Exhibit 2.A
Conformed Copy
PLAN OF MERGER
PLAN OF MERGER, dated as of October 22, 1998 between
CHRYSLER FINANCIAL CORPORATION, a Michigan corporation ("Financial"), and
CHRYSLER FINANCIAL COMPANY L.L.C., a Michigan limited liability company
("LLC") ("Plan of Merger").
PREAMBLE
WHEREAS, the parties hereto desire that Financial merge into LLC,
with LLC being the surviving entity, upon the terms and conditions herein set
forth (the "Merger");
WHEREAS, the outstanding capital stock of Financial consists of
250,000 shares of Common Stock, par value $100 per share, all of which are
issued and outstanding and entitled to vote on this Plan of Merger;
WHEREAS, the outstanding capitalization of LLC consists of $100,000
and Financial, as sole member of LLC, is entitled to vote on this Plan of
Merger;
WHEREAS, Financial desires to change its form of organization from a
Michigan corporation to a Michigan limited liability company;
WHEREAS, it is the express intention of Financial and LLC that
Chrysler Corporation, a Delaware corporation ("Chrysler"), as the sole
shareholder of Financial, become the sole member of LLC as a result of the
Merger and this Plan of Merger; and
WHEREAS, Financial desires to generally accomplish such changes by
merging into LLC in accordance with the procedures and subject to the terms
and conditions of this Plan of Merger.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
MERGER
1.1 Merger and Surviving Company. At the Effective Time (as such
term is defined in Section 1.2), Financial shall be merged into LLC in
accordance with Section 705(a) of the Michigan Limited Liability Company Act
and Section 736 of the Michigan Business Corporation Act, and the separate
existence and organization of Financial shall cease. LLC shall be the
surviving entity (herein sometimes referred to as the "Surviving
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Entity") and shall continue its existence under the laws of the State of
Michigan and shall succeed to all property (real, personal, and mixed),
rights, assets, liabilities, and obligations of Financial in consideration
for a corresponding increased membership interest of Financial in LLC, which
membership interest is received by Chrysler upon the Merger. The street
address of the Surviving Entity's principal place of business is 00000
Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000 and the Surviving Entity shall be a
Michigan limited liability company.
1.2. Effective Time. The merger of Financial into LLC shall become
effective as of the close of business on October 25, 1998 (the "Effective
Time").
1.3 Elimination of Unknown Shareholders. Chrysler is the sole
shareholder of Financial and shall be the only person to receive a membership
(or other equity) interest in LLC. Any other person claiming to be a
shareholder of Financial in addition to Chrysler, or claiming any other
equity interest in Financial, shall receive no membership (or other equity)
interest in LLC, and shall be entitled solely to monetary compensation in an
amount equal to the fair market value of the stock or other equity in
Financial.
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ARTICLE II
ARTICLES OF ORGANIZATION; OPERATING AGREEMENT;
MANAGERS; OFFICERS
2.1 Articles of Organization. The Articles of Organization of LLC in
effect immediately prior to the Effective Time shall continue as the Articles
of Organization of the Surviving Entity without amendment or modification.
2.2 Operating Agreement. The Amended and Restated Operating
Agreement of LLC in effect immediately prior to the Effective Time shall
continue as the Amended and Restated Operating Agreement of the Surviving
Entity without amendment or modification. The Amended and Restated Operating
Agreement may be amended at any time by the Member as prescribed in Section
8.1 thereof.
2.3 Managers and Officers. The managers and officers of
LLC immediately prior to the Effective Time shall continue as the managers
and officers of the Surviving Entity, to hold office subject to the Articles
of Organization and the Amended and Restated Operating Agreement of the
Surviving Entity and the Michigan Limited Liability Company Act.
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ARTICLE III
CONVERSION OF SHARES OF STOCK
3.1 Conversion of Common Stock of Financial. The total aggregate net
worth of Financial at the Effective Time shall be converted into an
additional capital amount of the Surviving Entity and the common stock of
Financial shall be retired and Chrysler Corporation, the holder of the common
stock of Financial, shall, at the Effective Time, become the sole member of
the Surviving Entity, replacing Financial as the sole member, and no cash or
securities or other property shall be issued in respect of such amount.
ARTICLE IV
MISCELLANEOUS
4.1 Termination. This Plan of Merger and all obligations hereunder
may be terminated and abandoned at any time prior to the Effective Time by
the mutual consent of the Board of Directors of Financial and the managers of
LLC.
4.2 Counterparts. This Plan of Merger may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Plan
of Merger to be executed by its duly authorized officers as of the date first
above written.
ATTEST: CHRYSLER FINANCIAL CORPORATION
By: /s/ X. X. Xxxxxxx By: /s/ X. X. Xxxxx
------------------- ----------------------------
Name: X. X. Xxxxx
Title: Chairman of the Board
ATTEST: CHRYSLER FINANCIAL COMPANY L.L.C.
By: /s/ X. X. Xxxxxxx By: /s/ X. X. Xxxxx
------------------- ----------------------------
Name: X. X. Xxxxx
Title: Chairman of the Board
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