Exhibit 10.14
AGREEMENT
June 18, 1998
Family Bargain Corporation
0000 Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
Dear Sirs:
In order to induce Family Bargain Corporation (the "Company") to (i)
enter into a merger with General Textiles, Inc. (the "Merger") in which each
pre-Merger share of Common Stock of the Company will be converted into .3013
shares of post-Merger Common Stock, each share of Series A 9.5% Cumulative
Convertible Preferred Stock ("Series A Preferred") will be converted into one
share of post-Merger Common Stock and each share of Series B Junior Convertible
Exchangeable Preferred Stock ("Series B Preferred") will be converted into
173.33 shares of post-Merger Common Stock and (ii) to distribute to its
stockholders rights ("Rights") entitling them to purchase a total of 800,000
shares of post-Merger Common Stock for $13 per share (or, if the Merger is not
approved by the Company's stockholders, to purchase a total of 3,000,000 shares
of pre-merger Common Stock for $3.467 per share), each of the stockholders of
the Company which signs this Agreement agrees, as to itself but not as to any
other stockholder, as follows:
1. The stockholder will vote all shares of stock of the Company the
stockholder owns which are entitled to be voted with regard to the Merger in
favor of approving the Merger.
2. The stockholder will exercise all Rights which the stockholder
receives.
3. The stockholder will exercise the over-subscription privilege in
the Rights which the stockholder receives to the extent necessary so that if all
the stockholders who execute this Agreement exercise their Rights as
contemplated by Paragraph 2 and exercise the over-subscription privilege in
their Rights as contemplated by this Paragraph, even if no other holders of
Rights exercise their Rights, Rights (including the over-subscription privilege)
will be exercised as to the entire 800,000 shares of post-Merger Common Stock
(or the entire 3,000,000 shares of pre-Merger Common Stock) which are offered to
holders of Rights.
4. If the Company's stockholders do not approve the Merger, but
General Textiles, Inc. offers to exchange its common stock for stock of the
Company at the rate of .3013 shares of General Textiles common stock for each
share of the Company's Common Stock, one share of General Textiles common stock
for each share of Series A Preferred and
173.33 shares of General Textiles common stock for each share of Series B
Preferred, the stockholder will tender all the Common Stock and Series B
Preferred which the stockholder owns in response to that exchange offer.
Very truly yours,
THREE CITIES FUND II L.P.
By _______________________
THREE CITIES OFFSHORE II C.V.
By ________________________
QUILVEST AMERICAN EQUITY, LTD.
By _________________________
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