"EXHIBIT 10.13"
AGREEMENT AND PLAN OF MERGER
WITNESSETH
Whereas, RAMPART PROPERTIES CORPORATION ("Rampart"), is a corporation duly
organized and existing under the laws of the State of Nevada, having been
incorporated on April 15, 1985, and having an authorized capital stock of
1,000,000 shares of common stock, $.01 par value (the "Rampart Common Stock"),
of which 116,000 shares are issued and outstanding, and all of which shares are
entitled to vote on this Agreement and Plan of Merger (this "Plan"), and
Whereas, MCORP PROPERTIES, L. L. C., ("MCORP") is a limited liability
company duly organized and existing under the laws of the State of Nevada,
having been organized on December 20, 2000, all of the members of which are
entitled to vote on this Plan and all of which will receive membership interests
as part of the Plan (the "MCORP Shares"); and
Whereas, the entire board of directors and all of the shareholders of
Rampart (the "Rampart Shareholders") and all of the members and managers of
MCORP (the "MCORP Members") deem it advisable and for the best interests of both
entities that Rampart be merged with and into MCORP as the surviving entity, as
authorized by the statutes of the State of Nevada and under and pursuant to the
terms and conditions thereinafter set forth, and for the Rampart Common Stock
issued and outstanding at the Effective Date (as hereinafter defined) to be
converted into MCORP Shares pursuant to this Plan; and
Whereas, the Rampart Shareholders and the MCORP Members have all
unanimously approved and entered into this Plan, which sets forth certain
representations, warranties and covenants in connection with said merger;
Now, therefore, in consideration of the premises and the mutual covenants
and agreements herein contained, and for the purpose of setting forth the terms
and conditions of said merger, the mode of carrying the same into effect, the
manner and basis of converting the shares of each constituent entity into shares
of the surviving entity and such other details and provisions as are deemed
necessary or desirable, the parties hereto have agreed to do hereby agree,
subject to the approval of adoption of this Plan by the requisite vote of the
Rampart Shareholders and the MCORP Members, and subject to the conditions
hereinafter set forth as follows:
Article I
TERMS AND CONDITIONS OF MERGER
The terms and conditions of the merger are (in addition to those set forth
else wherein this Plan) as follows:
(a) At the Effective Date:
(1) The constituent entities shall be a single entity, which shall be
MCORP, the entity designated herein as the surviving entity.
(2) The separate existence of Rampart shall cease.
(3) MCORP shall thereupon and thereafter possess all the
rights, privileges, powers and franchises as well of a public as of a private
nature, and be subject to all the restrictions, disabilities and duties of each
constituent entity; and all the singular, the powers and franchises of each
constituent entity, and all property, real, personal and mixed, and all debts
due to either constituent entity on whatever account, as well for stock
subscriptions as all other things in action or belonging to each constituent
entity shall be vested in MCORP; and all property, rights, privileges, powers
and franchises, and all and every other interest shall be thereafter as
effectually the property of MCORP as they were of the respective constituent
entities, and the title to any real estate vested by deed or otherwise in either
constituent entity shall not revery or be in any way impaired by reason of the
merger; but all rights of creditors and all liens upon any property of either
constituent entity shall be preserved unimpaired, and all debts, liabilities and
duties of the respective constituent entities shall thenceforth attach to MCORP
(the surviving entity) and may be enforced against it to the same extent as if
said debts, liabilities and duties had been incurred or contracted by it. Any
action or proceeding whether civil, criminal or administrative, pending by or
against either constituent entity shall be prosecuted as if the merger had not
taken place, or MCORP (the surviving entity) may be substituted in such action
or proceeding.
(4) All corporate acts, plans, policies, contracts, approvals and
authorizations of Rampart and the Rampart Shareholders, board of directors,
committees elected or appointed by the board of directors, officers and agents,
which were valid and effective immediately prior to the Effective Date shall be
taken for all purposes as the acts, plans, policies, contracts, approvals and
authorizations of MCORP (as the surviving entity) and shall be as effective and
binding thereon as the same were with respect to Rampart.
(5) The assets, liabilities, reserves and accounts of each
constituent entity shall be recorded on the books of MCORP at the amounts at
which they, respectively, shall then be carried on the books of such constituent
entity subject to such adjustments or eliminations of intercompany items as may
be appropriate in giving effect to the merger.
(b) The managers of MCORP shall be ▇. ▇. ▇▇▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇.
Article III
MANNER AND BASIS OF CONVERTING SHARES AND RELATING PROVISIONS
The manner and basis of converting the issued and outstanding shares of
each constituent entity into shares of the MCORP (the surviving entity) and the
mode of carrying the merger into effect are as follows:
(a) Each share of Rampart Common Stock outstanding at the Effective
Date shall be converted into one share of MCORP (the surviving entity) without
any action on the part of the holder thereof, and each shareholder of Rampart
shall be a member of MCORP. After the Effective Date, each holder of an
outstanding certificate or certificates which, prior thereto, represented shares
of Rampart Common Stock shall be entitled, upon surrender thereof to receive in
exchange therefor a certificate or certificates representing the number of whole
shares of MCORP into or for which his shares have been converted or exchanged.
All MCORP Shares into which shares of Rampart Common Stock shall have been
converted pursuant to this Article III shall be issued in full satisfaction of
all rights pertaining to such converted shares.
Article IV
ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT
The Articles of Organization and Operating Agreement for MCORP as existing
and constituted immediately prior to the Effective Date shall, upon the merger
becoming effective, be and constitute the Articles of Organization and Operating
Agreement of the surviving entity until amended in the manner provided by law.
Article V
OTHER PROVISIONS WITH RESPECT TO MERGER
(a) This Plan has been submitted to all of the shareholders of each
constituent entity as provided by the applicable laws of the State of Nevada.
Upon the approval or adoption thereof by the shareholders of each constituent
entity in accordance with the requirements of the laws of the State of Nevada,
all required documents shall be executed, filed and recorded and all required
acts shall be done in order to accomplish the merger under the provisions of the
applicable statutes of the State of Nevada.
(b) This plan may be terminated at any time prior to the Effective
Date, whether before or after action thereon by the shareholders of the
constituent entities, by mutual consent of the constituent entities, expressed
by action of their respective shareholders.
Article VI
APPROVAL AND EFFECTIVE TIME OF THE MERGER
(a) The merger shall become effective when all the following actions
shall have been taken:
(1) this Plan shall be adopted and approved on behalf of each
constituent entity in accordance with applicable Nevada law; and
(2) the Articles of Merger setting forth the information required
by, and executed and verified in accordance with Nevada law shall be filed in
the office of the Secretary of State of the State of Nevada, which Articles of
Merger shall show that the "Effective Date" of the subject merger to be December
31, 2000 at 3:00 p.m.
(b) For the convenience of the parties, any number of counterparts
hereof may be executed, and each such counterpart shall be deemed to be an
original instrument,
(c) This Plan and the legal relations between the parties hereto shall
be governed by the construed in accordance with the laws of the State of Nevada,
(d) This Plan cannot be altered or amended except pursuant to an
instrument in writing signed on behalf of the parties hereto.
In witness whereof, the parties have hereunto set their hands and seals the
20th day of December, 2000.
MCORP MEMBERS
Resolved, that the plan and agreement of merger between Rampart Properties
Corporation, a Nevada corporation, and MCORP Properties, L.L.C., a Nevada
limited liability company, as set forth above, is unanimously approved in
all respects and in the form submitted, the respective shareholders having
waived any formal notice of meeting or requirement of meeting.
Resolved further, that the managers and members of MCORP Properties,
L.L.C., a Nevada limited liability company are authorized to take such
actions, and to execute, deliver, and file such documents, as are necessary
in carrying out the said plan and agreement of merger.
Rampart Capital Corporation, a Texas Corporation, member
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇▇▇, President
Rampart Services Corporation, a Texas Corporation, member
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇▇▇, President
RAMPART SHAREHOLDERS
Resolved, that the plan and agreement of merger between Rampart Properties
Corporation, a Nevada corporation, and MCORP Properties, L.L.C., a Nevada
limited liability company, as set forth above, is unanimously approved in
all respects and in the form submitted, the respective shareholders having
waived any formal notice of meeting or requirement of meeting.
Resolved further, that the directors and officers of the corporation are
authorized to take such actions, and to execute, deliver, and file such
documents, as are necessary in carrying out the plan and agreement of
merger.
Rampart Capital Corporation, a Texas Corporation, shareholder
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇▇▇, President
Rampart Services Corporation, a Texas Corporation, shareholder
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇▇▇, President