1
Exhibit 3.1
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
FOR
FRANKLIN RECEIVABLES LLC,
a Delaware limited liability company
This Amendment No. 1 to the Amended and Restated Limited Liability
Company Agreement, effective as of September 1, 1998 (the "LLC Agreement"), of
Franklin Receivables LLC, a Delaware limited liability company (the "Company"),
is made as of and is effective this 17th 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 for federal income tax
purposes;
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 division of the Managing Member, or as a partnership, as
the case may be, for such tax purposes.
2
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
