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AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER ("Agreement") is made and entered as of the
____ day of ___________, 1998, by and between LEXMERGE L.P. [XXXXX], a limited
partnership existing under the laws of the State of Ohio (the "Merged Entity"),
and [PARTNERSHIP NAME], a limited partnership existing under the laws of the
State of [STATE NAME] (the "Surviving Entity") (the Merged Entity and the
Surviving Entity are referred to collectively as the "Constituent Entities").
WHEREAS, the general partner and the limited partner of the Merged
Entity have approved the merger of the Constituent Entities in accordance with
the laws of the State of [STATE NAME]; and
WHEREAS, the general partners of the Surviving Entity have approved the
merger of the Constituent Entities in accordance with the Surviving Entity's
Agreement of Limited Partnership and in accordance with the laws of the State of
[STATE NAME].
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Constituent Entities have agreed, and do hereby
agree, to merge upon the terms and conditions stated below:
1. Merger. The Merged Entity shall be merged with and into the
Surviving Entity (the "Merger").
2. Effective Time. The Merger shall become effective upon the filing
of a Certificate of Merger with the office of the Secretary of State of
[STATE NAME](the "Effective Time").
3. Manner and Basis of Effecting the Merger. The manner and basis of
carrying the Merger into effect shall be as follows:
(a) At the Effective Time of the Merger, the general partner's
interest and the limited partner's interest in the Merged Entity will
be converted into general partners' interests and limited partners'
interests in the Surviving Entity, which (pursuant to Section 4 of this
Agreement) shall be subject to the terms of the Agreement of Limited
Partnership of the Surviving Entity in effect immediately following the
Effective Time of the Merger.
(b) At the Effective Time of the Merger, the Merged Entity
shall be deemed to have transferred its assets to the Surviving Entity
in exchange for the assumption of the Merged Entity's liabilities and
each partner of the Merged Entity shall be deemed to have contributed
their respective general and limited partners' interests in the Merged
Entity to the Surviving Entity in exchange for ownership interests in
the Surviving Entity. In addition, at the Effective Time of the Merger:
(i) Except for Lexford, Inc. or any of its
affiliates which may hold limited partner
interests in the Surviving Entity, the
present limited partners of the Surviving
Entity shall receive for the cancellation of
such limited partnership interests in the
Surviving Entity the
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following consideration: $X for each unit of
a limited partner's interest in the
Surviving Entity owned by each limited
partner prior to the Effective Date;
(ii) Lexford, Inc.'s general partner's interest
in the Merged Entity shall be consolidated
with Lexford, Inc.'s general partner's
interest in the Surviving Entity, and
Lexford, Inc. shall become the general
partner of the Surviving Entity; and
(iii) Cardinal Industries Development Corporation
shall become the sole limited partner of the
Surviving Entity.
4. Agreement of Limited Partnership. The Agreement of Limited
Partnership of the Surviving Entity as it exists at the Effective Time of the
Merger shall be and remain the Agreement of Limited Partnership of the Surviving
Entity until it is altered or amended as therein provided.
5. Certificate of Limited Partnership. Except for such amendments as
may be necessary to reflect the terms of this Agreement, the Certificate of
Limited Partnership of the Surviving Entity as it exists at the Effective Time
of the Merger shall be and remain the Certificate of Limited Partnership of the
Surviving Entity until it is amended or canceled.
6. Principal Office. The location of the principal office of the
Surviving Entity shall be 6954 Americana Parkway, Reynoldsburg, Ohio 43068.
7. Authority of General Partner of Merged Entity. The general partner
of the Merged Entity has the authority to effectuate the Merger on behalf of the
Merged Entity and is authorized to execute the Certificate of Merger or any and
all other documents necessary to effectuate the Merger on behalf of the Merged
Entity as general partner of the Merged Entity.
8. Termination and Amendment. The general partner of the Merged Entity
and of the Surviving Entity shall have the right in their sole discretion to
abandon the Merger prior to the filing of a Certificate of Merger with the
office of the Secretary of State of Ohio. The general partner of the Merged
Entity and the Surviving Entity shall have the right to amend this Agreement at
any time before the filing of a Certificate of Merger with the office of the
Secretary of State of Ohio, to the extent permitted under applicable law,
provided that any such amendment is in writing and signed by all parties hereto.
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IN WITNESS WHEREOF, the Constituent Entities have caused this Agreement
to be executed, in multiple counterparts, by their respective representative,
each being thereunto duly authorized, as of the date first above written.
MERGED ENTITY:
LEXMERGE L.P. [XXXXX], an Ohio limited
partnership
By: Lexford, Inc., General Partner
By:
Its:
By: Cardinal Industries Development Corporation,
Limited Partner
By:
Its:
SURVIVING ENTITY:
[PARTNERSHIP NAME]
an Ohio limited partnership
By: Lexford, Inc., General Partner
By:
Its:
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