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EXHIBIT 10.110
SUN CAPITAL PARTNERS IV, LP
October 7, 2005
GFC Holding Corp.
c/o Sun Capital Partners Group, Inc.
5200 Town Center Circle, Suite 470
Boca Raton, Florida 33486
Ladies and Gentlemen:
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.
Sun Capital Partners IV, LP ("Sun") guarantees that it shall
contribute to Parent (directly or
indirectly), at or prior to the Offer Payment
Date, in accordance with the terms and
subject to the conditions set forth in
this letter agreement, and directly or
indirectly through one or more
Affiliates, an amount in cash equal to the
aggregate Offer Price (the "Offer
Contribution Obligation") subject to (i)
the satisfaction of each of the
conditions to the consummation of the Offer
set forth in Annex A of the
Agreement or waiver of such conditions by
Acquisition Corp. or Parent, as
evidenced by a written instrument executed
by Acquisition Corp. and Parent, (ii)
there having been no termination of the
Agreement pursuant to Article 8 of the
Agreement, and (iii) there having been no
amendments to the Agreement not
consented to in writing by Sun. Sun also
hereby guarantees that it shall
contribute to Acquisition Corp. at or prior
to the Effective Time, in accordance
with the terms and subject to the
conditions set forth in this letter agreement,
and directly or indirectly through one or
more Affiliates, an amount in cash
equal to the aggregate Merger Consideration
plus the aggregate option
consideration less any cash or cash
equivalents of the Company used to pay
Merger Consideration (the "Merger
Contribution Obligation" and, collectively
with the Offer Contribution Obligation, the
"Contribution Obligation") subject
to (i) the satisfaction of each of the
conditions to Parent's and Acquisition
Corp.'s obligations to consummate the
Merger set forth in Article 7 of the
Agreement or waiver of such conditions by
Acquisition Corp. or Parent, as
evidenced by a written instrument executed
by Acquisition Corp. and Parent, (ii)
there having been no termination of the
Agreement pursuant to Article 8 of the
Agreement, and (iii) there having been no
amendments to the Agreement not
consented to in writing by Sun. In the
event that the transactions contemplated
by the Agreement are not consummated due to
a breach of a representation,
warranty or covenant by Parent or
Acquisition Corp., Sun guarantees that it
shall contribute (directly or indirectly)
to Parent, upon the final and
non-appealable determination of such
breach, all damages awarded therefore with
respect to Parent and Acquisition Corp.'s
liability to the Company under Section
8.05 of the Agreement, in an aggregate
amount (such amount, the "Damages
Amount") not to exceed (a) the amount of
the Company Break Up Fee plus (b) the
lesser of the aggregate amount of the
Company's Expenses and $3,000,000.
Notwithstanding the foregoing sentence, Sun
will not be liable for any punitive
damages nor does it guarantee any liability
of Parent or Acquisition Corp. for
any punitive damages. This letter agreement
relates
