AGREEMENT AND PLAN OF MERGER
OF RC LEASING, INC.
WITH AND INTO
ROYAL CROWN COMPANY, INC.
AGREEMENT AND PLAN
OF MERGER, dated this 26th, day of September, 2002, pursuant to
Section 252 of the General Corporation Law of the State of
Delaware, between Royal Crown Company, Inc. a Delaware corporation
and RC Leasing, Inc., a Delaware corporation.
WHEREAS, all of
the constituent corporations desire to merge into a single
corporation; and
NOW, THEREFORE,
the corporations, parties to this Agreement, in consideration of
the mutual covenants, agreements and provisions hereinafter
contained, do hereby prescribe the terms and conditions of said
merger and mode of carrying the same into effect as
follows:
FIRST: Royal Crown
Company, Inc., the surviving corporation, hereby merges into itself
RC Leasing, Inc., the merged corporation and RC Leasing, Inc. said
merged corporation, shall be and hereby is merged into Royal Crown
Company, Inc., which shall be the surviving corporation.
SECOND: The
Certificate of Incorporation of Royal Crown Company, Inc., the
surviving corporation, as heretofore amended and is in effect on
the date of the merger provided for in this Agreement, shall
continue in full force and effect as the Certificate of
Incorporation of the corporation surviving this merger.
THIRD: The manner
of converting the outstanding shares of the capital stock of each
of the constituent corporations into shares or other securities of
the surviving corporation shall be as follows:
(a) Each
share of common stock of the surviving corporation, which shall be
issued and outstanding on the effective date of this Agreement,
shall remain issued and outstanding.
(b) Royal
Crown Company, Inc., is the sole shareholder of all the outstanding
shares of common stock of the merged corporation, which shall be
outstanding on the effective date of this Agreement.
FOURTH: The terms
and conditions of the merger are as follows:
(a) The
by-laws of the surviving corporation as they shall exist on the
effective date of this Agreement shall be and remain the by-laws of
the surviving
