GREENPOINT MORTGAGE SECURITIES INC/
305B2, EX-1, 2000-06-27
ASSET-BACKED SECURITIES
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                                                                       Exhibit 1

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                                    RESTATED
                                  ORGANIZATION
                                   CERTIFICATE
                                       OF
                              BANKERS TRUST COMPANY


                               Under Section 8007
                               Of the Banking Law









                              BANKERS TRUST COMPANY
                               130 Liberty Street
                              New York, N.Y. 10006

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                        RESTATED ORGANIZATION CERTIFICATE
                                       OF
                              BANKERS TRUST COMPANY
                     Under Section 8007 of the Banking Law.


      We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
BANKERS TRUST COMPANY, do hereby certify:

      1.  The name of the corporation is Bankers Trust Company.

      2. The organization certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on March 5, 1903.

      3. The text of the organization certificate, as amended heretofore, is
hereby restated without further amendment or change to read as herein set forth
in full, to wit:

                          "CERTIFICATE OF ORGANIZATION
                                       of
                              BANKERS TRUST COMPANY

      KNOW ALL MEN BY THESE PRESENTS That we, the undersigned, James A. Blair,
James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A.
Barton Hepburn, William Logan, Gates W. McGrarrah, George W. Perkins, William
H. Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F.
C. Young, all being persons of full age and citizens of the United States, and
a majority of us being residents of the State of New York, desiring to form a
corporation to be known as a Trust Company, do hereby associate ourselves
together for that purpose under and pursuant to the laws of the State of New
York, and for such purpose we do hereby, under our respective hands and seals,
execute and duly acknowledge this Organization Certificate in duplicate, and
hereby specifically state as follows, to wit:

      I.  The name by which the said corporation shall be known is Bankers
Trust Company.

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                                       2


      II.  The place where its business is to be transacted is the City of New
York, in the State of New York.

      III. Capital Stock: The amount of capital stock which the corporation is
hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand,
Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million,
One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a
par value of One Million Dollars ($1,000,000) each designated as Series
Preferred Stock.

      (a)  Common Stock

      1.  Dividends:  Subject to all of the rights of the Series Preferred
Stock, dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the corporation legally available
for the payment of dividends.

      2. Voting Rights: Except as otherwise expressly provided with respect to
the Series Preferred Stock or with respect to any series of the Series Preferred
Stock, the Common Stock shall have the exclusive right to vote for the election
directors and for all other purposes, each holder of the Common Stock being
entitled to one vote for each share thereof held.

      3. Liquidation: Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

      4. Preemptive Rights: No holder of Common Stock of the corporation shall
be entitled, as such, as a matter of right, to subscribe for or purchase any
part of any new or additional issue of stock of any class or series whatsoever,
any rights or options to purchase stock of any class or series whatsoever, or
any securities convertible into, exchangeable for or carrying rights or options
to purchase stock of any class or series whatsoever, whether now or hereafter
authorized, and whether issued for cash or other consideration, or by way of
dividend or other distribution.

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                                        3

(b)  Series Preferred Stock

      1. Board Authority: The Series Preferred Stock may be issued from time to
time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article III, to issue from time to
time Series Preferred Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate pursuant to the Banking Law,
the number of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by law, to convert
into shares of any class or into shares of any series of any class), preferences
and limitations of the shares in each such series, including, but without
limiting the generality of the foregoing, the following:

            (i) The number of shares to constitute such series (which number may
      at any time, or from time to time, be increased or decreased by the Board
      of Directors, notwithstanding that shares of the series may be outstanding
      at the time of such increase or decrease, unless the Board of Directors
      shall have otherwise provided in creating such series) and the distinctive
      designation thereof;

            (ii) The dividend rate on the shares of such series, whether or not
      dividends on the shares of such series shall be cumulative, and the date
      or dates, if any, from which dividends thereon shall be cumulative;

            (iii) Whether or not the shares of such series shall be redeemable,
      and, if redeemable, the date or dates upon or after which they shall be
      redeemable, the amount or amounts per share (which shall be, in the case
      of each share, not less than its preference upon involuntary liquidation,
      plus an amount equal to all dividends thereon accrued and unpaid, whether
      or not earned or declared) payable thereon in the case of the redemption
      thereof, which amount may vary at different redemption dates or otherwise
      as permitted by law;

            (iv) The right, if any, of holders of shares of such series to
      convert the same into, or exchange the same for, Common Stock or other
      stock as permitted by law, and the terms and conditions of such conversion
      or exchange, as well as provisions for adjustment of the conversion rate
      in such events as the Board of Directors shall determine;

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                                        4


            (v) The amount per share payable on the shares of such series upon
      the voluntary and involuntary liquidation, dissolution or winding up of
      the corporation;

            (vi) Whether the holders of shares of such series shall have voting
      power, full or limited, in addition to the voting powers provided by law
      and, in case additional voting powers are accorded, to fix the extent
      thereof; and

            (vii) Generally to fix the other rights and privileges and any
      qualifications, limitations or restrictions of such rights and privileges
      of such series, provided, however, that no such rights, privileges,
      qualifications, limitations or restrictions shall be in conflict with the
      organization certificate of the corporation or with the resolution or
      resolutions adopted by the Board of Directors providing for the issue of
      any series of which there are shares outstanding.

      All shares of Series Preferred Stock of the same series shall be identical
in all respects, except that shares of any one series issued at different times
may differ as to dates, if any, from which dividends thereon may accumulate. All
shares of Series Preferred Stock of all series shall be of equal rank and shall
be identical in all respects except that to the extent not otherwise limited in
this Article III any series may differ from any other series with respect to any
one or more of the designations, relative rights, preferences and limitations
described or referred to in subparagraphs (i) to (vii) inclusive above.

      2. Dividends: Dividends on the outstanding Series Preferred Stock of each
series shall be declared and paid or set apart for payment before any dividends
shall be declared and paid or set apart for payment on the Common Stock with
respect to the same quarterly dividend period. Dividends on any shares of Series
Preferred Stock shall be cumulative only if and to the extent set forth in a
certificate filed pursuant to law. After dividends on all shares of Series
Preferred Stock (including cumulative dividends if and to the extent any such
shares shall be entitled thereto) shall have been declared and paid or set apart
for payment with respect to any quarterly dividend period, then and not
otherwise so long as any shares of Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out the assets
or funds of the corporation legally available therefor.

      All Shares of Series Preferred Stock of all series shall be of equal rank,
preference and priority as to dividends irrespective of whether or not the rates

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                                        5


of dividends to which the same shall be entitled shall be the same and when the
stated dividends are not paid in full, the shares of all series of the Series
Preferred Stock shall share ratably in the payment thereof in accordance with
the sums which would be payable on such shares if all dividends were paid in
full, provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

      3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

      4. Liquidation: In the event of any liquidation, dissolution or winding up
of the corporation, whether voluntary or involuntary, each series of Series
Preferred Stock shall have preference and priority over the Common Stock for
payment of the amount to which each outstanding series of Series Preferred Stock
shall be entitled in accordance with the provisions thereof and each holder of
Series Preferred stock shall be entitled to be paid in full such amount, or have
a sum sufficient for the payment in full set aside, before any payments shall be
made to the holders of the Common Stock. If, upon liquidation, dissolution or
winding up of the corporation, the assets of the corporation or proceeds
thereof, distributable among the holders of the shares of all series of the
Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of the Common Stock.

      5. Redemption: In the event that the Series Preferred Stock of any series
shall be made redeemable as provided in clause (iii) of paragraph 1 of section
(b) of this Article III, the corporation, at the option of the Board of
Directors, may redeem at any time or times, and from time to time, all or any
part of any one or more series of Series Preferred Stock outstanding by paying
for each share the then applicable redemption price fixed by the Board of
Directors as provided herein, plus an amount equal to accrued and unpaid

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                                        6

dividends to the date fixed for redemption, upon such notice and terms as may be
specifically provided in the certificate files pursuant to law with respect to
the series.

      6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter of right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend.

      (c)  Provisions relating to Floating Rate Non-Cumulative Preferred Stock,
Series A.  (Liquidation value $1,000,000 per share.)

      1.  Designation:  The distinctive designation of the series established
hereby shall by "Floating Rate Non-Cumulative Preferred Stock, Series A"
(hereinafter called "Series A Preferred Stock").

      2. Number: The number of shares of Series A Preferred Stock shall
initially by 250 shares. Shares of Series A Preferred Stock redeemed, purchased
or otherwise acquired by the corporation shall be canceled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series.

      3.  Dividends:

      (a) Dividend Payment Dates. Holders of the Series A Preferred Stock shall
be entitled to receive non-cumulative cash dividends when, as and if declared by
the Board of Directors of the corporation, out of funds legally available
therefor, from the date of original issuance of such share (the Issue Date") and
such dividends will be payable on March 28, June 28, September 28 and December
28 of each year ("Dividend Payment Date") commencing September 28, 1990, at a
rate per annum as determined in paragraph 3(b) below. The period beginning on
the Issue Date and ending on the day preceding the first Dividend Payment Date
and each successive period beginning on a Dividend Payment Date and ending on
the day preceding the next succeeding Dividend Payment Date is herein called a
"Dividend Period". If any Dividend Payment Date shall be, in The City of New
York, a Sunday or a legal holiday or a day on which banking institutions are
authorized by law to close, then payment will be postponed to the next
succeeding business day with the same force and effect as if made on the
Dividend Payment Date, and no



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                                        7


interest shall accrue for such Dividend Period after such Dividend Payment Date.

      (b) Dividend Rate. The dividend rate from time to time payable in respect
of Series A Preferred Stock (the "Dividend Rate") shall be determined on the
basis of the following provisions:

      (i) On the Dividend Determination Date, LIBOR will be determined on the
basis of the offered rates for deposits in U.S. dollars having a maturity of
three months commencing on the second London Business Day immediately following
such Dividend Determination Date, as such rates appear on the Reuters screen
LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in
respect of such Dividend Determination Date will be the arithmetic mean (rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of such offered rates. If fewer than those offered
rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.

      (ii) On any Dividend Determination Date on which fewer than those offered
rates for the applicable maturity appear on the Reuters Screen LIBOR Page as
specified in paragraph (I) above, LIBOR will be determined on the basis of the
rates at which deposits in U.S. dollars having a maturity of three months
commencing on the second London Business Day immediately following such Dividend
Determination Date and in a principal amount of not less than $1,000,000 that is
representative of a single transaction in such market at such time are offered
by three major banks in the London interbank market selected by the corporation
at approximately 11:00 A.M. London time, on such Dividend Determination Date to
prime banks in the London market. The corporation will requests the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of such quotation. If fewer than two quotations are provided, LIBOR in
respect of such Dividend Determination Date will be the arithmetic mean (rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of the rates quoted by three major banks in New York
City selected by the corporation at approximately 11:00 A.M., New York City
time, on such Dividend Determination Date for loans in U.S. dollars to leading
European


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                                        8


banks having a maturity of three months commencing on the second London Business
Day immediately following such Dividend Determination Date and in a principal
amount of not less than $1,000,000 that is representative of a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid by the corporation are not quoting as aforementioned in
this sentence, then, with respect to such Dividend Period, LIBOR for the
preceding Dividend Period will be continued as LIBOR for such Dividend Period.

      (iii) The Dividend Rate for any Dividend Period shall be equal to the
lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is
determined by sections (i) or (ii) above.

      As used above, the term "Dividend Determination Date" shall mean, with
respect to any Dividend Period, the second London Business Day prior to the
commencement of such Dividend Period; and the term "London Business Day shall
mean any day that is not a Saturday or Sunday and that, in New York City, is not
a day on which banking institutions generally are authorized or required by law
or executive order to close and that is a day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.

      4. Voting Rights: The holders of the Series A Preferred Stock shall have
the voting power and rights set forth in this paragraph 4 and shall have no
other voting power or rights except as otherwise may from time to time be
required by law.

      So long as any shares of Series A Preferred Stock remain outstanding, the
corporation shall not, without the affirmative vote or consent of the holders of
at least a majority of the votes of the Series Preferred Stock entitled to vote
outstanding at the time, given in person or by proxy, either in writing or by
resolution adopted at a meeting at which the holders of Series A Preferred Stock
(alone or together with the holders of one or more other series of Series
Preferred Stock at the time outstanding and entitled to vote) vote separately as
a class, alter the provisions of the Series Preferred Stock so as to materially
adversely affect its rights; provided, however, that in the event any such
materially adverse alteration affects the rights of only the Series A Preferred
Stock, then the alteration may be effected with the vote or consent of at least
a majority of the votes of the Series A Preferred Stock; provided, further, that
an increase in the amount of the authorized Series Preferred Stock and/or the
creation and/or issuance of other series of Series Preferred Stock in accordance
with the organization certificate shall not be, not be deemed to be,

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                                        9


materially adverse alterations. In connection with the exercise of the voting
rights contained in the preceding sentence, holders of all series of Series
Preferred Stock which are granted such voting rights (of which the Series A
Preferred Stock is the initial series) shall vote as a class (except as
specifically provided otherwise) and each holder of Series A Preferred Stock
shall have provided otherwise) and each holder of Series A Preferred Stock shall
have one vote for each share of stock held and each other series shall have such
number of votes, if any, for each share of stock held as may be granted to them.

      The foregoing voting provisions will not apply if, in connection with the
matters specified, provision is made for the redemption or retirement of all
outstanding Series A Preferred Stock.

      5. Liquidation: Subject to the provisions of section (b) of this Article
III, upon any liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, the holders of the Series A Preferred stock shall have
preference and priority over the Common Stock for payment out of the assets of
the corporation or proceeds thereof, whether from capital or surplus, of
$1,000,000 per share (the "liquidation value") together with the amount of any
dividends accrued and unpaid thereon, and after such payment the holders of
Series A Preferred Stock shall be entitled to no other payments.

      6. Redemption: Subject to the provisions of section (b) of this Article
III, Series A Preferred Stock may be redeemed, at the option of the corporation
in whole or part, at any time or from time to time at a redemption price of
$1,000.00 per share, in each case plus accrued and unpaid dividends to the date
of redemption.

      At the option of the corporation, share of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized but
unissued shares of Series Preferred Stock.

      In the case of any redemption, the corporation shall give notice of such
redemption to the holders of the Series A Preferred Stock to be redeemed in the
following manner: a notice specifying the shares to be redeemed and the time and
place of redemption (and, if less than the total outstanding shares are to be
redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be mailed by first class mail, addressed to the holders of
record of the Series A Preferred Stock to be redeemed at their respective
addresses as the same shall appear upon the books of the corporation, not more
than sixty (60) days and not less than thirty (30) days previous to the date
fixed for redemption. In the event such notice is not given to any shareholder
such failure to give notice shall not affect the notice given to other
sharehold-

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                                       10


ers. If less than the whole amount of outstanding Series A Preferred Stock is to
be redeemed, the shares to be redeemed shall be selected by lot or pro rata in
any manner determined by resolution of the Board of Directors to be fair and
proper. From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys
at the time and place of redemption for the payment of the redemption price) all
dividends upon the Series A Preferred Stock so called for redemption shall cease
to accrue, and all rights of the holders of said Series A Preferred Stock as
stockholders in the corporation, except the right to receive the redemption
price (without interest) upon surrender of the certificate representing the
Series A Preferred Stock so called for redemption, duly endorsed for transfer,
if required, shall cease and terminate. The corporation's obligation to provide
moneys in accordance with the preceding sentence shall be deemed fulfilled if,
on or before, the redemption date, the corporation shall deposit with a bank or
trust company (which may be an affiliate of the corporation) having an office in
the Borough of Manhattan, City of New York, having a capital and surplus of at
least $5,000,000, funds necessary for such redemption, in trust, with
irrevocable instructions that such funds be applied to the redemption of the
shares of Series A Preferred Stock so called for redemption. Any interest
accrued on such funds shall be paid to the corporation from time to time. Any
funds so deposited and unclaimed at the end of two (2) years from such
redemption date shall be released or repaid to the corporation, after which the
holders of such shares of Series A Preferred stock so called for redemption
shall look only to the corporation for payment of the redemption price.

      IV.  The name, residence and post office address of each member of the
corporation are as follows:

      Name                    Residence                     Post Office Address

James A. Blair                9 West 50th Street,           33 Wall Street,
                                    Manhattan,                    Manhattan,
                                    New York City                 New York City

James G. Cannon               72 East 54th Street,          14 Nassau Street,
                                    Manhattan,                    Manhattan,
                                    New York City                 New York City

E.C. Converse                 3 East 78th Street,           139 Broadway,
                                    Manhattan,                    Manhattan,
                                    New York City                 New York City

Henry P. Davison              Englewood,                    2 Wall Street,
                                    New Jersey                    Manhattan,
                                                                   New York City

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                                       11


Granville W. Garth            160 West 59th St.,            33 Wall Street
                                    New York City                 Manhattan,
                                                                   New York City

A. Barton Hepburn             205 West 57th St.,            83 Cedar Street,
                                    Manhattan,                    Manhattan,
                                                                   New York City

William Logan                 Montclair,                    13 Nassau Street,
                                    New Jersey                    Manhattan,
                                                                   New York City

Gates W. McGarrah             129 Riverside Ave.,           29 Wall Street,
                                    Manhattan,                    New York City

George W. Perkins             Riverdale,                    23 Wall Street
                                    New York                      Manhattan,
                                                                   New York City

William H. Porter             56 East 67th Street,          270 Broadway
                                    Manhattan,                    Manhattan,
                                                                   New York City

John F. Thompson                    Newark,                 143 Liberty Street,
                                    New Jersey                    Manhattan,
                                                                   New York City

Albert H. Wiggin              42 West 49th Street           214 Broadway,
                                    Manhattan,                    Manhattan,
                                                                   New York City

Samuel Woolverton             Mount Vernon,                 34 Wall Street
                                    New York                      Manhattan,
                                                                   New York City

Edward F.C. Young             85 Glenwood                   1 Exchange Place,
                                    Jersey City,                  Jersey City,
                                    New Jersey                    New Jersey

      V.  The existence of the corporation shall be perpetual.

      VI. The subscribers, the members of the said corporation, do, and each for
himself does, hereby declare that he will accept the responsibilities and
faithfully discharge the duties of a director therein, if elected to act as
such, when authorized in accordance with the provisions of the Banking Law of
the State of New York.

      VII.  The number of directors of the corporation shall be not less than
10 nor more than 25."

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                                       12


      4. The foregoing restatement of the organization certificate was
authorized by the Board of Directors of the corporation at a meeting held on
July 21, 1998.

      IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th
day of August, 1998.

                                                /s/ James T. Byrne, Jr.
                                                -----------------------
                                                      James T. Byrne, Jr.
                                          Managing Director and Secretary

                                                      /s/ Lea Lahtinen
                                                      ----------------
                                                            Lea Lahtinen
                                    Vice President and Assistant Secretary

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                                       13


STATE OF NEW YORK
COUNTY OF NEW YORK      SS.:


      Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements therein
contained are true.

                                                                /s/ Lea Lahtinen
                                                                ----------------
                                                                    Lea Lahtinen

Sworn to before me this
6th day of August, 1998.

      /s/  Sandra L. West
      -------------------
            Notary Public

Sandra L. West
Notary Public, State of New York
No. 31-4942401
Qualified in New York County
Certificate Filed in New York County
Commission Expires September 19, 1998


<PAGE>



                                STATE OF NEW YORK

                               BANKING DEPARTMENT

      I, Manuel Kursky, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law",
dated August 6, 1998, providing for the restatement of the Organization
Certificate and all amendments into a single certificate.

      Witness, my hand and official seal of the Banking Department at the City
of New York, this 31st day of August in the Year of our Lord one thousand nine
hundred and ninety-eight.

(SEAL)

                                                            /s/ Manuel Kursky
                                                            -----------------
                                                Deputy Superintendent of Banks.


<PAGE>


                                STATE OF NEW YORK

                               BANKING DEPARTMENT

      I, Manuel Kursky, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed certificate entitled "CERTIFICATE OF AMENDMENT OF
THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the
Banking Law", dated September 16, 1998, providing for an increase in authorized
capital stock from $3,001,666,670 consisting of 200,166,667 shares with a par
value of $10 each designated as Common Stock and 1,000 shares with a par value
of $1,000,000 each designated as Series Preferred Stock to $3,501,666,670
consisting of 200,166,667 shares with a par value of $10 each designated as
Common Stock and 1,500 shares with a par value of $1,000,000 each designated as
Series Preferred Stock.

      Witness, my hand and official seal of the Banking Department at the City
of New York, this 25th day of September in the Year of our Lord one thousand
nine hundred and ninety-eight.

(SEAL)

                                                            /s/ Manuel Kursky
                                                            -----------------
                                                Deputy Superintendent of Banks.


<PAGE>

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                            ORGANIZATION CERTIFICATE
                            OF BANKERS TRUST COMPANY

                      Under Section 8005 of the Banking Law

      We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

      1.  The name of the corporation is Bankers Trust Company.

      2.  The organization certificate of said corporation was filed by the
Superintendent of Bankers on the 5th day of March 1903.

      3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

      4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

      "III. The amount of capital stock which the corporation is hereafter to
      have is Three Billion One Million, Six Hundred Sixty- Six Thousand, Six
      Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
      Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
      (200,166,667) shares with a par value of $10 each designated as Common
      Stock and 1000 shares with a par value of One Million Dollars ($1,000,000)
      each designated as Series Preferred Stock."

is hereby amended to read as follows:

      "III. The amount of capital stock which the corporation is hereafter to
      have is Three Billion Five Hundred One Million, Six Hundred Sixty-Six
      Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two
      Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
      (200,166,667) shares with a par value of $10 each designated as Common
      Stock and 1500 shares with a par value of One Million dollars ($1,000,000)
      each designated as Series Preferred Stock."

<PAGE>

      5. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th day
of September, 1998.

                                                /s/ James T. Byrne, Jr.
                                                -----------------------
                                                      James T. Byrne, Jr.
                                          Managing Director and Secretary

                                                      /s/ Lea Lahtinen
                                                      ----------------
                                                            Lea Lahtinen
                                    Vice President and Assistant Secretary


STATE OF NEW YORK
COUNTY OF NEW YORK      SS.:


      Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements therein
contained are true.

                                                      /s/ Lea Lahtinen
                                                      ----------------
                                                            Lea Lahtinen

Sworn to before me this
16th day of September, 1998.

      /s/  Sandra L. West
      -------------------
            Notary Public


Sandra L. West
Notary Public, State of New York
No. 31-4942401
Qualified in New York County
Certificate Filed in New York County
Commission Expires September 19, 2000


<PAGE>


                                STATE OF NEW YORK

                               BANKING DEPARTMENT

      I, P. Vincent Conlon, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law", dated December 16, 1998, providing for an increase in
authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

      Witness, my hand and official seal of the Banking Department at the City
of New York, this 18th day of December in the Year of our Lord one thousand nine
hundred and ninety-eight.

(SEAL)

                                                      /s/ P. Vincent Conlon
                                                      ---------------------
                                                Deputy Superintendent of Banks.



<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                            ORGANIZATION CERTIFICATE
                            OF BANKERS TRUST COMPANY

                      Under Section 8005 of the Banking Law

      We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

      1.  The name of the corporation is Bankers Trust Company.

      2.  The organization certificate of said corporation was filed by the
Superintendent of Bankers on the 5th day of March 1903.

      3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

      4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

      "III. The amount of capital stock which the corporation is hereafter to
      have is Three Billion Five Hundred Million, Six Hundred Sixty-Six
      Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two
      Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
      (200,166,667) shares with a par value of $10 each designated as Common
      Stock and 1000 shares with a par value of One Million Dollars ($1,000,000)
      each designated as Series Preferred Stock."

is hereby amended to read as follows:

      "III. The amount of capital stock which the corporation is hereafter to
      have is Three Billion Six Hundred Twenty-Seven Million, Three Hundred
      Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into
      Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred
      Sixty-Seven (212,730,867) shares with a par value of $10 each designated
      as Common Stock and 1500 shares with a par value of One Million dollars
      ($1,000,000) each designated as Series Preferred Stock."

<PAGE>
                                        2


      5. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

      IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th
day of December, 1998.

/s/ James T. Byrne, Jr.
-----------------------
James T. Byrne, Jr.
Managing Director and Secretary

/s/ Lea Lahtinen
----------------
Lea Lahtinen
Vice President and Assistant Secretary


STATE OF NEW YORK
COUNTY OF NEW YORK      SS.:


      Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements therein
contained are true.

                                                                /s/ Lea Lahtinen
                                                                ----------------
                                                                    Lea Lahtinen

Sworn to before me this
16th day of December, 1998.

      /s/  Sandra L. West
      -------------------
            Notary Public


Sandra L. West
Notary Public, State of New York
No. 31-4942401
Qualified in New York County
Certificate Filed in New York County
Commission Expires September 19, 2000


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                            ORGANIZATION CERTIFICATE
                            OF BANKERS TRUST COMPANY

                      Under Section 8005 of the Banking Law

      We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

      1.  The name of the corporation is Bankers Trust Company.

      2.  The organization certificate of said corporation was filed by the
Superintendent of Bankers on the 5th day of March 1903.

      3. The organization certificate as heretofore amended is hereby amended to
reduce the minimum number of directors required from 10 to 7 and to reduce the
maximum number of directors required from 25 to 15.

      4.  Article VI of the organization certificate with reference to the
number of directors, which reads as follows:

      "VII.  The number of directors of the corporation shall be not less than
      10 nor more than 25."

is hereby amended to read as follows:

      "VI.  The number of directors of the corporation shall be not less than 7
      nor more than 15."

      5. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

<PAGE>

      IN WITNESS WHEREOF, we have made and subscribed this certificate this 30th
day of July, 1999.

/s/ James T. Byrne, Jr.
-----------------------
James T. Byrne, Jr.
Managing Director and Secretary



/s/ Lea Lahtinen
----------------
Lea Lahtinen
Vice President and Assistant Secretary



STATE OF NEW YORK
COUNTY OF NEW YORK      SS.:


      Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements therein
contained are true.

                                                                /s/ Lea Lahtinen
                                                                ----------------
                                                                    Lea Lahtinen

Sworn to before me this
30th day of July, 1999.

      /s/  Sandra L. West
      -------------------
            Notary Public



Sandra L. West
Notary Public, State of New York
No. 31-4942401
Qualified in New York County
Certificate Filed in New York County
Commission Expires September 19, 2000



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