AGREEMENT AND PLAN OF MERGER BY AND AMONG CARDINAL INTEGRATED, LLC CARDINAL GROUP INTEGRATED, INC. AND KELLWOOD COMPANY February 10, 2008Agreement and Plan of Merger • February 12th, 2008 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 10, 2008, by and among Cardinal Integrated, LLC, a Delaware limited liability company (“Parent”), Cardinal Group Integrated, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Kellwood Company, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 12th, 2008 • Kellwood Co • Women's, misses', and juniors outerwear
This Amendment is made and entered into as of February 11, 2008 (this “Amendment”) to the Amended and Restated Rights Agreement, dated as of April 19, 2007 (the “Rights Agreement”), between KELLWOOD COMPANY, a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER AND TRUST COMPANY, a trust company organized under the laws of the State of New York (the “Rights Agent”).
