UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 728, 2010

GOODMAN GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-166796	26-1778564
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5151 San Felipe, Suite 500, Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 861-2500

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

~~Goodman~~Senior ~~Global~~Secured ~~Group,~~Credit ~~Inc.~~Facilities ~~(the “Company”) is providing the following guidance for the rest of 2010 and the full year 2011:~~

a)Overview for the three months ended September 30, 2010, net sales are expected to range between $525 million to $535 million, as compared to $530 million for the corresponding period in 2009, and operating profit is expected to range between $84 million and $89 million, as compared to $99 million for the corresponding period in 2009,

bOn October 28, 2010, Chill Intermediate Holdings, Inc., a wholly-owned direct subsidiary of Goodman Global Group, Inc. (the “Company”), ~~for~~and Goodman Global, Inc., a wholly-owned indirect subsidiary of the ~~nine~~Company, ~~months~~entered ~~ended~~into ~~September~~a (1) 30first lien credit agreement (the “first lien credit agreement”) with J.P. Morgan Securities LLC, ~~2010~~Barclays Capital, the ~~net~~investment ~~sales~~banking ~~are~~division ~~expected~~of toBarclays beBank inPLC, ~~the~~Deutsche ~~range~~Bank Securities, Inc., General Electric Capital Corporation, Royal Bank of $1Canada Capital Markets and Wells Fargo Securities,~~535~~ ~~million~~as tojoint bookrunners, J.P. Morgan Securities LLC and $1Barclays Capital,~~545~~ ~~million~~the investment banking division of Barclays Bank PLC, as ~~compared~~joint tolead $1arrangers,~~409~~ ~~million~~and ~~for~~JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, issuing bank and swingline lender, and (2) a second lien credit agreement (the ~~corresponding~~“second ~~period~~lien incredit ~~2009~~agreement,” and ~~operating~~together ~~profit~~with isthe ~~expected~~first tolien ~~range~~credit ~~between~~agreement, ~~$259 million~~the “senior secured credit agreements”) with J.P. Morgan Securities LLC, Barclays Capital, the investment banking division of Barclays Bank PLC, Deutsche Bank Securities, Inc., General Electric Capital Corporation, Royal Bank of Canada Capital Markets and ~~$264~~Wells ~~million~~Fargo Securities, as ~~compared~~joint tobookrunners, ~~$224~~J.P. ~~million~~Morgan ~~for~~Securities LLC and Barclays Capital, the ~~corresponding~~investment ~~period~~banking indivision ~~2009~~of Barclays Bank PLC, as joint lead arrangers, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. We refer to these facilities as the “senior secured credit facilities.”

c)The ~~for~~senior ~~the~~secured ~~three~~credit ~~months~~facilities ~~ending~~provide ~~December 31,~~senior ~~2010,~~secured ~~net~~financing ~~sales~~in ~~are~~the ~~expected~~amount toof ~~range~~up ~~between $415 million~~ to $~~425 million, as compared to $418 million for the corresponding period in 2009~~2.025 ~~Operating profit is expected to range between $40 million and $45 million~~billion, asconsisting ~~compared~~of: ~~to $51 million for the corresponding period in 2009,~~

d)• ~~for~~a ~~the year ending December 31, 2010, net sales are expected to range between~~ $1,~~950~~500.0 million ~~and~~senior ~~$1,970~~secured ~~million, as~~first ~~compared~~lien toterm ~~$1,851~~credit ~~million for the corresponding period in 2009, and operating profit is expected to range between $300 million and $305 million, as compared to $276 million for the year ended December 31, 2009,~~ facility;

e)• ~~annual~~a ~~depreciation~~senior ~~and~~secured ~~amortization~~first ~~for~~lien ~~the~~revolving ~~year~~credit ~~ended~~facility ~~December 31,~~of ~~2010~~up ~~is expected~~ to ~~range between~~ $46250.0 million ~~and~~; ~~$48 million, as compared to $48 million for the year ended December 31, 2009,~~ and

f)• ~~at September 30,~~a ~~2010,~~$275.0 ~~cash~~million ~~and~~senior ~~cash~~secured ~~equivalents~~second ~~are~~lien ~~expected~~term tocredit ~~range between $200 million and $210 million,~~ facility.

gGoodman Global, Inc. (the “Borrower”) ~~for~~is ~~2011,~~the ~~net~~borrower ~~sales~~under ~~are~~the ~~expected~~senior tosecured ~~range~~credit ~~between~~facilities. The revolving credit facility includes borrowing capacity of up to $~~2,030~~30.0 million for short-term borrowings referred to as swingline loans and up to $~~2,130~~50.0 million, ~~and~~for letters of credit.

h)On ~~for~~October 28, ~~2011~~2010, ~~operating~~the ~~profit~~Borrower isborrowed ~~expected~~an toaggregate ~~range~~of ~~between~~$1,545,500,000 under the first lien credit agreement (consisting of a $~~315~~1,500,000,000 ~~million~~term loan and $~~335~~45,500,000 ~~million~~in borrowings under the revolving credit facility) and $275,000,000 under the second lien credit agreement.

~~Net~~Interest ~~sales~~Rate for the three months ending September 30, 2010 are expected to be roughly flat compared with the corresponding period in 2009. The expected decline in third quarter 2010 operating profit is driven primarily by an estimated $18 million increase in commodity costs, which includes incremental costs borne by the Company related to proposed tariffs on imported copper tubing. These expenses are partially offset by an expected $8 million margin benefit from favorable sales volume and ~~product~~Fees mix and an expected $5 million decline in selling, general and administrative expenses. Additionally, the Company expects results to be unfavorably impacted by higher logistics cost, including increased fuel costs and trucking rates, and higher promotional expenses including extended service contracts promotions.

~~The~~Borrowings ~~expected~~under ~~increase~~the insenior ~~net~~secured ~~sales~~credit ~~for~~facilities ~~the~~bear ~~first~~interest ~~nine~~at ~~months~~a ofrate ~~2010~~equal isto ~~driven~~an ~~primarily~~applicable byrate ~~favorable~~plus, ~~industry~~at ~~conditions~~the Borrower’s ~~and~~option, ~~product mix.~~either ~~The~~(1) a ~~expected~~base ~~increase~~rate indetermined ~~operating~~by ~~profit~~reference ~~for~~to the ~~nine~~greatest ~~months~~of ~~ending September~~(a) ~~30,~~the ~~2010~~prime ~~and~~rate ~~the~~publicly ~~year~~announced ~~ending~~from ~~December 31~~time to time by JPMorgan Chase Bank, ~~2010~~N.A., as(b) the ~~compared~~federal tofunds ~~the~~rate ~~corresponding~~plus 1/2 ~~prior~~of ~~year~~1% ~~periods~~and is(c) (i) a ~~primarily~~reserve ~~due~~adjusted Eurodollar rate determined by reference to ~~improved~~the ~~industry~~higher ~~conditions, especially~~of ~~during~~(x) the London interbank rate for deposits in dollars for the ~~first~~applicable ~~half~~interest period of ~~2010~~one month and (y) 1.75%, ~~which~~in ~~led~~the tocase ~~higher~~of ~~sales~~the ~~volumes~~first aslien ~~compared~~credit tofacility, or 2.00%, in the ~~prior~~case ~~periods~~of the second lien credit facility, ~~partially~~plus ~~offset~~(ii) 1% or (2) a reserve adjusted Eurodollar rate determined by reference to the ~~above~~higher ~~mentioned~~of ~~commodity~~(a) the ~~cost~~London ~~increases,~~interbank ~~including~~rate ~~incremental~~for ~~costs~~deposits ~~borne~~in bydollars for the ~~Company~~applicable ~~related~~interest toperiod ~~proposed~~and (b) 1.75%, ~~tariffs~~in onthe ~~imported~~case ~~copper~~of ~~tubing~~the ~~and~~first ~~expenses~~lien ~~associated~~credit ~~with~~facility, ~~various~~or ~~promotional~~2.00%, ~~activities~~in ~~during~~the case of the ~~period~~second lien credit facility.

Net sales in the fourth quarter of 2010 are expected to be roughly flat as compared to corresponding period in 2009. The expected decline in fourth quarter 2010 operating profit is driven primarily by an estimated increase in commodity costs of approximately $9 million, including

incremental costs borne by the Company related to proposed tariffs on imported copper tubing. Also contributing to the decline is an expected reduction in factory utilization and efficiencies, which are estimated to have an $8 million adverse impact, along with unfavorable logistics costs including increased fuel costs and trucking rates. These expenses are partially offset by an expected $6 million margin benefit from favorable sales volume and product mix and an expected $7 million decline in selling, general and administrative expenses. Additionally, the Company expects results to be unfavorably impacted by reduced supplier rebates on purchased components and an increase in other input costs.

The Company believes that expected increased net sales for 2011 will be driven by modest industry shipment growth and market share gain.

The Company expects operating profit for 2011 to be favorably impacted by higher sales volume offset by unfavorable product mix due to the expiration of the Federal tax credits on higher efficiency equipment. Additionally, the Company forecasts for 2011 an unfavorable impact from higher effective commodity costs, including metals and fuel costs, which the Company expects to partially offset with cost-reducing product designs and factory efficiencies. The Company also expects in 2011 to favorably leverage selling, general and administrative expenses while continuing to invest in expanding the company-operated distribution network.

The Company has not yet completed preparation of its financial statements for the three and nine months ended September 30, 2010. Accordingly, the statements in this Report relating to our financial performance or condition as of September 30, 2010 or for any period ending with or including the three and nine months ended September 30, 2010 necessarily reflect the Company’s current estimates, which are based on currently available information and are subject to change.

The Company estimates that from 2003 through the twelve months ended June 30, 2010 it gained approximately seven market share points in the U.S. residential and light commercial HVAC industry (consisting of gas furnaces, package terminal units and compressor bearing units 5.4 tons in capacity and smaller).

The Company is furnishing the information under this Item 7.01 in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Cautionary note on forward-looking statements

This Current Report on Form 8-K contains forward-looking statements. In particular, statements about the Company’s expectations, beliefs, plans, objectives, assumptions or future events or performance, or the components of financial performance or underlying factors or other statements that are not historical statements that are contained in this Current Report on Form 8-K are forward-looking statements. The words “believe,” “expect,” “forecast,” “anticipate,” “intend,” “estimate” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. The Company has based these forward-looking statements on its current expectations about future events. While the Company believes these expectations are reasonable, these forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond the Company’s control. The Company’s actual results may differ materially from those suggested by these forward-looking statements for various reasons, including those discussed in this

The applicable rate ~~Current~~for ~~Report~~borrowings onis, ~~Form~~under ~~8-K~~the first lien term credit facility, 3.00% with respect to base rate loans and ~~the~~4.00% ~~Company’s~~with ~~Report~~respect onto ~~Form~~Eurodollar ~~10-Q~~rate ~~for~~loans, and, under the ~~quarterly~~second ~~period~~lien ~~ended~~term ~~June 30~~credit facility, ~~2010~~6.00% with respect to base rate loans and 7.00% with respect to Eurodollar rate loans. The applicable rate for borrowings is, under the ~~headings~~revolving ~~“Management’s~~credit ~~Discussion~~facility, ~~and~~3.00% ~~Analysis~~with ~~of Financial~~respect ~~Condition~~to base rate loans and ~~Results~~4.00% with respect to Eurodollar rate loans if the ratio of ~~Operations”~~consolidated ~~and~~total ~~“Risk~~debt ~~Factors~~to consolidated EBITDA is less than 3.”00:1.00, ~~Given~~which ~~these~~is ~~risks~~increased to 3.25% and ~~uncertainties~~4.25%, ~~you~~respectively, ~~are~~if ~~cautioned~~such ~~not~~debt to ~~place~~EBITDA ~~undue~~ratio ~~reliance~~is ongreater ~~these~~than ~~forward-looking~~or ~~statements~~equal to 3.00:1.00 ~~Some~~but ofless ~~the~~than ~~key~~4.00:1.00 ~~factors~~and ~~that~~which ~~could~~is ~~cause~~increased ~~actual~~to 3.50% and 4.50%, respectively, if ~~results~~such debt to ~~differ~~EBITDA ~~from~~ratio ~~the~~is ~~Company’s~~greater ~~expectations~~than ~~are~~or equal to 4.00:1.00.

•In ~~adverse~~addition ~~conditions~~to ~~affecting~~paying interest on outstanding principal under the Uterm credit facilities, the Borrower is required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder.S The commitment fee rate is 0.375% per ~~economy;~~annum if the ratio of consolidated total debt to consolidated EBITDA is less than 3.00:1.00 and is increased to 0.5% if such ratio is greater than or equal to 3.00:1.00. The Borrower must also pay customary letter of credit fees.

•Prepayments volatility and disruption of the capital and credit markets and adverse changes in the U.S. and global economy, which may negatively impact the Company’s and its customers’ ability to access financing;

•The ~~changes~~senior insecured ~~weather~~credit ~~patterns~~agreements ~~and~~require ~~seasonal~~the ~~fluctuations;~~Borrower to offer to prepay outstanding term loans, subject to certain exceptions, as follows:

• a100% ~~failure~~of by the ~~Company~~net toproceeds ~~improve~~from ~~its~~non-ordinary ~~existing~~course ~~products,~~asset ~~develop~~sales ~~new~~by ~~products~~the orBorrower ~~keep~~and ~~pace~~its restricted subsidiaries (with ~~its~~a ~~competitors’~~100% ~~product~~reinvestment ~~development~~exception);

• ~~increased~~100% ~~competition~~of the net proceeds from issuances of debt by the Borrower and its restricted subsidiaries, asother ~~well~~than asproceeds ~~consolidation~~from ~~among~~debt ~~independent~~permitted ~~distributors~~under the senior secured credit agreements;

• ~~significant~~100% ~~fluctuations~~of in the ~~cost~~net ofproceeds ~~raw~~from ~~materials~~permitted ~~and~~sale ~~components~~leasebacks ~~and~~consummated aby ~~decline~~the inBorrower ~~the~~or ~~Company’s~~its ~~relationships~~restricted subsidiaries (with ~~key~~a ~~suppliers~~100% reinvestment exception);

• a100% ~~significant impairment~~ of the ~~value~~net proceeds from insurance recovery and condemnation events of the ~~Company’s~~Borrower ~~intangible~~and ~~assets~~its orrestricted ~~long-lived~~subsidiaries ~~assets~~(with a 100% reinvestment exception); and

• a50% ~~decline~~(which inpercentage shall be reduced to 25% or no payment subject to the ~~Company~~Borrower’s ~~relations~~attaining ~~with~~certain ~~its~~leverage ~~key~~tests) ~~distributors;~~of the Borrower’s annual excess cash flow.

•In ~~design~~the orcase ~~manufacturing~~of ~~defects~~the infirst ~~the~~lien ~~Company’s~~term ~~products~~credit facility, ~~which~~the ~~may~~foregoing ~~result~~mandatory prepayments inare ~~material~~applied ~~liabilities~~pro ~~associated~~rata ~~with~~to ~~product~~the ~~recalls~~remaining oramortization ~~reworks;~~payments under the first lien credit agreement.

• the incurrence of material costs as a result of product liability or warranty claims;

• higher than expected tax rates or exposure to additional income tax liabilities;

• the costs of complying with, or addressing liabilities under, laws relating to the protection of the environment and worker health and safety;

• labor disputes with the Company’s employees;

• the loss of members of the Company’s management team;

• natural or man-made disruptions to the Company’s distribution and manufacturing facilities;

• the Company’s inability to access funds generated by its subsidiaries, making it unable to meet its financial obligations;

• the Company’s failure to adequately protect its intellectual property rights or claims that it is in violation of the intellectual property rights of third parties;

• the requirements of being a public company, which may strain the Company’s resources and distract management;

•The first lien credit agreement does not require the ~~Company’s~~Borrower ~~substantial~~to ~~indebtedness,~~prepay ~~which~~outstanding ~~may~~loans ~~adversely~~under ~~affect~~the ~~its~~revolving ~~financial~~credit ~~condition~~facilities, ~~its~~except ~~ability~~on toany ~~operate~~date ~~its~~on ~~business~~which the sum of all outstanding revolving credit loans, ~~react~~all tooutstanding ~~changes~~swingline inloans and the ~~economy~~total orlenders’ letter ~~its~~of ~~industry~~credit ~~and~~exposure ~~pay~~exceeds ~~its~~the ~~debts~~total ~~and~~revolving ~~could~~credit ~~divert~~commitments ~~its~~under ~~cash~~the ~~flow~~first ~~from~~lien ~~operations~~credit ~~for~~agreement, ~~debt~~100% ~~payments;~~of such excess amount.

•The Borrower may voluntarily repay outstanding loans under the senior secured credit facilities at any time. The Borrower may voluntarily repay outstanding loans under the first lien term credit facility without premium or penalty, provided that before October 28, 2011 any amendment of the first lien credit agreement or voluntary prepayment of all or any portion of the loans under the first lien term credit facility with the proceeds of a substantially concurrent incurrence of new bank loans the effect of which, in either case, is primarily to decrease the interest rate on such loans, shall be accompanied by a fee equal to 1.0% of the ~~Company~~aggregate principal amount of such loans outstanding if such amendment or ~~its~~prepayment ~~subsidiaries~~is not otherwise undertaken in connection with another material transaction or series of ~~substantially~~related ~~more~~material ~~debt~~transactions. The Borrower may voluntarily repay outstanding loans under the revolving credit facility without premium or penalty. The Borrower may voluntarily repay outstanding loans under the second lien term credit facility without premium or penalty, ~~which~~provided ~~could~~that ~~further~~all ~~exacerbate~~voluntary prepayments of such loans (1) prior to October 28, 2011 are accompanied by a prepayment fee equal to 3.0% of the ~~risks~~principal ~~associated~~amount prepaid, (2) on or after October 28, 2011 and prior to October 28, 2012 are accompanied by a prepayment fee equal to 2.0% of the principal amount prepaid and (3) on or after October 28, 2012 and prior to October 28, 2013 are accompanied by a prepayment fee equal to 1.0% of the principal amount prepaid. All prepayments of term and revolving loans shall be subject to certain customary “breakage” costs with ~~its~~respect ~~substantial~~to ~~leverage;~~Eurodollar rate loans. In addition, the Borrower may elect to permanently terminate or reduce all or a portion of the revolving credit commitments and the letter of credit sub-limit under the revolving credit facility at any time without premium or penalty.

•Amortization ~~the Company’s need to generate cash to service its indebtedness;~~

•The ~~restrictions~~Borrower is required to repay installments on the term loans under the first lien credit agreement in quarterly principal amounts of $3.75 million, with the ~~Company’s~~balance ~~debt~~payable ~~agreements~~on ~~that~~October 28, ~~limit~~2016. ~~its~~There ~~flexibility~~is no amortization under the second lien credit facility or the revolving credit facility. The entire principal amount of term loans outstanding under the second lien credit facility are due and payable in ~~operating~~full ~~its~~at ~~business;~~maturity on October 28, 2017 and revolving credit loans outstanding (if any) under the revolving credit facility are due and payable in full at maturity on October 28, 2015, on which day the revolving credit commitments thereunder will terminate. The entire principal amounts (if any) of swingline loans outstanding under the revolving credit facility are due and payable in full at the earlier of (1) the fifteenth day after such swingline loan is made and (2) October 28, 2015, on which day the swingline commitments thereunder will terminate.

•Guarantee ~~the interests of the Company’s controlling stockholder~~ and ofsecurity ~~holders of its outstanding debt; and~~

•All ~~other~~obligations ~~factors~~under ~~detailed~~the ~~from~~senior ~~time~~secured tocredit ~~time~~facilities inare ~~the~~unconditionally ~~Company’s~~guaranteed ~~filings~~by ~~with~~Chill ~~the~~Intermediate ~~Securities~~Holdings, Inc., and ~~Exchange~~each ~~Commission~~of its direct and indirect U.S. material restricted subsidiaries (other than AsureCare Corp.), which we refer to, collectively, as “Guarantors.”

The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof. The Company does not undertake and specifically declines any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or developments, changed circumstances or otherwise.

All obligations under the senior secured credit agreements, and the guarantees of those obligations, are secured by, subject to certain exceptions:

•

a first-priority pledge, in the case of the first lien credit agreement, and a second-priority pledge, in the case of the second lien credit agreement, of 100% of the capital stock of the Borrower and each of its direct restricted subsidiaries and of each subsidiary Guarantor (but not more than 65% of the capital stock of any material first-tier non-U.S. subsidiary); and

•

a first-priority security interest in and mortgages on, in the case of the first lien credit agreement, and a second-priority security interest in and mortgages on, in the case of the second lien credit agreement, substantially all of the Borrower’s and the Guarantors’ tangible and intangible assets.

Covenants and events of default

The senior secured credit agreements include financial covenants requiring the Borrower to maintain a maximum total leverage ratio and minimum interest coverage ratio. In addition, the senior secured credit agreements also contain other customary affirmative and negative covenants and events of default.

Item 1.02

Termination of a Material Definitive Agreement.

1. Senior Secured Credit Facilities

On October 28, 2010, the Company repaid and terminated the senior secured credit facilities obtained pursuant to the (a) $800,000,000 Credit Agreement, dated as of February 13, 2008, among Chill Intermediate Holdings, Inc., Chill Acquisition Inc., which merged with and into Goodman Global, Inc., and Barclays Capital, the investment banking division of Barclays Bank PLC, and Calyon New York Branch, as joint lead arrangers, and Barclays Capital, the investment banking division of Barclays Bank PLC, Calyon New York Branch and General Electric Capital Corporation, as joint bookrunners, and General Electric Capital Corporation, as administrative agent and collateral agent, as amended by the First Amendment to Term Loan Credit Agreement thereto, and (b) Revolving Credit Agreement, dated as of February 13, 2008, among Chill Intermediate Holdings, Inc., Chill Acquisition Inc., which merged with and into Goodman Global, Inc., and Barclays Capital, the investment banking division of Barclays Bank PLC and General Electric Capital Corporation, as joint lead arrangers, Barclays Capital, the investment banking division of Barclays Bank PLC, Calyon New York Branch and General Electric Capital Corporation, as joint bookrunners, and General Electric Capital Corporation, as administrative agent, collateral agent, swingline lender and letter of credit issuer.

2. Indentures

On October 28, 2010, Goodman Global, Inc. called for redemption all of its outstanding 13.50%/14.00% Senior Subordinated Notes due 2016 and satisfied and discharged its obligations under the related indenture, dated as of February 13, 2008, by and between Chill Acquisition, Inc., which merged with and into Goodman Global, Inc., and Wells Fargo Bank, National Association, as trustee.

Also on October 28, 2010, the Company called for redemption all of its outstanding 11.500% Senior Discount Notes due 2014 and satisfied and discharged its obligations under the related indenture dated as of December 16, 2009, by and between Goodman Global Group, Inc. and Wells Fargo Bank, National Association, as trustee.

Section 2 — Financial Information

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 7, 2010

GOODMAN GLOBAL GROUP, INC.

Date: November 3, 2010

GOODMAN GLOBAL GROUP, INC.

/S/ LAWRENCE M. BLACKBURN

~~/S/ LAWRENCE M. BLACKBURN~~

Lawrence M. Blackburn

Lawrence M. Blackburn Executive Vice President and Chief Financial Officer

Executive Vice President and Chief Financial Officer

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