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ARTICLES OF INCORPORATION
OF
BANC ONE ABS CORPORATION
The undersigned, desiring to form a corporation for profit under the General
Corporation Law of Ohio, do hereby certify that:
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 purposes for which the Corporation is formed are to engage in any
lawful act or activity for which a corporation may be formed under
Sections 1701.01 through 1701.98 of the Revised Code.
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 Hundred Dollars ($500.00).
SIXTH. The Corporation may indemnify or agree to indemnify a director,
officer or employee, or former director, officer or employee, or any
person who is serving or has served at its request as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments,
decrees, fines, penalties or amounts paid in settlement in
connection with the defense of any pending or threatened action,
suit or proceeding, criminal or civil, to which he is or may be made
a party by reason of his having been such director, officer or
employee provided that such indemnification or agreement to
indemnify is in accordance with such terms and requirements as are
prescribed by law.
IN WITNESS WHEREOF, we, being all of the incorporators of the above named
Corporation, have hereunto subscribed our names this 7th day of May, 1996.
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Charles F. Andrews
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Kenneth L. Wagner
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Bruce Rigelman
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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,
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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
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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 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
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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.
(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
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(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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