AGREEMENT AND PLAN OF MERGER among CPQ Holdings LLC, CPQ Acquisition Corporation, and Niagara Holdings, Inc. Dated as of May 31, 2007Merger Agreement • June 4th, 2007 • Pq Corp • Chemicals & allied products • Delaware
Agreement and Plan of Merger, dated as of May 31, 2007 (including the Schedules and Exhibits hereto, this “Agreement”), is by and among CPQ Holdings LLC, a Delaware limited liability company (“Buyer”), CPQ Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), Niagara Holdings, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Partners (BHCA), L.P., solely in its capacity as Seller Representative (as defined below). Buyer, Merger Sub, the Company, and solely in its capacity as such and to the extent applicable, the Seller Representative, are referred to collectively herein as the “Parties” and each individually as a “Party.”
