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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CITYSCAPE FINANCIAL CORP.
I, the undersigned Chief Executive Officer of Cityscape
Financial Corp., a corporation existing under the laws of the State of Delaware
(hereinafter referred to as the "Corporation"), do hereby certify as follows:
FIRST: That the Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of
Delaware on December 16, 1988, under the name Mandi of Essex, Inc. A
certificate for the Renewal and Revival of Charter of Mandi of Essex,
Inc. was filed on April 21, 1994, a Certificate of Amendment was filed
on April 27, 1994 and was further amended by Amendment to Certificate
of Change of Registered Agent and Registered Office on June 23, 1994.
An Amendment to the Certificate of Incorporation amending the
authorized number of shares was filed by the Secretary of State of
Delaware on July 22, 1994.
SECOND: This Amended and Restated Certificate of Incorporation
restates and integrates and amends the Certificate of Incorporation of
the Corporation by restating the Certificate of Incorporation in its
entirety. This Restated Certificate of Incorporation is being filed
pursuant to Sections 242, 245 and 303 of the General Corporation Law of
the State of Delaware. The text of the Certificate of Incorporation is
in its entirety as follows:
FIRST: The name of the Company is: AMC FINANCIAL, INC.
SECOND: The address of the Company's registered office in the
State of Delaware is 1209 Orange Street, Wilmington,
County of New Castle, Delaware, 19801, and the name
of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the Company is to engage in any lawful
act or activity for which corporations may be
organized under the General Corporation Law of
Delaware as it now exists or may hereafter be amended
and supplemented.
FOURTH: The total number of shares of stock which the Company
shall have authority to issue is 25,000,000 having a
par value of $0.01 per share. All such shares are
Common Stock.
The issuance of nonvoting equity securities is
prohibited.
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FIFTH: The personal liability of the directors of the
Company is hereby eliminated to the fullest extent
permitted by paragraph (7) of subsection (b) of
Section 102 of the General Corporation Law of the
State of Delaware, as the same may be amended and
supplemented. Any repeal or modification of this
Article Fifth shall not adversely affect any right or
protection of a director of the Company existing
immediately prior to such repeal or modification.
SIXTH: The Company shall, to the fullest extent permitted or
required by Section 145 of the General Corporation
Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all
persons to whom it shall have power to indemnify
under said section from and against any and all of
the expenses, liabilities or other matters referred
to in or covered by said section, and the
indemnification provided for herein shall not be
deemed exclusive of any other rights to which those
indemnified may be entitled under any By-Law,
agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or
her official capacity and as to action in another
capacity while holding such office, and shall
continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and
administrators of such person. Any repeal or
modification of this Article Sixth shall not
adversely affect any right or protection existing
hereunder immediately prior to such repeal or
modification.
SEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered
or repealed, and other provisions authorized by the
laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the
time prescribed by said laws, and all rights at any
time conferred upon the stockholders of the Company
by this certificate of incorporation are granted
subject to the provisions of this Article Seventh.
EIGHTH: In furtherance and not in limitation of the rights,
powers, privileges and discretionary authority
granted or conferred by the General Corporation Law
of the State of Delaware or other statutes or laws of
the state of Delaware, the Board of Directors is
expressly authorized to make, alter, amend or repeal
the By-Laws of the Company, without any action on the
part of the Stockholders, but the Stockholders may
make additional By-Laws and may alter, amend or
repeal any By-Law whether adopted by them or
otherwise. The Company may in its By-Laws confer
powers upon
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its Board of Directors in addition to the foregoing
and in addition to the powers and authorities
expressly conferred upon the Board of Directors by
applicable law.
THIRD: This Amended and Restated Certificate of Incorporation
was duly adopted pursuant to the Corporation's Plan of Reorganization
as filed with the United States Bankruptcy Court for the Southern
District of New York and confirmed by such Court as of June 10, 1999
(the "Plan of Reorganization"), pursuant to Chapter 11 of Title 11 of
the United States Code and otherwise in accordance with applicable
provisions of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have subscribed this document on the
date set forth below and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by me and are true and
correct.
Date: June 30, 1999
CITYSCAPE FINANCIAL CORP.
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