PLAN OF MERGER
THIS PLAN OF MERGER (the "Plan") is made and entered into as of this
15th day of February, 2000 by and between HOMESIDE HOLDINGS, INC., a Florida
corporation (the "Merging Corporation"), and HOMESIDE LENDING, INC., a Florida
corporation (the "Surviving Corporation"). The Merging Corporation and the
Surviving Corporation are hereinafter sometimes referred to collectively as the
"Constituent Corporations."
W I T N E S S E T H:
WHEREAS, the directors of the Constituent Corporations have determined
that it would be in the best interest of such corporations and their respective
shareholders for the Merging Corporation to merge with and into the Surviving
Corporation in accordance with Florida Business Corporation Act.
NOW, THEREFORE, in consideration of the premises, and the mutual
covenants, agreements, provisions and grants herein contained, the Constituent
Corporations hereby agree and prescribe the terms and conditions of this Plan of
Merger and the mode of carrying the same into effect, as follows:
1. Merger. Subject to and on the terms and conditions set forth herein, on
the Effective Date (as defined in Section 2 below), the Merging Corporation
shall be merged (the "Merger") with and into the Surviving Corporation, with the
Surviving Corporation remaining the surviving corporation.
2. Effective Date. The Merger shall become effective upon the filing of the
Articles of Merger with the Florida Department of State (the "Effective Date").
3. Effect of Merger. Upon the Effective Date: (a) the Merging Corporation
and the Surviving Corporation shall become a single corporation and the separate
corporate existence of the Merging Corporation shall cease; (b) the Surviving
Corporation shall succeed to and posses all the rights, privileges, powers, and
immunities of the Merging Corporation which, together with all of the assets,
properties, business, patents, trademarks, and goodwill of the Merging
Corporation, of every type and description wherever located, shall vest in the
Surviving Corporation without further act or deed; (c) all rights of creditors
and all liens upon any property of the Constituent Corporations shall remain
unimpaired; and (d) the name of the Merging Corporation shall remain and be
HOMESIDE LENDING, INC., without further act or deed.
4. Articles of Incorporation, Bylaws, Officers and Directors of Surviving
Corporation. Upon the Effective Date: (a) the Articles of Incorporation of the
Merging Corporation shall become the Articles of Incorporation of the Surviving
Corporation until amended in the manner provided by law; (b) the Bylaws of the
Surviving Corporation shall remain and continue as the Bylaws of the Surviving
Corporation until amended in the manner provided by law; and (c) the officers
and directors of the Surviving Corporation shall remain and continue as the
officers and directors of the Surviving Corporation until their successors are
duly elected and qualified in the manner provided for in the Bylaws of the
Surviving Corporation or by law.
5. Cancellation of Shares. Upon the Effective Date, all of the then-issued
and outstanding shares of capital stock of the Merging Corporation shall be
automatically canceled, without any action on the part of the holder thereof,
and converted, on a one-for-one basis, into shares of common stock of the
Surviving Corporation.
6. Articles of Merger. At the closing of the Merger, the parties shall
promptly execute the Articles of Merger attached hereto and file the same with
the Florida Department of State.
7. Governing Law. This Plan of Merger shall be governed and construed in
accordance with the laws of the State of Florida.
8. Counterparts. This Plan of Merger may be executed in counterparts, each
of which when so executed shall constitute an original copy hereof, but both of
which together shall be considered but one and the same document.
IN WITNESS WHEREOF, the parties have executed this Plan of Merger on
the date first above written.
HOMESIDE HOLDINGS, INC.
By: /S/
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
HOMESIDE LENDING, INC.
By: /S/
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
