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EXHIBIT 3.2
SECOND AMENDMENT TO
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
AMRESCO CAPITAL TRUST
AMRESCO Capital Trust, a real estate investment trust under the Texas
Real Estate Investment Trust Act, as amended (the "Texas REIT Act"), hereby
adopts the following Second Amendment to Amended and Restated Declaration of
Trust of AMRESCO Capital Trust, recorded in the Dallas County Clerk's Office on
February 3, 1998 as Document No. 30979, Vol. 98022, Page 00055, as amended by
First Amendment to Amended and Restated Declaration of Trust as recorded in the
Dallas County Clerk's Office on May 5, 1998 as Document No. 130686, Vol. 98087,
Page 00145.
ARTICLE 1. The name of the real estate investment trust is
AMRESCO Capital Trust.
ARTICLE 2. Article IV of the Amended and Restated Declaration of
Trust is replaced in its entirety by the following:
ARTICLE IV
The names and business mailing addresses of the Trust Managers are as
follows:
NAME MAILING ADDRESS
Robert L. Adair III AMRESCO, Inc.
700 North Pearl Street
Suite 2400, LB 342
Dallas, Texas 75201-7424
Robert H. Lutz, Jr. AMRESCO, Inc.
700 North Pearl Street
Suite 2400, LB 342
Dallas, Texas 75201-7424
Mark D. Gibson Holiday Fenoglio Fowler, L.P.
8750 North Central Expressway
Suite 950
Dallas, Texas 75231-6428
James C. Leslie The Staubach Company
6750 LBJ Freeway, Suite 1100
Dallas, Texas 75240
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Christopher Leinberger Robert Charles Lesser & Company
142 Lincoln Avenue, Suite 501
Santa Fe, New Mexico 87501
Bruce W. Duncan The Cadillac Fairview Corporation, Ltd.
20 Queen Street West
Toronto, Ontario M5H 3R4
John Deterding Deterding Associates
107 North Waterview
Richardson, Texas 75080
ARTICLE 3. The Second Amendment to Amended and Restated
Declaration of Trust was approved by the Sole Shareholder effective as of May
9, 1998.
IN WITNESS WHEREOF, the undersigned hereby executes this Second
Amendment to Amended and Restated Declaration of Trust effective as of the 9th
day of May, 1998.
AMRESCO CAPITAL TRUST
By: /s/ MICHAEL L. McCOY
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Michael L. McCoy
Senior Vice President,
General Counsel and Secretary
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ACKNOWLEDGEMENT
STATE OF TEXAS )
)
COUNTY OF DALLAS )
On May 18th, 1998, before me, the undersigned Notary Public, duly
commissioned and qualified within and for the State and County aforesaid,
personally came and appeared Michael L. McCoy, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument, and acknowledged to me that he executed
the same in his authorized capacity as Senior Vice President, General Counsel
and Secretary of AMRESCO Capital Trust.
Witness my hand and official seal.
/s/ PATTI WOMACK
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[SEAL]
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NOTARY PUBLIC
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