<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF FORMATION
OF
GREATAMERICA LEASING RECEIVABLES I, L.L.C.
TO THE SECRETARY OF STATE OF THE STATE OF DELAWARE:
This Certificate of Formation of GreatAmerica Leasing Receivables I,
L.L.C. (the "Company"), is being executed by the undersigned for the purpose of
forming a limited liability company pursuant to the Delaware Limited Liability
Company Act.
1. NAME. The name of the limited liability company is "GreatAmerica
Leasing Receivables I, L.L.C."
2. INITIAL REGISTERED OFFICE AND AGENT. The address of the registered
office of the Company in the State of Delaware is 30 Old Rudnick Lane, Suite
100, Dover, Delaware 19901, County of Kent. The name of the Company's registered
agent at such address in the State of Delaware is Lexis Document Services Inc.
3. PERIOD OF DURATION. The Company's existence shall commence upon the
acceptance of this Certificate by the Secretary of State of Delaware for filing
in accordance with the Delaware Limited Liability Company Act and shall
continue, unless dissolved sooner in accordance with the terms of the Act or the
operating agreement for a period of fifteen (15) years.
IN WITNESS WHEREOF, the undersigned, an authorized person of the
Company, has caused this Certificate of Formation to be duly executed as of the
22nd day of March, 2000.
By: /s/ Walter L. Draney
----------------------------
WALTER L. DRANEY, Organizer
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF FORMATION
OF
GREATAMERICA LEASING RECEIVABLES I, L.L.C.
Pursuant to Section 18-202 of the Delaware Limited Liability Company
Act, GreatAmerica Leasing Receivables I, L.L.C., a limited liability company
organized and existing under and by virtue of the provisions of the Delaware
Limited Liability Company Act (hereinafter referred to as the "Company"), does
hereby certify:
1. That the original Certificate of Formation of the Company was
filed in the Office of the Secretary of State of Delaware on March 22, 2000.
2. That the following amendment of SECTION 1 of the Certificate
of Formation of the Company is hereby adopted:
1. The name of the limited liability company is
GreatAmerica Leasing Receivables 2000-1, L.L.C.
2. That said amendment to the Certificate of
Formation shall become effective upon filing of this
Certificate of Amendment in the Office of the Secretary of
State of the State of Delaware.
IN WITNESS WHEREOF, GREATAMERICA LEASING RECEIVABLES I, L.L.C. has
caused this Certificate of Amendment to be executed by its members as of the
12th day of April, 2000.
/s/ Walter L. Draney
----------------------------
Walter L. Draney, Organizer
