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EXHIBIT 3.1
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
FLEETWOOD CREDIT RECEIVABLES CORP.
(a California corporation)
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Amended and Restated May 12, 1995
Filed January 15, 1991
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RESTATED ARTICLES OF INCORPORATION OF
FLEETWOOD CREDIT RECEIVABLES CORP.
ARTICLE I
Name
The name of the Corporation is Fleetwood Credit Receivables Corp.
ARTICLE II
Purpose
(a) Subject to paragraph (b) below, the purpose of this
corporation is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of California other than the
banking business, the trust company business or the practice of a profession
permitted to be incorporated by the California Corporations Code.
(b) Notwithstanding paragraph (a) above, the purpose of this
Corporation is limited to the following purposes, and activities incident to
and necessary or convenient to accomplish the following purposes: (i) to
acquire, own, hold, sell, transfer, assign, pledge, finance, refinance, and
otherwise deal with, retail installment sale contracts or wholesale loans
secured by new and used recreational vehicles (the "Receivables"); (ii) to
authorize, issue, sell and deliver one or more series of obligations,
consisting of one or more classes of certificates or other evidences of
interests, or notes or other evidences of indebtedness (collectively, the
"Securities") , that are collateralized by or evidence an interest in the
Receivables; and (iii) to negotiate, authorize, execute, deliver and assume the
obligations of any agreement relating to the activities set forth in clauses
(i) and (ii) above, including but not limited to any pooling and servicing
agreement, sale and servicing agreement, trust agreement, indenture,
administration agreement, reimbursement agreement, credit support agreement,
receivables purchase agreement, underwriting agreement or other similar
agreement (each, an "Agreement"), or to engage in any lawful activity which is
incidental to the activities contemplated by any such Agreement. So long as
any outstanding debt of the Corporation or Securities are rated by any
nationally recognized statistical rating organization, the Corporation shall
not issue notes or otherwise borrow money, other than in connection with the
issuance of Securities by the Corporation pursuant to one or more Agreements,
unless (A) the Corporation has made a written request to the related nationally
recognized statistical rating organization to issue notes or incur borrowings
which notes or borrowings are rated by the related nationally recognized
statistical rating organization the same as or higher than the rating afforded
such rated debt or Securities or (B) such notes or borrowings (1) are fully
subordinated (and which shall provide for payment only after payment in respect
of all
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outstanding rated debt and/or Securities) or are nonrecourse against any assets
of the Corporation other than the assets pledged to secure such notes or
borrowings, (2) do not constitute a claim against the Corporation in the event
such assets are insufficient to pay such notes or borrowings, and (3) where
such notes or borrowings are secured by the rated debt or Securities, are fully
subordinated (and which shall provide for payment only after payment in respect
of all outstanding rated debt and/or Securities) to such rated debt or
Securities.
ARTICLE III
Capital Stock
The Corporation shall have one class of stock designated as Common
Stock, and the total number of shares of stock of that class that the
Corporation shall have authority to issue is 1,000 shares of no par stock. No
shareholder shall have any preemptive right to acquire additional shares of the
Corporation.
ARTICLE IV
Independent Directors
The Corporation shall at all times, except as noted hereafter, have at
least two Directors (each, an "Independent Director") who is not (a) a
director, officer or employee of any affiliate of the Corporation; (b) a person
related to any officer or director of any affiliate of the Corporation; (c) a
holder (directly or indirectly) of more than 10% of any voting securities of
any affiliate of the Corporation; or (d) a person related to a holder (directly
or indirectly) of more than 10% of any voting securities of any affiliate of
the Corporation. In the event of the death, incapacity, resignation or removal
of all Independent Directors, the Board of Directors shall promptly appoint an
Independent Director for each Independent Director whose death, incapacity,
resignation or removal caused the related vacancy on the Board of Directors;
provided, however, that the Board of Directors shall not vote on any matter
unless and until at least two Independent Directors have been duly appointed to
serve on the Board.
ARTICLE V
Limitations on Certain Actions by the Corporation
Notwithstanding any other provision of these Articles and any
provision of law, the Corporation shall not do any of the following;
(a) engage in any business or activity other than as set forth in
Article II hereof;
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(b) without the affirmative vote of a majority of the members of the
Board of Directors of the Corporation (which must include the affirmative vote
of all duly appointed Independent Directors), (i) dissolve or liquidate, in
whole or in part, or institute proceedings to be adjudicated bankrupt or
insolvent, (ii) consent to the institution of bankruptcy or insolvency
proceedings against it, (iii) file a petition seeking or consent to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, (iv) consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Corporation
or a substantial part of its property, (v) make a general assignment for the
benefit of creditors, (vi) admit in writing its inability to pay its debts
generally as they become due, (vii) take any corporate action in furtherance of
the actions set forth in clauses (i) through (vi) of this paragraph, provided,
however, that no director may be required by any shareholder of the Corporation
to consent to the institution of bankruptcy or insolvency proceedings against
the Corporation so long as it is solvent; or
(c) merge or consolidate with any other corporation, company or
entity or sell all or substantially all of its assets or acquire all or
substantially all of the assets or capital stock or other ownership interest of
any other corporation, company or entity, except for the acquisition of the
Receivables of Fleetwood Credit Corp. ("Fleetwood Credit") and the sale of
Receivables to one or more trusts in accordance with the terms of Article II(b)
hereof, on which there shall be no such restriction.
ARTICLE VI
Internal Affairs
The Corporation shall insure at all times that (a) it maintains
separate corporate records and books of account from those of Fleetwood Credit,
and (b) except as permitted by contract between the Corporation and Fleetwood
Credit with respect to deposits in certain accounts of collections of trade
receivables of Fleetwood Credit that were not sold to the Corporation pursuant
to an agreement between them, which will be promptly remitted to the owner
thereof, none of the Corporation's assets will be commingled With those of
Fleetwood Credit or any of their affiliates.
ARTICLE VII
Amendments
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles in any manner now or hereafter
provided herein or by statute; and, except as provided with respect to the
indemnification of directors, all rights, preferences and privileges conferred
by these Articles upon shareholders, directors or any other person are granted
subject to such right; provided, however, that the Corporation shall not amend,
alter,
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change or repeal any provision of Articles II and IV through VII (the
"Restricted Articles") without the unanimous vote of the full Board of
Directors and provided, further, that the Corporation shall not amend or change
any Article so as to be inconsistent with the Restricted Articles.
ARTICLE VIII
Liability of Directors and Officers; Indemnification
(a) The liability of the members of the Board of Directors and
officers of the Corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
(b) The Corporation is authorized to provide indemnification of
"agents", as the term "agent" is defined in Section 317 of the California
Corporations Code, through Bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors, or otherwise, to the fullest extent
permissible under California law.
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