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Exhibit 3.1
AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
FOR
FRANKLIN RECEIVABLES LLC,
a Delaware limited liability company
This Amendment No. 2 to the Amended and Restated Limited Liability Company
Agreement of Franklin Receivables LLC, a Delaware limited liability company (the
"Company"), effective as of September 1, 1998 (the "LLC Agreement") and as
amended by Amendment No. 1 to the LLC Agreement effective as of May 17, 1999
("Amendment No. 1 to the LLC Agreement"), amends and restates Amendment No. 1 to
the LLC Agreement as of and is effective this 27th day of May, 1999 by Franklin
Capital Corporation, a Utah corporation ("FCC" or the "Managing Member"), as the
primary member and FCC Receivables Corp., a Delaware corporation ("Receivables
Corp." or the "Special Member"), as the second member.
WHEREAS, since the Company's formation, all of the beneficial interests of
the Company have been held solely by FCC;
WHEREAS, the parties intended that the Company be disregarded as an entity
separate from FCC for federal income tax purposes in accordance with Section
301.7701-3 of the Treasury Regulations;
WHEREAS, the LLC Agreement erroneously provided that the parties intended
that the Company be disregarded as an entity separate from Receivables Corp., as
the Special Member of the Company, for federal income tax purposes; and
WHEREAS, the parties wish to correct this error.
NOW, THEREFORE, the parties agree as follows:
1. Section 11.14 of the LLC Agreement is hereby amended and restated to
read as follows:
It is the intention of the parties hereto that, for federal income
tax purposes, the Company shall be disregarded as an entity apart
from the Managing Member, as long as the Managing Member is the
holder of all the beneficial interests in the Company for federal
income tax purposes, or treated as a partnership if the Managing
Member is not the holder of all the beneficial interests in the
Company for federal income tax purposes. The parties agree that,
unless otherwise required by appropriate tax authorities, the
Managing Member will file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the
characterization of the Company as a
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division of the Managing Member, or as a partnership, as the case
may be, for such tax purposes.
For so long as the Managing Member's Percentage Interest is 100%,
the Company shall be disregarded as an entity separate from the
Managing Member and all net income and loss of the Company for any
month as determined solely for federal income tax purposes (and each
item of income, gain, loss, credit and deduction entering into the
computation thereof) shall be allocated to the Managing Member and
treated in the same manner as if the Company were a division or
branch of the Managing Member.
2. In all other respects the LCC Agreement is confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed as of the date first written above.
FRANKLIN CAPITAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxx
_______________________________
Name: Xxxxxxxx X. Xxxx
Title: President
FCC RECEIVABLES CORP.
By: /s/ Xxxxxxxx X. Xxxx
_______________________________
Name: Xxxxxxxx X. Xxxx
Title: Executive Vice-President
