<PAGE>   1
                                                                   EXHIBIT 10.86


                           FOURTH AMENDMENT AGREEMENT


         THIS FOURTH AMENDMENT AGREEMENT ("Agreement") is entered into as of the
30th day of September, 2000 by and between GOODY'S FAMILY CLOTHING, INC., a
Tennessee corporation, GOODY'S MS, L.P., a Tennessee limited partnership,
GOODY'S IN, L.P., a Tennessee limited partnership (collectively, the "Original
Borrowers"), GFCTX, L.P., a Tennessee limited partnership, GFCTN, L.P., a
Tennessee limited partnership, GFCGA, L.P., a Tennessee limited partnership, GFC
FS, LLC, a Delaware limited liability company (successor to GFC FS, Inc.
pursuant to a merger) (the "Additional Borrowers"; the Original Borrowers and
the Additional Borrowers are sometimes referred to herein as the "Borrowers"),
TREBOR of TN, INC., a Tennessee corporation, SYDOOG, INC., a Delaware
corporation, GOFAMCLO, INC., a Delaware corporation (collectively, the
"Guarantors"),those several lenders who are or become parties to the Credit
Agreement (as hereinafter defined) (collectively, the "Lenders" and,
individually, a "Lender"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a
national banking association with offices in Knoxville, Tennessee, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").

                                   WITNESSETH:

         WHEREAS, pursuant to that certain Credit Agreement dated May 25, 1995
between Goody's Family Clothing, Inc., the Administrative Agent and Lenders, as
amended and restated by that certain Amended and Restated Credit Agreement dated
as of October 31, 1996 between the Original Borrowers, the Guarantors, Lenders
and the Administrative Agent and as further amended by that certain Amendment
Agreement dated May 16, 1997 among the Original Borrowers, the Guarantors,
Lenders and the Administrative Agent, that certain Second Amendment Agreement
dated September 23, 1997 (the "Second Amendment Agreement") among the Original
Borrowers, GFCTX, L.P., the Guarantors, Lenders and the Administrative Agent and
that certain Third Amendment Agreement dated as of May 26, 1998 (the "Third
Amendment Agreement") among the Original Borrowers, the Additional Borrowers,
the Guarantors, the Lender and the Administrative Agent (collectively, the
"Credit Agreement"), Lenders have committed to make loans to the Original
Borrowers in the principal amount of $130,000,000 (the "Loans") pursuant to the
terms and provisions thereof;

         WHEREAS, pursuant to the Credit Agreement, the Original Borrowers
delivered a Third Amended and Restated Promissory Note dated May 26, 1998 to
each Lender (collectively, the "Original Notes") in the amount of such Lender's
Commitment (as defined in the Credit Agreement);

         WHEREAS, the parties wish to modify the Credit Agreement to extend the
Termination Date of the Credit Agreement, to change certain terms relating to
the issuance of Letters of Credit, to change certain covenants, to decrease the
total amount of the Commitments and modify the amount of certain Lender's
Commitments and to make certain related modifications; and

         WHEREAS, all terms capitalized herein and not otherwise defined shall
have the meanings ascribed to them in the Credit Agreement;



<PAGE>   2



         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:


         1.       Termination Date. The definition of Termination Date in the
Credit Agreement is hereby amended in its entirety to state as follows:

                           "Termination Date" shall mean June 30, 2001 or such
                           Termination Date as may be extended pursuant to
                           Section 2.3.8.

                  All indebtedness of the Borrowers incurred under the Credit
Agreement shall be due and payable as of the Termination Date set forth above
except as provided in Section 2.3.

         2.       New Notes. The Borrowers shall deliver to each Lender a Fourth
Amended and Restated Promissory Note substantially in the form attached hereto
as Exhibit A (the "Fourth Amended Notes") reflecting the amount of such Lender's
Commitment. Upon the execution and delivery of the Fourth Amended Notes to the
Lenders, the Lender shall return the Original Notes to the Borrowers marked
"canceled".

         3.       Amendment Relating to Commitment Amounts. Section 2.1.1 of the
Credit Agreement is hereby amended to decrease the aggregate amount of the
Commitments from $130,000,000 to $115,000,000. Section 10 of the Third Amendment
Agreement is hereby deleted in its entirety. The Commitment and Percent of each
Lender as set forth on the signature pages to the Credit Agreement are hereby
amended to be as follows:

<TABLE>
<CAPTION>
                  Lender                 Commitment            Percentage
                  ------                 ----------            ----------

         <S>                             <C>                   <C>
         First Tennessee Bank            $27,250,000             23.70%
         National Association

         AmSouth Bank                    $26,000,000             22.61%

         Southtrust Bank,                $22,750,000             19.78%

         First Union National            $22,750,000             19.78%
         Bank

         Wachovia Bank, N.A.             $16,250,000             14.13%
</TABLE>

         4.       Amendments Relating to Commitment Amounts.

         (a)      Clause (a) of Section 2.3.1. is hereby deleted and replaced to
                  state as follows:


                                       2
<PAGE>   3


                  (a) each Letter of Credit by its terms shall terminate no
                  later than February 28, 2002 (other than Standby Letters of
                  Credit which shall terminate no later than June 30, 2002), and

         (b)      Section 2.3 is hereby amended to add the following
                  subsections:

                           2.3.5. Substitution of Letters of Credit on
                  Termination Date. Borrowers will use their best efforts to
                  include a provision in a form satisfactory to the
                  Administrative Agent (a "Substitution Provision") in each
                  Letter of Credit issued pursuant to the terms of this
                  Agreement that has an expiration date after June 30, 2001,
                  which provision will permit Borrowers to terminate each such
                  Letter of Credit and substitute for each such Letter of Credit
                  a letter of credit from a financial institution with a
                  long-term debt rating from a major rating agency not lower
                  than the long-term debt rating of the Administrative Agent. On
                  the Termination Date (prior to its extension pursuant to
                  Section 2.3.8), or the immediately preceding Business Day if
                  the Termination Date is not a Business Day, the Borrowers will
                  use its best efforts to be delivered to each beneficiary of a
                  Letter of Credit that includes a Substitution Provision a
                  substitute letter of credit as described above and will use
                  its best efforts to cause each Letter of Credit including such
                  Substitution Provision to be returned to the Administrative
                  Agent for cancellation. In the event each Letter of Credit
                  issued pursuant to this Agreement has not been cancelled
                  pursuant to the terms of this Section 2.3.5 as of the
                  Termination Date (prior to its extension pursuant to Section
                  2.3.8), the Borrowers shall comply with Sections 2.3.6 and
                  2.3.7.

                           2.3.6. Security Letters of Credit. In the event all
                  of the Letters of Credit are not cancelled as provided in
                  Section 2.3.5 as of the Termination Date (prior to its
                  extension pursuant to Section 2.3.8) or otherwise terminated
                  with the consent of each beneficiary of each such Letter of
                  Credit as of such Termination Date, the Borrowers will use
                  their best efforts to deliver to the Administrative Agent for
                  the benefit of Lenders one or more letters of credit in favor
                  of the Administrative Agent and in a form satisfactory to the
                  Administrative Agent (the "Security Letters of Credit") that
                  will permit the Administrative Agent to draw immediately on
                  such Security Letters of Credit to reimburse Lenders for
                  drawings under the Letters of Credit in the event the
                  Borrowers do not reimburse Lenders on the next business day
                  after receipt of Lender's written demand for the amounts of
                  such drawings on the Letters of Credit.

                           2.3.7. Deposit in Collateral Account. In the event
                  the Borrowers are unable to deliver Security Letters of Credit
                  as provided in Section 2.3.6, the Borrowers shall, on the
                  Termination Date (prior to its extension pursuant to Section
                  2.3.8), or the immediately preceding Business Day if the
                  Termination Date is not a Business Day, cause to be deposited
                  in the Collateral Account created and maintained pursuant to
                  Section 11.3 an amount equal to the amount of Letter of Credit
                  Liabilities in


                                       3
<PAGE>   4



                  immediately available (same day) funds for its benefit and the
                  ratable benefit of Lenders. The amounts in such Collateral
                  Account shall be administered and applied as provided in
                  Section 11.3.

                           2.3.8. Extension of Termination Date. In the event
                  the Borrowers comply fully with the requirements of Sections
                  2.3.6 and 2.3.7, the Termination Date shall automatically be
                  extended until February 28, 2002 (June 30, 2002 if any Standby
                  Letters of Credit remain outstanding at such time), subject to
                  the following conditions: (a) all Revolving Credit Loans shall
                  be due and payable on June 30, 2001, and Lenders shall have no
                  further obligation to make Revolving Credit Loans under this
                  Agreement thereafter; (b) Lenders shall have no further
                  obligation to issue Letters of Credit under this Agreement;
                  (c) after each Letter of Credit Borrowing occurs, payment
                  shall be due and payable on the next business day after
                  receipt of Lender's written demand; and (d) the Borrowers
                  shall not be required to comply with the covenants and
                  negative covenants in Articles 9 and 10 of this Agreement. In
                  the event the Borrowers do not comply fully with the
                  requirements of Sections 2.3.6 and 2.3.7, (i) the Termination
                  Date shall not be extended, (ii) an Event of Default shall be
                  deemed to have occurred hereunder, and Lenders shall be
                  entitled to exercise all remedies hereunder and at law or
                  equity, (iii) in addition to all other remedies available to
                  Lenders hereunder or at law or equity, Lenders shall be
                  entitled to seek and obtain specific performance of the
                  Borrowers' obligations under this Section 2.3 and (iv) an
                  amount equal to all Letter of Credit Liabilities as well as
                  all other amounts then due and payable under this Agreement
                  shall be due and payable to Lenders.

         5.       Commitment Fee; Interest and Fee Margins. The following
amendments are made to the provisions of Sections 2.11.1, 2.13.1, 2.13.2 and
2.13.3 of the Credit Agreement:

                  a.       Commitment Fees. Section 2.11.1 is hereby amended to
                  change the per annum fee for each Lender's agreement to
                  participate in the Facilities from eleven one-hundredths of
                  one percent (0.11%) to twenty one-hundredths of one percent
                  (0.20%).

                  b.       Applicable LIBOR Margin. Section 2.13.1 is hereby
                  amended to change the Applicable LIBOR Margin from thirty
                  one-hundredths of one percent (.30%) to one and fifty
                  one-hundredths of one percent (1.50%).

                  c.       Applicable Commercial Letter of Credit Fee
                  Percentage. Section 2.13.2 is hereby amended to change the
                  Applicable Commercial Letter of Credit Fee Percentage from
                  thirty one-hundredths of one percent (.30%) to sixty
                  one-hundredths of one percent (.60%).


                                       4
<PAGE>   5

                  d.       Applicable Standby Letter of Credit Fee Percentage.
                  Section 2.13.3 is hereby amended to change the Applicable
                  Standby Letter of Credit Fee Percentage from fifty
                  one-hundredths of one percent (.50%) to one and fifty
                  one-hundredths of one percent (1.50%).

         6.       Financial Covenants. Sections 10.1.1, 10.1.3 and 10.1.4 of the
Credit Agreement are hereby amended to state as follows:

                  10.1.1 Current Ratio. Permit on a consolidated basis in
                  accordance with GAAP the Current Ratio as of the end of any
                  Fiscal Quarter to be less than 1.15 to 1.00 or permit the
                  Current Ratio as of the end of any Fiscal Year to be less than
                  1.25 to 1.00.

                  10.1.3. Shareholders Equity. Permit on a consolidated basis in
                  accordance with GAAP the Shareholders Equity of Borrowers and
                  Guarantors in the aggregate (a) to be less than $206,500,000
                  as of October 28, 2000, (b) to be less than $215,000,000 as of
                  February 3, 2001, or (c) to be less than $216,000,000 as of
                  May 5, 2001.

                  10.1.4. Capital Expenditures. Permit Capital Expenditures made
                  by Borrowers and Guarantors in the aggregate to exceed
                  $60,000,000 during the Fiscal Year ending February 3, 2001.

         7.       Miscellaneous Amendments.

         (a)      Section 11.3.1. is hereby deleted and replaced to state as
follows:

                           11.3.1. Collateral Account. If an Event of Default
                  shall have occurred and be continuing, the Administrative
                  Agent may, and upon the request of Requisite Lenders shall,
                  whether in addition to the taking by the Administrative Agent
                  of any of the actions described in Section 11.2 or otherwise,
                  make demand upon the Borrowers and Guarantors to, and
                  forthwith upon such demand such Person(s) will, pay to the
                  Administrative Agent at its Lending Office, for its benefit
                  and the ratable benefit of the Lenders, in immediately
                  available (same day) funds for deposit in a Collateral Account
                  to be maintained for the benefit of the Administrative Agent
                  and the ratable benefit of the Lenders at such place as shall
                  be designated by the Administrative Agent, an amount equal to
                  the amount of the Letter of Credit Liabilities. Such
                  Collateral Account shall also be created and funded in such
                  amount if the Borrowers are required to deposit amounts in the
                  Collateral Account pursuant to Section 2.3.7 hereof.

         (b)      Section 13.2.1. is hereby amended to add the following
sentence at the end of such section:

                  Upon any such assignment, the assignor shall pay an assignment
                  fee of $2,500 to the Administrative Agent.


                                       5
<PAGE>   6





         (c)      Section 14.3.4. is hereby amended to delete the period at the
end of that section, to insert a semi-colon followed by the word "or" in place
of such period, and to add the following clause at the end of such Section:

                  (i)      amend Section 2.3 or 11.3 of this Agreement.

         8.       Continuing Effect of Documents. Except as expressly modified
by or provided for in this Agreement, the terms and provisions of the Credit
Agreement and all other documents relating to the Loans shall remain in full
force and effect as originally executed.

         9.       Representations and Warranties. The representations and
warranties of the Borrowers and Guarantors in the Credit Agreement are true and
correct on and as of the date hereof as though made on this date.

         10.      No Default. As of the date hereof, each Borrower and Guarantor
is in full compliance with all of the terms and provisions set forth in the
Credit Agreement as amended hereby, including without limitation the covenants
and agreements set forth in Articles 8, 9 and 10 of the Credit Agreement, and
all of the instruments and documents executed in connection therewith, and no
Event of Default, as defined in Article 11 of the Credit Agreement, nor any
event which, upon notice, lapse of time or both, would constitute an Event of
Default, has occurred or is continuing.

         11.      Completeness and Modification. This Agreement constitutes the
entire agreement between the parties hereto as to the transactions contemplated
hereby and supersedes all prior discussions, understandings or agreements
between the parties hereto.

         12.      No Novation. Except as set forth herein, this Agreement does
not constitute a discharge or novation of any promissory note existing prior to
this Agreement or any other documents executed in connection with the Loans, and
such documents shall continue in full force and effect and shall be fully
binding upon all parties hereto.

         13.      Successors and Assigns. This Agreement shall bind and inure to
the benefit of the parties hereto and their respective successors and assigns.

         14.      Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.


                                       6
<PAGE>   7



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

                                        BORROWERS:

                                        GOODY'S FAMILY CLOTHING, INC.

                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------

                                        GOODY'S MS, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GOODY'S IN, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------




                                        GFCTX, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------


                                       7
<PAGE>   8



                                        GFCTN, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------


                                        GFCGA, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GFC FS, LLC


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GUARANTORS:

                                        SYDOOG, INC., a Delaware corporation


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GOFAMCLO, INC., a Delaware corporation


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        TREBOR OF TN, INC., a Tennessee
                                         corporation


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------





                        [LENDERS' SIGNATURE PAGES FOLLOW]


                                       8
<PAGE>   9





    [Lender's Signature Page to Amendment Agreement dated September 30, 2000]



                                      FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
                                      as a Lender and as Administrative Agent


                                      By:
                                         --------------------------------
                                      Title:
                                            -----------------------------



                                      Address:  First Tennessee Bank National
                                                 Association
                                                Corporate Lending Group
                                                Plaza Tower
                                                800 S. Gay Street
                                                Knoxville, Tennessee  37929
                                                Attn: James H. Atchley
                                                Telecopy No. 423-971-2883

                                      Initial Commitment: $27,250,000
                                      Percentage: 23.70%


                                       9
<PAGE>   10




    [Lender's Signature Page to Amendment Agreement dated September 30, 2000]



                                        AMSOUTH BANK, as a Lender


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        Address:  505 S. Gay Street, Mezzanine
                                                  Knoxville, Tennessee  37902
                                                  Attn: Eric V. Schwarzentraub
                                                  Telecopy No. 615-521-5352

                                        Initial Commitment: $26,000,000
                                        Percentage: 22.61%


                                       10
<PAGE>   11




    [Lender's Signature Page to Amendment Agreement dated September 30, 2000]



                                    SOUTHTRUST BANK,
                                    as a Lender


                                    By:
                                       --------------------------------
                                    Title:
                                          -----------------------------



                                    Address:  230 4th Avenue North, 8th Floor
                                              Nashville, Tennessee 37219
                                              Attn: Marcy Harris/Bradford Vieira
                                              Telecopy No. 615-880-4004

                                    Initial Commitment: $22,750,000
                                    Percentage: 19.78%


                                       11
<PAGE>   12





    [Lender's Signature Page to Amendment Agreement dated September 30, 2000]



                                        FIRST UNION NATIONAL BANK,
                                         as a Lender


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        Address:  One South Penn Square
                                                  Widener Building, 12th Floor
                                                   (PA4843)
                                                  Philadelphia, PA  19107
                                                  Attn: Joan Anderson:
                                                  Telecopy No. (215) 786-2877

                                        Initial Commitment: $22,750,000
                                        Percentage: 19.78%


                                       12
<PAGE>   13



    [Lender's Signature Page to Amendment Agreement dated September 30, 2000]



                                  WACHOVIA BANK, N.A., as a Lender


                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------



                                  Address:  191 Peachtree Street, NE, 29th floor
                                            Atlanta, Georgia 30303
                                            Attn: John Tibe
                                            Telecopy No. 404-332-5016

                                  Initial Commitment: $16,250,000
                                  Percentage: 14.13%


                                       13
<PAGE>   14


                                    EXHIBIT A


                   FOURTH AMENDED AND RESTATED PROMISSORY NOTE


$__________                    Knoxville, Tennessee           September __, 2000


         FOR VALUE RECEIVED, on or before the Termination Date, as defined in
the hereinafter described Credit Agreement, the undersigned, GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation, GOODY'S MS, L.P., a Tennessee limited
partnership, GOODY'S IN, L.P., a Tennessee limited partnership, GFCTX, L.P., a
Tennessee limited partnership, GFCTN, L.P., a Tennessee limited partnership,
GFCGA, L.P., a Tennessee limited partnership, and GFC FS, LLC, a Delaware
limited liability company (successor to GFC FS, Inc. pursuant to a merger)
(collectively, "Maker"), jointly and severally, promise to pay to the order of
_______________________ ____________ ("Payee"; Payee, and any subsequent
holder[s] hereof, being hereinafter referred to collectively as "Holder"), the
principal sum of _____________________________ AND 00/100THS DOLLARS
($_____________) or, if less, the aggregate unpaid principal amount of all Loans
advanced here against pursuant to that certain Amended and Restated Credit
Agreement dated October 31, 1996, by and among Maker, certain guarantors, First
Tennessee Bank National Association, a national banking association, as
Administrative Agent, and the Lenders party thereto, as amended by that certain
Amendment Agreement dated as of May 16, 1997, by that certain Second Amendment
Agreement dated September 23, 1997, by that certain Third Amendment Agreement as
of May 26, 1998, and by that certain Fourth Amendment Agreement dated as of even
date herewith (together with any amendments thereto and/or modifications
thereof, herein referred to as the "Credit Agreement"; capitalized terms used
but not otherwise defined herein shall have the same meanings as in the Credit
Agreement), together with interest on the unpaid principal balance of the Loans
evidenced hereby at the rate(s) specified in the Credit Agreement; provided that
in no event shall the interest and loan charges payable in respect of the
indebtedness evidenced hereby exceed the maximum amounts from time to time
allowed to be collected under applicable law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and payable at the times and in the manner specified
in the Credit Agreement.

         Holder hereby is authorized to record and endorse the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on a
schedule annexed to and constituting a part of this Note, which recordation and
endorsement shall constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder, absent manifest error;
provided, however, that (a) Holder's failure to make any such recordation or
endorsement shall not in any way limit or otherwise affect the obligations of
Maker or the rights and remedies of Holder under this Note or the Credit
Agreement and (b) payments to Holder of the principal of and interest on the
Loans evidenced hereby shall not be affected by the failure to make any such
recordation or endorsement thereof. In


                                       14
<PAGE>   15



lieu of making recordation or endorsement, Holder hereby is authorized, at its
option, to record the date and principal amount of each Loan made by it, and the
amount of each payment of principal and interest made to such Holder with
respect to such Loans, on its books and records in accordance with its usual and
customary practice, which recordation shall constitute prima facie evidence of
the Loans made by Holder to Maker and payments in respect thereof made by Maker
to Holder, absent manifest error.

         Upon the occurrence of an Event of Default, the entire outstanding
principal balance of the indebtedness evidenced hereby, together with all
accrued and unpaid interest thereon, may be declared, and immediately shall
become, due and payable in full, all as provided in the Credit Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment, demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties hereto, except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the aggregate principal amount of
$115,000,000 issued by Maker pursuant to the Credit Agreement, and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note, the Credit Agreement or any of the other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loans or the Letters of Credit, acceleration of the maturity of
the unpaid balance of any of the Obligations or otherwise, shall the interest
and loan charges agreed to be paid to any of the Lenders for the use of the
money advanced or to be advanced under the Credit Agreement exceed the maximum
amounts collectible pursuant to applicable law. Pursuant to the Credit
Agreement, Maker and the Lenders have agreed that:

                  (a)      if for any reason whatsoever the interest or loan
         charges paid or contracted to be paid by Maker to any of the Lenders in
         respect of the Loans shall exceed the maximum amount collectible under
         the law applicable to such Lender, then, in that event, and
         notwithstanding anything to the contrary in the Credit Agreement, the
         Notes or any other Loan Document (i) the aggregate of all consideration
         that constitutes interest or loan charges under the law applicable to
         such Lender that is contracted for, taken, reserved, charged or
         received under the Credit Agreement, the Notes or any other Loan
         Document or otherwise in connection with the Obligations under no
         circumstances shall exceed the maximum amounts allowed by such
         applicable law, and any excess paid to any Lender shall be credited by
         such Lender on the principal amount of the Obligations (or, to the
         extent the principal amount outstanding under the Credit Agreement, the
         Notes and the other Loan Documents has been or thereby would be paid in
         full, refunded to Maker), and (ii) in the event that the maturity of
         any or all of the Obligations is accelerated by reason of an election
         of the Lenders resulting from any Default under the Credit Agreement or
         otherwise, or in the event of any required or permitted prepayment,
         then such consideration that constitutes interest or loan


                                       15
<PAGE>   16



         charges under the law applicable to any Lender may never include more
         than the maximum amounts allowed by the law applicable to such Lender,
         and any excess interest or loan charges provided for in the Credit
         Agreement or otherwise shall be canceled automatically as of the date
         of such acceleration or prepayment and, if theretofore paid, shall be
         credited by such Lender on the principal amount of the Obligations (or,
         to the extent the principal amount of the Obligations has been or
         thereby would be paid in full, refunded by such Lender to Maker);

                  (b)      all sums paid or agreed to be paid to the Lenders for
         the use, forbearance or detention of sums due under the Credit
         Agreement shall, to the extent permitted by applicable law, be
         prorated, allocated and spread throughout the full term of the
         Obligations until payment in full so that the rate or amount of
         interest and loan charges on account of the Obligations will not exceed
         any applicable legal limitation; and

                  (c)      the right to accelerate the maturity of the
         Obligations does not include the right to accelerate the maturity of
         any interest or loan charges not otherwise accrued on the date of such
         acceleration, and the Lenders do not intend to charge or collect any
         unearned interest or loan charges in the event of any such
         acceleration.

         This Note has been negotiated, executed and delivered in the State of
Tennessee, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of said state, without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain Third Amended and Restated
Promissory Note of Maker in favor of Payee dated May 26, 1998 in its entirety.

         It is anticipated by Maker and the Lenders that additional parties
affiliated with Maker ("Additional Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker of this Note by the execution of a Promissory Note Assumption
Agreement in the form attached hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional Maker) shall be required to add an
Additional Maker as a party to this Note.


                                       16
<PAGE>   17



                  IN WITNESS WHEREOF, the undersigned Maker has caused this Note
to be executed by its duly authorized officers as of the date first above
written.


                                        MAKER:

                                        GOODY'S FAMILY CLOTHING, INC.

                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------


                                        GOODY'S MS, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GOODY'S IN, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GFCTX, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------


                                       17
<PAGE>   18


                                        GFCTN, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------




                                        GFCGA, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GFC FS, LLC


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------


                                       18
<PAGE>   19


                      PROMISSORY NOTE ASSUMPTION AGREEMENT


         This Promissory Note Assumption Agreement is executed this ____ day of
_________________, 199___ by ______________________________, a
___________________ (the "Additional Maker") to be affixed to the original
Fourth Amended and Restated Promissory Note dated September __, 2000, in the
original principal amount of _________________________ Dollars
($_______________) made by GOODY'S FAMILY CLOTHING, INC., a Tennessee
corporation, GOODY'S MS, L.P., a Tennessee limited partnership, GOODY'S IN,
L.P., a Tennessee limited partnership, GFCTX, L.P., a Tennessee limited
partnership, GFCTN, L.P., a Tennessee limited partnership, GFCGA, L.P., a
Tennessee limited partnership, and GFC FS, LLC, a Delaware limited liability
company (successor to GFC FS, Inc. pursuant to a merger) (the "Original
Borrowers"), to the order of __________________ _____________________ (the
"Promissory Note") and any additional makers who have joined in the execution of
a prior Promissory Note Assumption Agreement.

         The undersigned Additional Maker hereby assumes and promises to pay to
the order of ___________________________________, jointly and severally with the
Original Borrowers and any other person or entity who has assumed the payment
obligations with respect thereto, the principal sum of
__________________________ ______________ Dollars ($__________________) with
interest on the disbursed and unpaid principal balance from the date of
disbursement, until paid, at the rate of interest specified in the Promissory
Note. The undersigned Additional Maker, jointly and severally with the Original
Borrower and any other person or entity who has assumed the payment obligations
with respect thereto, assumes all obligations under the Promissory Note as
specified therein.

         IN WITNESS WHEREOF, the undersigned Additional Maker has executed this
Agreement on the ___ day of _________________, 2000, which Agreement shall be so
firmly affixed to the Promissory Note as to become a part thereof.

                                    ADDITIONAL MAKER


                                    ----------------------------------------


                                       19
<PAGE>   20


                   FOURTH AMENDED AND RESTATED PROMISSORY NOTE


$27,250,000                    Knoxville, Tennessee           September 30, 2000


         FOR VALUE RECEIVED, on or before the Termination Date, as defined in
the hereinafter described Credit Agreement, the undersigned, GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation, GOODY'S MS, L.P., a Tennessee limited
partnership, GOODY'S IN, L.P., a Tennessee limited partnership, GFCTX, L.P., a
Tennessee limited partnership, GFCTN, L.P., a Tennessee limited partnership,
GFCGA, L.P., a Tennessee limited partnership, and GFC FS, LLC, a Delaware
limited liability company (successor to GFC FS, Inc. pursuant to a merger)
(collectively, "Maker"), jointly and severally, promise to pay to the order of
FIRST TENNESSEE BANK NATIONAL ASSOCIATION ("Payee"; Payee, and any subsequent
holder[s] hereof, being hereinafter referred to collectively as "Holder"), the
principal sum of TWENTY-SEVEN MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100THS
DOLLARS ($27,250,000) or, if less, the aggregate unpaid principal amount of all
Loans advanced here against pursuant to that certain Amended and Restated Credit
Agreement dated October 31, 1996, by and among Maker, certain guarantors, First
Tennessee Bank National Association, a national banking association, as
Administrative Agent, and the Lenders party thereto, as amended by that certain
Amendment Agreement dated as of May 16, 1997, by that certain Second Amendment
Agreement dated September 23, 1997, by that certain Third Amendment Agreement as
of May 26, 1998, and by that certain Fourth Amendment Agreement dated as of even
date herewith (together with any amendments thereto and/or modifications
thereof, herein referred to as the "Credit Agreement"; capitalized terms used
but not otherwise defined herein shall have the same meanings as in the Credit
Agreement), together with interest on the unpaid principal balance of the Loans
evidenced hereby at the rate(s) specified in the Credit Agreement; provided that
in no event shall the interest and loan charges payable in respect of the
indebtedness evidenced hereby exceed the maximum amounts from time to time
allowed to be collected under applicable law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and payable at the times and in the manner specified
in the Credit Agreement.

         Holder hereby is authorized to record and endorse the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on a
schedule annexed to and constituting a part of this Note, which recordation and
endorsement shall constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder, absent manifest error;
provided, however, that (a) Holder's failure to make any such recordation or
endorsement shall not in any way limit or otherwise affect the obligations of
Maker or the rights and remedies of Holder under this Note or the Credit
Agreement and (b) payments to Holder of the principal of and interest on the
Loans evidenced hereby shall not be affected by the failure to make any such
recordation or endorsement thereof. In lieu of making recordation or
endorsement, Holder hereby is authorized, at its option, to record the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on its
books and records in accordance with its usual and customary practice, which
recordation shall constitute prima facie evidence of the
<PAGE>   21




Loans made by Holder to Maker and payments in respect thereof made by Maker to
Holder, absent manifest error.

         Upon the occurrence of an Event of Default, the entire outstanding
principal balance of the indebtedness evidenced hereby, together with all
accrued and unpaid interest thereon, may be declared, and immediately shall
become, due and payable in full, all as provided in the Credit Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment, demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties hereto, except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the aggregate principal amount of
$115,000,000 issued by Maker pursuant to the Credit Agreement, and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note, the Credit Agreement or any of the other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loans or the Letters of Credit, acceleration of the maturity of
the unpaid balance of any of the Obligations or otherwise, shall the interest
and loan charges agreed to be paid to any of the Lenders for the use of the
money advanced or to be advanced under the Credit Agreement exceed the maximum
amounts collectible pursuant to applicable law. Pursuant to the Credit
Agreement, Maker and the Lenders have agreed that:

                  (a)      if for any reason whatsoever the interest or loan
         charges paid or contracted to be paid by Maker to any of the Lenders in
         respect of the Loans shall exceed the maximum amount collectible under
         the law applicable to such Lender, then, in that event, and
         notwithstanding anything to the contrary in the Credit Agreement, the
         Notes or any other Loan Document (i) the aggregate of all consideration
         that constitutes interest or loan charges under the law applicable to
         such Lender that is contracted for, taken, reserved, charged or
         received under the Credit Agreement, the Notes or any other Loan
         Document or otherwise in connection with the Obligations under no
         circumstances shall exceed the maximum amounts allowed by such
         applicable law, and any excess paid to any Lender shall be credited by
         such Lender on the principal amount of the Obligations (or, to the
         extent the principal amount outstanding under the Credit Agreement, the
         Notes and the other Loan Documents has been or thereby would be paid in
         full, refunded to Maker), and (ii) in the event that the maturity of
         any or all of the Obligations is accelerated by reason of an election
         of the Lenders resulting from any Default under the Credit Agreement or
         otherwise, or in the event of any required or permitted prepayment,
         then such consideration that constitutes interest or loan charges under
         the law applicable to any Lender may never include more than the
         maximum amounts allowed by the law applicable to such Lender, and any
         excess interest or loan charges provided for in the Credit Agreement or
         otherwise shall be canceled automatically


                                        2

<PAGE>   22



         as of the date of such acceleration or prepayment and, if theretofore
         paid, shall be credited by such Lender on the principal amount of the
         Obligations (or, to the extent the principal amount of the Obligations
         has been or thereby would be paid in full, refunded by such Lender to
         Maker);

                  (b)      all sums paid or agreed to be paid to the Lenders for
         the use, forbearance or detention of sums due under the Credit
         Agreement shall, to the extent permitted by applicable law, be
         prorated, allocated and spread throughout the full term of the
         Obligations until payment in full so that the rate or amount of
         interest and loan charges on account of the Obligations will not exceed
         any applicable legal limitation; and

                  (c)      the right to accelerate the maturity of the
         Obligations does not include the right to accelerate the maturity of
         any interest or loan charges not otherwise accrued on the date of such
         acceleration, and the Lenders do not intend to charge or collect any
         unearned interest or loan charges in the event of any such
         acceleration.

         This Note has been negotiated, executed and delivered in the State of
Tennessee, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of said state, without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain Third Amended and Restated
Promissory Note of Maker in favor of Payee dated May 26, 1998 in its entirety.

         It is anticipated by Maker and the Lenders that additional parties
affiliated with Maker ("Additional Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker of this Note by the execution of a Promissory Note Assumption
Agreement in the form attached hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional Maker) shall be required to add an
Additional Maker as a party to this Note.


                                        3

<PAGE>   23



                  IN WITNESS WHEREOF, the undersigned Maker has caused this Note
to be executed by its duly authorized officers as of the date first above
written.


                                        MAKER:

                                        GOODY'S FAMILY CLOTHING, INC.

                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------


                                        GOODY'S MS, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GOODY'S IN, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GFCTX, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------


                                        4

<PAGE>   24


                                        GFCTN, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------




                                        GFCGA, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------



                                        GFC FS, LLC


                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------


                                       5
<PAGE>   25

                   FOURTH AMENDED AND RESTATED PROMISSORY NOTE


$26,000,000                 Knoxville, Tennessee             September 30, 2000


         FOR VALUE RECEIVED, on or before the Termination Date, as defined in
the hereinafter described Credit Agreement, the undersigned, GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation, GOODY'S MS, L.P., a Tennessee limited
partnership, GOODY'S IN, L.P., a Tennessee limited partnership, GFCTX, L.P., a
Tennessee limited partnership, GFCTN, L.P., a Tennessee limited partnership,
GFCGA, L.P., a Tennessee limited partnership, and GFC FS, LLC, a Delaware
limited liability company (successor to GFC FS, Inc. pursuant to a merger)
(collectively, "Maker"), jointly and severally, promise to pay to the order of
AMSOUTH BANK ("Payee"; Payee, and any subsequent holder[s] hereof, being
hereinafter referred to collectively as "Holder"), the principal sum of TWENTY
SIX MILLION AND 00/100THS DOLLARS ($26,000,000) or, if less, the aggregate
unpaid principal amount of all Loans advanced here against pursuant to that
certain Amended and Restated Credit Agreement dated October 31, 1996, by and
among Maker, certain guarantors, First Tennessee Bank National Association, a
national banking association, as Administrative Agent, and the Lenders party
thereto, as amended by that certain Amendment Agreement dated as of May 16,
1997, by that certain Second Amendment Agreement dated September 23, 1997, by
that certain Third Amendment Agreement as of May 26, 1998, and by that certain
Fourth Amendment Agreement dated as of even date herewith (together with any
amendments thereto and/or modifications thereof, herein referred to as the
"Credit Agreement"; capitalized terms used but not otherwise defined herein
shall have the same meanings as in the Credit Agreement), together with interest
on the unpaid principal balance of the Loans evidenced hereby at the rate(s)
specified in the Credit Agreement; provided that in no event shall the interest
and loan charges payable in respect of the indebtedness evidenced hereby exceed
the maximum amounts from time to time allowed to be collected under applicable
law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and payable at the times and in the manner specified
in the Credit Agreement.

         Holder hereby is authorized to record and endorse the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on a
schedule annexed to and constituting a part of this Note, which recordation and
endorsement shall constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder, absent manifest error;
provided, however, that (a) Holder's failure to make any such recordation or
endorsement shall not in any way limit or otherwise affect the obligations of
Maker or the rights and remedies of Holder under this Note or the Credit
Agreement and (b) payments to Holder of the principal of and interest on the
Loans evidenced hereby shall not be affected by the failure to make any such
recordation or endorsement thereof. In lieu of making recordation or
endorsement, Holder hereby is authorized, at its option, to record the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on its
books and records in accordance with its usual and customary practice, which
recordation shall constitute prima facie evidence of the

<PAGE>   26


Loans made by Holder to Maker and payments in respect thereof made by Maker to
Holder, absent manifest error.

         Upon the occurrence of an Event of Default, the entire outstanding
principal balance of the indebtedness evidenced hereby, together with all
accrued and unpaid interest thereon, may be declared, and immediately shall
become, due and payable in full, all as provided in the Credit Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment, demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties hereto, except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the aggregate principal amount of
$115,000,000 issued by Maker pursuant to the Credit Agreement, and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note, the Credit Agreement or any of the other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loans or the Letters of Credit, acceleration of the maturity of
the unpaid balance of any of the Obligations or otherwise, shall the interest
and loan charges agreed to be paid to any of the Lenders for the use of the
money advanced or to be advanced under the Credit Agreement exceed the maximum
amounts collectible pursuant to applicable law. Pursuant to the Credit
Agreement, Maker and the Lenders have agreed that:

                  (a)      if for any reason whatsoever the interest or loan
         charges paid or contracted to be paid by Maker to any of the Lenders in
         respect of the Loans shall exceed the maximum amount collectible under
         the law applicable to such Lender, then, in that event, and
         notwithstanding anything to the contrary in the Credit Agreement, the
         Notes or any other Loan Document (i) the aggregate of all consideration
         that constitutes interest or loan charges under the law applicable to
         such Lender that is contracted for, taken, reserved, charged or
         received under the Credit Agreement, the Notes or any other Loan
         Document or otherwise in connection with the Obligations under no
         circumstances shall exceed the maximum amounts allowed by such
         applicable law, and any excess paid to any Lender shall be credited by
         such Lender on the principal amount of the Obligations (or, to the
         extent the principal amount outstanding under the Credit Agreement, the
         Notes and the other Loan Documents has been or thereby would be paid in
         full, refunded to Maker), and (ii) in the event that the maturity of
         any or all of the Obligations is accelerated by reason of an election
         of the Lenders resulting from any Default under the Credit Agreement or
         otherwise, or in the event of any required or permitted prepayment,
         then such consideration that constitutes interest or loan charges under
         the law applicable to any Lender may never include more than the
         maximum amounts allowed by the law applicable to such Lender, and any
         excess interest or loan charges provided for in the Credit Agreement or
         otherwise shall be canceled automatically


                                       2
<PAGE>   27

         as of the date of such acceleration or prepayment and, if theretofore
         paid, shall be credited by such Lender on the principal amount of the
         Obligations (or, to the extent the principal amount of the Obligations
         has been or thereby would be paid in full, refunded by such Lender to
         Maker);

                  (b)      all sums paid or agreed to be paid to the Lenders for
         the use, forbearance or detention of sums due under the Credit
         Agreement shall, to the extent permitted by applicable law, be
         prorated, allocated and spread throughout the full term of the
         Obligations until payment in full so that the rate or amount of
         interest and loan charges on account of the Obligations will not exceed
         any applicable legal limitation; and

                  (c)      the right to accelerate the maturity of the
         Obligations does not include the right to accelerate the maturity of
         any interest or loan charges not otherwise accrued on the date of such
         acceleration, and the Lenders do not intend to charge or collect any
         unearned interest or loan charges in the event of any such
         acceleration.

         This Note has been negotiated, executed and delivered in the State of
Tennessee, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of said state, without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain Third Amended and Restated
Promissory Note of Maker in favor of Payee dated May 26, 1998 in its entirety.

         It is anticipated by Maker and the Lenders that additional parties
affiliated with Maker ("Additional Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker of this Note by the execution of a Promissory Note Assumption
Agreement in the form attached hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional Maker) shall be required to add an
Additional Maker as a party to this Note.


                                       3
<PAGE>   28

         IN WITNESS WHEREOF, the undersigned Maker has caused this Note to be
executed by its duly authorized officers as of the date first above written.


                                    MAKER:

                                    GOODY'S FAMILY CLOTHING, INC.


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GOODY'S MS, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GOODY'S IN, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFCTX, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                       4
<PAGE>   29


                                    GFCTN, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFCGA, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFC FS, LLC


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                       5
<PAGE>   30

                   FOURTH AMENDED AND RESTATED PROMISSORY NOTE


$22,750,000                 Knoxville, Tennessee             September 30, 2000


         FOR VALUE RECEIVED, on or before the Termination Date, as defined in
the hereinafter described Credit Agreement, the undersigned, GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation, GOODY'S MS, L.P., a Tennessee limited
partnership, GOODY'S IN, L.P., a Tennessee limited partnership, GFCTX, L.P., a
Tennessee limited partnership, GFCTN, L.P., a Tennessee limited partnership,
GFCGA, L.P., a Tennessee limited partnership, and GFC FS, LLC, a Delaware
limited liability company (successor to GFC FS, Inc. pursuant to a merger)
(collectively, "Maker"), jointly and severally, promise to pay to the order of
SOUTHTRUST BANK ("Payee"; Payee, and any subsequent holder[s] hereof, being
hereinafter referred to collectively as "Holder"), the principal sum of
TWENTY-TWO MILLION SEVEN HUNDRED FIFTY THOUSAND AND 00/100THS DOLLARS
($22,750,000) or, if less, the aggregate unpaid principal amount of all Loans
advanced here against pursuant to that certain Amended and Restated Credit
Agreement dated October 31, 1996, by and among Maker, certain guarantors, First
Tennessee Bank National Association, a national banking association, as
Administrative Agent, and the Lenders party thereto, as amended by that certain
Amendment Agreement dated as of May 16, 1997, by that certain Second Amendment
Agreement dated September 23, 1997, by that certain Third Amendment Agreement as
of May 26, 1998, and by that certain Fourth Amendment Agreement dated as of even
date herewith (together with any amendments thereto and/or modifications
thereof, herein referred to as the "Credit Agreement"; capitalized terms used
but not otherwise defined herein shall have the same meanings as in the Credit
Agreement), together with interest on the unpaid principal balance of the Loans
evidenced hereby at the rate(s) specified in the Credit Agreement; provided that
in no event shall the interest and loan charges payable in respect of the
indebtedness evidenced hereby exceed the maximum amounts from time to time
allowed to be collected under applicable law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and payable at the times and in the manner specified
in the Credit Agreement.

         Holder hereby is authorized to record and endorse the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on a
schedule annexed to and constituting a part of this Note, which recordation and
endorsement shall constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder, absent manifest error;
provided, however, that (a) Holder's failure to make any such recordation or
endorsement shall not in any way limit or otherwise affect the obligations of
Maker or the rights and remedies of Holder under this Note or the Credit
Agreement and (b) payments to Holder of the principal of and interest on the
Loans evidenced hereby shall not be affected by the failure to make any such
recordation or endorsement thereof. In lieu of making recordation or
endorsement, Holder hereby is authorized, at its option, to record the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on its
books and records in accordance with its usual and customary practice, which
recordation shall constitute prima facie evidence of the

<PAGE>   31

Loans made by Holder to Maker and payments in respect thereof made by Maker to
Holder, absent manifest error.

         Upon the occurrence of an Event of Default, the entire outstanding
principal balance of the indebtedness evidenced hereby, together with all
accrued and unpaid interest thereon, may be declared, and immediately shall
become, due and payable in full, all as provided in the Credit Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment, demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties hereto, except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the aggregate principal amount of
$115,000,000 issued by Maker pursuant to the Credit Agreement, and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note, the Credit Agreement or any of the other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loans or the Letters of Credit, acceleration of the maturity of
the unpaid balance of any of the Obligations or otherwise, shall the interest
and loan charges agreed to be paid to any of the Lenders for the use of the
money advanced or to be advanced under the Credit Agreement exceed the maximum
amounts collectible pursuant to applicable law. Pursuant to the Credit
Agreement, Maker and the Lenders have agreed that:

                  (a)      if for any reason whatsoever the interest or loan
         charges paid or contracted to be paid by Maker to any of the Lenders in
         respect of the Loans shall exceed the maximum amount collectible under
         the law applicable to such Lender, then, in that event, and
         notwithstanding anything to the contrary in the Credit Agreement, the
         Notes or any other Loan Document (i) the aggregate of all consideration
         that constitutes interest or loan charges under the law applicable to
         such Lender that is contracted for, taken, reserved, charged or
         received under the Credit Agreement, the Notes or any other Loan
         Document or otherwise in connection with the Obligations under no
         circumstances shall exceed the maximum amounts allowed by such
         applicable law, and any excess paid to any Lender shall be credited by
         such Lender on the principal amount of the Obligations (or, to the
         extent the principal amount outstanding under the Credit Agreement, the
         Notes and the other Loan Documents has been or thereby would be paid in
         full, refunded to Maker), and (ii) in the event that the maturity of
         any or all of the Obligations is accelerated by reason of an election
         of the Lenders resulting from any Default under the Credit Agreement or
         otherwise, or in the event of any required or permitted prepayment,
         then such consideration that constitutes interest or loan charges under
         the law applicable to any Lender may never include more than the
         maximum amounts allowed by the law applicable to such Lender, and any
         excess interest or loan charges provided for in the Credit Agreement or
         otherwise shall be canceled automatically


                                       2
<PAGE>   32

         as of the date of such acceleration or prepayment and, if theretofore
         paid, shall be credited by such Lender on the principal amount of the
         Obligations (or, to the extent the principal amount of the Obligations
         has been or thereby would be paid in full, refunded by such Lender to
         Maker);

                  (b)      all sums paid or agreed to be paid to the Lenders for
         the use, forbearance or detention of sums due under the Credit
         Agreement shall, to the extent permitted by applicable law, be
         prorated, allocated and spread throughout the full term of the
         Obligations until payment in full so that the rate or amount of
         interest and loan charges on account of the Obligations will not exceed
         any applicable legal limitation; and

                  (c)      the right to accelerate the maturity of the
         Obligations does not include the right to accelerate the maturity of
         any interest or loan charges not otherwise accrued on the date of such
         acceleration, and the Lenders do not intend to charge or collect any
         unearned interest or loan charges in the event of any such
         acceleration.

         This Note has been negotiated, executed and delivered in the State of
Tennessee, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of said state, without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain Third Amended and Restated
Promissory Note of Maker in favor of Payee dated May 26, 1998 in its entirety.

        It is anticipated by Maker and the Lenders that additional parties
affiliated with Maker ("Additional Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker of this Note by the execution of a Promissory Note Assumption
Agreement in the form attached hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional Maker) shall be required to add an
Additional Maker as a party to this Note.


                                       3
<PAGE>   33

         IN WITNESS WHEREOF, the undersigned Maker has caused this Note to be
executed by its duly authorized officers as of the date first above written.


                                    MAKER:

                                    GOODY'S FAMILY CLOTHING, INC.


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GOODY'S MS, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GOODY'S IN, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFCTX, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                       4
<PAGE>   34


                                    GFCTN, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFCGA, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFC FS, LLC


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                       5
<PAGE>   35

                   FOURTH AMENDED AND RESTATED PROMISSORY NOTE


$22,750,000               Knoxville, Tennessee               September 30, 2000


         FOR VALUE RECEIVED, on or before the Termination Date, as defined in
the hereinafter described Credit Agreement, the undersigned, GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation, GOODY'S MS, L.P., a Tennessee limited
partnership, GOODY'S IN, L.P., a Tennessee limited partnership, GFCTX, L.P., a
Tennessee limited partnership, GFCTN, L.P., a Tennessee limited partnership,
GFCGA, L.P., a Tennessee limited partnership, and GFC FS, LLC, a Delaware
limited liability company (successor to GFC FS, Inc. pursuant to a merger)
(collectively, "Maker"), jointly and severally, promise to pay to the order of
FIRST UNION NATIONAL BANK ("Payee"; Payee, and any subsequent holder[s] hereof,
being hereinafter referred to collectively as "Holder"), the principal sum of
TWENTY-TWO MILLION SEVEN HUNDRED FIFTY THOUSAND AND 00/100THS DOLLARS
($22,750,000) or, if less, the aggregate unpaid principal amount of all Loans
advanced here against pursuant to that certain Amended and Restated Credit
Agreement dated October 31, 1996, by and among Maker, certain guarantors, First
Tennessee Bank National Association, a national banking association, as
Administrative Agent, and the Lenders party thereto, as amended by that certain
Amendment Agreement dated as of May 16, 1997, by that certain Second Amendment
Agreement dated September 23, 1997, by that certain Third Amendment Agreement as
of May 26, 1998, and by that certain Fourth Amendment Agreement dated as of even
date herewith (together with any amendments thereto and/or modifications
thereof, herein referred to as the "Credit Agreement"; capitalized terms used
but not otherwise defined herein shall have the same meanings as in the Credit
Agreement), together with interest on the unpaid principal balance of the Loans
evidenced hereby at the rate(s) specified in the Credit Agreement; provided that
in no event shall the interest and loan charges payable in respect of the
indebtedness evidenced hereby exceed the maximum amounts from time to time
allowed to be collected under applicable law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and payable at the times and in the manner specified
in the Credit Agreement.

         Holder hereby is authorized to record and endorse the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on a
schedule annexed to and constituting a part of this Note, which recordation and
endorsement shall constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder, absent manifest error;
provided, however, that (a) Holder's failure to make any such recordation or
endorsement shall not in any way limit or otherwise affect the obligations of
Maker or the rights and remedies of Holder under this Note or the Credit
Agreement and (b) payments to Holder of the principal of and interest on the
Loans evidenced hereby shall not be affected by the failure to make any such
recordation or endorsement thereof. In lieu of making recordation or
endorsement, Holder hereby is authorized, at its option, to record the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on its
books and records in accordance with its usual and customary practice, which
recordation shall constitute prima facie evidence of the

<PAGE>   36

Loans made by Holder to Maker and payments in respect thereof made by Maker to
Holder, absent manifest error.

         Upon the occurrence of an Event of Default, the entire outstanding
principal balance of the indebtedness evidenced hereby, together with all
accrued and unpaid interest thereon, may be declared, and immediately shall
become, due and payable in full, all as provided in the Credit Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment, demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties hereto, except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the aggregate principal amount of
$115,000,000 issued by Maker pursuant to the Credit Agreement, and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note, the Credit Agreement or any of the other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loans or the Letters of Credit, acceleration of the maturity of
the unpaid balance of any of the Obligations or otherwise, shall the interest
and loan charges agreed to be paid to any of the Lenders for the use of the
money advanced or to be advanced under the Credit Agreement exceed the maximum
amounts collectible pursuant to applicable law. Pursuant to the Credit
Agreement, Maker and the Lenders have agreed that:

                  (a)      if for any reason whatsoever the interest or loan
         charges paid or contracted to be paid by Maker to any of the Lenders in
         respect of the Loans shall exceed the maximum amount collectible under
         the law applicable to such Lender, then, in that event, and
         notwithstanding anything to the contrary in the Credit Agreement, the
         Notes or any other Loan Document (i) the aggregate of all consideration
         that constitutes interest or loan charges under the law applicable to
         such Lender that is contracted for, taken, reserved, charged or
         received under the Credit Agreement, the Notes or any other Loan
         Document or otherwise in connection with the Obligations under no
         circumstances shall exceed the maximum amounts allowed by such
         applicable law, and any excess paid to any Lender shall be credited by
         such Lender on the principal amount of the Obligations (or, to the
         extent the principal amount outstanding under the Credit Agreement, the
         Notes and the other Loan Documents has been or thereby would be paid in
         full, refunded to Maker), and (ii) in the event that the maturity of
         any or all of the Obligations is accelerated by reason of an election
         of the Lenders resulting from any Default under the Credit Agreement or
         otherwise, or in the event of any required or permitted prepayment,
         then such consideration that constitutes interest or loan charges under
         the law applicable to any Lender may never include more than the
         maximum amounts allowed by the law applicable to such Lender, and any
         excess interest or loan charges provided for in the Credit Agreement or
         otherwise shall be canceled automatically


                                       2
<PAGE>   37

         as of the date of such acceleration or prepayment and, if theretofore
         paid, shall be credited by such Lender on the principal amount of the
         Obligations (or, to the extent the principal amount of the Obligations
         has been or thereby would be paid in full, refunded by such Lender to
         Maker);

                  (b)      all sums paid or agreed to be paid to the Lenders for
         the use, forbearance or detention of sums due under the Credit
         Agreement shall, to the extent permitted by applicable law, be
         prorated, allocated and spread throughout the full term of the
         Obligations until payment in full so that the rate or amount of
         interest and loan charges on account of the Obligations will not exceed
         any applicable legal limitation; and

                  (c)      the right to accelerate the maturity of the
         Obligations does not include the right to accelerate the maturity of
         any interest or loan charges not otherwise accrued on the date of such
         acceleration, and the Lenders do not intend to charge or collect any
         unearned interest or loan charges in the event of any such
         acceleration.

         This Note has been negotiated, executed and delivered in the State of
Tennessee, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of said state, without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain Third Amended and Restated
Promissory Note of Maker in favor of Payee dated May 26, 1998 in its entirety.

         It is anticipated by Maker and the Lenders that additional parties
affiliated with Maker ("Additional Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker of this Note by the execution of a Promissory Note Assumption
Agreement in the form attached hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional Maker) shall be required to add an
Additional Maker as a party to this Note.


                                       3
<PAGE>   38

         IN WITNESS WHEREOF, the undersigned Maker has caused this Note to be
executed by its duly authorized officers as of the date first above written.


                                    MAKER:

                                    GOODY'S FAMILY CLOTHING, INC.


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GOODY'S MS, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GOODY'S IN, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFCTX, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                       4
<PAGE>   39


                                    GFCTN, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFCGA, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFC FS, LLC


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                       5
<PAGE>   40

                   FOURTH AMENDED AND RESTATED PROMISSORY NOTE


$16,250,000               Knoxville, Tennessee               September 30, 2000


         FOR VALUE RECEIVED, on or before the Termination Date, as defined in
the hereinafter described Credit Agreement, the undersigned, GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation, GOODY'S MS, L.P., a Tennessee limited
partnership, GOODY'S IN, L.P., a Tennessee limited partnership, GFCTX, L.P., a
Tennessee limited partnership, GFCTN, L.P., a Tennessee limited partnership,
GFCGA, L.P., a Tennessee limited partnership, and GFC FS, LLC, a Delaware
limited liability company (successor to GFC FS, Inc. pursuant to a merger)
(collectively, "Maker"), jointly and severally, promise to pay to the order of
WACHOVIA BANK, N.A. ("Payee"; Payee, and any subsequent holder[s] hereof, being
hereinafter referred to collectively as "Holder"), the principal sum of SIXTEEN
MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100THS DOLLARS ($16,250,000) or, if
less, the aggregate unpaid principal amount of all Loans advanced here against
pursuant to that certain Amended and Restated Credit Agreement dated October 31,
1996, by and among Maker, certain guarantors, First Tennessee Bank National
Association, a national banking association, as Administrative Agent, and the
Lenders party thereto, as amended by that certain Amendment Agreement dated as
of May 16, 1997, by that certain Second Amendment Agreement dated September 23,
1997, by that certain Third Amendment Agreement as of May 26, 1998, and by that
certain Fourth Amendment Agreement dated as of even date herewith (together with
any amendments thereto and/or modifications thereof, herein referred to as the
"Credit Agreement"; capitalized terms used but not otherwise defined herein
shall have the same meanings as in the Credit Agreement), together with interest
on the unpaid principal balance of the Loans evidenced hereby at the rate(s)
specified in the Credit Agreement; provided that in no event shall the interest
and loan charges payable in respect of the indebtedness evidenced hereby exceed
the maximum amounts from time to time allowed to be collected under applicable
law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and payable at the times and in the manner specified
in the Credit Agreement.

         Holder hereby is authorized to record and endorse the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on a
schedule annexed to and constituting a part of this Note, which recordation and
endorsement shall constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder, absent manifest error;
provided, however, that (a) Holder's failure to make any such recordation or
endorsement shall not in any way limit or otherwise affect the obligations of
Maker or the rights and remedies of Holder under this Note or the Credit
Agreement and (b) payments to Holder of the principal of and interest on the
Loans evidenced hereby shall not be affected by the failure to make any such
recordation or endorsement thereof. In lieu of making recordation or
endorsement, Holder hereby is authorized, at its option, to record the date and
principal amount of each Loan made by it, and the amount of each payment of
principal and interest made to such Holder with respect to such Loans, on its
books and records in accordance with its usual and customary practice, which
recordation shall constitute prima facie evidence of the

<PAGE>   41

Loans made by Holder to Maker and payments in respect thereof made by Maker to
Holder, absent manifest error.

         Upon the occurrence of an Event of Default, the entire outstanding
principal balance of the indebtedness evidenced hereby, together with all
accrued and unpaid interest thereon, may be declared, and immediately shall
become, due and payable in full, all as provided in the Credit Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment, demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties hereto, except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the aggregate principal amount of
$115,000,000 issued by Maker pursuant to the Credit Agreement, and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note, the Credit Agreement or any of the other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loans or the Letters of Credit, acceleration of the maturity of
the unpaid balance of any of the Obligations or otherwise, shall the interest
and loan charges agreed to be paid to any of the Lenders for the use of the
money advanced or to be advanced under the Credit Agreement exceed the maximum
amounts collectible pursuant to applicable law. Pursuant to the Credit
Agreement, Maker and the Lenders have agreed that:

                  (a)      if for any reason whatsoever the interest or loan
         charges paid or contracted to be paid by Maker to any of the Lenders in
         respect of the Loans shall exceed the maximum amount collectible under
         the law applicable to such Lender, then, in that event, and
         notwithstanding anything to the contrary in the Credit Agreement, the
         Notes or any other Loan Document (i) the aggregate of all consideration
         that constitutes interest or loan charges under the law applicable to
         such Lender that is contracted for, taken, reserved, charged or
         received under the Credit Agreement, the Notes or any other Loan
         Document or otherwise in connection with the Obligations under no
         circumstances shall exceed the maximum amounts allowed by such
         applicable law, and any excess paid to any Lender shall be credited by
         such Lender on the principal amount of the Obligations (or, to the
         extent the principal amount outstanding under the Credit Agreement, the
         Notes and the other Loan Documents has been or thereby would be paid in
         full, refunded to Maker), and (ii) in the event that the maturity of
         any or all of the Obligations is accelerated by reason of an election
         of the Lenders resulting from any Default under the Credit Agreement or
         otherwise, or in the event of any required or permitted prepayment,
         then such consideration that constitutes interest or loan charges under
         the law applicable to any Lender may never include more than the
         maximum amounts allowed by the law applicable to such Lender, and any
         excess interest or loan charges provided for in the Credit Agreement or
         otherwise shall be canceled automatically


                                       2
<PAGE>   42

         as of the date of such acceleration or prepayment and, if theretofore
         paid, shall be credited by such Lender on the principal amount of the
         Obligations (or, to the extent the principal amount of the Obligations
         has been or thereby would be paid in full, refunded by such Lender to
         Maker);

                  (b)      all sums paid or agreed to be paid to the Lenders for
         the use, forbearance or detention of sums due under the Credit
         Agreement shall, to the extent permitted by applicable law, be
         prorated, allocated and spread throughout the full term of the
         Obligations until payment in full so that the rate or amount of
         interest and loan charges on account of the Obligations will not exceed
         any applicable legal limitation; and

                  (c)      the right to accelerate the maturity of the
         Obligations does not include the right to accelerate the maturity of
         any interest or loan charges not otherwise accrued on the date of such
         acceleration, and the Lenders do not intend to charge or collect any
         unearned interest or loan charges in the event of any such
         acceleration.

         This Note has been negotiated, executed and delivered in the State of
Tennessee, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of said state, without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain Third Amended and Restated
Promissory Note of Maker in favor of Payee dated May 26, 1998 in its entirety.

         It is anticipated by Maker and the Lenders that additional parties
affiliated with Maker ("Additional Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker of this Note by the execution of a Promissory Note Assumption
Agreement in the form attached hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional Maker) shall be required to add an
Additional Maker as a party to this Note.


                                       3
<PAGE>   43

         IN WITNESS WHEREOF, the undersigned Maker has caused this Note to be
executed by its duly authorized officers as of the date first above written.


                                    MAKER:

                                    GOODY'S FAMILY CLOTHING, INC.


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GOODY'S MS, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GOODY'S IN, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFCTX, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                       4
<PAGE>   44


                                    GFCTN, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFCGA, L.P.

                                    By: TREBOR of TN, Inc., General Partner


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                    GFC FS, LLC


                                    By:
                                       ----------------------------------------
                                    Title:
                                           ------------------------------------


                                       5