Attached files

file filename
10-K - ANNUAL REPORT FOR THE YEAR ENDED 12-31-11 - Amincor, Inc.g4962a.txt
EX-21 - ORGANIZATIONAL CHART - Amincor, Inc.ex21.txt
EX-3.9 - CERT OF INCORP OF ENVIRONMENTAL HOLDING - Amincor, Inc.ex3-9.txt
EX-3.3 - CERT OF INCORP OF AMNICOR CONTRACT ADMIN - Amincor, Inc.ex3-3.txt
EX-3.5 - CERT OF INCORP OF BAKERS PRIDE - Amincor, Inc.ex3-5.txt
EX-3.6 - CERT OF INCORP OF MOUNT PLEASANT BAKERY - Amincor, Inc.ex3-6.txt
EX-3.8 - CERT OF AMENDMENT OF EPIC SPORTS - Amincor, Inc.ex3-8.txt
EX-3.7 - CERT OF INCORP OF JEFFERSON BAKERY - Amincor, Inc.ex3-7.txt
EX-3.4 - CERT OF INCORP OF AMINCOR OTHER ASSESTS - Amincor, Inc.ex3-4.txt
EX-3.12 - CERT OF INCORP OF IMPERIA MASONRY SUPPLY - Amincor, Inc.ex3-12.txt
EX-3.15 - CERT OF INCORP OF TYREE HOLDINGS - Amincor, Inc.ex3-15.txt
EX-14.1 - CODE OF ETHICS - Amincor, Inc.ex14-1.txt
EX-3.14 - ARTICLES OF FORMATION TULARE FROZEN FOOD - Amincor, Inc.ex3-14.txt
EX-3.13 - CERT OF INCORP OF TULARE HOLDING - Amincor, Inc.ex3-13.txt
EX-31.1 - CEO SECTION 302 CERTIFICATION - Amincor, Inc.ex31-1.txt
EX-3.10 - CERT OF INCORP OF ENVIRONMENTAL QUALITY - Amincor, Inc.ex3-10.txt
EX-3.16 - CERT OF INCORP OF TYREE ENVIRONMENTAL - Amincor, Inc.ex3-16.txt
EX-32.1 - CEO SECTION 906 CERTIFICATION - Amincor, Inc.ex32-1.txt
EX-31.2 - CFO SECTION 302 CERTIFICATION - Amincor, Inc.ex31-2.txt
EX-3.11 - CERT OF INCORP OF MASONRY SUPPLY HOLDING - Amincor, Inc.ex3-11.txt
EX-32.2 - CFO SECTION 906 CERTIFICATION - Amincor, Inc.ex32-2.txt
EX-3.18 - CERT OF INCORP OF TYREE SERVICE - Amincor, Inc.ex3-18.txt
EX-10.20 - TRANSITION SERVICES AGREEMENT - Amincor, Inc.ex10-20.txt
EX-10.19 - LICENSE AGREEMENT - Amincor, Inc.ex10-19.txt
EX-10.21 - AMENDMENT TO TRANSITION SERVICS AGREEMENT - Amincor, Inc.ex10-21.txt
EX-10.18 - LOAN AND SECURITY AGREEMENT - Amincor, Inc.ex10-18.txt

                                                                    Exhibit 3.17

      State of Delaware
     Secretary of State
  Division or Corporations
Delivered 02:28 PM 01/07/2008
  FILED 02:14 PM 01/07/2008
SRV 080016577 - 4485349 FILE

                          CERTIFICATE OF INCORPORATION
                                       OF
                              TYREE EQUIPMENT CORP.

                     (Pursuant to Section 101 and 102 of the
                General Corporation Law of the State of Delaware)

     The undersigned, in order to form a corporation pursuant to Sections 101
and 102 of the General Corporation Law of the State of Delaware, does hereby
certify as follows:

     FIRST: The name of the corporation (the "Corporation") is Tyree Equipment
Corp.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle. The name of the registered agent of the Corporation in the
State of Delaware at such address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of common stock, $.001 par value per
share.

     FIFTH: The name and mailing address of the sole incorporator are as
follows:

           Name                               Address
           ----                               -------
    Mustafa N. Haque, Esq.           c/o Katten Muchin Rosenman LLP
                                     575 Madison Avenue New
                                     York, New York 10022

     SIXTH: The Board of Directors of the Corporation shall have the power to
adopt, amend and repeal the by-laws of the Corporation.

     SEVENTH: Election of directors need not be by written ballot.

     EIGHTH: The Corporation shall, to the fullest extent legally permissible
under the provisions of the General Corporation Law of State of Delaware, as the
same may be amended and supplemented, indemnify and hold harmless any and all
persons whom it shall power to indemnify under said provisions from and against
all liabilities (including expenses) imposed upon or reasonably incurred by him
or her in connection with any action, suit or other proceeding in which he or
she may be involved or with which he or she may be threatened, or other matters
referred to in or covered by said provisions both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the Corporation. Such indemnification provided shall not be deemed

exclusive of any other rights to which those indemnified may be entitled under any By-law, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice. NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. TENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing in this Article TENTH shall eliminate or limit the liability of any director (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Neither the amendment nor repeal of this Article TENTH, nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article TENTH, shall eliminate or reduce the effect of this Article TENTH in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article TENTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. IN WITNESS WHEREOF, I have hereunto signed my name and affirm, under the penalties of perjury, that this Certificate is my act and deed and that the facts stated herein are true this 7th day of January 2008. /s/ Mustafa N. Hague --------------------------------------- Mustafa N. Haque Sole Incorporator 2