Greatamerica Leasing Receivables 2002-1 LLC Watch

from S-1/A ~20 pages Form of Limited Liability Company Agreement

from S-1/A 1 page <page> Certificate of Amendment of the Certificate of Formation of Greatamerica Leasing Receivables 2001-1, L.L.C. Pursuant to Section 18-202 of the Delaware Limited Liability Company Act, Greatamerica Leasing Receivables 2001-1, 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 September 24, 2001. 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 2002-1, 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 2001-1, L.L.C. Has Caused This Certificate of Amendment to Be Executed by Its Member as of the 8th Day of January, 2002. Greatamerica Leasing Corporation By: /S/ Brett Steffen Name: Brett Steffen Title: Treasurer

from S-1/A 1 page <page> Certificate of Formation of Greatamerica Leasing Receivables 2001-1, L.L.C. This Certificate of Formation of Greatamerica Leasing Receivables 2001-1, L.L.C. (The "LLC"), Dated as of September 24, 2001, Is Being Duly Executed and Filed by Walter L. Draney, as an Authorized Person, to Form a Limited Liability Company Under the Delaware Limited Liability Company Act (6 DEL.C. Section 18-101, Et Seq.). First. the Name of the Limited Liability Company Formed Hereby Is Greatamerica Leasing Receivables 2001-1. Second. the Address of the Registered Office of the LLC in the State of Delaware Is C/O Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. Third. the Name and Address of the Registered Agent for Service of Process on the LLC in the State of Delaware Is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. in Witness Whereof, the Undersigned Has Executed This Certificate of Formation as of the Date First Above Written. By: /S/ Walter L. Draney Authorized Person: Walter L. Draney