0001047469-05-025050 Sample Contracts

AMENDMENT NO. 3 TO EXCLUSIVITY LETTER
Exclusivity Letter • October 21st, 2005 • GFC Enterprises, Inc. • Retail-family clothing stores

THIS AMENDMENT NO. 3 TO EXCLUSIVITY LETTER (this "Amendment"), dated as of October 7, 2005, is made by and among Sun Capital Partners Group IV, Inc. ("Sun IV"), Goody's Family Clothing, Inc. (the "Company"), and Robert M. Goodfriend (together with Sun IV and the Company, the "Parties").

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Re: Goody's Family Clothing, Inc. Gentlemen:
Confidentiality Agreement • October 21st, 2005 • GFC Enterprises, Inc. • Retail-family clothing stores • Delaware

Pursuant to a Confidentiality Agreement, dated as of June 20, 2005, between Goody's Family Clothing, Inc. (the "Company") and Sun Capital Partners Group IV, Inc. ("Sun"), Sun has commenced a due diligence review of the Company in connection with a possible transaction between Sun and the Company. In order to induce Sun to devote the time and resources necessary to complete its due diligence review, the Company, intending to be legally bound, agrees as follows:

AMENDMENT NO. 2 TO EXCLUSIVITY LETTER
Exclusivity Letter • October 21st, 2005 • GFC Enterprises, Inc. • Retail-family clothing stores

THIS AMENDMENT NO. 2 TO EXCLUSIVITY LETTER (this "Amendment"), dated as of October 3, 2005, is made by and among Sun Capital Partners Group IV, Inc. ("Sun IV"), Goody's Family Clothing, Inc. (the "Company"), and Robert M. Goodfriend (together with Sun IV and the Company, the "Parties").

AMENDMENT NO. 1 TO EXCLUSIVITY LETTER
Exclusivity Letter • October 21st, 2005 • GFC Enterprises, Inc. • Retail-family clothing stores

THIS AMENDMENT NO. 1 TO EXCLUSIVITY LETTER (this "Amendment"), dated as of September 16, 2005, is made by and among Sun Capital Partners Group IV, Inc. ("Sun IV"), Goody's Family Clothing, Inc. (the "Company"), and Robert M. Goodfriend (together with Sun IV and the Company, the "Parties").

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