EXHIBIT 3:
PLAN OF MERGER
WITH MULTI-SPECTRUM GROUP
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
MULTI-SPECTRUM GROUP, INC.
AND
SANTA LUCIA FUNDING, INC.
Dated as of December 20, 1989
E-53
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Agreement") dated December 20, 1989, by and between
SANTA LUCIA FUNDING, INC., a Utah corporation ("Santa Lucia"), and MULTI-SPECTRUM GROUP,
INC., a Delaware corporation ("MAGI"), (Santa Lucia and MSGI are herein collectively referred to as the
"Constituent Corporations").
WHEREAS, the Board of Directors of MSGI and Santa Lucia desire to enter into this Agreement and have
approved the merger of MSGI with and into Santa Lucia (the "Merger"), upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties herein set forth,
and for the purpose of setting forth certain terms and conditions of the Merger, and the mode of carrying the
same into effect, MSGI and Santa Lucia hereby agree as follows:
ARTICLE I
THE MERGER
SECTION 1.01.THE MERGER. Upon the terms and subject to the conditions hereof, at the Effective Time (as
defined in Section 1.02), MSGI shall be merged with and into Santa Lucia in accordance with the Business
Corporation Act of the State of Utah ("BCA") and the General Corporation Law of the State of Delaware
("DGCL"), whereupon the separate existence of MSGI shall cease and Santa Lucia shall be the surviving
corporation (the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of
Utah. From and after the Effective Time, the status, rights and liabilities of, and the effect of the Merger on, each
of the corporations which is a party to the Merger and the Surviving Corporation shall be as provided in S. 16-
10-71 of the BCA.
SECTION 1.02. FILING OF CERTIFICATE OF MERGER AND ARTICLES OF MERGER:
EFECTIVE TIME. As soon as practicable after the satisfaction of waiver of the conditions to th