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Agreement and Plan of Merger
Agreement and Plan of Merger (334K)
Doc #184246: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement") entered into as of July 18, 2003 (the date of this Agreement or the "Agreement Date") by and among FEBC-ALT Investors Inc. a Delaware corporation (the "Buyer"), FEBC-ALT Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (the "Merger Subsidiary") and Alterra Healthcare Corporation, a Delaware corporation (the "Debtor"; together with the Buyer and the Merger Subsidiary, the "Parties").
Preliminary Statement
A. The Debtor is a debtor in possession in a Chapter 11 case (Case No. 03-10254 (MFW) (the "Chapter 11 Proceeding") pending before the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Debtor has previously filed a proposed Plan of Reorganization dated March 27, 2003 (the "Prior Plan") with the Bankruptcy Court.
B. This Agreement contemplates a merger of the Merger Subsidiary with and into the Debtor. As a result of such merger, the separate corporate existence of the Merger Subsidiary shall cease and the Debtor shall continue as the Surviving Corporation (as defined in Section 1.1).
C. The merger contemplated by this Agreement shall constitute the basis for the Debtor's First Amended Plan of Reorganization in the form attached hereto as Exhibit A, as amended from time to time as permitted hereby and thereby (the "Amended Plan"). Pursuant to the Amended Plan: (i) all the outstanding equity interests in the Debtor shall be canceled without consideration; (ii) all allowed prepetition claims against, and prepetition obligations and indebtedness of, the Debtor (the "Allowed Claims") shall be satisfied or otherwise discharged; (iii) the commitments under the DIP Credit Facility (as defined in Section 1.9) shall be terminated and all amounts owed under or in respect of the DIP Credit Facility shall be paid in full in cash; and (iv) the Surviving Corporation shall remain a wholly owned subsidiary of the Buyer.
D. This Agreement contemplates that the Buyer shall cause the Surviving Corporation to pay or assume all allowed administrative and priority claims and expenses of the Debtor and shall make available to the Surviving Corporation the monies necessary for the timely payment thereof.
E. The transactions contemplated by this Agreement, including the Merger, shall be consummated pursuant to the Amended Plan as confirmed by an order of the Bankruptcy Court entered pursuant to Section 1129 of the Bankruptcy Code (as defined in Section 2.1(a)) (the "Confirmation Order"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Amended Plan.
NOW, THEREFORE, in consideration of the representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties further agree as follows:
-1-
ARTICLE I
THE MERGER
1.1 The Merger; Effective Time. Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL"), including Section 303 thereof, the Merger Subsidiary shall merge with and into the Debtor (such merger being referred to herein as the "Merger") at the Effective Time (as defined below in this Section 1.1). The Merger shall have the effects set forth in Section 259 of the DGCL. At the Effective Time, the separate corporate existence of the Merger Subsidiary shall cease and thereafter the Debtor shall continue as the surviving corporation in the Merger (the "Surviving Corporation"), and all the rights, privileges, immunities, powers and franchises (of a public as well as of a private nature) of the Debtor and the Merger Subsidiary and all property (real, personal and mixed) of the Debtor and the Merger Subsidiary shall vest in the Surviving Corporation. The "Effective Time" shall be the time at which the Debtor and the Merger Subsidiary file a certificate of merger or other appropriate documents prepared and executed in accordance with the relevant provisions of the DGCL and in customary form (the "Certificate of Merger") with the Secretary of State of the State of Delaware or such later time as may be specified in the Certificate of Merger.
1.2 The Closing. Unless this Agreement shall have been terminated pursuant to Article VI hereof, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Sidley Austin Brown & Wood llp, 787 Seventh Avenue, New York, New York 10019, commencing at 10:00 a.m., local time, on the first business day of the month next succeeding the month in which all the conditions to the obligations of the Parties to consummate the transactions contemplated hereby set forth in Section 5.1 (other than Section 5.1(f)) have first been satisfied or waived, which first business day shall be the same date as the Effective Date (as defined in the Amended Plan); provided that the Closing shall not occur until the condition set forth in Section 5.1(f) shall have been satisfied and the conditions set forth in Sections 5.2 and 5.3 shall have been and shall remain satisfied or waived.
1.3 Actions at the Closing. At the Closing, (a) the Debtor shall deliver to the Buyer and the Merger Subsidiary the various certificates, instruments and documents referred to in Section 5.2, (b) the Buyer and the Merger Subsidiary shall deliver to the Debtor the various certificates, instruments and documents referred to in Section 5.3, (c) the Debtor and the Merger Subsidiary shall immediately thereafter file with the Secretary of State of the State of Delaware the Certificate of Merger, and (d) the Buyer shall deliver to the Surviving Corporation $76,000,000 in immediately available funds (the "Merger consideration") provided, however, that the Merger Consideration shall be decreased to the extent, if any, required by Section 1.10(a).
1.4 Additional Action. The Surviving Corporation may, at any time after the Effective Time, take any action, including executing and delivering any document, in the name and on behalf of either the Debtor or the Merger Subsidiary, in order to consummate the transactions contemplated by this Agreement.
184246
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 Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, Na – Corporation, ZC Specialty Insurance Company, Centre Reinsurance (US) Limited, LaSalle Bank National Association, AHC Tenant, Inc., AHC Acquisition Co., Selco Service Corporation, and Bank One, Na tional Association, dated December 27, 2002 and annexed hereto as Exhibit A.
Claim
means a claim against the Debtor, whether or not asserted
_____________
dt 100155
;
Health Care REIT
As referenced in this Agreement and Plan of Merger:
Health Care REIT – Inc., and Guaranty Bank, f/k/a Guaranty Federal Bank, F.S.B., dated July 26, 2002 and annexed as Exhibit A hereto.
Health Care REIT Master Lease Agreement
means the master lease between Alterra Healthcare Corporation and Health Care REIT, Inc., HCRI North Carolina Properties, LLC, HCRI Tennessee
_____________
Health Care REIT, – 26, 2002 and annexed as Exhibit A hereto.
Health Care REIT Master Lease Agreement
means the master lease between Alterra Healthcare Corporation and Health Care REIT, Inc., HCRI North Carolina Properties, LLC, HCRI Tennessee Properties, Inc., HCRI Texas Properties, Ltd., HCRI Indiana Properties, LLC, and HCRI Wisconsin Properties,
_____________
Health Care REIT, – Claim consent(s) to alternative treatment.
undetermined
-25-
Type of Allowed Claim or Equity
Estimated
Class
Interest
Treatment
Recovery
1P
Secured Claim of Health Care REIT, Inc., HCRI North Carolina Properties, LLC, HCRI Tennessee Properties, Inc., HCRI Texas Properties, Ltd., HCRI Indiana Properties, LLC and HCRI Wisconsin Properties,
_____________
Health Care REIT – rights of the Holders of this Claim; Impaired if Holder(s) of Claim consents to alternative treatment. The Debtor intends to assume the Health Care REIT Master Lease Agreement pursuant to Section 4.01 of the Plan subject to the conditions set forth in the Merger Agreement.
100%
1Q
_____________
Health Care REIT, – as borrower.
Section 5.2(d)(iv) No Default - Leases
1. Master lease agreement, dated as of December 27, 2002, as amended, among Health Care REIT, Inc., HCRI North Carolina Properties, LLC, and HCRI Tennessee Properties, Inc., HCRI-Texas Properties, LTD. , HCRI Indiana Properties, LLC, HCRI Wisconsin Properties,
_____________
dt 111530
;
LTC Properties
As referenced in this Agreement and Plan of Merger:
(LTC Properties) – landlords, and Debtor, as tenant.
2. Lease dated as of December 15, 2002, among LTC-K1 Inc., as lessor, and Debtor, as lessee (LTC Properties) .
3. Lease dated as of December 15, 2002, among LTC-K2 Limited Partnership as lessor and Debtor, as lessee (LTC Properties).
4.
_____________
(LTC Properties) – as lessee (LTC Properties).
3. Lease dated as of December 15, 2002, among LTC-K2 Limited Partnership as lessor and Debtor, as lessee (LTC Properties) .
4. Lease dated as of December 15, 2002, among Kansas-LTC Corporation as lessor and Debtor, as lessee (LTC Properties).
5. Lease
_____________
(LTC Properties) – Debtor, as lessee (LTC Properties).
4. Lease dated as of December 15, 2002, among Kansas-LTC Corporation as lessor and Debtor, as lessee (LTC Properties) .
5. Lease dated as of December 15, 2002, among LTC Properties, Inc., Texas LTC Limited Partnership and North Carolina Real Estate Investment,
_____________
LTC Properties, – 15, 2002, among Kansas-LTC Corporation as lessor and Debtor, as lessee (LTC Properties).
5. Lease dated as of December 15, 2002, among LTC Properties, Inc., Texas LTC Limited Partnership and North Carolina Real Estate Investment, LLC as lessor and Debtor, as lessee (LTC Properties).
-4-
6.
_____________
(LTC Properties) – 15, 2002, among LTC Properties, Inc., Texas LTC Limited Partnership and North Carolina Real Estate Investment, LLC as lessor and Debtor, as lessee (LTC Properties) .
-4-
6. Individual leases with Nationwide Health Properties, Inc. with respect to Albany Residential, Forest Grove, Mt. Hood, McMinnville and both Westwood
_____________
dt 110762
;
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Nationwide
As referenced in this Agreement and Plan of Merger:
Nationwide Health Properties, Inc – Inc., and a syndicate of lenders, dated June 25, 2002 annexed as Exhibit A hereto.
NHP Master Lease
means the master lease between Nationwide Health Properties, Inc ., NH Texas Properties Limited Partnership, NHP Silverwood Investments, Inc., NHP Westwood Investments, Inc., MLD Delaware Trust, MLD Properties, LLC and Alterra, dated
_____________
Nationwide Health Properties, Inc – treatment afforded under the Plan pursuant to the terms of the US Bank Stipulation.
unknown but less than 100%
1N
Secured Claim of Nationwide Health Properties, Inc ., NH Texas Properties Limited Partnership, NHP Silverwood Investments, Inc., NHP Westwood Investments, Inc., MLD Delaware Trust and MLD Properties, LLC related to
_____________
Nationwide Health Properties, Inc – Inc., NHP Westwood Investments, Inc., MLD Delaware Trust and MLD Properties, LLC related to NHP Master Lease with Alterra and secured claim of Nationwide Health Properties, Inc . related to individual leases of six (6) residences and secured claim of Nationwide Health Properties, Inc. as assignee of the sublandlords interest
_____________
Nationwide Health Properties, Inc – Lease with Alterra and secured claim of Nationwide Health Properties, Inc. related to individual leases of six (6) residences and secured claim of Nationwide Health Properties, Inc . as assignee of the sublandlords interest under the sublease from 2010 Union Limited Partnership to Alterra.
Unimpaired; the Plan leaves unaltered the
_____________
Nationwide Health Properties, Inc – LTC Limited Partnership and North Carolina Real Estate Investment, LLC as lessor and Debtor, as lessee (LTC Properties).
-4-
6. Individual leases with Nationwide Health Properties, Inc . with respect to Albany Residential, Forest Grove, Mt. Hood, McMinnville and both Westwood facilities, together with underlying ground lessor/lender estoppels/consents,
_____________
dt 322054
;
Omega Healthcare
As referenced in this Agreement and Plan of Merger:
Omega Healthcare Investors, – Securities, existing prior to the Commencement Date.
Omega Settlement Agreement
means the settlement agreement between Alterra, AHC Properties, Inc., ALS-Clare Bridge, Inc., Omega Healthcare Investors, Inc. and Omega (Kansas), Inc., approved by Order dated June 23, 2003.
Order
means an order or judgment of the Court as
_____________
Omega Healthcare Investors, – pursuant to Section 4.01 of the Plan subject to the conditions set forth in the Merger Agreement.
100%
1Q
Secured Claim of Omega Healthcare Investors, Inc. related to a Guaranty by Alterra of a Master Lease agreement originally dated June 14, 1999, as amended, with AHC Properties,
_____________
Omega Healthcare Investors, – SHP lease to AHC Trailside, Inc. and loan to Pomacy Corporation).
10. Master lease dated as of June 14, 1999, as amended, between Omega Healthcare Investors, Inc., as lessor, and AHC Properties, Inc., as lessee and Master lease dated as of June 4, 1999, as amended, between Omega (
_____________
dt 109962
;
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Agreement and Plan of Merger
Agreement and Plan of Merger (134K)
Doc #436053: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April
4, 2005, is entered into by and among John H. Harland Company, a Georgia
corporation ("Buyer"), Justice Acquisition Corporation, a Minnesota corporation
and wholly-owned subsidiary of Buyer ("Sub"), Liberty Enterprises, Inc., a
Minnesota corporation (the "Company"), the shareholders of the Company listed on
the signature page hereto (the "Controlling Shareholders") and David L. Copham
solely in the . . .
436053
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – more than
the Closing estimate, the Shareholders' Representative will pay to Buyer the
under-estimate from the Escrow Fund. "Indebtedness for Borrowed Money" shall
mean (i) the amount owed to Bank One, NA (successor by merger to Bank One,
Wisconsin) as of the Closing Date pursuant to that certain Credit and Term Loan
Agreement dated as of August 28, 2000, as amended,
_____________
Bank One, NA – successor by merger to Bank One,
Wisconsin) as of the Closing Date pursuant to that certain Credit and Term Loan
Agreement dated as of August 28, 2000, as amended, between Bank One, NA and the
Company, and (ii) any other indebtedness for borrowed money of the Company as of
the Closing Date all of which is set forth on Schedule 2.1(
_____________
dt 1374082
;
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Wachovia Capital
As referenced in this Agreement and Plan of Merger:
Wachovia Capital
Markets, LLC – to, any Governmental Entity, other
than those required by the HSR Act.
Section 4.5. Brokers. No broker, finder or investment
banker, other than Lane, Berry & Co. International, LLC and Wachovia Capital
Markets, LLC , is entitled to any fee or commission in connection with this
Agreement or the transactions contemplated hereby based upon arrangements made
by or on behalf of Buyer or Sub.
_____________
dt 1485281
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Agreement and Plan of Merger
Agreement and Plan of Merger (195K)
Doc #627778: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF APRIL 24, 2005
BY AND BETWEEN
VALERO ENERGY CORPORATION
AND
PREMCOR INC.
TABLE OF CONTENTS
ARTICLE I
CERTAIN DEFINITIONS
1
ARTICLE II
THE MERGER
8
2.1 The Merger
8
2.2 Effective Time of the Merger
8
2.3 Effects of the Merger
8
2.4 Closing
. . .
627778
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – a).
Premcor Credit Agreement means the Credit Agreement, dated as of April 13, 2004, among PRG, the Lenders and Issuers Party Thereto, Citicorp North America, Inc., Fleet National Bank and Bank One, NA and SunTrust Bank, as the same may have been amended or restated prior to the date of this Agreement.
Premcor Disclosure Schedule shall have the meaning set forth in
_____________
dt 1713402
;
Premcor
As referenced in this Agreement and Plan of Merger:
PREMCOR INC – 2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
DATED AS OF APRIL 24, 2005
BY AND BETWEEN
VALERO ENERGY CORPORATION
AND
PREMCOR INC .
TABLE OF CONTENTS
ARTICLE I
CERTAIN DEFINITIONS
1
ARTICLE II
THE MERGER
8
2.1 The Merger
8
2.2 Effective Time of the Merger
8
2.3 Effects
_____________
PREMCOR INC – A ? Form of Affiliate Letter
-ii-
AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2005 (this ?Agreement?), by and between VALERO ENERGY CORPORATION, a Delaware corporation (?Valero?) and PREMCOR INC ., a Delaware corporation (?Premcor?).
W I T N E S S E T H:
WHEREAS, the Board of Directors of each of Valero and Premcor has approved the transactions
_____________
Premcor inc – January 1, 2003.
(f) Absence of Undisclosed Liabilities. (i) Except for (A) those liabilities that are fully reflected or reserved for in the consolidated financial statements (or notes thereto) of Premcor inc luded in the Premcor 2004 10-K, as filed with the SEC prior to the date of this Agreement, (B) liabilities incurred since December 31, 2004 in the ordinary course
_____________
Premcor Inc – copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Edward D. Herlihy, Esq.
Lawrence S. Makow, Esq.
(ii)
if to Premcor to:
Premcor Inc .
1700 East Putnam Avenue, Suite 400
Old Greenwich, Connecticut 06870
Attention: Senior Vice President and General Counsel
with a copy to:
-52-
Stroock & Stroock & Lavan LLP
180
_____________
PREMCOR INC – officers thereunto duly authorized, all as of the date first written above.
VALERO ENERGY CORPORATION
By:
/s/ William E. Greehey
Name:
William E. Greehey
Title:
Chairman and Chief Executive Officer
PREMCOR INC .
By:
/s/ Jefferson F. Allen
Name:
Jefferson F. Allen
Title:
Chief Executive Officer
[AGREEMENT AND PLAN OF MERGER]
EXHIBIT A
Form of Affiliate Letter
Valero Energy Corporation
One Valero
_____________
dt 1796154
;
|
 Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – in Article VII and the termination rights set forth in Article VIII, the closing of the transactions contemplated by this Agreement (the Closing) will take place at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York, 10019 at 10:00 A.M. on the second Business Day following the satisfaction or waiver (subject to
_____________
Wachtell, Lipton – or prior to the Closing Date; and Valero shall have received a certificate of an executive officer of Premcor to such effect.
(c) Tax Opinion. Valero shall have received from Wachtell, Lipton , Rosen & Katz, counsel to Valero, a written opinion dated the Closing Date to the effect that for federal income tax purposes the Merger will constitute a reorganization within
_____________
Wachtell, Lipton – the party to receive such notice:
(i)
if to Valero to:
Valero Energy Corporation
One Valero Way
San Antonio, Texas 78249
Attention: Vice President Legal Services
with a copy to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Edward D. Herlihy, Esq.
Lawrence S. Makow, Esq.
(ii)
if to Premcor to:
Premcor Inc.
1700
_____________
dt 1718790
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – may be, its costs and expenses (including attorneys fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of Bank One, NA in effect on the date such payment was required to be made.
(b) Notwithstanding the preceding, in the event that this Agreement is terminated by the Company pursuant to
_____________
dt 1713420
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| 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (250K)
Doc #870162: Click preview link for longer preview.
Use these links to rapidly review the document
ANNEX A TABLE OF CONTENTS
ANNEX A
Agreement of Plan and Merger
A-1
AGREEMENT AND PLAN OF MERGER
DATED AS OF FEBRUARY 23, 2002
AMONG
HELMERICH & PAYNE, INC.,
HELMERICH & PAYNE EXPLORATION AND PRODUCTION CO.,
MOUNTAIN ACQUISITION CO.
AND
KEY PRODUCTION COMPANY, INC.
A-2
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS
ARTICLE 2 THE MERGER
2.1
Distribution and Merger.
2.2
Effect on Capital Stock.
2.3
Cancellation of Stock.
2. . . .
870162
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – incur any material obligation or liability (absolute or contingent) other than indebtedness under the Credit Agreement dated as of November 12, 1999 among the Company, Bank of America, N.A., Bank One, NA , Banc of America Securities LLC and certain other financial institutions, as amended from time to time; provided, however, that the aggregate outstanding indebtedness under such credit agreement shall not
_____________
dt 1713422
;
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BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – obligation or liability (absolute or contingent) other than indebtedness under the Credit Agreement dated as of November 12, 1999 among the Company, Bank of America, N.A., Bank One, NA, Banc of America Securities LLC and certain other financial institutions, as amended from time to time; provided, however, that the aggregate outstanding indebtedness under such credit agreement shall not exceed $45 million (exclusive of
_____________
dt 1705074
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Agreement and Plan of Merger
Agreement and Plan of Merger (267K)
Doc #937455: Click preview link for longer preview.
agreement and plan of merger
by and among
modine manufacturing company,
modine aftermarket holdings, inc.
and
transpro, inc.
January 31, 2005
I. DEFINITIONS 1
1.1 Definitions 1
1.2 Interpretation 10
II. SPIN OFF, G&O MANUFACTURING STOCK SALE AND MERGER 11
2.1 The Spin Off 11
2.2 The OEM Stock Sale 11
2.3 The Merger 11
2.4 Certificate of Incorporation and Bylaws 12
2.5 Directors 12
2.6 Officers 13
2.7 Name 13
2.8 Tax Consequences 13
III. CONVERSION OF SHARES AND OTHER MATTERS 13
3.1 . . .
937455
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – but only the repayment obligation) with respect to outstanding indebtedness of Modine pursuant to its Amended and Restated Credit Agreement dated as of October 27, 2004, as amended, among Modine, Bank One, NA , as Agent, and the Lenders named therein, as the same may be amended from time to time and including any credit facility in replacement thereof or substitution therefor (the &
_____________
dt 1713469
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Agreement and Plan of Merger
Agreement and Plan of Merger (334K)
Doc #944218: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
FEBC-ALT INVESTORS INC.
FEBC-ALT ACQUISITION INC.
AND
ALTERRA HEALTHCARE CORPORATION
Dated as of July 18, 2003
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
2
1.1
The Merger; Effective Time
2
1.2
The Closing
2
1.3
Actions at the Closing
2
1.4
Additional Action
2
1.5
Conversion of Securities
3
1.6
Certificate of Incorporation
3
1.7
By-laws
3
1.8
Directors and Officers
3
1.9
Payment of Administrative . . .
944218
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, Na – Agreement by and among Alterra, Pita
General Corporation, ZC Specialty
Insurance Company, Centre Reinsurance
(US) Limited, LaSalle Bank National
Association, AHC Tenant, Inc., AHC
Acquisition Co., Selco Service
Corporation, and Bank One, Na tional
Association, dated December 27, 2002
and annexed hereto as Exhibit A.
Claim
means a claim against the Debtor,
whether or not asserted or Allowed, as
defined in section 101(
_____________
dt 1713686
;
Omega Healthcare
As referenced in this Agreement and Plan of Merger:
Omega Healthcare
Investors, Inc – appreciation or
similar rights relating to Old
Securities, existing prior to the
Commencement Date.
Omega Settlement Agreement
means the settlement agreement between
Alterra, AHC Properties, Inc., ALS-Clare
Bridge, Inc., Omega Healthcare
Investors, Inc . and Omega (Kansas),
Inc., approved by Order dated June 23,
2003.
Order
means an order or judgment of the Court
as entered on the Docket.
Other Priority Claim
means
_____________
Omega
Healthcare Investors, Inc – the Health Care REIT Master Lease Agreement pursuant
to Section 4.01 of the Plan subject to the
conditions set forth in the Merger Agreement.
100%
1Q
Secured Claim of Omega
Healthcare Investors, Inc .
related to a Guaranty by
Alterra of a Master Lease
agreement originally dated June
14, 1999, as amended, with AHC
Properties, Inc., and Omega
(Kansas), Inc. related to an
_____________
Omega Healthcare Investors, Inc – landlord, and AHC Trailside, Inc., as tenant (SHP lease to AHC Trailside, Inc. and loan to Pomacy Corporation).
10.
Master lease dated as of June 14, 1999, as amended, between Omega Healthcare Investors, Inc ., as lessor, and AHC Properties, Inc., as lessee and Master lease dated as of June 4, 1999, as amended, between Omega (Kansas), Inc. as lessor and AHC Properties, Inc.,
_____________
dt 1723754
;
|
SHPT
As referenced in this Agreement and Plan of Merger:
Senior
Housing Properties Trust
– this Claim;
Impaired if Holder(s) of Claim consent(s) to the
conditions and treatment set forth in the Merger
Agreement.
100%
1L
Secured Guaranty Claim of
certain affiliates of Senior
Housing Properties Trust
related to Master Lease with
AHC Trailside, Inc. and loan to
Pomacy Corporation
Unimpaired; the Plan leaves unaltered the legal and
equitable rights of the Holders of this Claim.
100%
_____________
dt 1707507
;
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank
National Association – due October 2007 issued
in connection with the restructuring of
certain of Alterra’s joint venture
arrangements.
US Bank Stipulation
means the stipulation of Alterra
Healthcare
-19-
Corporation and U.S. Bank
National Association providing for the
disposition of certain properties and
for relief from the automatic stay,
approved by Order dated June 24, 2003.
Voting Agent
means Bankruptcy Services, LLC.
Voting Deadline
means
_____________
U.S. Bank National Association – Ballot will be
accepted.
WaMu Collateral Disposition
Agreement
means the agreement between Alterra, ALS
Holdings, Inc., ALS Wisconsin Holdings,
Inc., Washington Mutual Bank, FA
(successor by merger to Bank United),
U.S. Bank National Association (f/k/a
Firstar Bank Milwaukee, N.A.) and
AmSouth Bank, dated October 8, 2002,
annexed as Exhibit A hereto.
WaMu Forbearance Agreement
means the agreement between Alterra, ALS
_____________
U.S. Bank National Association – annexed as Exhibit A hereto.
WaMu Forbearance Agreement
means the agreement between Alterra, ALS
Holdings, Inc., ALS Wisconsin Holdings,
Inc., Washington Mutual Bank, FA
(successor by merger to Bank United),
U.S. Bank National Association (f/k/a
Firstar Bank Milwaukee, N.A.) and
AmSouth Bank, dated November 1, 2001,
annexed as Exhibit A hereto.
5.25% Debentures
means the 5.25% Subordinated Debentures,
_____________
U.S. Bank National Association
– the National Settlement Agreement.
unknown but less
than 100%
-23-
Type of Allowed Claim or Equity
Estimated
Class
Interest
Treatment
Recovery
1C
Secured Guaranty Claim of
Washington Mutual Bank, FA,
U.S. Bank National Association
(f/k/a Firstar Bank Milwaukee,
N.A.) and AmSouth Bank related
to loan agreement with ALS
Holdings, Inc., and ALS
Wisconsin Holdings, Inc.
Impaired; Holders of this Claim
_____________
dt 1701054
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Agreement and Plan of Share Exchange
Agreement and Plan of Share Exchange (121K)
Doc #989344: Click preview link for longer preview.
AGREEMENT AND PLAN OF SHARE EXCHANGE
BY AND AMONG
CARING PRODUCTS INTERNATIONAL, INC.,
USDR GLOBAL AEROSPACE, LTD. AND
THE SHAREHOLDERS OF USDR GLOBAL AEROSPACE, LTD.
Dated as of May 15, 2002
<PAGE>
AGREEMENT AND PLAN OF SHARE EXCHANGE
AGREEMENT (the "Agreement"), dated as of May 15, 2002, by and among
Caring Products International, Inc., a corporation existing under the laws of
Delaware ( . . .
989344
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Bank One
As referenced in this Agreement and Plan of Share Exchange:
Bank One, NA – May 14, 2002 between USDR Aerospace Ltd., a Texas limited partnership, and the
Company.
38
Schedule 3.21
-------------
Company's Bank
The Company has its only deposit account at Bank One, NA , Mansfield,
Texas. The only person authorized to draw thereon is Julie Seaman, the Company's
Treasurer and Chief Financial Officer. The Company has no safe deposit box.
39
_____________
dt 1713538
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| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (199K)
Doc #1022684: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF APRIL 24, 2005
BY AND BETWEEN
VALERO ENERGY CORPORATION
AND
PREMCOR INC.
1022684
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – a).
Premcor Credit Agreement means the Credit Agreement, dated as of April 13, 2004, among PRG, the Lenders and Issuers Party Thereto, Citicorp North America, Inc., Fleet National Bank and Bank One, NA and SunTrust Bank, as the same may have been amended or restated prior to the date of this Agreement.
Premcor Disclosure Schedule shall have the meaning set forth in
_____________
dt 1713548
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Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – in Article VII and the termination rights set forth in Article VIII, the closing of the transactions contemplated by this Agreement (the Closing) will take place at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York, 10019 at 10:00 A.M. on the second Business Day following the satisfaction or waiver (subject to
_____________
Wachtell, Lipton – or prior to the Closing Date; and Valero shall have received a certificate of an executive officer of Premcor to such effect.
(c) Tax Opinion. Valero shall have received from Wachtell, Lipton , Rosen & Katz, counsel to Valero, a written opinion dated the Closing Date to the effect that for federal income tax purposes the Merger will constitute a reorganization within
_____________
Wachtell, Lipton – the party to receive such notice:
(i) if to Valero to:
Valero Energy Corporation
One Valero Way
San Antonio, Texas 78249
Attention: Vice President Legal Services
with a copy to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Edward D. Herlihy, Esq.
Lawrence S. Makow, Esq.
(ii) if to Premcor to:
Premcor Inc.
1700
_____________
dt 1718884
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| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (295K)
Doc #1086535: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MODINE MANUFACTURING COMPANY,
MODINE AFTERMARKET HOLDINGS, INC.
AND
TRANSPRO, INC.
JANUARY 31, 2005
TABLE OF CONTENTS
I. DEFINITIONS...........................................................1
1.1 Definitions..................................................1
1.2 . . .
1086535
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – but only the repayment obligation) with respect to
outstanding indebtedness of Modine pursuant to its Amended and Restated Credit
Agreement dated as of October 27, 2004, as amended, among Modine, Bank One, NA ,
as Agent, and the Lenders named therein, as the same may be amended from time to
time and including any credit facility in replacement thereof or substitution
therefor (the "
_____________
dt 1713565
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (159K)
Doc #1133567: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
RPR ACQUISITION SUBSIDIARY, INC.,
ROPER INDUSTRIES, INC.,
and
ZETEC, INC.
dated as of July 31, 2002
TABLE OF CONTENTS
Page
1. DEFINITIONS
1
2. MERGER
9
(a) Inventory Count
9
(b) Merger
9
(c) Execution of Merger
10
(d) . . .
1133567
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – foreign law).
Aggregate Consideration has the meaning set forth in Section 2(d)(i) below.
Applicable Rate means the corporate base rate of interest announced from time to time by Bank One, NA .
Business means the business conducted by the Company and its Subsidiary prior to and as of the Closing Date, which is the business of the design, manufacture, and assembly
_____________
dt 1713629
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Roper
As referenced in this Agreement and Plan of Merger:
ROPER INDUSTRIES, INC. –
EX-2 4 amend2_ex2-1.htm 2-1 ZETEC AGREEMENT
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
RPR ACQUISITION SUBSIDIARY, INC.,
ROPER INDUSTRIES, INC. ,
and
ZETEC, INC.
dated as of July 31, 2002
TABLE OF CONTENTS
Page
1. DEFINITIONS
1
2. MERGER
9
(a) Inventory Count
9
(b) Merger
9
(c) Execution of
_____________
ROPER INDUSTRIES, INC. – AND PLAN OF MERGER
This Agreement and Plan of Merger (this ?Agreement?) is entered into on _______, 2002, by and among RPR ACQUISITION SUBSIDIARY, INC., a Delaware corporation (the ?Buyer?), ROPER INDUSTRIES, INC. , a Delaware corporation and parent of Buyer (?Parent?), and ZETEC, INC., a Washington corporation (the ?Company?). The Buyer, Parent, and the Company are referred to collectively herein as the ?
_____________
Roper Industries, Inc. – the intended recipient as set forth below:
If to the Buyer or the Surviving Corporation:
C. Thomas O'Grady
Copy to:
RPR Acquisition Subsidiary, Inc.
Thomas R. McNeill
c/o Roper Industries, Inc.
Powell, Goldstein, Frazer & Murphy LLP
160 Ben Burton Road
191 Peachtree Street, NE, 16th Floor
Bogart, Georgia 30622
Atlanta, GA 30303
Facsimile: (706) 353-6496
Facsimile: (404) 572-
_____________
Roper Industries, Inc. – E. 37th Street
Sammamish, WA 98075
Robert Vollmer
26636 S.E. 31st Street
Sammamish, WA 98075
If to the Parent:
Copy to:
C. Thomas O'Grady
Shanler D. Cronk, Esq.
Roper Industries, Inc.
Roper Industries, Inc.
160 Ben Burton Road
160 Ben Burton Road
Bogart, Georgia 30622
Bogart, Georgia 30622
Facsimile: (706)353-6496
Facsimile: (706)353-6496
50
Any Party may
_____________
Roper Industries, Inc. – Sammamish, WA 98075
Robert Vollmer
26636 S.E. 31st Street
Sammamish, WA 98075
If to the Parent:
Copy to:
C. Thomas O'Grady
Shanler D. Cronk, Esq.
Roper Industries, Inc.
Roper Industries, Inc.
160 Ben Burton Road
160 Ben Burton Road
Bogart, Georgia 30622
Bogart, Georgia 30622
Facsimile: (706)353-6496
Facsimile: (706)353-6496
50
Any Party may send any notice,
_____________
dt 1740371
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Roper
As referenced in this Agreement and Plan of Merger:
ROPER INDUSTRIES, INC. –
EX-2 4 amend2_ex2-1.htm 2-1 ZETEC AGREEMENT
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
RPR ACQUISITION SUBSIDIARY, INC.,
ROPER INDUSTRIES, INC. ,
and
ZETEC, INC.
dated as of July 31, 2002
TABLE OF CONTENTS
Page
1. DEFINITIONS
1
2. MERGER
9
(a) Inventory Count
9
(b) Merger
9
(c) Execution of
_____________
ROPER INDUSTRIES, INC. – AND PLAN OF MERGER
This Agreement and Plan of Merger (this ?Agreement?) is entered into on _______, 2002, by and among RPR ACQUISITION SUBSIDIARY, INC., a Delaware corporation (the ?Buyer?), ROPER INDUSTRIES, INC. , a Delaware corporation and parent of Buyer (?Parent?), and ZETEC, INC., a Washington corporation (the ?Company?). The Buyer, Parent, and the Company are referred to collectively herein as the ?
_____________
Roper Industries, Inc. – the intended recipient as set forth below:
If to the Buyer or the Surviving Corporation:
C. Thomas O'Grady
Copy to:
RPR Acquisition Subsidiary, Inc.
Thomas R. McNeill
c/o Roper Industries, Inc.
Powell, Goldstein, Frazer & Murphy LLP
160 Ben Burton Road
191 Peachtree Street, NE, 16th Floor
Bogart, Georgia 30622
Atlanta, GA 30303
Facsimile: (706) 353-6496
Facsimile: (404) 572-
_____________
Roper Industries, Inc. – E. 37th Street
Sammamish, WA 98075
Robert Vollmer
26636 S.E. 31st Street
Sammamish, WA 98075
If to the Parent:
Copy to:
C. Thomas O'Grady
Shanler D. Cronk, Esq.
Roper Industries, Inc.
Roper Industries, Inc.
160 Ben Burton Road
160 Ben Burton Road
Bogart, Georgia 30622
Bogart, Georgia 30622
Facsimile: (706)353-6496
Facsimile: (706)353-6496
50
Any Party may
_____________
Roper Industries, Inc. – Sammamish, WA 98075
Robert Vollmer
26636 S.E. 31st Street
Sammamish, WA 98075
If to the Parent:
Copy to:
C. Thomas O'Grady
Shanler D. Cronk, Esq.
Roper Industries, Inc.
Roper Industries, Inc.
160 Ben Burton Road
160 Ben Burton Road
Bogart, Georgia 30622
Bogart, Georgia 30622
Facsimile: (706)353-6496
Facsimile: (706)353-6496
50
Any Party may send any notice,
_____________
dt 1740382
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Agreement and Plan of Merger
Agreement and Plan of Merger (186K)
Doc #1133634: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
RPR ACQUISITION SUBSIDIARY, INC.,
ROPER INDUSTRIES, INC.,
and
ZETEC, INC.
dated as of July 31, 2002
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
. . .
1133634
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – foreign law).
"Aggregate Consideration" has the meaning set forth in Section 2(d)(i)
below.
"Applicable Rate" means the corporate base rate of interest announced from
time to time by Bank One, NA .
"Business" means the business conducted by the Company and its Subsidiary
prior to and as of the Closing Date, which is the business of the design,
manufacture, and assembly
_____________
dt 1713630
;
Roper
As referenced in this Agreement and Plan of Merger:
ROPER INDUSTRIES, INC. – gt;d53261_ex2-1.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
RPR ACQUISITION SUBSIDIARY, INC.,
ROPER INDUSTRIES, INC. ,
and
ZETEC, INC.
dated as of July 31, 2002
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
1.
_____________
ROPER INDUSTRIES, INC. – AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement") is entered into on
_______, 2002, by and among RPR ACQUISITION SUBSIDIARY, INC., a Delaware
corporation (the "Buyer"), ROPER INDUSTRIES, INC. , a Delaware corporation and
parent of Buyer ("Parent"), and ZETEC, INC., a Washington corporation (the
"Company"). The Buyer, Parent, and the Company are referred to collectively
herein as the "
_____________
Roper Industries, Inc. – the intended recipient as set forth
below:
If to the Buyer or the Surviving Corporation:
C. Thomas O'Grady Copy to:
RPR Acquisition Subsidiary, Inc. Thomas R. McNeill
c/o Roper Industries, Inc. Powell, Goldstein, Frazer & Murphy LLP
160 Ben Burton Road 191 Peachtree Street, NE, 16th Floor
Bogart, Georgia 30622 Atlanta, GA 30303
Facsimile: (706) 353-6496 Facsimile: (404) 572-
_____________
Roper Industries, Inc. – Daniel Dahl
21534 S.E. 37th Street
Sammamish, WA 98075
Robert Vollmer
26636 S.E. 31st Street
Sammamish, WA 98075
If to the Parent:
C. Thomas O'Grady Copy to:
Roper Industries, Inc. Shanler D. Cronk, Esq.
160 Ben Burton Road Roper Industries, Inc.
Bogart, Georgia 30622 160 Ben Burton Road
Facsimile: (706) 353-6496 Bogart, Georgia 30622
Facsimile: (706) 353-6496
_____________
Roper Industries, Inc. – Vollmer
26636 S.E. 31st Street
Sammamish, WA 98075
If to the Parent:
C. Thomas O'Grady Copy to:
Roper Industries, Inc. Shanler D. Cronk, Esq.
160 Ben Burton Road Roper Industries, Inc.
Bogart, Georgia 30622 160 Ben Burton Road
Facsimile: (706) 353-6496 Bogart, Georgia 30622
Facsimile: (706) 353-6496
50
<PAGE>
Any Party may send any notice, request,
_____________
dt 1740372
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