EX-3.1 3 y80897a1exv3w1.htm EX-3.1 exv3w1
Exhibit 3.1
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BCBCfrM5<*«.ttfl3t MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH I BUREAU OF COMMERCIAL SERVlpES ^Wmooiji SJIS j£?B”% This document feefccfriB on aie data filed, unless a « SzL&IJF siAsequant^JfeclJvedalewllhlijSOdS^oaflBriieeoJwd MAR 13 2005 517-663-2525 Bef # £0?£¥ At-fiT            Chervl J. BixbvAdministrator MOT-GAS RMNER SESVlb            BUREAU OF COMMfflCML SHWKJK P.O. Box 266 ._, Eaton Bapids, MI 4882 L.B^cnvgaft’iie DocuffwntwBlbaretumwItothfliianieanilailjUiftssywenteralwvft. ^ WlaftblanftelocurtwmwiHWmaHw! to thareatetotati office. ARTICLES OF ORGANIZATION For use by Domestic Limited Liability Companies B ( fe — 5*4 L. (PleaseieadinfiwmaiioriawiinstnHjaonsonlgstp^ie J Pursas/rf (o (fte pfowsfons of jfcf 2% PublteActs of f 99% ff» tf/K»ra4r»erf execute fta foUowlng Articles: ARTICLE DaimteJCtoyslsTFinwKial Services Americas LLC The name of tfie Bntfted BaMffly company is: * ARTICLE H Th« purpose «r purposes fcr v»Heh the limited Sabifity compare « *MMd 19 to eng^e in aw actiwKy wKhin the purposes ~1 for which a limited Ifabttfy company may be *wmad under the LJmitad Lfabflfe Company Art Of fcftahtgan. ARTlCLEili The^raaonctf^M^tlabi^ccnitBtyifQ^^^^ ARTtCLEIV ; 1. The street address of the location ofthe reglstsred Ofice is; ~r’ ~” —— — —— j 30dOO Telegraph Road BJogJara Fiams Michfaan 48<>25 —. p^j^jjjjj^ —————— fct» ‘ ‘ tape**} ~ 2. The maiflng address of Jha registerad office Stffetentttert abowe: ___,,___._.         ..—.-^_-_,^r,;,: _^. . Michigan ___ lawtMdraBWp.aeQic) j^} “ (dfcwi) 3. TT« name of me residentagent at tte registered office ia: Tbe Ctapotaarol^^^^^^^ ARTICLE V (Ingoft any dasireti additional pro\ri$ton au8<oite«> l^r »ie Acfc attach adtHfonal pages if neeiiad.) The 1raa»^ of fte Bmited iizbility compaDy is to be managedby ous or wore JnanagHg instead of Iqftoflieailia*. , !_;; 1 ^=; Signadftte            f^-J^t Aiyrtf            March ^ /c’^’tfk’S’^v^ ‘ <? i^ /2^ “ /’.:/ i-??’S^ w :;\% XflfcMuu/&gg»M :,-, f %;vv:’,:’:rv.>:,’ ; , * ^^ j*pt,rwnw<f«ia>>>**¥» “ ~~~ ‘ ~~—~™~—” |e| ..,/s-IffV ; I j fetgyen C. Pollag ^ Miow^w^cys^oaiw/,;;’,# {^orMniNa^jrfCnwisiisM ^ ‘S$S!:f :P; (flO- ^ orJI^ftfe ei GOLD SEAL APPEARS ONLY ON ORIGINAL Bcscaaii jBrc hot

 


 

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MICHIGAN DEPARTMENT OF LABOR ft ECONOMIC GROWTH ~ BUREAU OF COMMERCIAL SERVICES Date Received’ (FWaUREAUUSEONtY) Mfflr<U2N$’ This docufliant Is effects on the date (Bed. unless a subsequent affective date within 90 flays after I I rec»iv«ri date te stated In ttedooimerit. T 635 7731 SO            Aaministaior The CorporationCompany easaiHfflW0*13815 Atfctes 30600 Telegraph Rd Sfce. 2345^ . c§y “*"*«-™-. _——“Steto I Biaghain Farms, MI 48025 | (gSSn^/O a Document will t» returned to the name and ad*Jw»» you outer attrtv. ^ Jf len tttanK document will ft* malted to the rijtetarert offlw. CERTIFICATE OP ASSUMED NAME For use by Corporations, Limited Partnerships and Limited Liability Companies (Please read information and instru^tfons on reverse side) Pursuant to ffis provisions of Aft ?94, Public Acts of 1972 (profit oorpoiathna), M1Q2, Public Ads of 1982 fnoflp/ofif corporations), Adi 213> Public Act9 9f 1992 (Ihnfted partMoaWp*), or Act 23, Public Acts of 1$&3{iMt9(t aabMy companies), the corporation, limited partnership, or fin/ted liability company in item <ono executssth* following Certificate: 1. The name of the corporation, limited partnership, of limited Bability company is: DaSmJoChjyjJerJPIniinclal Services Americas LLC 2. The idenfification number a^Jgned by the Bureau is: B16S^ 3. Th$ assumed name under «4i/ch fiuaness Is to be transacted is: Mgrpede^gentFinanciiJ 4. This document fs hereby signed as required by lh* Act. COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTTTY, signed this *$4^~’ day nf jbp&jL- By /*%%£ (SBWtol ,,iffeft,i>Paul E. Knauss . ‘ Maoaeer GOtD SEAL APPEARS ONLY ON ORIGINAL

 


 

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BCSCM41JRW, 1203) .. MICHK5AN DEPARTMENT OF LABOR & ECONOMIC GROWTH            I BUREAU OF COMMERCIAL SERVICES Date88f<8 5 £005 j            fOR BUREAU USE ONLV) This document Is effecttve on the date filed, unlessijEffS Bf\ a subsequent effective date witMn 90 days aftertTIaaKiy _received date is stated in the document Ke            UCcxpU. iP * 5 ZOD5 30gOQJiltariDiilM. a OocwnentvrtU be returned to the name and address you enter above. «. If len blank document wiB bo malted to the reflistered office.CERTIFICATE OF ASSUMED NAME For use by Corporations, Limited Partnerships and Limited Liability (Companies please read information and instructions on reverse side) Ptavuant to the provisions ofAti 294, PttbticAois of 1S72 (prom corporations). Act 162, Public. Ads of 1982 (nonpros cwporetfonsX Act 213, PoWfc Ads of 1982 (flmifed partners^), or Arf 23, PuWfc Acts of «93 (//m/tecf /fett% I companies), tho cwporefon. limited partnership, or fen/fed tfaMtfy company in item one executes Vie following Cefflffcate; I 1. The name trf the corporatkm, limited partnership, or limited liability company is: I DaitnleiChrysha-Financial Services Americas LLC            I 2. The identification number assigned by the Bureau is: B1654L 3. The assumed name under which business is to be transacted is: DaimletChtyslef Truck Financial 4. This ckxument is hereby signed as requred by the Act COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTrTY. GOLD SEAL APPEARS ONLY ON ORIGINAL

 


 

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ScsawsoflteMZDS) MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES DateRecelveaA/ l/jk/<FOR BUREAU USE ONLY)~ vrtu 1 - Oflfll? ThfcJSocumera is effective on the fete filed, unless iUU3 a subsequent effective date within 90 days alterwr<V 1 Ki ?Q(15 [received date ia stated in the document            iwv * u tuvw Nam86501212 S3 Ato&5ftSfWCT Corporation System aaSff^WiEWJBWSS 30600 Sfclegraph Road, Suite 2345 3£“SiteZipCode            HTECTTVE PftTE: Bingham FarmsMI48025E]""fat<"1 ** ** ™ mmMtOTes OBCamMr31‘ Expiration date for transferred assunwi names appear In Item 7 Document wilt b» returned to tlw namo and address you antor above. If toft blank the document will be mailed to the registered office. CERTIFICATE OF MERGER For use by Limited Liability Companies (Please read information and instructions on last page) Pursuant to the provisions of Act 23, Public Acts of 1993, the uncfere/gwc/ limited liability companies execute thg following Cffrtfflcate of Merger 1. The name of each constituent limited liability company and their identification numbers are: DairaleiChrysler Services North America ULC            B67433 DaimlerChrysler Financial Services Americas LLC            B16.5"^^- 2. The name of the surviving limited liability company and its identification number is: DaimlerChrysler Financial Services Americas LLC BI6*T^rd- 3. Check one of the following: E There are no changes to be made to Hie Articles of Organization of the surviving limited liability company. D            The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows: GOLD SEAL APPEARS ONLY ON ORIGINAL

 


 

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4. other provisions with resp ect to the merger are as follows: 5. Complete only if an effective date is desired other than the date of filing. This date must be no more than 90 days after receipt of this document in this office. The merp^r shall be effective on the Jtf! davof Jamu°y . 2006 tat 12:01 a.m.) 6. The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1). j 7. The merger is permitted by the law of the jurisdiction under whose law each foreign constituent company is organized and each foreign constituent company has complied with that law in effecting the merger. 8. The assumed names being transferred to continue for the remaining effective period of the Certificate of Assumed Name on file prior to the merger are: AssjjrnedjiamB            LLC transferred from            Expiration date Chrysler Financial 9. Nosutvivor name as new assumed names under which business is to be conducted are; Tliis Certificate Is hereby signed as required by Section 103 of the Act. Signed ^Jfifc day *X»~**’ . *» ‘ ___Signed this J^ day of ^!^f ....................................................................................... J£^_ DaimteChrysler Services North Americas LLC            DaimlerChrysler Financial Services Americas LLC (Name or Limited Liability Company) ~(Name of Limited Liability Company) (Sgnahits of Manner, Managsr or Authorized Agent) (Signature of Member. Manager or Authorized Agent)
GOLD SEAL APPEARS ONLY ON ORIGINAL

 


 

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MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES Date Received (FOR BUREAU USE ONLY) filed date 90 days after received MAR 2 2008 date is stated the document jana OTYITCK cr. I AdBinieiiaftr egoless so CT Corporation System Adetesa 30500 Telegraph Road/ Suite 2345 Bingham Farms 48025 ExpfrattondatefortransfeiTsdasiunwtlnanieizppearlBHeniB % Documont wW be returned to the name and address you above If left blank document will be mailed to the registered office CERTIFICATE OF MERGER Cross Entity Mergerfor use by Profit Corporations, Limited Uabflity Coimpanles and Liinited Partnerships Ptasaanf to fl provfefons of At 204, PuMc 972 (pram corporations). Act 23, Puf Act a of 1393, (limited natotl&y companies) ana Act 213, Public Acts of 1682 (Omited partmrshlp B), a execute fotow/no Cerifficste of Maraar. 1. The Plan of Merger (Consolidation) is as follows: a. The name of each constituent entHy and its Menfification number is: DMmterClnysler Financial Services America LLC B1654L See Attachment A b. The name of the surviving (now) entity and Its Identification number is DaintoChrysler Financial Services Americas LLC B1654I. Corporatons and Umited Liability Companies provide the street address of the survivor’s principal place of business: 27777 Inkster R&, Fanningtan Hilb, Ml 48334 2. (Complete only if an effective date is desired other than tho date of filing. The data must ba no mota Stan 90 days aflsr trie fie ant In this office.)’riiiena daMsbeflrfeelfaaon GOLD SEAL APPEARS ONLY ON ORIGINAL

 


 

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3. Complete for Profit Corporations only For each constituent stock corporation, state: Designation and number of outstanding Indicate class or Indicate class or Nama of corporation             shares in each dass series of shares series entitled or series entitled to vote to vote as a dass S#t Attachment A If the number of shares to subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur is as follows: The manner and basis of converting shares are as follows: Upon the effectiveness of this merger, an of the shares of the corporations listed on Attachment A win be cancelled for no consideratioa. The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows; N/A The Plan of Merger be forrisried by the surviving profit corporation, on request and without cost, to any shareholder of any constituent profit corporation. The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has compiled vwth that taw in effecting the merger. (Complete either Section (a) or (o) for each corporation) a) The Plan of Merger was approved by the majority consent of the incorporators of. a Michigan corporation which has not commenced business, has not issued any shares, and has not elected a Board of Directors. (Signaturecflncorpcrator) (Type orPrint Name)gnatiwoflneorporatar) (TypeorPrMNamB) (Signatiineoflncoiporator) (TypeorPrtniNsnej (Sgnfltureofhoorperator) rrypeorPrWHama) b) The plan of merger was approved by. Q the Board of Directors of the surviving Michigan corporation, without approval of the shareholders in accordance with Section 703a of the Act Q the Board of Directors and the shareholders of the fbllowhg Michigan corpora8on(s) in accordance with Section 703a of the Act (SgraturscfAumoriasdOfflcerorAgerit)

 


 

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4. Complete for any Limited Liability Companies onjy ChecK one of the fallowing if the limited lteb)% company is the survivor. C9 There are no changes to be made to the Articles of Organization of the surviving limited liabBity company. D The amendments to trie Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger ere as follows: Trie manner and basis of converting the membership interests are as fotows: The membership interests in Daimlerdirysler Financial Services Americas ILC will be unaffected by the merger. The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1). The Plan of Merger was approved by the members of each domestic limited liability company in accordance with section ,705a(5) and by each constituent business organization In the manner provided by the tews of the jurisdiction in which it is organized. For each limited liability company involved in the merger, this document is signed in accordance with Section 103 of die Act. or Auhotad Ajort) Haaager cwxty) DaimlerChrysler Financial Services Americas LLC X Name of this day of, SEAL APPEARS ONLY ON ORIGINAL

 


 

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Attachment A 1. The Plan of Merger (Consolidation) is as follows a. The name of each constituent entity and its identification number is: EFH Leasing Corporation Fresno Biomass Power Corporation Jasmin EOR Cogeaeration Corporation POSO EOR Cogencration Corporation Rocklin Biomass Power Corporation Sovereign Crest Properties, Inc. 3. Complete for Profit Corporations only For each constituent stock corporation, state Name of Corporation Designation and Indicate class or Indicate class or number of scries of shares series entitled to rate outstanding shares in entitled to vote as a class each class or series EFH Leasing Corporation Common/l,DOO NA NA Fresno Biomass Power Corporation Common/100 NA NA Jasmin EOR Cogeneration Corporation Common/100 NA NA POSO EOR Cogeneration Corporation Common/I 00 NA NA Rocklin Biomass Power Corporation Common/100 NA NA Sovereign Crest Properties, be. Common/lOO NA NA

 


 

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MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES [ Date Received T (FOR BUREAU USE WILY) wled This document Is effective on the date filed, unless a subsequent effective date within SO days after received MAR 2 Q date b stated h the document007 6888340 SO BftfiT CT Corporation System Address 30600 Telegraph Rd ste. OS site apcSdT effective date r?/?//fr 7 Bingham Farms, MI 48025 iratlon^eta-newassuBriarfnatnearpflcemberSI, 1 — 1 Expiration date forlransfefred assumed nameaappearin Berne % Ooeument will be returned to the name and address you onter above If left blank document will be mailed to the registered office. CERTIFICATE OF MERGER Cross Entity Merger for use by Profit Corporations, Limited Liability Companies and Limited Partnerships Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporafionsj, Act 23, Public Acts of 1993 (Bmited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the undersigned entitles execute the Certificate of Merger. 1. The Plan of Merger (Consolidation) ia as follows: a. The name of each constituent entity and its identification number is: DaimlerCtaysler Financial Services Americas LLC B1654L See Attachment A b. The name of the surviving (new) entity and its identification         .number is: DaiinlerChrysler Financial Services Americas LLC B1654L Corporations and Limited Liability Companies provide the street address of the survivor’s principal place of business: 27777 Inkster Rd, Farmington Hills, MI 48334 2. desired other than the date of filing. The data must be no more than 90 days after &3^Hrri%nt in this office.) (at 11:58 p.m.) asfefi)j|hall be effective on the GOLD SEAL APPEARS ONLY ON ORIGINAL

 


 

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Attachment A 1. The Plan of Merger (Consolidation) is as follows a. The name of each constitoent entity and its identification number is: Elspeth Pacific, Inc. Chrysler Meadowcroft Corporation Whitewater Holdings, Inc. 3. Complete for Profit Corporations only For each constituent stock corporation, state Name of Corporation Designation and Indicate class or Indicate class or number of series of shares series entitled to rate outstanding shares in entitled to vote as a class each class or series

 


 

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3. Complete for Profit Corporations only For each constituent stock corporation, state: Designation and number of outstanding Indicate class or Indicate class or Name of corporation shares in each classseries of shares series entitled or series entitled to vote to vote as a class See Attachment A If the number of shares Is subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur Is as follows: manner and basis of converting shares are as follows: Upon the effectiveness of this merger, all of the shares of the corporations listed on Attachment A will be canceled for no consideration. The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows: N/A The Plan of Merger wlB be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any constituent profit corporation. ___.___. ___ The merger is permitted by the state or country under whose law ft is incorporated and each foreign corporation has complied with that law In effecting the merger. (Complete either Section (a) or (b) for each corporation) a) The Plan of Merger was approved by the majority consent of the Incorporators of - a Michigan corporation which has not commenced business, has not issued any shares, and has not elected a Board of Directors. (Signature of hooporator) (TypeorPrintName) (Signaturatflnoorporator) (Typs or Print Name) (Signatureoflncoiporator) (TypeorPrlntName) (Sgratufeoflijcorporalor} (Type or Print Name) The plan of merger was approved by. corporation, without approval of trie shareholders In accordance with Section 703a of the Act D the Board of Directors and the shareholders of tfw foftowing Michigan caporatton(s) In accordance with SecSon 703a of the Act.

 


 

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4. Complete forany Limited Liability Companies only Check one of the following If the limited liability company is the survivor. d There are no changes to be made to the Articles of Organization of the surviving limited liability company. D The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows: The manner and basis of converting the membership interests are as follows: The membership Interests In Daimler-Chrysler FlnancTal Services Americas LUC will be unaffected by the merger. The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1). The Plan of Merger was approved by the members of each domestic limited liability company in accordance with section 705a(5) and by each constituent business organization in the manner provided by the laws of the jurisdiction in which it is organized. For each limited liability company involved in the merger, this document is signed in accordance with Section 103 of the

 


 

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MICHIGAN DEPARTMENT OF LABOR &ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES Date Received (FOR BUREAU USE ONLY) FILED This document is effective on the date filed, unless a subsequent effective date within 90 days after received date Is stated in the document. FEB 01 2008 Name 7065504 SO Administrator CT Corporation System BUREAU OF COMMERCIAL SERVICES Address 208 South Lasalle Street, suite 814 . City State Zip Code Chicago IL 60604 EFFECTIVE DATE: Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. CERTIFICATE OF TERMINATION OF ASSUMED NAME For use by Corporations, Limited Partnerships and Limited Liability Companies (Please read Information and Instructions on reverse side) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162. Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships). or Act 23. Public Act’s of 1993 (Limited liability companies), the corporation, limited partnership. or limited liability company in item one executes the following Certificate: 1. The name of the corporation; limited partnership, or limited liability company is: DaimlerCbrysler Financial Services Americas LLC 2. The identification number assigned by the Bureau is: B1654L 3. The assumed name to be terminated is: Mercedes-Benz Financial 4. The Certificate of Assumed Name filed on the 4th day of May, 2005 is hereby terminated. 5. This document is hereby signed as required by the Act. 2007 Signed this 15th day of November, 2007 By /s/ Thomas F. Gilman Signature Thomas F. Gilman Manager (Type or print name) (Type or Print Title or Capacity) (Limited Partnerships Only — Indicate Name of General Partner if the General Partner is a corporation or other entity) GOLD SEAL APPEARS ONLY ON ORIGINAL

 


 

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MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES Document will be relumed to the namo and address ou enter above. If left blank document will be mailed to the registered office. CERTIFICATE OF TERMINATION OF ASSUMED NAME For use by Corporations, Limited Partnerships and Limited Liability Companies [Please read information and instructions on reverse side) Pursuant to the provisions of Act 284, Public Ads of 1972 (profit corporations). Act 182, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), of Act 23, Public Acts of 1993 (limited HaWify companies), the corporation, limited partnership, or limited liability company, in gem one executes the following Certfficate; 1. The name of tha corporation, limited partnership, or limited liability company is; DainjIerCbrysler Financial Services Americas LLC 2. The identification number assigned by the Bureau is: B1654L 3. The assumed name to be terminated is: DatmlerChrysler Truck Financial 4. The Certificate of Assumed Name flted on Hie 25ttt ___day of May . 2005 \ s hereby terminated. 5. This document is hereby signed as required by the Act.

 


 

Michigan Department of Labor & Economic Growth
Filing Endorsement
This is to Certify that the CERTIFICATE OF AMENDMENT TO THE ARTICLES OF ORG.
for
CHRYSLER FINANCIAL SERVICES AMERICAS LLC
ID NUMBER: B1654L
received by facsimile transmission on October 14, 2008 is hereby endorsed Filed on October 14, 2008 by the Administrator.
The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
     
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Sent by Facsimile Transmission 08288
  In testimony whereof, I have hereunto set my
 
  hand and affixed the Seal of the Department,
 
  in the City of Lansing, this 14TH day
 
  of October, 2008.

 
  (SIGNATURE)           , Director
Bureau of Commercial Services


 

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10/14/2008 4:28:08 PM FAXCOM PAGE 3 OF 3 10/14/2008 14:00 8002800815 CT PAGE 02/02 Bcsco-718 (fun. n?mi , . MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICESBUREAU OF COMMERCIAL SERVICES Date Received I ~ “ <TOR BUREAU USE ONLY) “~~” This document is affective on the date fifed, unless 3 subsequent effective data within 90 days after revived date te slated in the document Name Address “ City ~ State~ ZipCode_^.___^^^___l^^^___^______.^___^-___ EITECnVEDAT& ^ Document will be returned to ttm name and address you enter above. # If left blank document will be mailed to tn» registered office. CERTIFICATE OF AMENDMENT TO THE ARTICLES OF ORGANIZATION For use by Limited Liability Companies (Plaase read information and instructions on reverse side) Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned limited liability company executes thefollowing Certificate of Amendment; 1. The present ngme of the limited liability company is: DaimlciChrvslet Financial Services Americas ILC ___, The identification number assigned by the Bureau is: ,,. ,,., The date of filing of Ha original Articles of Organization was: 3-18-2005 Article J of the Articles of Organization is hereby amended to read as follows: The name of the limited liability company is Chrysler Financial Services Americas LLC 5. Q The amendment was approved by a majority in interest If an operating agreement authorizes amendment of the articles of organization ijy majority vote. 0 The amendment was approved by unanimous vote of aH of the members entitled to vote. This Certificate Is hereby signed as required by Section 103 of the Act, B^^Jj^^ Ode far ^co^’ / “~"~ IBlBnatumrf Mmttir, MWMBer.O’JitjIIWSKIaOff’H “ Thomas F. pilrnan, Manager _,_^ |Ty<* a Pm mum mid apKftv) MHWi — HiAl/nj f. T S^tnm Online 10/14/2008 3:09PM