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- S-4 Registration of securities issued in business combination transactions
- 3.10 Birds Eye Foods, Inc Certificate of Incorporation, As Amended
- 3.11 Birds Eye Foods, Inc. Amended and Restated Bylaws
- 3.12 Avian Holdings LLC Certificate of Formation, As Amended
- 3.13 Avian Holdings LLC Limited Liability Company Agreement
- 3.14 Birds Eye Foods LLC Certificate of Formation, As Amended
- 3.15 Birds Eye Foods LLC Limited Liability Company Agreement
- 3.16 Bemsa Holding, Inc. Certificate of Incorporation, As Amended
- 3.17 Bemsa Holding, Inc. Amended and Restated Bylaws
- 3.18 GLK Holdings, Inc. Certificate of Incorporation
- 3.19 GLK Holdings, Inc. Bylaws
- 3.20 GLK, LLC Articles of Organization, As Amended
- 3.21 GLK, LLC Amended and Restated Operating Agreement, As Amended
- 3.22 Kennedy Endeavors, Incorporated Articles of Incorporation
- 3.23 Kennedy Endeavors, Incorporated Bylaws
- 3.24 Rochester Holdco LLC Certificate of Formation, As Amended
- 3.25 Rochester Holdco LLC Amended and Restated Limited Liability Company Agreement
- 3.26 Seasonal Employers, Inc. Certificate of Incorporation, As Amended
- 3.27 Seasonal Employers, Inc. Bylaws
- 4.2 Senior Notes Indenture
- 4.5 Form of Rule 144A Global Note, 8.25% Senior Notes Due 2017
- 4.6 Form of Regulation S Global Note, 8.25% Senior Notes Due 2017
- 4.10 Registration Rights Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 5.2 Opinion of Perkins Coie LLP
- 10.40 Fourth Amendment to the Credit Agreement
- 21.1 List of Subsidiaries
- 23.3 Consent of Pricewaterhousecoopers LLP
- 23.4 Consent of Deloitte & Touche LLP
- 24.1 Powers of Attorney
- 25.1 Form T-1 Statement of Eligibilty - 9 1/4% Senior Notes Due 2015
- 25.2 Form T-1 Statement of Eligibilty - 8 1/4% Senior Notes Due 2017
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
- 17 Aug 16 Registration of securities issued in business combination transactions
- 16 Dec 13 Registration of securities issued in business combination transactions
- 5 Oct 10 Registration of securities issued in business combination transactions
- 21 Dec 07 Registration of securities issued in business combination transactions
Exhibit 3.24
CERTIFICATE OF FORMATION
OF
ROCHESTER HOLDCO LLC
This Certificate of Formation of Rochester HoIdco LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6Del. C. § 18-101,et. seq.).
FIRST: The name of the limited liability company formed hereby is: Rochester HoIdco LLC.
SECOND: The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the City of Wilmington, County of New Castle.
THIRD: The name and address of the registered agent for service of process on the LLC in the State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the City of Wilmington, County of New Castle.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of this 29th day of June 2009.
By: | /s/ Laura-Jayne Urso | |
Laura-Jayne Urso Authorized Person |
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF AGENT
AMENDMENT OF LIMITED LIABILITY COMPANY
The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:
1. The name of the limited liability company is Rochester Holdco LLC
2. The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center, 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.
By: | /s/ Anthony LoBue | |
Authorized Person |
Name: | Anthony LoBue | |
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