ACKNOWLEDGMENT AND REAFFIRMATION
The undersigned, FAMILY BARGAIN CORPORATION, a Delaware corporation ("FBC")
acknowledges:
1. FBC is a party to that certain Standstill and Subordination Agreement (re:
Affiliate Debt) dated as of July 11, 1994, as amended by that certain
Amendment No. 1 to Standstill and Subordination Agreement dated as of March
31, 1995, and that certain Amendment No. 2 to Standstill and Subordination
Agreement dated as of July 27, 1995 (as amended, the "Affiliate Debt
Subordination Agreement").
2. FBC is a party to that certain Subordination and Standstill Agreement dated
October 14, 1993, as amended by that certain Amendment No. 1 to Standstill
and Subordination Agreement dated as of July 11, 1994, as amended by that
certain Amendment No. 2 to Standstill and Subordination Agreement dated as
of March 31, 1995, and that certain Amendment No. 3 to Standstill and
Subordination Agreement dated as of July 27, 1995 (as amended, the
"Management Fees Subordination Agreement").
3. FBC is a party to that certain Intercreditor, Standstill and Subordination
Agreement dated as of October 14, 1993, originally executed by and among
Greyhound Financial Capital Corporation, Westinghouse Electric Corporation,
Guilford Investments, Inc. and General Textiles, as amended by that certain
Amendment No. 1 to Intercreditor, Standstill and Subordination Agreement
dated as of July 11, 1994, that certain Amendment No. 2 to Intercreditor,
Standstill and Subordination Agreement dated as March 31, 1995, and that
certain Amendment No. 3 to Intercreditor, Standstill and Subordination
Agreement dated as of July 27, 1995 (as amended, the "Intercreditor
Agreement").
4. FBC is a party to that certain Subordination and Standstill Agreement (re:
6.35 MM Debt) dated as of May 30, 1997 (the "6.35MM Debt Subordination
Agreement").
5. FINOVA Capital Corporation, successor by merger and name change to
Greyhound Financial Capital Corporation ("FINOVA") is also a party to the
Affiliate Debt Subordination Agreement, Management Fees Subordination
Agreement, Intercreditor Agreement and 6.35MM Debt Subordination Agreement.
6. FBC has received a copy of that certain Loan and Security Agreement dated
as of October 14, 1993, by and between FINOVA and General Textiles, a
California corporation, and each amendment thereto, including without
limitation, that certain Amendment No. 11 to Loan and Security Agreement of
even date herewith.
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7. FBC hereby agrees that each of the Affiliate Debt Subordination Agreement,
Management Fees Subordination Agreement, Intercreditor Agreement and 6.35
MM Debt Subordination Agreement remains in effect and FBC re-states,
affirms and confirms each term thereof, notwithstanding the terms of the
Amendment.
8. FBC restates, affirms and confirms each of FBC's representations and
warranties set forth in each of the Affiliate Debt Subordination Agreement,
Management Fees Subordination Agreement, Intercreditor Agreement and 6.35MM
Debt Subordination Agreement as if made on the date hereof.
Executed as of this 30th day of April, 1998.
FAMILY BARGAIN CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Executive Vice President
