1
J.
Pursuant to the Merger (as hereafter defined), each 1% of the
outstanding Interests at the Effective Time on the Closing Date will be
converted into the right to receive 1% of the Adjusted Purchase Price payable by
Buyer as provided herein.
K.
Pursuant to and in consideration of this Agreement, in connection
with the Merger PFC will cause Dulcimer Land Company, an Affiliate of PFC, to
convey certain real property interests to a designee of Buyer.
L.
The Operating Companies and Vaughan are also referred to herein
collectively as the "Subsidiaries" and individually as a "Subsidiary."
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, PFC, GP and the Company and Buyer agree as follows:
ARTICLE I
THE MERGER AND THE PURCHASE PRICE
1.1
AGREEMENT TO MERGE. PRIOR TO THE DATE HEREOF, PFC HAS CAUSED
HOLDCO, AS THE SOLE LIMITED PARTNER OF THE COMPANY, TO PROVIDE ITS CONSENT TO
AND APPROVAL OF THIS AGREEMENT AND THE MERGER AND THE PROVISIONS REGARDING
PAYMENT OF THE ADJUSTED PURCHASE PRICE TO GP ON BEHALF OF THE COMPANY PARTNERS,
PURSUANT TO APPLICABLE LAW AND THE COMPANY PARTNERSHIP AGREEMENT. GP AS GENERAL
PARTNER OF THE COMPANY, IN CONNECTION WITH THE CONSUMMATION OF THE CLOSING AND
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, BY ITS EXECUTION OF THIS
AGREEMENT ON BEHALF OF THE COMPANY, HEREBY CONSENTS TO AND APPROVES THIS
AGREEMENT AND THE MERGER AND WILL CAUSE THE COMPANY TO EXECUTE AND DELIVER THE
TEXAS CERTIFICATE OF MERGER.
1.2
THE PLAN OF MERGER AND EFFECTIVE TIME.
(A)
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, ON THE CLOSING DATE GP
SHALL CAUSE THE TEXAS CERTIFICATE OF MERGER TO BE FILED WITH THE SECRETARY OF
STATE OF THE STATE OF TEXAS, AS EXECUTED BY BUYER IN ACCORDANCE WITH THE TRLPA,
BUYER SHALL CAUSE THE DELAWARE CERTIFICATE OF MERGER TO BE FILED WITH THE
SECRETARY OF STATE OF DELAWARE PURSUANT TO THE DLLCA, AND THE COMPANY AND BUYER
SHALL MAKE ALL OTHER RECORDINGS OR FILINGS REQUIRED UNDER THE TRLPA AND THE
DLLCA. THE MERGER SHALL BECOME EFFECTIVE UPON THE LATER OF FILING OF THE TEXAS
CERTIFICATE OF MERGER WITH THE SECRETARY OF STATE OF THE STATE OF TEXAS AND THE
FILING OF THE DELAWARE CERTIFICATE OF MERGER WITH THE SECRETARY OF STATE OF THE
STATE OF DELAWARE, OR AT SUCH LATER DATE AND TIME AS IS AGREED TO BY PFC AND
BUYER PRIOR TO SUCH FILING AND IS SET FORTH IN THE CERTIFICATES OF MERGER (SUCH
TIME, THE "EFFECTIVE TIME" AND SUCH DATE, THE "EFFECTIVE DATE").
(B)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT AND
THE CERTIFICATE OF MERGER, AT THE EFFECTIVE TIME (1) THE SEPARATE EXISTENCE OF
THE COMPANY SHALL CEASE AND THE COMPANY SHALL BE MERGED WITH AND INTO BUYER IN
ACCORDANCE WITH THE PROVISIONS OF AND WITH THE EFFECTS PROVIDED IN THE TRLPA AND
THE DLLCA (THE "MERGER"), (2) THE CERTIFICATE OF FORMATION OF BUYER SHALL BE THE
CERTIFICATE OF FORMATION OF BUYER