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- S-4/A Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger and Plan of Reorganization As of January 27, 2005
- 2.2 Agreement and Plan of Merger and Plan of Reorganization As of January 27, 2005
- 3.1.1 Amended and Restated Certificate of Formation of Alliance Laundry Holdings LLC
- 3.1.2 Certificate of Amendment to the Amended and Restated Certificate of Formation
- 3.1.4 Certificate of Amendment to Certificate of Formation of Alliance Laundry Systems
- 3.1.5 Certificate of Merger of Alh Finance LLC, with and into Alliance Laundry Systems
- 3.1.6 Amended Certificate of Incorporation of Alliance Laundry Corporation
- 3.1.7 Certificate of Merger of Alh Finance Corporation With... Alliance Laundry Corp.
- 3.2.1 Second Amended and Restated Limited Liability Company Agreement
- 3.2.2 Second Amended and Restated Limited Liability Company Agreement
- 3.2.3 Amended and Restated By-laws of Alliance Laundry Corporation
- 4.1 Indenture, Dated As of January 27, 2005
- 4.3 Supplemental Indenture to the 2005 Indenture, Dated January 27, 2005
- 4.4 Registration Rights Agreement, Dated As of January 27, 2005
- 4.5 Joinder Agreement to the Registration Rights Agreement, As of January 27, 2005
- 4.6 Credit Agreement, Dated As of January 27, 2005
- 4.7 Guarantee and Collateral Agreement, Dated As of January 27, 2005
- 4.10 Supplemental Indenture to the 1998 Indenture, Dated January 20, 2005
- 10.1 Unit Purchase Agreement, Dated As of December 7, 2004
- 10.2 Amendment No. 1 to Unit Purchase Agreement, Dated As of January 27, 2005
- 10.20 Amended and Restated Employment Agreement, Dated As of January 27, 2005
- 10.24 Agreement, Dated As of February 23, 2004
- 10.25 Form of Executive Severance Protection and Restrictive Covenant Agreement
- 10.26 Form of Closing Bonus Letter Agreement of Alliance Laundry Holdings
- 10.27 Executive Retention Bonus Letter Agreement Dated January 27, 2005
- 10.28 Form of Executive Retention Bonus Letter Agreement of Alliance Laundry Systems
- 10.29 Alh Holding Inc. Stock Purchase and Rollover Investment Plan
- 10.30 Stockholders Agreement, Dated As of January 27, 2005
- 10.31 Registration Rights Agreement of Alh Holdings Inc., Dated As of January 27, 2005
- 10.32 Alh Holding Inc. Stock Incentive Plan, As Adopted on January 27, 2005
- 10.33 Form of Alh Holding Inc. Nonqualified Stock Option Agreement
- 10.34 Form of Management Subscription Agreement of Alh Holdinge Inc.
- 12.1 Statement Re Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of the Registrant
- 23.1 Consent of Pricewaterhousecoopers LLP
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Instruction to Registered Holder And/or Book Entry Transfer Participant
Exhibit 3.1.1
AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
RAYTHEON COMMERCIAL LAUNDRY LLC
* * * * * * * *
Adopted in accordance with the provision of
§18-208 (b) of the Limited Liability Company Act
of the State of Delaware
* * * * * * * *
The undersigned, being duly authorized to execute and file this Amended and Restated Certificate of Formation on behalf of Raytheon Commercial Laundry LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows:
FIRST: The Company filed its original Certificate of Formation on August 22,1997 under the name of Raytheon Commercial Laundry LLC.
SECOND: The original Certificate of Formation is amended and restated in its entirety as follows:
AMENDED AND RESTATED CERTIFICATE OF FORMATION
OF
ALLIANCE LAUNDRY HOLDINGS LLC
FIRST
The name of the limited liability company shall be Alliance Laundry Holdings LLC (the “Company”).
SECOND
The Company’s registered office in the State of Delaware is located at 9 Loockerman Street, Dover, Kent County, Delaware 19901. The registered agent of the Company for service of process at such address is National Registered Agents, Inc.
IN WITNESS WHEREOF, the undersigned, for the purpose of effectuating the Amended and Restated Certificate of Formation of the Company, pursuant to the
Limited Liability Company Act of the State of Delaware, under penalties of perjury that, to the best of the undersigned knowledge and belief, the facts stated herein are true and accordingly has hereunto signed this Amended and Restated Certificate of Formation this 5th day of May, 1998.
Raytheon Commercial Laundry LLC, a Delaware limited liability company | ||
By: | /s/ Bruce P. Rounds | |
Bruce P. Rounds | ||
Chief Financial Officer |