<PAGE>   1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                     FRANKLIN CREDIT MANAGEMENT CORPORATION



            The undersigned, FRANKLIN CREDIT MANAGEMENT CORPORATION (the
"Corporation"), a corporation existing under the laws of the State of Delaware,
hereby certifies as follows:

1. The name of the Corporation is FRANKLIN CREDIT MANAGEMENT CORPORATION.

2. The original Certificate of Incorporation of the Corporation (previously
named "Miramar Resources, Inc.") was filed with the Secretary of State of the
State of Delaware on February 24, 1988.

3. The Amended and Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on December 30, 1994.


4. The Amended and Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on December 6, 1996.


5. The amendment and restatement of the Certificate of Incorporation as
hereinafter set forth has been duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.


6. The text of the Certificate of Incorporation is amended and restated in full
to read as follows:
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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                     FRANKLIN CREDIT MANAGEMENT CORPORATION


            Pursuant to ss. 245 of the Delaware General Corporation Law, the
Certificate of Incorporation of Franklin Credit Management Corporation as
originally filed on the 24th day of February, 1988, as amended and restated on
the 30th day of December, 1994 and as amended and restated on the 6th day of
December, 1996, shall be amended and restated to read in its entirety as
follows:

            This Restated Certificate of Incorporation of Franklin Credit
Management Corporation has been adopted pursuant to the provisions of ss. 245 of
the Delaware General Corporation Law and approved by the stockholders of the
Company.

                                   ARTICLE I.

            The name of the Corporation shall be Franklin Credit Management
Corporation.

                                   ARTICLE II.

            The address of the registered office of the Corporation in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of the registered agent of the Corporation at such address is
The Corporation Trust Company.

                                  ARTICLE III.

            The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

                                   ARTICLE IV.

            A. The aggregate number of shares which the Corporation shall have
authority to issue is twenty five million (25,000,000), consisting of twenty two
million (22,000,000) shares of Common Stock, par value $.01 per share (the
"Common Stock") and three million (3,000,000) shares of undesignated Preferred
Stock, par value $.001 per share (the "Preferred Shares").

            B. Authority is hereby expressly granted to the Board of Directors
(or a committee thereof designated by the Board of Directors pursuant to the
Corporation's By-Laws, as from time to time amended, to issue the Preferred
Shares from time to time as preferred shares of any series and to declare and
pay dividends thereon in accordance with the terms thereof and, in connection
with the creation of each such series, to fix by the resolution or resolutions
providing for the issue of shares thereof, the number of share of such series,
and the designations, powers, preferences, and rights (including voting rights),
and the qualifications, limitations, and restrictions, of such series, to the
full extent now or hereafter permitted by the laws of the State of Delaware.

                                   ARTICLE V.

            The Board of Directors shall have the power to adopt, amend or
repeal the Corporation's By-Laws.

                                   ARTICLE VI.
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            A. All persons whom the Corporation is empowered to indemnify
pursuant to the provisions of Section 145 of the General Corporation Law of the
State of Delaware (or any similar provision or provisions of applicable law at
the time in effect) shall be indemnified by the Corporation to the full extent
permitted thereby. The foregoing right of indemnification shall include, without
limitation, indemnification for and as incurred, reasonable attorneys' fees and
expenses incurred in connection with investigating, preparing or defending any
claims, or, if not a party, of responding as a custodian of documents or in any
manner related thereto. The foregoing right of indemnification shall not be
deemed to be exclusive of any other such rights to which those seeking
indemnification from the Corporation may be entitled, including, but not limited
to, any rights of indemnification to which they may be entitled pursuant to any
agreement, insurance policy, other by-law or charter provision, vote of
stockholders or directors, or otherwise. No repeal or amendment of this Article
VI shall adversely affect any rights of any person pursuant to this Article VI
which existed at the time of such repeal or amendment with respect to acts or
omissions occurring prior to such repeal or amendment.

            B. No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article VI.B shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

                                  ARTICLE VII.

            The number of directors of the Corporation shall be fixed from time
to time by its By-Laws and may be increased or decreased as therein provided,
but the number thereof shall in no event be less than three nor more than nine.
The Board of Directors shall be divided into three classes, as nearly equal in
number as the then total number of directors constituting the whole Board
permits, it not being required that each class have the same number of members
if such is mathematically impossible, with the term of office of one class
expiring each year. At the Corporation's first annual meeting of stockholders,
directors of the first class shall be elected to hold office for a term expiring
at the next succeeding annual meeting, directors of the second class shall be
elected to hold office for a term expiring at the second succeeding annual
meeting and directors of the third class shall be elected to hold office for a
term expiring at the third succeeding annual meeting. Thereafter, at each annual
meeting of stockholders the successors to the class of directors whose term
shall then expire shall be elected to hold office for a term expiring at the
third succeeding annual meeting after such election. In the event of any
increase in the number of directors of the Corporation, the additional directors
shall be so classified that all classes of directors shall be increased equally
as nearly as may be possible. In the event of any decrease in the number of
directors of the Corporation, all classes of directors shall be decreased
equally as nearly as possible.

                                  ARTICLE VIII.

            A.    Except as otherwise provided in clause B of this Article VIII:

                  i.    any merger or consolidation of the Corporation with or
                        into any corporation;

                  ii.   any sale, lease, exchange or other disposition of all or
                        any substantial part of the assets of the Corporation to
                        or with any other corporation, person or other entity;
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                  iii.  the issuance or transfer of any securities of the
                        Corporation to any other corporation, person or other
                        entity in exchange for assets or securities or a
                        combination thereof (except assets or securities or a
                        combination thereof so acquired in a single transaction
                        or a series of related transactions having an aggregate
                        fair market value of less than $250,000); or

                  iv.   the issuance or transfer of any securities of the
                        Corporation to any other corporation, person or other
                        entity for cash;

shall require the affirmative vote of the holders of at least a majority of the
outstanding shares of voting capital stock of the Corporation which are not
beneficially owned by such other corporation, person or other entity if, as of
the record date for the determination of stockholders entitled to notice thereof
and to vote thereon, such other corporation, person or entity is the beneficial
owner, directly or indirectly, of 10% or more of the outstanding shares of
voting capital stock of the Corporation entitled to vote generally in the
election of directors, considered for the purposes of this Article VIII as one
class. Such affirmative vote shall be required notwithstanding the fact that no
vote may be required, or that some lesser percentage may be specified, by law or
in any agreement with any national securities exchange.

            B. The provisions of this Article VIII shall not apply to any
transaction described in subclauses (i), (ii), (iii), or (iv) of clause A of
this Article VIII, (i) with another corporation if a majority, by vote, of the
outstanding shares of all classes of capital stock of such other corporation
entitled to vote generally in the election of directors, considered for this
purpose as one class, is owned of record or beneficially by this Corporation
and/or its subsidiaries; (ii) with another corporation, person or other entity
if the Board of Directors of the Corporation shall by resolution have approved a
memorandum of understanding with such other corporation, person or other entity
with respect to and substantially consistent with such transaction prior to the
time such other corporation, person or other entity became the beneficial owner,
directly or indirectly, of 10% or more the outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors; or
(iii) approved by resolution adopted by the affirmative vote of at least
three-fourths of the members of the whole Board of Directors of the Corporation
at any time prior to the consummation thereof.

            C. For the purposes of this Article VIII, a corporation, person or
other entity shall be deemed to be the beneficial owner of any shares of capital
stock of the Corporation (i) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise; or (ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (i) above), by any
other corporation, person or other entity with which it is or its "affiliate" or
"associate" (as defined below) has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of capital stock of
the Corporation or which is its "affiliate" or "associate" as those terms were
defined in Rule 12b-2 of the general rules and regulations under the Securities
Exchange Act of 1934 as in effect on December 1, 1987. For the purposes of this
Article VIII, the outstanding shares of any class of capital stock of the
Corporation shall include shares deemed owned through the application of
subclauses (i) and (ii) of this clause C but shall not include any other shares
which may be issuable pursuant to any agreement, or upon exercise of conversion
rights, warrants or options, or otherwise.

            D. The Board of Directors of the Corporation shall have the power
and duty to determine for the purposes of this Article VIII, on the basis of
information then known to it, whether (i) any other corporation, person or other
entity beneficially owns, directly or indirectly, 10% or more of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors, or in an "affiliate" or an "associate" (as defined above)
of another, (ii) any proposed sale, lease, exchange or other disposition of part
of the assets of the Corporation involves a substantial part of the assets of
the Corporation, (iii) assets or securities, or a combination thereof, to be
acquired in exchange for securities of the Corporation, have an aggregate fair
market value of less than $250,000 and whether the same are 
<PAGE>   5

proposed to be acquired in a single transaction or a series of related
transactions, and (iv) the memorandum of understanding referred to above is
substantially consistent with the transaction to which it relates. Any such
determination by the Board shall be conclusive and binding for all purposes of
this Article VIII.

            E. The Board of Directors of the Corporation, when evaluating any
offer of another party to (i) purchase or exchange any securities or property
for any outstanding equity securities of the Corporation, (ii) merge or
consolidate the Corporation with another corporation, or (iii) purchase or
otherwise acquire all or substantially all of the properties and assets of the
Corporation, shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and its
stockholders, give due consideration not only to the price or other
consideration being offered but also to all other relevant factors, including
without limitation the financial and managerial resources and future prospects
of the corporation and its subsidiaries and on the customers, employees, and
other constituents of the corporation and its subsidiaries; and the possible
effects on the communities and the public interest which the Corporation and its
subsidiaries serve.
<PAGE>   6


            IN TESTIMONY WHEREOF, witness the signatures of Frank B. Evans, Jr.,
Vice President and Chief Financial Officer, and John Devine, Secretary this 8th
day of October, 1997.

                                   FRANKLIN CREDIT MANAGEMENT
                                     CORPORATION


                                   By:/s/ Frank B. Evans
                                      ---------------------
                                      Frank B. Evans, Jr.
                                      Vice President and
                                      Chief Financial Officer


                                   Attest:


                                   By:/s/ John Devine
                                      ------------------
                                      John Devine, Secretary