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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 3.21
CERTIFICATE OF FORMATION
OF
GOODMAN II HOLDINGS COMPANY, L.L.C.
This Certificate of Formation of Goodman II Holdings Company, L.L.C. (the “LLC”), dated as of April 23, 2001, has been duly executed and is being filed by Goodman Distributing Company, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6Del.C. § 18-101,etseq.).
FIRST. The name of the limited liability company formed hereby is Goodman II Holdings Company, L.L.C.
SECOND. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.
| GOODMAN DISTRIBUTING COMPANY, | ||
| Authorized Person | ||
| By: | /s/ Ben D. Campbell | |
| Name: | Ben D. Campbell | |
| Title: | Executive Vice President, Secretary and General Counsel | |
| Authorized Person | ||