AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
BANC ONE ABS CORPORATION
------------------------
FIRST. The name of said corporation (hereinafter called the "Corporation")
- ------ shall be BANC ONE ABS CORPORATION.
SECOND. The place in Ohio where its principal office is to be located is
- ------- Columbus, Franklin County, Ohio.
THIRD. The nature of the business or purposes to be conducted or promoted by
- ----- the Corporation is to engage in any of the following acts or
activities:
(a) to authorize, issue, sell, deliver, purchase and invest in (and
enter into agreements in connection with), and/or to engage in
the establishment of one or more trusts (each, a "Trust") which
will issue and sell bonds, notes, debt or equity securities,
obligations, and other securities and instruments (in one or more
series, each of which series may consist of one or more classes)
("Securities"), which Securities will be collateralized or
otherwise secured or backed by, or otherwise represent interests
in, among other things, one or more pools of Receivables (as
defined in Article Third (b) below) or other collateral (the
Receivables and other collateral pledged as security for or
otherwise supporting the Securities and the proceeds thereof are
collectively referred to herein as the "Collateral"); in each
case the Securities of a series which are distributed through one
or more public offerings (with the exception of the Subordinated
Securities (as defined in Article Third (c) below), which may or
may not be rated) shall, when issued, be rated in one of the four
highest rating categories by any one or more nationally
recognized rating agencies;
(b) in connection with the issuance and sale of the Securities or
otherwise, to purchase or otherwise acquire, own, hold, transfer,
convey, pledge, assign, sell (or otherwise dispose of), service,
finance, refinance or otherwise deal in or with the Receivables
(and any assets to which such Receivables relate) and related
Collateral and to enter into contractual arrangements,
transactions and agreements with respect to the Receivables and
with the providers or obligors respecting such Collateral,
including agreements with originators of Receivables, sellers or
servicers of Receivables or dealers in any assets to which the
Receivables relate; for purposes of these Articles of
Incorporation, the term "Receivables" means the right to payment
hereunder, and other rights of a holder with respect to, various
promissory notes, leases, loan agreements, installment sales
contracts, drafts (including bank and commercial drafts),
trade documents, certificates of participation, accounts
receivable, accounts, account balances, certificates of
beneficial ownership, bankers' acceptances and other agreements
and instruments evidencing indebtedness or payment obligations,
any or all of which may be secured or unsecured, that arise in
connection with one or more of the following: (i) the sale or
lease of automobiles, trucks or other motor vehicles, equipment,
merchandise and other personal property and financings or re-
financings secured thereby, (ii) credit card purchases or cash
advances, (iii) the sale, licensing or other commercial provision
of services, rights, intellectual properties and other
intangibles, (iv) trade financing, with or without whole or
partial guarantees of payment by the Export-Import Bank of the
United States or any comparable domestic, foreign or
international authority, (v) loans secured by first or junior
mortgages on real estate, (vi) loans to employee stock ownership
plans and (vii) any and all other commercial transactions and
commercial, sovereign, student and consumer loans and
indebtedness;
(c) to arrange or otherwise provide for support for any series of
Securities to be issued by the Corporation or any Trust by
various forms of credit enhancement including collections and/or
distributions on the Receivables which are to be remitted to
certain accounts to be established under the indenture or
participation, pooling or other similar agreements relating to
such series, cash deposits, insurance policies, guaranteed
investment contracts, investment agreements, guaranteed rate
agreements, interest rate cap or swap agreements, currency
exchange agreements, tax protection agreements, maturity
liquidity facilities, letters of credit, minimum payment
agreements, guarantees and other forms of credit enhancement
including arrangements whereby for a given series, payments on
one or more classes of Securities ("Subordinated Securities") are
subordinated to, and constitute additional security for, payments
due on one or more other classes of Securities in such series;
(d) to invest certain proceeds from Receivables and related
Collateral as determined by the Corporation's Board of Directors;
and
(e) to engage in any lawful act or activity and to exercise any
powers permitted to corporations organized under the General
Corporation Law of Ohio that are incidental to and necessary or
convenient for the accomplishment of the above mentioned business
and purposes.
FOURTH The number of shares which the Corporation is authorized to have
- ------ outstanding is five hundred (500) shares of common stock, all of which
shall be without par value.
FIFTH. The amount of stated capital with which the Corporation shall begin
- ----- business is Five
-2-
Hundred Dollars ($500.00).
SIXTH. (a) The affairs of the Corporation shall be managed by a board of
- ----- directors consisting of three members. At all times on and after
the date of issuance of Securities by any Trust, there shall be
at least one director of the Corporation (the "Outside Director")
who is not a director, officer or employee of, or direct or
indirect beneficial owner of 10% or more of the voting securities
of, or member of the immediate family of any such director,
officer, employee or beneficial owner of the Corporation's
parent, BANC ONE CORPORATION ("BANC ONE"), or any corporate
affiliate of BANC ONE. Notwithstanding the foregoing, the
Outside Director may be a director of one other corporation that
is an affiliate of BANC ONE, provided such corporation is formed
with purposes limited to those similar to the purposes of the
Corporation. For the purposes of the foregoing, the "affiliate"
of an entity is an entity controlling, controlled by or under
common control with such entity. Should any Outside Director
resign, die, become disabled or incapacitated, or be prevented
from acting, the affairs of the Corporation shall and may be
managed by the remaining directors, who shall promptly replace
the aforementioned Outside Director with a person meeting the
requirements set forth above. When voting on matters subject to
the vote of the Corporation's Board of Directors, including those
matters specified in this Article Sixth and in Article Seventh
hereof, notwithstanding that the Corporation is not then
insolvent, the Outside Director shall take into account the
interests of the creditors of the Corporation as well as the
interests of the Corporation.
(b) The Corporation shall maintain a principal office through which
its business shall be conducted, which office may be separately
denoted space at the offices of BANC ONE.
(c) The Corporation shall maintain corporate records and books of
account and shall not commingle its corporate records and books
of account with the corporate records and books of account of
BANC ONE.
(d) The Board of Directors of the Corporation shall hold appropriate
meetings to authorize all of its corporate actions. Regular
meetings of the Board of Directors shall be held not less
frequently than three times per annum.
(e) The funds and other assets of the Corporation shall not be
commingled with those of any other corporation.
(f) The Corporation shall pay its own expenses and shall not hold
itself out as being liable for the debts of any other party.
(g) The Corporation shall not form, or cause to be formed, any
subsidiaries.
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(h) The Corporation shall act solely in its corporate name and
through its duly authorized officers or agents in the conduct of
its business, and shall conduct its business so as not to mislead
others as to the identity of the entity with which they are
concerned.
(i) Meetings of the shareholders of the Corporation shall be held not
less frequently than one time per annum.
(j) The Corporation shall operate in such a manner that it would not
be substantively consolidated in the trust estate of any other
entity.
SEVENTH. Notwithstanding any other provision of these Articles of Incorporation
- -------- and any provision of law that otherwise so empowers the Corporation,
the Corporation shall not do any of the following:
(a) dissolve or liquidate, in whole or in part;
(b) merge or consolidate with any other corporation other than a
corporation wholly owned, directly or indirectly, by any entity
owning 100% of the stock of the Corporation and having articles
of incorporation containing provisions identical to the
provisions of Articles Third and Sixth and this Article Seventh;
(c) without the approval of the Outside Director, institute
proceedings to be adjudicated a bankrupt or insolvent, or consent
to the institution of bankruptcy or insolvency proceedings
against it, or file a petition or answer or consent seeking
reorganization or relief under the Federal Bankruptcy laws, or
consent to the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee, conservator,
sequestrator (or other similar official) of the Corporation or of
any substantial part of the Corporation's property, or make an
assignment for the benefit of creditors, or admit in writing its
inability to pay its debts generally as they become due, or take
corporate action in furtherance of any such action; or
(d) amend these Articles of Incorporation to alter in any manner or
delete Article Third or this Article Seventh or, without the
consent of Moody's Investors Service, Inc. and Standard & Poor's,
a Division of The McGraw-Hill Companies, or their respective
successors, Article Sixth.
EIGHTH. These Amended and Restated Articles of Incorporation take the place of
- ------ and supersede the existing Articles of Incorporation as heretofore
amended.
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