0000950144-05-010572 Sample Contracts

October 21, 2005
Merger Agreement • October 21st, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores

On October 7, 2005, Goody’s Family Clothing, Inc. entered into a Merger Agreement with GFC Holding Corp. and GFC Enterprises, Inc. (collectively, the “Purchaser”), each of which is an affiliate of Sun Capital Partners IV, LP, to purchase all of the issued and outstanding common stock of Goody’s for $8.00 net per share in cash. GFC Enterprises has commenced a Tender Offer for all of Goody’s outstanding shares today. Following the Tender Offer, GFC Enterprises will merge into Goody’s, and all shares not purchased in the Tender Offer (other than shares owned by Purchasers or their respective affiliates) will be converted into the right to receive $8.00 per share in cash.

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