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EXHIBIT 3.3
LIMITED LIABILITY COMPANY AGREEMENT
OF
GREENPOINT ASSET LLC
This Limited Liability Company Agreement (together with the schedules
attached hereto, this "Agreement") of GreenPoint Asset LLC (the "Company"), is
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entered into by GreenPoint Credit, LLC, as the sole equity member (the "Member")
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and Innis O'Rourke, Jr., as the Special Member (as defined on Schedule A
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hereto). Capitalized terms used and not otherwise defined herein have the
meanings set forth on Schedule A hereto.
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The Member, by execution of this Agreement, hereby forms the Company as a
limited liability company pursuant to and in accordance with the Delaware
Limited Liability Company Act (6 Del. C. (S) 18-101 et seq.), as amended from
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time to time (the "Act"), and this Agreement, and the Member and Innis O'Rourke,
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Jr. hereby agree as follows:
Section 1. Name.
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The name of the limited liability company formed hereby is GreenPoint Asset
LLC.
Section 2. Principal Business Office.
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The principal business office of the Company shall be located at 10089
Willow Creek Road, San Diego, California 92131, Suite 335, Attention: Charles O.
Ryan, Vice President or such other location as may hereafter be determined by
the Member.
Section 3. Registered Office.
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The address of the registered office of the Company in the State of
Delaware is c/o Lexis Document Services, Inc., 30 Old Rudnick Lane, Suite 100,
Dover, Delaware 19901.
Section 4. Registered Agent.
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The name and address of the registered agent of the Company for service of
process on the Company in the State of Delaware is Lexis Document Services,
Inc., 30 Old Rudnick Lane, Suite 100, Dover, Delaware 19901.
Section 5. Members.
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(a) The mailing address of the Member is set forth on Schedule B attached
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hereto. The Member was admitted to the Company as a member of the Company upon
its execution of a counterpart signature page to this Agreement.
(b) Subject to Section 9(j), the Member may act by written consent.
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(c) Upon the occurrence of any event that causes the Member to cease to be
a member of the Company (other than (i) upon an assignment by the Member of all
of its limited liability company interest in the Company and the admission of
the transferee pursuant to
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Sections 21 and 23, or (ii) the resignation of the Member and the admission of
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an additional member of the Company pursuant to Sections 22 and 23), each person
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acting as an Independent Director pursuant to Section 10 shall, without any
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action of any Person and simultaneously with the Member ceasing to be a member
of the Company, automatically be admitted to the Company as a Special Member and
shall continue the Company without dissolution. No Special Member may resign
from the Company or transfer its rights as Special Member unless (i) a successor
Special Member has been admitted to the Company as Special Member by executing a
counterpart to this Agreement, and (ii) such successor has also accepted its
appointment as Independent Director pursuant to Section 10; provided, however,
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the Special Members shall automatically cease to be members of the Company upon
the admission to the Company of a substitute Member. Each Special Member shall
be a member of the Company that has no interest in the profits, losses and
capital of the Company and has no right to receive any distributions of Company
assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be
required to make any capital contributions to the Company and shall not receive
a limited liability company interest in the Company. A Special Member, in its
capacity as Special Member, may not bind the Company. Except as required by any
mandatory provision of the Act, each Special Member, in its capacity as Special
Member, shall have no right to vote on, approve or otherwise consent to any
action by, or matter relating to, the Company, including, without limitation,
the merger, consolidation or conversion of the Company. In order to implement
the admission to the Company of each Special Member, each person acting as an
Independent Director pursuant to Section 10 shall execute a counterpart to this
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Agreement. Prior to its admission to the Company as Special Member, each person
acting as an Independent Director pursuant to Section 10 shall not be a member
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of the Company.
Section 6. Certificates.
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Charles O. Ryan, is hereby designated as an "authorized person" within the
meaning of the Act, and has executed, delivered and filed 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" ceased, and the
Member thereupon became the designated "authorized person" and shall continue as
the designated "authorized person" within the meaning of the Act. The Member or
an Officer shall execute, deliver and file, or cause to be executed, delivered
and filed any other certificates (and any amendments and/or restatements
thereof) necessary for the Company to qualify to do business in California and
in any other jurisdiction in which the Company may wish to conduct business.
The existence of the Company as a separate legal entity shall continue
until cancellation of the Certificate of Formation as provided in the Act.
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Section 7. Purposes.
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The purpose to be conducted or promoted by the Company is to engage in the
following activities:
(a)
(i) to purchase, accept an assignment of, acquire, own, hold,
collect, pledge, sell, finance or otherwise assign manufactured
housing installment sales contracts and installment loan
contracts (together, the "Contracts"), each manufactured home and
mortgaged property which secures a Contract, any repurchase
obligations with respect to the Contracts, any insurance policies
related to ownership of the Contracts, any additional bank
accounts related to the administration of the Contracts and the
proceeds of any insurance policies with respect to the Contracts;
(iii) to enter into the Basic Documents and any and all documents,
instruments or agreements which may be necessary or desirable in
conjunction with the issuance of any Notes or Certificates from
time to time;
(iv) to purchase, accept an assignment of, acquire, own, hold,
collect, pledge, sell, finance or otherwise assign all or any
portion of any residual interests, equity interests,
certificates, or notes with respect to any securitization of the
Contracts;
(v) to own equity interests in other limited liability companies or
partnerships whose purposes are restricted to those set forth in
clauses (i) through (iv) above;
(vi) 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 provided that such act,
activity or powers are related or incidental to and necessary,
for the accomplishment of the above-mentioned purposes;
(vii) to borrow money and otherwise incur indebtedness from third
parties and to pledge or otherwise grant security interests in
its assets to secure such indebtedness, but only to the extent
permitted hereunder and under the Basic Documents;
(viii) to issue limited liability company interests as provided for
herein and any other securities deemed appropriate by the Board
of Directors of the Company (the "Board of Directors" or the
"Board"); and
(ix) to take any and all other actions necessary to maintain the
existence of the Company as a limited liability company in good
standing under the laws of the State of Delaware and/or to
qualify the Company to do business as a
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foreign limited liability company in any other state in which
such qualification, in the opinion of the Board of Directors, is
required.
(b) The Company, by or through the Member, or any Director or Officer on
behalf of the Company, may enter into and perform the Basic Documents and all
documents, agreements, certificates, or financing statements contemplated
thereby or related thereto, all without any further act, vote or approval of any
other Person 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 the Member or any Director or Officer to
enter into other agreements on behalf of the Company.
Section 8. Powers.
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Subject to Section 9(j), the Company, and the Board of Directors and the
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Officers of the Company on behalf of the Company, (i) shall have and exercise
all powers necessary, convenient or incidental to accomplish its purposes as set
forth in Section 7 and (ii) shall have and exercise all of the powers and rights
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conferred upon limited liability companies formed pursuant to the Act.
Section 9. Management.
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(a) Board of Directors. Subject to Section 9(j), the business and affairs
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of the Company shall be managed by or under the direction of a Board of
Directors of one or more Directors designated by the Member. Subject to Section
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10, the Member may determine at any time in its sole and absolute discretion the
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number of Directors to constitute the Board. The authorized number of Directors
may be increased or decreased by the Member at any time in its sole and absolute
discretion, upon notice to all Directors, and subject in all cases to Section
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10. The initial number of Directors shall be three, at least one (1) of which
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shall be an Independent Director pursuant to Section 10. In the event that
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GreenPoint Bank's rating of long-term unsecured debt by Moody's Investors
Service, Inc. ("Moody's") shall fall below BBB-, Moody's shall have the right to
require that a second Independent Director be added to the Board pursuant to
Section 10. Each Director elected, designated or appointed by the Member shall
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hold office until a successor is elected and qualified or until such Director's
earlier death, resignation, expulsion or removal. Each Director shall execute
and deliver the Management Agreement. Directors need not be a Member. The
initial Directors designated by the Member are listed on Schedule D hereto.
Except as provided in the second sentence of Section 10 hereof with respect to
Independent Directors, in exercising their rights and performing their duties
under this Agreement, each Director shall have a duty of loyalty and care
similar to that of a director of a business corporation organized under the
General Corporation Law of the State of Delaware.
(b) Powers. Subject to Section 9(j), the Board shall have the power to do
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any and all acts necessary, convenient or incidental to or for the furtherance
of the purposes described herein, including all powers, statutory or otherwise.
Subject to Sections 7 and 9(j), the Board has the authority to bind the Company.
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(c) Meeting of the Board of Directors. The Board of Directors of the
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Company may hold meetings, both regular and special, within or outside the State
of Delaware. Regular
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meetings of the Board may be held without notice at such time and at such place
as shall from time to time be determined by the Board. Special meetings of the
Board may be called by the President on not less than one day's notice to each
Director by telephone, facsimile, mail, telegram or any other means of
communication, and special meetings shall be called by the President or
Secretary in like manner and with like notice upon the written request of any
one or more of the Directors.
(d) Quorum: Acts of the Board. At all meetings of the Board, a majority
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of the Directors shall constitute a quorum for the transaction of business and,
except as otherwise provided in any other provision of this Agreement, the act
of a majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board. If a quorum shall not be present at any meeting
of the Board, the Directors present at such meeting may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present. Any action required or permitted to be taken at any
meeting of the Board or of any sub-committee thereof may be taken without a
meeting if all members of the Board or sub-committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or sub-committee, as the case may be.
(e) Electronic Communications. Members of the Board, or any sub-committee
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designated by the Board, may participate in meetings of the Board, or any
committee, by means of telephone conference or similar communications equipment
that allows all Persons participating in the meeting to hear each other, and
such participation in a meeting shall constitute presence in Person at the
meeting. If all the participants are participating by telephone conference or
similar communications equipment, the meeting shall be deemed to be held at the
principal place of business of the Company.
(f) Sub-Committees of Directors.
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(i) The Board may, by resolution passed by a majority of the whole
Board, designate one or more sub-committees, each sub-committee
to consist of one or more of the Directors of the Company. The
Board may designate one or more Directors as alternate members of
any sub-committee, who may replace any absent or disqualified
member at any meeting of the sub-committee.
(ii) In the absence or disqualification of a member of a sub-
committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such members
constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent
or disqualified member.
(iii) Any such sub-committee, to the extent provided in the
resolution of the Board, and subject to Section 9(j) and 10,
shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the
Company. Such sub-committee or committees shall have such name
or names as may be determined from time to time by
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resolution adopted by the Board. Each sub-committee shall keep
regular minutes of its meetings and report the same to the Board
when required.
(g) Compensation of Directors; Expenses. The Board shall have the
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authority to fix the compensation of Directors. The Directors may be paid their
expenses, if any, of attendance at meetings of the Board, which may be a fixed
sum for attendance at each meeting of the Board or a stated salary as Director.
No such payment shall preclude any Director from serving the Company in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending sub-committee
meetings.
(h) Removal of Directors. Unless otherwise restricted by law, any
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Director or the entire Board of Directors may be removed or expelled, with or
without cause, at any time by the Member, and, subject to Section 10, any
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vacancy caused by any such removal or expulsion may be filled by action of the
Member.
(i) Directors as Agents. To the extent of their powers set forth in this
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Agreement and subject to Section 9(j), the Directors are agents of the Company
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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. Notwithstanding the last sentence of Section 18-402 of the Act, except
as provided in this Agreement or in a resolution of the Directors (subject to
Section 9(j) hereof), a Director may not bind the Company.
(j) Limitations on the Company's Activities.
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(i) This Section 9(j) is being adopted in order to comply with
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certain provisions required in order to qualify the Company as a
"special purpose" entity.
(ii) The Member shall not, so long as any Obligation is outstanding,
amend, alter, change or repeal the definition of "Independent
Director" or Sections 5(c), 7, 8, 9, 10, 16, 20, 21, 22, 23, 24,
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25, 26, 28, 29, 31 or 33 or Schedule A of this Agreement without
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the unanimous written consent of the Board (including all
Independent Directors). Subject to this Section 9(j), the Member
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reserves the right to amend, alter, change or repeal any
provisions contained in this Agreement in accordance with Section
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31.
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(iii) Notwithstanding any other provision of this Agreement and any
provision of law that otherwise so empowers the Company, the
Member, the Board, any Officer or any other Person, neither the
Member nor the Board nor any Officer nor any other Person shall
be authorized or empowered, nor shall they permit the Company,
without the prior unanimous written consent of the Member and the
Board (including all Independent Directors), to take any Material
Action, provided, however, that the Board may not vote on, or
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authorize the taking of, any Material Action, unless there is at
least one Independent Director(s) then serving in such capacity.
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(iv) The Board and the Member shall cause the Company to do or cause
to be done all things necessary to preserve and keep in full
force and effect its existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be
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required to preserve any such right or franchise if: (1) the
Board shall determine that the preservation thereof is no longer
desirable for the conduct of its business and that the loss
thereof is not disadvantageous in any material respect to the
holders of the Obligations and the Company and (2) the Rating
Agency Condition is satisfied. The Board also shall cause the
Company to:
(A) maintain its own separate books and records and bank
accounts;
(B) at all times hold itself out to the public and all other
Persons as a legal entity separate from the Member and any
other Person;
(C) have a Board of Directors composed differently from that of
the Member and any other Person;
(D) file its own tax returns, if any, as may be required under
applicable law, to the extent (1) not part of a consolidated
group filing a consolidated return or returns or (2) not
treated as a division for tax purposes of another taxpayer,
and pay any taxes so required to be paid under applicable
law;
(E) except as contemplated by the Basic Documents, not commingle
its assets with assets of any other Person;
(F) conduct its business in its own name (including entering
into contracts) and strictly comply with all organizational
formalities to maintain its separate existence;
(G) maintain separate financial statements (which disclose the
effects of all transactions between the Company, the Member
and the Affiliates and disclose that the assets of the
Company are not available to pay creditors of the Member or
any other Affiliate and the Company is an entity separate
from the Member or the Affiliates), prepared in accordance
with generally acceptable accounting principles;
(H) maintain separate financial records, prepared in accordance
with generally acceptable accounting principles;
(I) maintain an arm's length relationship with its Affiliates
and the Member;
(J) pay overhead expenses (including any rent, salaries and
other administrative expenses), if any; specifically, the
Company must
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reimburse the Member or any Affiliate at market rates for
(i) all services they provide to the Company and (ii) the
time of employees who work on the Company's matters;
(K) not hold out its credit or assets as being available to
satisfy the obligations of others;
(L) maintain a separate office which is plainly identified to
the public as being separate (such as a name plate on the
door and on any building directory), and the office must
have a distinct mailing address (that is, its own suite
number). The office may be located in the facilities of the
Member or another Affiliate so long as there is a written
lease with the Member or the Affiliate and a fair allocation
of rent. The Company's office space cannot be used for any
purpose other than Company business;
(M) use separate stationery, invoices and checks and maintain
its own telephone number that can be dialed directly from
outside the office of the Member or any other Affiliate;
(N) except as contemplated by the Basic Documents, not pledge
its assets for the benefit of any other Person;
(O) correct any known misunderstanding regarding its separate
identity;
(P) maintain adequate capital in light of its contemplated
business purpose, transactions and liabilities such that the
Company has sufficient assets to pay its debts as they come
due in both a "balance sheet" sense and a "liquidity" sense;
(Q) cause its Board of Directors to meet at least annually or
act pursuant to written consent and keep minutes of such
meetings and actions and observe all other Delaware limited
liability company formalities;
(R) not acquire any obligations or securities of the Member;
(S) properly document all transactions with the Member or an
Affiliate;
(T) pay its own liabilities only out of its own funds; and
(U) cause the Directors, Officers, agents and other
representatives of the Company to act at all times with
respect to the Company consistently and in furtherance of
the foregoing and in the best interests of the Company.
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Failure of the Company, or the Member or Board on behalf of the
Company, to comply with any of the foregoing covenants or any
other covenants contained in this Agreement shall not affect the
status of the Company as a separate legal entity or the limited
liability of the Member or the Directors.
(v) So long as any Obligation is outstanding, the Board shall not
cause or permit the Company to:
(A) except as contemplated by the Basic Documents, guarantee any
obligation or pay any debt of the Member or any Affiliate;
(B) engage, directly or indirectly, in any business other than
the actions required or permitted to be performed under
Section 7, this Section 9(j) or under the Basic Documents;
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(C) incur, create or assume any indebtedness other than as
expressly permitted under the Basic Documents;
(D) make or permit to remain outstanding any loan or advance to,
or own or acquire any stock or securities of, any Person,
except that the Company may invest in those investments
permitted under the Basic Documents and may make any advance
required or expressly permitted to be made pursuant to any
provisions of the Basic Documents and permit the same to
remain outstanding in accordance with such provisions;
(E) to the fullest extent permitted by law, engage in any
dissolution, liquidation, consolidation, merger, asset sale
or transfer of ownership interests other than such
activities as are expressly permitted pursuant to any
provision of the Basic Documents; or
(F) form, acquire or hold any subsidiary (whether corporate,
partnership, limited liability company or other) except that
the Company may form and hold all of the limited liability
company interests in a special purpose entity formed in
connection with a transaction.
Section 10. Independent Directors.
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As long as any Obligation is outstanding, the Member shall cause the
Company at all times to have at least one (1) Independent Director who will be
appointed by the Member. In the event that the rating agency so requests
pursuant to Section 9, the Member shall cause the Company to appoint a second
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Independent Director to the Board. To the fullest extent permitted by law,
including Section 18-1101(c) of the Act, the Independent Director(s) shall
consider only the interests of the Company, including its respective creditors,
in acting or otherwise voting on the matters referred to in Section 9(j)(iii).
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No resignation or removal of an Independent Director,
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and no appointment of a successor Independent Director, shall be effective until
such successor (i) shall have accepted his or her appointment as an Independent
Director by a written instrument, which may be a counterpart signature page to
the Management Agreement, and (ii) shall have executed a counterpart to this
Agreement as required by Section 5(c). In the event of a vacancy in the
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position of Independent Director, the Member shall, as soon as practicable,
appoint a successor Independent Director. All right, power and authority of the
Independent Director(s) shall be limited to the extent necessary to exercise
those rights and perform those duties specifically set forth in this Agreement.
No Independent Director shall at any time serve as trustee in bankruptcy for any
Affiliate of the Company.
Section 11. Officers.
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(a) Officers. The initial Officers of the Company shall be designated by
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the Board of Directors. The additional or successor Officers of the Company
shall be chosen by the Board and shall consist of at least a President, a
Secretary and a Treasurer. The Board of Directors may also choose one or more
Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person. The Board shall choose a President, a
Secretary and a Treasurer. The Board may appoint such other Officers and agents
as it shall deem necessary or advisable who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board. The salaries of all Officers and
agents of the Company shall be fixed by or in the manner prescribed by the
Board. The Officers of the Company shall hold office until their successors are
chosen and qualified. Any Officer may be removed at any time, with or without
cause, by the affirmative vote of a majority of the Board. Any vacancy
occurring in any office of the Company shall be filled by the Board. The
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initial Officers of the Company are listed on Schedule E hereto.
(b) President. The President shall be the chief executive officer of the
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Company, shall preside at all meetings of the Board, shall be responsible for
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the general and active management of the business of the Company and shall see
that all orders and resolutions of the Board are carried into effect. The
President or any other Officer authorized by the President or the Board shall
execute all bonds, mortgages and other contracts, except: (i) where required or
permitted by law or this Agreement to be otherwise signed and executed,
including Section 7(b); (ii) where signing and execution thereof shall be
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expressly delegated by the Board to some other Officer or agent of the Company,
and (iii) as otherwise permitted in Section 11(c).
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(c) Vice President. In the absence of the President or in the event of
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the President's inability to act, the Vice President, if any (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated by the Directors, or in the absence of any designation, then in the
order of their election), shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Vice Presidents, if any, shall perform such other duties and
have such other powers as the Board may from time to time prescribe.
(d) Secretary and Assistant Secretary. The Secretary shall be responsible
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for filing legal documents and maintaining records for the Company. The
Secretary shall attend all meetings of the Board and record all the proceedings
of the meetings of the Company and of the Board in a book to be kept for that
purpose and shall perform like duties for the standing
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committees when required. The Secretary shall give, or shall cause to be given,
notice of all meetings of the Member, if any, and special meetings of the Board,
and shall perform such other duties as may be prescribed by the Board or the
President, under whose supervision the Secretary shall serve. The Assistant
Secretary, or if there be more than one, the Assistant Secretaries in the order
determined by the Board (or if there be no such determination, then in order of
their election), shall, in the absence of the Secretary or in the event of the
Secretary's inability to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.
(e) Treasurer and Assistant Treasurer. The Treasurer shall have the
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custody of the Company funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Company and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Company in such depositories as may be designated by the Board.
The Treasurer shall disburse the funds of the Company as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and to the Board, at its regular meetings or when the Board so
requires, an account of all of the Treasurer's transactions and of the financial
condition of the Company. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board may from time
to time prescribe.
(f) Officers as Agents. The Officers, to the extent of their powers set
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forth in this Agreement or otherwise vested in them by action of the Board not
inconsistent with this Agreement, are agents of the Company for the purpose of
the Company's business and, subject to Section 9(j), the actions of the Officers
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taken in accordance with such powers shall bind the Company.
(g) Duties of Board and Officers. Except to the extent otherwise provided
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herein, each Director and Officer shall have a fiduciary duty of loyalty and
care similar to that of directors and officers of business corporations
organized under the General Corporation Law of the State of Delaware.
Section 12. Limited Liability.
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Except as otherwise expressly provided by the Act, the debts, obligations
and liabilities of the Company, whether arising in contract, tort or otherwise,
shall be the debts, obligations and liabilities solely of the Company, and none
of the Member, the Special Members or any Director shall be obligated personally
for any such debt, obligation or liability of the Company solely by reason of
being a Member, Special Member or Director of the Company.
Section 13. Capital Contributions.
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The Member shall make an initial capital contribution to the Company in an
amount that the Member determines is sufficient for the Company to operate. In
accordance with
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Section 5(c), the Special Members shall not be required to make any capital
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contributions to the Company.
Section 14. Additional Contributions.
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The Member is not required to make any additional capital contribution to
the Company. However, the Member may make additional capital contributions to
the Company at any time upon the written consent of such Member. The provisions
of this Agreement, including this Section 14, are intended to benefit the Member
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and the Special Members and, to the fullest extent permitted by law, shall not
be construed as conferring any benefit upon any creditor of the Company (and no
such creditor of the Company shall be a third-party beneficiary of this
Agreement) and the Member and the Special Members shall not have any duty or
obligation to any creditor of the Company to make any contribution to the
Company or to issue any call for capital pursuant to this Agreement.
Section 15. Allocation of Profits and Losses.
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The Company's profits and losses shall be allocated to the Member.
Section 16. Distributions.
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Distributions shall be made to the Member at the times and in the aggregate
amounts determined by the Board. Notwithstanding any provision to the contrary
contained in this Agreement, the Company shall not be required to make a
distribution to the Member on account of its interest in the Company if such
distribution would violate Section 18-607 of the Act or any other applicable law
or any Basic Document.
Section 17. Books and Records.
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The Board shall keep or cause to be kept complete and accurate books of
account and records with respect to the Company's business. The books of the
Company shall at all times be maintained by the Board. The Member and its duly
authorized representatives shall have the right to examine the Company books,
records and documents during normal business hours. The Company, and the Board
on behalf of the Company, shall not have the right to keep confidential from the
Member any information that the Board would otherwise be permitted to keep
confidential from the Member pursuant to Section 18-305(c) of the Act. The
Company's books of account shall be kept using the method of accounting
determined by the Member. The Company's independent auditor, if any, shall be
an independent public accounting firm selected by the Company.
Section 18. Reports.
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(a) Intentionally deleted.
(b) The Board shall use diligent efforts to cause to be prepared and
mailed to the Member, any financial reports which are required by the Basic
Documents or which the Member (at its own expense) may reasonably request.
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(c) The Board shall, after the end of each fiscal year, use reasonable
efforts to cause the Company's independent accountants, if any, to prepare and
transmit to the Member as promptly as possible any such tax information as may
be reasonably necessary to enable the Member to prepare its federal, state and
local income tax returns relating to such fiscal year.
Section 19. Other Business.
--------------
The Member, the Special Members and any Affiliate of the Member or the
Special Members 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.
Section 20. Exculpation and Indemnification.
-------------------------------
(a) None of the Member, the Special Members or any Officer, Director,
employee or agent of the Company nor any employee, representative, agent or
Affiliate of the Member or Special Members (collectively, the "Covered Persons")
------- -------
shall be liable to the Company or any other Person who has an interest in or
claim against the Company for any loss, damage or claim incurred by reason of
any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that
a Covered Person shall be liable for any such loss, damage or claim incurred by
reason of such Covered Person's gross negligence or willful misconduct.
(b) To the fullest extent permitted by applicable law, a Covered Person
shall be entitled to indemnification from the Company for any loss, damage or
claim incurred by such Covered Person by reason of any act or omission performed
or omitted by such Covered Person 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 Covered Person by this Agreement, except that no Covered Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such Covered Person by reason of such Covered Person's gross negligence or
willful misconduct with respect to such acts or omissions; provided, however,
-------- -------
that any indemnity under this Section 20 by the Company shall be provided out of
----------
and to the extent of Company assets only, and the Member and the Special Members
shall not have personal liability on account thereof; and provided further, that
-------- -------
so long as any Obligation is outstanding, no indemnity payment from funds of the
Company (as distinct from funds from other sources, such as insurance) of any
indemnity under this Section 20 shall be payable from amounts allocable to any
----------
other Person pursuant to the Basic Documents or from amounts subject to any lien
securing the Company's Obligations under the Basic Documents.
(c) To the fullest extent permitted by applicable law, expenses (including
legal fees) incurred by a Covered Person defending any claim, demand, action,
suit or proceeding shall, from time to time, be advanced by the Company prior to
the final disposition of such claim, demand, action, suit or proceeding upon
receipt by the Company of an undertaking by or on behalf of the Covered Person
to repay such amount if it shall be determined that the Covered Person is not
entitled to be indemnified as authorized in this Section 20.
----------
13
<PAGE>
(d) A Covered Person shall be fully protected in relying in good faith
upon the records of the Company and upon such information, opinions, reports or
statements presented to the Company by any Person as to matters the Covered
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, or any other facts pertinent to the
existence and amount of assets from which distributions to the Member might
properly be paid.
(e) To the extent that, at law or in equity, a Covered Person has duties
(including fiduciary duties) and liabilities relating thereto to the Company or
to any other Covered Person, a Covered Person acting under this Agreement shall
not be liable to the Company or to any other Covered Person for its good faith
reliance on the provisions of this Agreement or any approval or authorization
granted by the Company or any other Covered Person. The provisions of this
Agreement, to the extent that they restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Member
and the Special Members to replace such other duties and liabilities of such
Covered Person.
(f) The foregoing provisions of this Section 20 shall survive any
----------
termination of this Agreement.
Section 21. Assignments.
-----------
Subject to Section 23 and in accordance with the Basic Documents, the
----------
Member may assign in whole or in part its limited liability company interest in
the Company, provided that following such transfer the Rating Agency condition
is satisfied. If the Member transfers all of its limited liability company
interest in the Company pursuant to this Section 21, the transferee shall be
----------
admitted to the Company as a member of the Company upon its execution of an
instrument signifying its agreement to be bound by the terms and conditions of
this Agreement, which instrument may be a counterpart signature page to 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. Notwithstanding anything in this Agreement
to the contrary, any successor to the Member by merger or consolidation in
compliance with the Basic Documents shall, without further act, be the Member
hereunder, and such merger or consolidation shall not constitute an assignment
for purposes of this Agreement and the Company shall continue without
dissolution.
Section 22. Resignation.
-----------
So long as any Obligation is outstanding, the Member may not resign, except
as permitted under the Basic Documents and if the Rating Agency Condition is
satisfied. If the Member is permitted to resign pursuant to this Section 22, an
----------
additional member of the Company shall be admitted to the Company, subject to
Section 23, upon its execution of an instrument signifying its agreement to be
----------
bound by the terms and conditions of this Agreement, which instrument may be a
counterpart signature page to 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.
14
<PAGE>
Section 23. Admission of Additional Members.
-------------------------------
One or more additional members of the Company may be admitted to the
Company with the written consent of the Member; provided, however, that,
-------- -------
notwithstanding the foregoing, so long as any Obligation remains outstanding, no
additional Member may be admitted to the Company unless the Rating Agency
Condition is satisfied and except as permitted by the Basic Documents.
Section 24. Dissolution.
-----------
(a) Subject to Section 9(j), the Company shall be dissolved, and its
------------
affairs shall be wound up upon the first to occur of the following: (i) the
termination of the legal existence of the last remaining member of the Company
or the occurrence of any other event which terminates the continued membership
of the last remaining member of the Company in the Company unless the business
of the Company is continued in a manner permitted by this Agreement or the Act
or (ii) the entry of a decree of judicial dissolution under Section 18-802 of
the Act. Upon the occurrence of any event that causes the last remaining member
of the Company to cease to be a member of the Company, to the fullest extent
permitted by law, the personal representative of such member is hereby
authorized to, and shall, within 90 days after the occurrence of the event that
terminated the continued membership of such member in the Company, agree in
writing (i) to continue the Company and (ii) to the admission of the personal
representative or its nominee or designee, as the case may be, as a substitute
member of the Company, effective as of the occurrence of the event that
terminated the continued membership of the last remaining member of the Company
in the Company.
(b) Notwithstanding any other provision of this Agreement, the Bankruptcy
of the Member or a Special Member shall not cause the Member or Special Member,
respectively, 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) Notwithstanding any other provision of this Agreement, each of the
Member and the Special Members waives any right it might have to agree in
writing to dissolve the Company upon the Bankruptcy of the Member or a Special
Member, or the occurrence of an event that causes the Member or a Special Member
to cease to be a member of the Company.
(d) 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.
(e) The Company shall terminate when (i) all of the assets of the Company,
after payment or other satisfaction of the Obligations and all other debts,
liabilities and obligations of the Company shall have been distributed to the
Member in the manner provided for in this Agreement and (ii) the Certificate of
Formation shall have been canceled in the manner required by the Act.
15
<PAGE>
Section 25. Waiver of Partition; Nature of Interest.
---------------------------------------
Except as otherwise expressly provided in this Agreement, to the fullest
extent permitted by law, each of the Member and the Special Members hereby
irrevocably waives any right or power that such Person might have to cause the
Company or any of its assets to be partitioned, to cause the appointment of a
receiver for all or any portion of the assets of the Company, to compel any sale
of all or any portion of the assets of the Company pursuant to any applicable
law or to file a complaint or to institute any proceeding at law or in equity to
cause the dissolution, liquidation, winding up or termination of the Company.
The Member shall not have any interest in any specific assets of the Company,
and the Member shall not have the status of a creditor with respect to any
distribution pursuant to Section 16 hereof. The interest of the Member in the
----------
Company is personal property.
Section 26. Benefits of Agreement; No Third-Party Rights.
--------------------------------------------
None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditor of the Company or by any creditor of the Member or a
Special Member. Nothing in this Agreement shall be deemed to create any right
in any Person (other than Covered Persons) not a party hereto, and this
Agreement shall not be construed in any respect to be a contract in whole or in
part for the benefit of any third Person (except as provided in Section 29).
----------
Section 27. Severability of Provisions.
--------------------------
Each provision of this Agreement shall be considered severable 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.
Section 28. Entire Agreement.
----------------
This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof.
Section 29. Binding Agreement.
-----------------
Notwithstanding any other provision of this Agreement, the Member agrees
that this Agreement, including, without limitation, Sections 7, 8, 9, 10, 20,
-------- - - - -- --
21, 22, 23, 24, 26, 29 and 31, constitutes a legal, valid and binding agreement
-- -- -- -- -- -- --
of the Member, and is enforceable against the Member by the Independent
Director, in accordance with its terms. In addition, the Independent Director
shall be intended beneficiaries of this Agreement.
Section 30. 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.
16
<PAGE>
Section 31. Amendments.
----------
Subject to Section 9(j), this Agreement may be modified, altered,
supplemented or amended pursuant to a written agreement executed and delivered
by the Member. Notwithstanding anything to the contrary in this Agreement, so
long as any Obligation is outstanding, this Agreement may not be modified,
altered, supplemented or amended unless the Rating Agency Condition is satisfied
except: (i) to cure any ambiguity or (ii) to convert or supplement any
provision in a manner consistent with the intent of this Agreement and the other
Basic Documents and only if, in either case the Member delivers to the Board of
Directors an opinion of counsel to the effect that any such amendment does not
adversely affect the rights or remedies of the holders of any Obligation.
Section 32. Counterparts.
------------
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original of this Agreement and all of which together shall
constitute one and the same instrument.
Section 33. Notices.
-------
Any notices required to be delivered hereunder shall be in writing and
personally delivered, mailed or sent by telecopy, electronic mail or other
similar form of rapid transmission, and shall be deemed to have been duly given
upon receipt (a) in the case of the Company, to the Company at its address in
Section 2, (b) in the case of the Member, to the Member at its address as listed
---------
on Schedule B attached hereto and (c) in the case of either of the foregoing, at
----------
such other address as may be designated by written notice to the other party.
Section 34. Effectiveness.
-------------
Pursuant to Section 18-201 (d) of the Act, this Agreement shall be
effective as of the time of the filing of the Certificate of Formation with the
Office of the Delaware Secretary of State on August 17, 2000.
17
<PAGE>
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Limited Liability Company Agreement as of the 12th day of
October, 2000.
MEMBER:
GREENPOINT CREDIT, LLC
By: /s/ Peter Paul
----------------------------
Name: Peter Paul
Title: President
SPECIAL MEMBER:
By: /s/ Innis O'Rourke, Jr.
----------------------------
Name: Innis O'Rourke, Jr.
18
<PAGE>
SCHEDULE A
Definitions
-----------
A. Definitions
-----------
When used in this Agreement, the following terms not otherwise defined
herein have the following meanings:
"Act" has the meaning set forth in the preamble to this Agreement.
---
"Affiliate" means, with respect to any Person, any other Person directly or
---------
indirectly Controlling or Controlled by or under direct or indirect common
Control with such Person.
"Agreement" means this Limited Liability Company Agreement of the Company,
---------
together with the schedules attached hereto, as amended, restated or
supplemented or otherwise modified from time to time.
"Bankruptcy" means, with respect to any Person, if such Person (i) makes an
----------
assignment for the benefit of creditors, (ii) files a voluntary petition in
bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it
an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a
petition or answer seeking for itself any reorganization, arrangement,
composition, readjustment, liquidation or similar relief under any statute, law
or regulation, (v) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against it in any
proceeding of this nature, (vi) seeks, consents to or acquiesces in the
appointment of a trustee, receiver or liquidator of the Person or of all or any
substantial part of its properties, or (vii) if 120 days after the commencement
of any proceeding against the Person seeking reorganization, arrangement,
composition, readjustment, liquidation or similar relief under any statute, law
or regulation, if the proceeding has not been dismissed, or if within 90 days
after the appointment without such Person's consent or acquiescence of a
trustee, receiver or liquidator of such Person or of all or any substantial part
of its properties, the appointment is not vacated or stayed, or within 90 days
after the expiration of any such stay, the appointment is not vacated. The
foregoing definition of "Bankruptcy" is intended to replace and shall supersede
and replace the definition of "Bankruptcy" set forth in Sections 18-101(1) and
18-304 of the Act.
"Basic Documents" means this Agreement, the Management Agreement, any
---------------
Pooling and Servicing Agreement, any Contract Purchase Agreement, any Indenture,
any Trust Agreement, any Servicing Agreement, any Insurance Agreement, any
Letter of Credit Agreement and all documents and certificates related to the
securitization of the Contracts.
"Board" or "Board of Directors" means the Board of Directors of the
----- ------------------
Company.
"Certificate of Formation" means the Certificate of Formation of the
------------------------
Company filed with the Secretary of State of the State of Delaware on August 17,
2000, as amended or amended and restated from time to time.
A-1
<PAGE>
"Certificates" means any series of Certificates issued pursuant to a
------------
Pooling and Servicing Agreement (which is one of the Basic Documents)
representing a beneficial ownership interest in a Trust.
"Company" means GreenPoint Asset LLC, a Delaware limited liability company.
-------
"Control" means the possession, directly or indirectly, of the power to
-------
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities or general partnership or managing
member interests, by contract or otherwise. "Controlling" and "Controlled" shall
have correlative meanings. Without limiting the generality of the foregoing, a
Person shall be deemed to Control any other Person in which it owns, directly or
indirectly, a majority of the ownership interests.
"Contract Purchase Agreement" means any Contract Purchase Agreement entered
---------------------------
into by the Company under which it agrees to purchase the Contracts in
connection with a securitization.
"Covered Persons" has the meaning set forth in Section 20(a).
--------------- -------------
"Directors" means the Persons elected to the Board of Directors from time
---------
to time by the Member, including the Independent Director(s), in their capacity
as managers of the Company. A Director is hereby designated as a "manager" of
the Company within the meaning of Section 18-101(10) of the Act.
"Indenture" means any Indenture under which Notes are issued in connection
---------
with a securitization of the Contracts.
"Independent Director" means a natural person who, for the five-year period
--------------------
prior to his or her appointment as Independent Director has not been, and during
the continuation of his or her service as Independent Director is not: (i) an
employee, director, stockholder, partner, consultant, attorney, officer, account
or attorney of, or financially dependent on the Company or any of its Affiliates
(other than his or her service as an Independent Director of the Company) except
that the individual may serve as independent director for another bankruptcy-
remote special purpose entity; (ii) a customer or supplier of the Company or any
of its Affiliates; or (iii) any member of the immediate family of a person
described in (i) or (ii).
"Insurance Agreement" means any Insurance Agreement entered into by the
-------------------
Company or the Member and an insurer in connection with a securitization of the
Contracts.
"Letter of Credit Agreement" means any Letter of Credit Agreement entered
--------------------------
into by the Company or the Member and a letter of credit provider in connection
with a securitization of the Contracts
"Management Agreement" means the agreement of the Directors in the form
--------------------
attached hereto as Schedule C. The Management Agreement shall be deemed
incorporated into, and a part of, this Agreement.
A-2
<PAGE>
"Material Action" means to consolidate or merge the Company with or into
---------------
any Person, or sell all or substantially all of the assets of the Company, or to
institute proceedings to have the Company be adjudicated bankrupt or insolvent,
or consent to the institution of bankruptcy or insolvency proceedings against
the Company or file a petition seeking, or consent to, reorganization or relief
with respect to the Company 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 Company or a
substantial part of its property, or make any assignment for the benefit of
creditors of the Company, or admit in writing the Company's inability to pay its
debts generally as they become due, or take action in furtherance of any such
action, or, to the fullest extent permitted by law, dissolve or liquidate the
Company.
"Member" means GreenPoint Credit, LLC, as the initial member of the
------
Company, and includes any Person admitted as an additional member of the Company
or a substitute member of the Company pursuant to the provisions of this
Agreement, each in its capacity as a member of the Company; provided, however,
the term "Member" shall not include the Special Members.
"Notes" means the Notes issued pursuant to any Indenture (which is one of
the Basic Documents) representing indebtedness of the Company.
"Obligations" shall mean the indebtedness, liabilities and obligations of
-----------
the Company under or in connection with this Agreement, the Basic Documents or
any related document in effect as of any date of determination.
"Officer" means an officer of the Company described in Section 11.
------- ----------
"Officer's Certificate" means a certificate signed by any Officer of the
---------------------
Company who is authorized to act for the Company in matters relating to the
Company.
"Opinion of Counsel" means a written opinion of outside counsel, which
------------------
counsel and which opinion shall be reasonably satisfactory to the recipient
thereof.
"Person" means any individual, corporation, partnership, joint venture,
------
limited liability company, limited liability partnership, association, joint
stock company, trust, unincorporated organization, or other organization,
whether or not a legal entity, and any governmental authority.
"Pooling and Servicing Agreement" means any Pooling and Servicing agreement
-------------------------------
entered into by the Company and/or the Member and a trustee under which
Certificates are issued in connection with a securitization of the Contracts
"Rating Agency" has the meaning assigned to that term in the Basic
-------------
Documents.
"Rating Agency Condition" means, with respect to any action, that each
-----------------------
Rating Agency shall have been given ten days prior notice thereof and that each
of the Rating Agencies shall have notified the Company in writing that such
action will not result in a reduction or withdrawal of the then current rating
by such Rating Agency of any Notes or Certificates.
A-3
<PAGE>
"Servicing Agreement" means any Servicing Agreement entered into by the
-------------------
Company and or the Member in connection with a securitization of the Contracts.
"Special Member" means, upon such person's admission to the Company as a
--------------
member of the Company pursuant to Section 5(c), a person acting as Independent
------------
Director, in such person's capacity as a member of the Company. A Special
Member shall only have the rights and duties expressly set forth in this
Agreement.
"Trust" means any Trust formed by the Company from time to time in
-----
connection with the issuance of Notes or Certificates, the corpus of which may
include, but is not limited to, specified Contracts (including the security
interest created thereby), all rights to receive payments on such Contracts,
such assets as shall from time to time be identified as deposited in accounts
established in connection with a securitization of such Contracts, each
Manufactured Home and Mortgaged Property which secured a Contract (which has not
been repurchased) and which has been acquired in realizing upon such Contract,
any repurchase obligations with respect to the Contracts, any insurance policies
related to ownership of the Contracts, any additional bank accounts related to
the administration of the Contracts and the proceeds of any insurance policies
with respect to the Contracts.
"Trust Agreement" means the declaration of trust or other document or
---------------
instrument establishing and governing any Trusts which the Company is the
trustor thereof.
B. Rules of Construction
---------------------
Definitions in this Agreement apply equally to both the singular and plural
forms of the defined terms. The words "include" and "including" shall be deemed
to be followed by the phrase "without limitation." The terms "herein," "hereof"
and "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular Section, paragraph or subdivision. The Section
titles appear as a matter of convenience only and shall not affect the
interpretation of this Agreement. All Section, paragraph, clause, Exhibit or
Schedule references not attributed to a particular document shall be references
to such parts of this Agreement.
A-4
<PAGE>
SCHEDULE B
Member
------
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Membership
Name Mailing Address Interest
---- --------------- --------
---------------------------- -------------------------------- -------------------------
<S> <C> <C>
GreenPoint Credit, LLC 10089 Willow Creek Road, San
Diego, California 92131 100%
------------------------------------------------------------------------------------------
</TABLE>
B-1
<PAGE>
SCHEDULE C
Management Agreement
--------------------
[_______] [__], 2000
[____________________________
_____________________________
_____________________________]
Re: Management Agreement - GreenPoint Asset LLC
-------------------------------------------
Ladies and Gentlemen:
For good and valuable consideration, each of the undersigned Persons, who
have been designated as Directors of GreenPoint Asset LLC, a Delaware limited
liability company (the "Company"), in accordance with the Limited Liability
Company Agreement of the Company, dated as of ______________________ __, 2000,
as it may be amended or restated from time to time (the "LLC Agreement"), hereby
-------------
agree as follows:
1. Each of the undersigned accepts such Person's rights and authority as
a Director under the LLC Agreement and agrees to perform and discharge such
Person's duties and obligations as a Director under the LLC Agreement, and
further agrees that such rights, authorities, duties and obligations under the
LLC Agreement shall continue until such Person's successor as a Director is
designated or until such Person's resignation or removal as a Director in
accordance with the LLC Agreement. Each of the undersigned agrees and
acknowledges that it has been designated as a "manager" of the Company within
the meaning of the Delaware Limited Liability Company Act.
2. So long as any Obligation is outstanding, each of the undersigned
agrees, solely in its capacity as a creditor of the Company on account of any
indemnification or other payment owing to the undersigned by the Company, not to
acquiesce, petition or otherwise invoke or cause the Company to invoke the
process of any court or governmental authority for the purpose of commencing or
sustaining a case against the Company under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Company or any
substantial part of the property of the Company, or ordering the winding up or
liquidation of the affairs of the Company.
3. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.
C-1
<PAGE>
Initially capitalized terms used and not otherwise defined herein have the
meanings set forth in the LLC Agreement.
This Management Agreement may be executed in any number of counterparts,
each of which shall be deemed an original of this Management Agreement and all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Management Agreement
as of the day and year first above written.
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
C-2
<PAGE>
SCHEDULE D
DIRECTORS
---------
1. Peter Paul
2. Charles P. Richardson
3. Innis O'Rourke, Jr. - Independent Director
D-1
<PAGE>
SCHEDULE E
OFFICERS TITLE
-------- -----
Peter Paul President
Charles P. Richardson Executive Vice President
Abdul H. Rajput Executive Vice President
John S. Buchanan Senior Vice President, Treasurer
Michael E. Najewicz Secretary, General Counsel
Charles O. Ryan Vice President
E-1
