Exhibit 3.2
EXECUTION COPY
LIMITED LIABILITY COMPANY AGREEMENT
OF
REGIONS ACCEPTANCE LLC
This Limited Liability Company Agreement (this "Agreement") of Regions
Acceptance LLC is entered into by Regions Bank, an Alabama state bank (the
"Member").
The Member, by execution of this Agreement, hereby forms a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del. C. 18-101, et seq.), as amended from time to
time (the "Act"), and hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is
Regions Acceptance LLC (the "Company").
2. Certificates. Xxxx Deer, as an authorized person within the meaning of
the Act, shall execute, deliver and file the Certificate of Formation of the
Company with the Secretary of State of the State of Delaware. Upon the filing
of the Certificate of Formation with the Secretary of State of the State of
Delaware, his powers as an authorized person shall cease and the Member shall
thereafter be designated as an authorized person within the meaning of the
Act. The Member or an Officer shall execute, deliver and file any other
certificates (and any amendments and/or restatements thereof) necessary for
the Company to qualify to do business in a jurisdiction in which the Company
may wish to conduct business.
3. Purpose. The Company is formed for the object and purpose of
purchasing and selling motor vehicle retail installment contracts or other
consumer loan receivables (the "Contracts") and causing the issuance of
asset-backed securities and engage in acts necessary, incidental or related
thereto.
4. Powers. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall have the power and is hereby
authorized:
(a)
(i) to execute and deliver, and to perform its obligations under
one or more receivables purchase agreements with the Member
(such receivables purchase agreements, as from time to time
amended, supplemented or otherwise modified, the "Purchase
Agreements"), to purchase or otherwise acquire the Contracts
from the Member, to execute and deliver and to perform its
obligations under any amendments or supplements, including
any supplemental conveyances relating to one or more of the
Purchase Agreements, to engage in any activities necessary,
appropriate or convenient in connection with the rights and
obligations of the Company under the Purchase Agreements and
the acquisition of Contracts from the Member, and to execute,
deliver and perform any other agreement, notice or document
in connection with, relating to or contemplated by the
Purchase Agreements or the acquisition of Contracts from the
Member;
(ii) to purchase, acquire, own, hold, sell, dispose of, endorse,
transfer, assign, pledge and finance the Contracts (as
described in each of the Purchase Agreements) including,
without limitation, to grant a security interest in the
Contracts;
(iii) to engage in any activities necessary to hold, receive,
exchange, sell, transfer, otherwise dispose of and otherwise
deal in and exercise all rights, powers, privileges, and all
other incidents of ownership or possession with respect to,
all of the Company's property, including the Contracts and
any property or interest that may be acquired by the Company
as a result of any distribution in respect of the Contracts
and any property received by the Company as a contribution
from the Member;
(iv) to execute and deliver, and to perform its obligations under,
one or more trust agreements (the "Trust Agreements"), to
sell or otherwise transfer all or any of the Contracts to one
or more trusts formed by such Trust Agreements ("Trusts") for
the purpose of issuing and selling from time to time in
public or private offerings (including to any affiliate of
the Member) series of consumer loan backed certificates or
debt securities ("Securities") representing fractional
undivided interests in, or debt secured by Contracts, to
execute and deliver, and to perform its obligations under,
any amendments, supplements or assignments, reassignments or
reconveyances of Contracts and other assets related to the
Trust Agreements, to provide for the issuance of additional
obligations under the Trust Agreements and other documents
related to the issuance of such obligations, and to engage in
any activities necessary, appropriate or convenient to the
operation of the Trusts formed by such Trust Agreements, and
to execute, deliver and perform any other agreement, notice
or document in connection with, relating to, or contemplated
by the Trust Agreements;
(v) in its name as registrant and as depositor to the Trusts, to
execute and file with the Securities and Exchange Commission
("Commission") one or more registration statements on the
appropriate form (collectively, the "Registration Statement")
for the registration under the Securities Act of 1933, as
amended ("Securities Act"), of the Securities to be issued by
the Trusts and to execute and file such amendment or
amendments (both pre-effective and post-effective) and
schedules and exhibits to the Registration Statement as may
be deemed necessary or appropriate and to prepare and file
with the Commission prospectuses and prospectus supplements
relating to the issuance of the Securities and supplements
thereto;
(vi) to execute and deliver, and to perform its obligations under,
one or more servicing agreements, sale and servicing
agreements, pooling and servicing agreements, indenture
agreements, underwriting agreements or similar agreements
(collectively, the "Trust Documents"), pursuant to which
Contracts will be sold to Trusts and will be serviced and
Securities will be issued or sold, to execute and deliver,
and to perform its obligations under, any amendments,
supplements or assignments, reassignments or reconveyances of
receivables and other assets related to any of the Trust
Documents, and to engage in any activities necessary,
appropriate or convenient to, and to execute, deliver and
perform any other agreement, notice or documents in
connection with, relating to or contemplated by, the Trust
Documents;
(vii) to execute and deliver, and to perform its obligations under
one or more cash collateral account agreements, letter of
credit agreements, reimbursement agreements, swap agreements
or other forms of agreement providing credit or payment
enhancement (and any related documents, certificates and
instruments) with respect to the Contracts sold to the Trust
(collectively, "Credit Enhancement Agreements") with any
bank, insurance company or other person or entity;
(viii) to execute and deliver, and to perform its obligations under,
each document or agreement to which it becomes a party, and
to execute and deliver, and to perform its obligations under,
any amendments or supplements related to the foregoing, and
to engage in any activities necessary, appropriate or
convenient to, and to execute, deliver and perform any other
agreement, notice or document in connection with, relating to
or contemplated by, the foregoing;
(ix) to acquire, hold, enjoy, sell or otherwise transfer and grant
rights in all of the rights and privileges of any
certificate, interest or other indicia of beneficial
ownership or any Securities issued by any Trust or any other
person or entity to the Company pursuant to any Purchase
Agreement, Trust Agreement, Trust Document, Credit
Enhancement Agreement or other document, and to transfer such
certificate, interest or other indicia of beneficial
ownership interest to another person or entity;
(x) to engage in any activities necessary, appropriate or
convenient to, and to execute, deliver and perform any other
agreement, notice or document in connection with or relating
to, the activities described above, including the filing of
any notices, applications, financing statements and other
documents necessary, advisable or convenient to comply with
any applicable laws, statutes, rules and regulation;
(xi) to acquire, own, hold, sell, transfer, service, convey,
safekeep, dispose of, pledge, assign, borrow money against,
finance, refinance or otherwise deal with, publicly or
privately issued asset backed securities (whether with
unrelated third parties or with affiliated entities); and
(xii) to engage in any lawful act or activity and to exercise any
powers permitted to limited liability companies organized
under the laws of the State of Delaware that are related or
incidental to, or necessary, convenient or advisable for the
accomplishment of, the above-mentioned purposes (including
the entering into of referral, management, servicing and
administration agreements).
(b) execute, deliver and perform, and any Officer is authorized to
execute and deliver the Purchase Agreements, Trust Agreements, Trust
Documents, Credit Enhancement Agreements and all documents,
agreements, certificates, assignments, reassignments, amendments,
supplements or financing statements contemplated thereby or related
thereto, all without any further act, vote or approval of any
Member, Director, Officer or other person or entity notwithstanding
any other provision of this Agreement, the Act or applicable law,
rule or regulation. The foregoing authorization shall not be deemed
a restriction on the powers of any Director or Officer to enter into
other agreements on behalf of the Company.
5. Specific Officer Authorizations. To accomplish the Company's purposes,
but subject to all the provisions of this Agreement, the officers of the
Company ("Officers") are authorized as follows:
(a) The Treasurer, with the written approval of the Board of Directors,
and subject to any other limitations specified in this Agreement, is
authorized to form or cause to be formed, from time to time, one or
more Trusts for the purpose of issuing and selling the Securities,
and determine the terms of the Securities, including, without
limitation, the relative principal amounts, underwriting discounts,
placement fees, the stated rate or rates of interest, the maturity
dates and the offering prices to the public or private purchasers;
provided, however, that the aggregate of the principal amount of all
Securities issued by such Trusts shall not exceed $3,000,000,000, or
such other amount that is approved by the Member.
(b) The President and Chief Executive Officer and the Treasurer and each
Senior Vice President, each Vice President and each Secretary or
Assistant Secretary of the Company, be, and each of them hereby is,
designated as an "Authorized Officer" for all purposes and
authorizations set forth in this Agreement. The Authorized Officers
are, and each of them acting singly is, authorized:
(i) to prepare, execute and file with the Commission under the
Securities Act of 1933 one or more Registration Statements,
such amendment or amendments (both pre-effective and
post-effective) and schedules and exhibits thereto and such
prospectuses and prospectus supplements relating to the
issuance of the Securities and such supplements thereto, all
as they may deem necessary or appropriate;
(ii) to execute and deliver on behalf of the Company and in its
name and on behalf of each director of the Company a power of
attorney, appointing the President and Chief Executive
Officer, Chief Financial Officer and Secretary of the
Company, or any one of them, to act as attorneys-in-fact for
the purpose of executing and filing with the Commission the
Registration Statement and any and all amendments (both
pre-effective and post-effective) or supplements thereto with
any schedules and exhibits and other documents, and to act as
agents for service of process by the Commission to be named
as such in the Registration Statement with all the powers
incident to such appointments;
(iii) to negotiate, execute and deliver on behalf of the Company,
Purchase Agreements, Trust Agreements, Trust Documents,
Credit Enhancement Agreements or other agreements or
arrangements with such underwriters or other persons or
entities as shall be specified in the Registration Statement,
providing for the sale of the Securities and containing such
representations, conditions, covenants and agreements as the
Authorized Officer executing the same shall approve, the
execution thereof by such Authorized Officer to be conclusive
evidence of such approval; and that the Authorized Officers
are, and each of them is, acting singly, authorized and
empowered to execute and deliver or cause to be executed and
delivered any and all certificates, documents and instruments
as any Authorized Officer may approve as necessary or
desirable in order to enable the Company fully and properly
to perform its obligations under any such agreements or
arrangements, the execution of any such certificate,
document or instrument to be conclusive evidence of such
approval;
(iv) to enter into, on behalf of the Company, one or more Credit
Enhancement Agreements with such bank, insurance company or
other financial institution as shall be selected by the
Authorized Officers, with such terms and conditions as may be
approved by the Authorized Officer executing the same, the
execution and delivery of which shall evidence conclusively
the Company's approval of the terms and conditions thereof;
(v) to cause to be prepared, executed and filed all listing
applications, indemnity agreements and other documents for
the listing of the Securities on any securities exchange and
the registration of the Securities under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), to cause
to be prepared, executed and filed all applications, reports,
surety bonds, irrevocable consents and appointments of
attorneys for service of process, documents and instruments
as may be deemed necessary or appropriate in order to
register or qualify the Securities for issuance and sale or
to exempt the issuance and sale under the securities laws of
the various jurisdictions in which the Securities are to be
sold and to cause to be prepared, executed, acknowledged,
verified, filed, delivered or acknowledged such applications,
reports, undertakings, resolutions, and other papers and
instruments, and requests for rulings from appropriate
federal and state banking, tax, securities and other agencies
having jurisdiction as may be necessary or appropriate to
provide for the issuance of the Securities and to accomplish
the purpose and intent of this Agreement;
(vi) from time to time to do, or cause to be done, all such other
acts and things and to execute and deliver or cause to be
executed and delivered all such instruments, agreements,
certificates and documents, as any such officer shall deem
necessary, desirable, or appropriate to carry out the purpose
and intent of this Agreement; and
(c) All actions taken and expenses incurred by any Officers prior to the
effective date of this Agreement in furtherance of any of the
purposes
stated or actions authorized in this Agreement are ratified,
confirmed, adopted and approved.
6. Principal Business Office. The principal business office of the
Company shall be located at such location as may hereafter be determined by
the Member.
7. Registered Office. The address of the registered office of the Company
in the State of Delaware is c/o The Corporation Trust Company, Corporation
Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx
00000.
8. Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
9. Members. The name and the mailing address of the Member is set forth
on Schedule A attached hereto.
10. Limited Liability. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and neither the Member nor any Director shall be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a member or manager of the Company.
11. Capital Contributions. The Member is deemed admitted as the member of
the Company upon its execution and delivery of this Agreement. The Member will
contribute the amount of United States Dollars to the Company as listed on
Schedule A attached hereto.
12. Additional Contributions. The Member is not required to make any
additional capital contribution to the Company. However, a Member may make
additional capital contributions to the Company with the written consent of
the Member.
13. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member.
14. Distributions. Distributions shall be made to the Member at the times
and in the aggregate amounts determined by the Board of Directors.
Notwithstanding any provision to the contrary contained in this Agreement, the
Company shall not make a distribution to any Member on account of its interest
in the Company if such distribution would violate the Act or other applicable
law.
15. Management. The business and affairs of the Company shall be managed
by or under the direction of a board comprised of one or more directors (each,
a "Director" and collectively, the "Directors") elected, designated or
appointed by the Member. A director is hereby designated as a "manager" of the
Company within the meaning of Section 18-101(10) of the Act. The Directors
shall have the power to do any and all acts necessary, convenient or
incidental to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise. To the extent of their powers
set forth in this Agreement, the Directors are agents of the Company for the
purpose of the Company's business, and the actions of the Directors taken in
accordance with such powers set forth in this Agreement shall bind the
Company. Except as provided in this Agreement, in exercising their rights and
performing their duties under this Agreement, the Directors shall have
fiduciary duties identical to those of directors of a business corporation
organized under the Delaware General Corporation Law. The initial Directors
and the Chairman of the board of directors of the Company designated by the
Member are listed on Schedule B hereto.
16. Officers. The Member may, from time to time as it deems advisable,
appoint officers of the Company (the "Officers") and assign in writing titles
(including, without limitation, President, Chief Financial Officer, Vice
President and Secretary) to any such person. Unless the Member decides
otherwise, if the title is one commonly used for officers of a business
corporation formed under the Delaware General Corporation Law, the assignment
of such title shall constitute the delegation to such person of the
authorities and duties that are normally associated with that office. Any
delegation pursuant to this Section 16 may be revoked at any time by the
Member. The initial Officers of the Company designated by the Member are
listed on Schedule C hereto.
17. Other Business. The Member may engage in or possess an interest in
other business ventures (unconnected with the Company) of every kind and
description, independently or with others. The Company shall not have any
rights in or to such independent ventures or the income or profits therefrom
by virtue of this Agreement.
18. Exculpation and Indemnification. No Member, Officer or Director shall
be liable to the Company, or any other person or entity who has an interest in
the Company, for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Member, Officer or Director in good
faith on behalf of the Company and in a manner reasonably believed to be
within the scope of the authority conferred on such Member, Officer or
Director by this Agreement, except that a Member, Officer or Director shall be
liable for any such loss, damage or claim incurred by reason of such Member's,
Officer's or Director's gross negligence or willful misconduct. To the fullest
extent permitted by applicable law, a Member, Officer or Director shall be
entitled to indemnification from the Company for any loss, damage or claim
incurred by such Member, Officer or Director by reason of any act or omission
performed or omitted by
such Member, Officer or Director in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the authority conferred
on such Member, Officer or Director by this Agreement, except that no Member,
Officer or Director shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Member, Officer or Director by reason
of gross negligence or willful misconduct with respect to such acts or
omissions; provided, however, that any indemnity under this Section 18 shall
be provided out of and to the extent of Company assets only, and no Member
shall have personal liability on account thereof.
19. Assignments. A Member may assign in whole or in part its limited
liability company interest with the written consent of the Member. If a Member
transfers all of its interest in the Company pursuant to this Section, the
transferee shall be admitted to the Company upon its execution of an
instrument signifying its agreement to be bound by the terms and conditions of
this Agreement. Such admission shall be deemed effective immediately prior to
the transfer, and, immediately following such admission, the transferor Member
shall cease to be a member of the Company.
20. Resignation. A Member may resign from the Company with the written
consent of the Member. If a Member is permitted to resign pursuant to this
Section, an additional member of the Company shall be admitted to the Company,
subject to Section 21, upon its execution of an instrument signifying its
agreement to be bound by the terms and conditions of this Agreement. Such
admission shall be deemed effective immediately prior to the resignation, and,
immediately following such admission, the resigning Member shall cease to be a
member of the Company.
21. Admission of Additional Members. One (1) or more additional members
of the Company may be admitted to the Company with the written consent of the
Member.
22. Dissolution.
(a) The Company shall dissolve, and its affairs shall be wound up
upon the first to occur of the following: (i) the written
consent of the Member, (ii) at any time there are no members
of the Company, unless the business of the Company is
continued in a manner permitted by the Act, or (iii) the
entry of a decree of judicial dissolution under Section
18-802 of the Act.
(b) The bankruptcy (as defined in the Act) of the Member will not
cause the Member to cease to be a member of the Company and
upon the occurrence of such an event, the business of the
Company shall continue without dissolution.
(c) In the event of dissolution, the Company shall conduct only
such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an
orderly manner), and the assets of the Company shall be
applied in the manner, and in the order of priority, set
forth in Section 18-804 of the Act.
23. Separability of Provisions. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.
24. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.
25. Entire Agreement. This Agreement constitutes the entire agreement of
the Member with respect to the subject matter hereof.
26. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.
27. Amendments. This Agreement may not be modified, altered, supplemented
or amended except pursuant to a written agreement executed and delivered by
the Member.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the day 3rd of October, 2002.
REGIONS BANK
By: /s/ D. Xxxxx Xxxxxx
---------------------------
Name: D. Xxxxx Xxxxxx
Title: Executive Vice President
Schedule A
to Regions Acceptance LLC Limited Liability Company Agreement
MEMBER
------
------------------------------ --------------------------------- ---------------------------- -----------------
Name Mailing Address Agreed Value of Percentage
---- --------------- Capital Contribution Interest
-------------------- --------
------------------------------ --------------------------------- ---------------------------- -----------------
Regions Bank 000 Xxxxx 00xx Xxxxxx $100 100%
Xxxxxxxxxx, Xxxxxxx
00000
------------------------------ --------------------------------- ---------------------------- -----------------
------------------------------ --------------------------------- ---------------------------- -----------------
Schedule B
to Regions Acceptance LLC Limited Liability Company Agreement
DIRECTORS
---------
1. Xxx Xxxx (Chairman of the Board)
2. Xxxx Xxxxx
3. Xxxxxxx Xxxxxx
Schedule C
to Regions Acceptance LLC Limited Liability Company Agreement
OFFICERS TITLE
-------- -----
Xxx Xxxx President and Chief Executive
Officer
Xxxx Xxxxx Vice President and Treasurer
Xxxxxxx Xxxxxx Vice President and Secretary
