CERTIFICATE OF INCORPORATION
OF
UAC SECURITIZATION CORPORATION
Article I
Name
The name of the Corporation is UAC Securitization Corporation
("Corporation").
Article II
Registered Office and Agent
The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, in the county of New
Castle, Delaware. The name of its registered agent at such address is The
Corporation Trust Company.
Article III
Business and Purposes
The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage exclusively in the following activities:
a. To purchase and acquire from Union Acceptance Funding
Corporation or Union Acceptance Corporation installment sale
contracts and installment loans and security interests,
secured by autos, light trucks and vans (the "Receivables"),
and in connection with the purchase or acquisition of the
Receivables, the Corporation may purchase and acquire from
Union Acceptance Funding Corporation or Union Acceptance
Corporation property or assets related to the Receivables,
including the following (the "Related Property"):
(i) Security interests or collateral securing the
Receivables;
(ii) Benefits of a letter of credit;
(iii) Any recourse rights of Union Acceptance Funding
Corporation or Union Acceptance Corporation;
(iv) Any rights of Union Acceptance Funding Corporation or
Union Acceptance Corporation to proceeds from claims
or refunds of premiums on physical damage, lender's
single interest, credit life, and disability and
hospitalization insurance policies; and
(v) Cash or other deposits.
b. To own, administer, hold, service, or enter into agreements
for servicing of, sell, assign, pledge, collect amounts due
on, and otherwise deal with the Receivables and Related
Property and any proceeds or rights associated with the
Receivables and the Related Property;
c. To enter into any agreement (including, without limitation,
any agreement creating a trust) providing for the
authorization, issuance, sale and delivery of notes,
certificates or other securities, whether directly or through
a trust, secured or supported by Receivables or Related
Property;
d. To lend money to any trust or trustee for the purpose of
funding cash collateral accounts or credit enhancement
accounts to secure or support any such notes, certificates or
other securities;
e. To hold, sell, pledge, or distribute any class of notes,
certificates or other securities issued by the Corporation
either directly or through a trust;
f. To lend or otherwise invest proceeds from Receivables and
Related Property, funds received in respect of any notes,
certificates or other securities, and any other income as
determined by the board of Directors of the corporation and
not inconsistent with this Article III, including investing in
other Receivables and Related Property;
g. To borrow money to facilitate any activity authorized herein;
and
h. To engage in any activity and exercise any powers permitted
under the General Corporation Law of the State of Delaware
that are related to and necessary, suitable and advisable to
accomplish the business or purposes described in clauses (a)
through (g) above.
Article IV
Independent Director
The Corporation shall have at least one Independent Director. An
"Independent Director" shall mean an individual who is not and has never been:
a. a director, officer, or employee of (i) a shareholder of the
Corporation, (ii) Union Acceptance Funding Corporation, (iii)
Union Acceptance Corporation, or (iv) any Affiliate (other
than another direct or indirect finance subsidiary of Union
Acceptance Corporation), or
b. a beneficial owner of more than 5% of the common stock of (i)
a shareholder of the Corporation, (ii) Union Acceptance
Funding Corporation, (iii) Union Acceptance Corporation, or
(iv) any Affiliate.
An "Affiliate" shall mean any Person other than the Corporation (x) that owns
beneficially, directly or indirectly, 5% or more of the outstanding shares of
the common stock of the Corporation, or (y) of which 5% or more of the
outstanding shares of its common stock is owned beneficially, directly or
indirectly, by any Person described in Clause (x) above, or (z) which otherwise
controls or is controlled by a Person described in Clause (x) above. The term
"Control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly and indirectly,
whether through the ownership of voting securities, by contract or otherwise.
The term "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization, or government or any agency or political
subdivision thereof.
Article V
Limitations
Notwithstanding any other provision of this Certificate of
Incorporation (any amendments thereto), the By-laws of the Corporation, or any
provision of law that otherwise so empowers the Corporation, the Corporation
shall not, without (i) the affirmative vote of 100% of the members of the Board
of Directors of the Corporation, including the Independent Director on and after
the date on which the Independent Director required by Article IV has been
appointed, and (ii) the affirmative vote of the holders of 100% of the issued
and outstanding common stock of the Corporation, do any of the following:
a. Engage in any business or activity other than as set forth in
Article III;
b. Dissolve, liquidate, or lease or transfer all or substantially
all of its assets to any entity;
c. Be a party to any merger or consolidation with any other
entity;
d. 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
consent to a petition seeking reorganization or relieve under
any applicable federal or state law relating to bankruptcy, or
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, or make
any assignment for the benefit of creditors, or except as
required by law, admit in writing its inability to pay its
debts generally as they become due, or take any corporate
action in furtherance of any such action; or
e. Amend, alter, change, or repeal any of the following Articles
of this Certificate of Incorporation: Article III, Article IV,
Article VI, Article XI, and this Article V.
Article VI
Nonconsolidation of Corporation
The Corporation shall conduct its affairs in accordance with the
following provisions:
a. The Corporation's funds and other assets shall not be
commingled with those of any other entity or Person and
collections on behalf of the Corporation by any agent of the
Corporation shall be identified as belonging to the
Corporation and segregated as promptly as practicable by such
agent.
b. The Corporation shall maintain bank accounts in its own name
separate from any Affiliate.
c. The Corporation shall maintain separate corporate records and
books of account from those of any other entity or Person.
d. The Corporation shall establish an office separate and apart
from the offices of any of its shareholders or Affiliates,
provided if such office is leased from an Affiliate, such
lease shall be on terms no more or less favorable to the
Corporation than would be obtained elsewhere and such office
shall be conspicuously identified as the Corporation's office
so it can be easily located by outsiders.
Article VII
Indemnification
The Corporation shall indemnify any Person who is or was a director or
officer of the Corporation, with respect to action taken or omitted by such
Person in any capacity in which such person serves the Corporation to the full
extent authorized or permitted by law, as now, or hereafter in effect, and such
right to indemnification shall continue as to a Person who has ceased to be a
director or officer, as the case may be, and shall inure to the benefit of such
Person's heirs, executors and personal and legal representatives. These rights
of indemnification shall not be exclusive of any other right that any Person may
have or hereafter acquire under this Certificate of Incorporation, the By-laws,
any statute, agreements, vote of shareholders or disinterested directors or
otherwise. Any repeal or modification of these indemnifications provisions shall
not adversely affect any rights to indemnification any Person may have at the
time of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.
Article VIII
Common Stock
The total number of shares of stock which the Corporation has the
authority to issue is 1,000 shares of Common Stock, without par value.
Article IX
Incorporator
The name and mailing address of the sole incorporator are as follows:
John M. Stainbrook
45 N. Pennsylvania Street
Indianapolis, Indiana 46204
Article X
Perpetual Existence
The Corporation is to have perpetual existence.
Article XI
The Corporation reserves the right to amend, alter, or repeal the
provisions contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all rights of shareholders are subject to this
reservation; provided, however, that this Article XI, and Article III, Article
IV, Article V, and Article VI may be amended only in accordance with Article V
of this Certificate of Incorporation.
I, the undersigned, for the purpose of forming a corporation pursuant
to the General Corporation Law of the State of Delaware, as amended, do make,
file, and record this Certificate, and do certify that the facts herein stated
are true, and I have accordingly hereunto set my hand this 7th day of October,
1994.
/s/ John M. Stainbrook
---------------------------------
John M. Stainbrook, Incorporator
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UAC SECURITIZATION CORPORATION
UAC Securitization Corporation (the "Corporation"), a corporation duly
organized and existing under the General Corporation Law of the State of
Delaware (the "Act"), does hereby certify that:
I. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section 242 of
the Act and has been consented to in writing by the sole stockholder, in
accordance with Section 228 of the Act.
II. Section (a) of Article III of the Corporation's Certificate of
Incorporation is amended to read in its entirety as follows:
a. To purchase and acquire from Union Acceptance Corporation
or Union Acceptance Funding Corporation, UAFC Corporation, UAFC-1
Corporation, UAFC-2 Corporation or another wholly-owned, bankruptcy
remote subsidiary of Union Acceptance Corporation (each, a "Receivables
Subsidiary") installment sale contracts and installment loan and
security interest contracts, secured by automobiles, light trucks or
vans (the "Receivables") and, in connection with the purchase or
acquisition of the Receivables, the Corporation may purchase and
acquire from Union Acceptance Corporation or a Receivables Subsidiary
property or assets related to the Receivables, including the following
(the "Related Property"):
(i) Security interests or collateral securing the
Receivables;
(ii) Benefits of any letter of credit;
(iii) Any recourse rights of Union Acceptance Corporation
or a Receivables Subsidiary;
(iv) Any rights of Union Acceptance Corporation or a
Receivables Subsidiary to proceeds from claims or
refunds of premiums on physical damage, lender's
single interest, credit life, disability and
hospitalization insurance policies; and
(v) Cash or other deposits;
IN WITNESS WHEREOF, UAC Securitization Corporation has caused this
Certificate to be executed by Leeanne W. Graziani, its authorized officer, on
this 10th day of August, 2000.
/s/ Leeanne W. Graziani
------------------------------
Leeanne W. Graziani, President
