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 of 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: 6.35MM Debt) dated as of May 30, 1997 (the "6.35MM Debt
Subordination Agreement").
5. FBC is a party to that certain Standstill and Subordination
Agreement dated as of November 10, 1995 (the "F2U Subordination Agreement").
6. 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, 6.35MM Debt Subordination Agreement and F2U
Subordination
Agreement.
-28-
29
7. 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. 10 to Loan and Security Agreement
and Waiver of even date herewith.
8. FBC has received a copy of that certain Loan and Security
Agreement dated as of November 10, 1995, by and between FINOVA and Factory 2-U,
Inc., an Arizona corporation, and each amendment thereto, including without
limitation that certain Amendment No. 7 to Loan and Security Agreement and
Waiver of even date herewith.
9. Each of the Affiliate Debt Subordination Agreement,
Management Fees Subordination Agreement, Intercreditor Agreement, 6.35MM Debt
Subordination Agreement and F2U Subordination Agreement remains in effect and
FBC re-states and confirms each term thereof, notwithstanding the terms of the
Amendment.
10. FBC restates 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, 6.35MM Debt
Subordination Agreement and F2U Subordination Agreement as if made on the date
hereof.
Executed as of this 24th day of September, 1997.
FAMILY BARGAIN CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Executive Vice President
-29-
