0000950144-05-011636 Sample Contracts

November 10, 2005
Merger Agreement • November 10th, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores

On October 27, 2005, Goody’s Family Clothing, Inc. (“Goody’s” or the “Company”) entered into a Merger Agreement with GF Goods Inc. and GF Acquisition Corp. (collectively, the “Purchaser”), which are affiliates of GMM Capital LLC and Prentice Capital Management, LP to purchase all of the issued and outstanding common stock of Goody’s for $9.60 net per share in cash. GF Acquisition Corp. has commenced a Tender Offer for all of Goody’s outstanding shares today. Following the Tender Offer, subject to the satisfaction of the conditions in the Merger Agreement, GF Acquisition Corp. 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 $9.60 per share in cash.

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