AGREEMENT AND PLAN OF MERGER BY AND AMONG CARDINAL INTEGRATED, LLC CARDINAL GROUP INTEGRATED, INC. AND KELLWOOD COMPANY February 10, 2008Merger Agreement • February 11th, 2008 • SCSF Equities, LLC • 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.
