLDINGS, INC. | ||
By: | /s/ DAVID L. SWIFT | |
Name: DAVID L. SWIFT Title: President and Chief Executive Officer |