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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 3.47
Execution Copy
FIRST AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF QUIETFLEX MANUFACTURING COMPANY, L.P.
This First Amendment (this “Amendment”) to Agreement of Limited Partnership, dated May 17, 2001 (the “Partnership Agreement”) of Quietflex Manufacturing Company, L.P., a Texas limited partnership (the “Partnership”), dated as of December 21, 2004, is entered into by and between Quietflex Holding Company, a Delaware corporation, as the sole general partner of the Partnership (the “General Partner”), and Goodman Manufacturing Company, L.P., a Texas limited partnership, as the sole limited partner of the Partnership (the “Limited Partner,” and together with the General Partner, the “Partners”).
WHEREAS, the Partnership has heretofore been formed as a limited partnership under the Texas Revised Limited Partnership Act, Tex. Rev. Civ. Stat. Ann. Art 6132a-1, as amended from time to time (the “Act”), pursuant to the Partnership Agreement; and
WHEREAS, the General Partner and the Limited Partner desire to amend the Partnership Agreement and to continue the Partnership as set forth herein;
NOW, THEREFORE, each of the Partners hereby enters into this Amendment to provide as follows:
1. The following shall be added to the Partnership Agreement as paragraph 7.2:
“7.2Certification of Interests. The Partnership shall have the right to certificate each Partner’s Partnership Interest. The certificates for Partnership Interests shall be in such form as shall be approved by the General Partner. The General Partner shall sign the certificates. Certificates shall be consecutively numbered and shall be entered in the books of the Partnership as they are issued and shall exhibit the holder’s name and Partnership Interest.” |
2. Except as amended hereby, the Partnership Agreement is hereby confirmed and shall continue to be, and shall remain, in full force and effect in accordance with its terms as currently written. The General Partner and the Limited Partner hereby agree to continue the Partnership as a limited partnership pursuant to the provisions of the Act.
3. This Amendment shall be governed by, construed and enforced in accordance with, the substantive law of the State of Texas.
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IN WITNESS WHEREOF, the General Partner and the Limited Partner have caused this Amendment to be executed by their respective duly authorized officers effective on the date first set forth above.
GENERAL PARTNER | ||
QUIETFLEX HOLDING COMPANY | ||
By: | /s/ Ben D. Campbell | |
Ben D. Campbell | ||
Executive Vice President, Secretary and General Counsel | ||
LIMITED PARTNER | ||
GOODMAN MANUFACTURING COMPANY, L.P. | ||
By: | Goodman Holding Company, | |
a Texas corporation, its Sole General Partner | ||
By: | /s/ Ben D. Campbell | |
Ben D. Campbell | ||
Executive Vice President, Secretary and General Counsel |
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