EXHIBIT 3.2
AMENDMENT NO. 1
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXX FARGO STUDENT LOAN RECEIVABLES, LLC
This Amendment No. 1 to that certain Limited Liability Company
Agreement (the "LLC Agreement") of XXXXX FARGO STUDENT LOANS RECEIVABLES, LLC
(the "Company") dated as of August 31, 2001, is made as of November 6, 2001.
WHEREAS Section 16.1 of the LLC Agreement provides that the Board of
Directors (the "Board") may amend the LLC Agreement without the consent of the
Members to change the name of the Company; and
WHEREAS, by written action unanimously adopted by the Board as of
November 5, 2001, the Board approved an amendment to the LLC Agreement to
change the name of the Company as set forth herein and further authorized any
officer of the Company to execute and, if required, file any and all
amendments to the LLC Agreement and the Company's Certificate of Formation
filed with the Secretary of State for the State of Delaware.
NOW, THEREFORE, in accordance with the provisions to Section 16.1 of
the LLC Agreement:
1. Section 2.2 of Article II of such LLC Agreement is hereby amended
and restated in its entirety effective as of November 6, 2001 to read as
follows:
"Section 2.2 Name. The name of the Company formed and
continued hereby is XXXXX FARGO STUDENT LOAN RECEIVABLES I, LLC."
2. The Certificate of Formation of the Company shall be amended as
set forth in Exhibit A attached hereto, which amendment shall be filed with
the Secretary of State for the State of Delaware, to reflect the name change
provided for herein.
IN WITNESS WHEREOF, this Amendment No. 1 is executed by a duly
authorized officer of this Company as of the date given above.
XXXXX FARGO STUDENT LOAN RECEIVABLES, LLC
By:/s/ Xxx Xxxxxx
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Its President and Chief Executive Officer
EXHIBIT A
Certificate of Amendment to
Certificate of Formation
of
XXXXX FARGO STUDENT LOAN RECEIVABLES, LLC
It is hereby certified that:
1. The name of the limited liability company (hereinafter called the
"limited liability company") is Xxxxx Fargo Student Loan Receivables, LLC.
2. The certificate of formation of the limited liability company is
hereby amended by striking out Article 1 thereof in its entirety and by
substituting in lieu of said Article the following new Article:
"1. The name of the limited liability company (hereinafter
called the "limited liability company") is `Xxxxx Fargo Student Loans
Receivables I, LLC'."
3. The effective time of the amendment herein certified shall be the
time of filing of this Certificate of Amendment with the office of the
Delaware Secretary of State.
IN WITNESS WHEREOF, the undersigned, an authorized person, has duly
executed this Certificate of Amendment to Certificate of Formation as of the
6th day of November, 2001.
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
An Authorized Person
