0000950144-05-010175 Sample Contracts

October 7, 2005
Guarantee Agreement • October 11th, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • New York

Reference is made to that certain Acquisition Agreement and Agreement and Plan of Merger (the "Agreement"), dated as of the date hereof, by and among Goody's Family Clothing, Inc., a Tennessee corporation (the "Company"), GFC Enterprises, Inc., a Tennessee corporation ("Acquisition Corp."), and GFC Holding Corp., a Delaware corporation ("Parent"). Capitalized terms used herein but not defined shall have the meanings given to such terms in the Agreement.

BY AND AMONG
Acquisition Agreement • October 11th, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee