EXHIBIT 2.2
AGREEMENT OF MERGER
OF
GREENPOINT CREDIT CORP.
INTO
GREENPOINT CREDIT, LLC
ARTICLE I
NAMES AND CONSTITUENT AND SURVIVING ENTITIES
1.1 Constituents. The name of each constituent entity is GreenPoint
------------
Credit Corp., a Delaware Corporation, and GreenPoint Credit, LLC, a Delaware
Limited Liability Company.
1.2 Surviving. The name of the surviving entity is GreenPoint Credit, LLC,
---------
a Delaware Limited Liability Company.
ARTICLE II
MERGER
2.1 The Merger. At the Effective Date (as defined in Section 2.2),
----------
GreenPoint Credit Corp. shall be merged with and into GreenPoint Credit, LLC,
the separate existence of GreenPoint Credit Corp. shall cease, and GreenPoint
Credit, LLC shall be the surviving entity (the "Surviving Entity").
2.2 Effective Date. The merger shall become effective as of the close of
--------------
business on September 30, 1999 (the "Effective Date").
Page 1 of 3
ARTICLE III
TERMS AND CONDITIONS OF PROPOSED MERGER
The terms and conditions of the proposed merger are as follows:
This Agreement shall have been approved by the board of directors of
GreenPoint Credit Corp. and by its sole shareholder,GreenPoint Mortgage
Funding,Inc.("GP FUNDING"),and all consents from third parties and government
agencies required to comsummate the merger shall be obtained.
This Agreement shall be approved by the management committee of GreenPoint
Credit, LLC and by GP Funding in its capacity as the sole member of GreenPoint,
LLC, and all consents from third parties and government agencies required to
consummate the merger shall be obtained.
ARTICLE IV
EFFECT OF MERGER
When the merger is effective, all of the rights, privileges, and powers of
GreenPoint Credit Corp. and GreenPoint Credit, LLC, and all properties, real,
personal, and mixed, and all debts due to either GreenPoint Credit Corp. or
GreenPoint Credit, LLC, as well as all other things and causes of action
belonging to each of such entities, shall be vested in the Surviving Entity and
shall thereafter be the property of the Surviving Entity as they were of each of
GreenPoint Credit Corp. and GreenPoint Credit, LLC immediately prior to the
merger, and the title to any real property vested by deed or otherwise, under
the laws of the State of Delaware, in either of such entities shall not revert
or be in any way impaired by reason of the merger; but all rights of creditors,
and all liens upon any property of either of said entities shall be preserved
unimpaired, and all debts, liabilities and duties of each of said entities shall
thenceforth attach to the Surviving Entity, and may be enforced against it to
the same extent as if said debts, liabilities, and duties had been incurred or
contracted by it.
When the merger is effective, any fictitious names previously filed by
GreenPoint Credit, LLC or GreenPoint Credit Corp. with the Secretary of State
in any state shall canceled by GreenPoint Credit, LLC, and GreenPoint Credit,
LLC shall thereafter conduct business in each such state under its official
names as filed in Delaware, "GreenPoint Credit, LLC".
When the merger is effective, GreenPoint Credit Corp. shall surrender its
shares which shall then be canceled.
Page 2 of 3
ARTICLE V
CERTIFICATE OF FORMATION AND
LIMITED LIABILITY COMPANY AGREEMENT
The Certificate of Formation and Limited Liability Company Agreement of
GreenPoint Credit, LLC as in effect immediately prior to the Effective Date
shall be the Certificate of Formation and Limited Liability Company Agreement
of the Surviving Entity.
ARTICLE VI
MANNER OF CONVERTING SHARES OF
GREENPOINT CREDIT CORP.
INTO AN INTEREST IN THE SURVIVING ENTITY
The manner and basis for converting shares of GreenPoint Credit Corp.
into an interest in the Surviving Entity shall be as follows:
All shares of GreenPoint Credit Corp. outstanding on Effective Date
of the Merger, all of which are owned by GP Funding, shall be retired, and
all rights in respect thereto shall, upon such Effective Date, be converted
into and exchanged for additional interests in the Surviving Entity, such
that on and after the Effective Date, GP Funding shall be the sole member
of, and shall own 100% of the interest in, the Surviving Entity.
ARTICLE VII
TAX TREATMENT OF THE MERGER
The parties agree to treat the proposed merger as a complete liquidation of
GreenPoint Credit Corp. within the meaning of section 332 of the Internal
Revenue Code of 1986 (the "Code") or, in conjunction with the transfer by
Headlands Mortgage Company of its interest in GreenPoint Credit Corp. to
GreenPoint Mortgage Funding, Inc., as a tax free reorganization under section
368(a) of the Code.
Page 3 of 3