02052003 8K Exhibit 10.4




AMENDMENT

TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT


THIS AMENDMENT TO AMENDED AND RESTATED RECEIVALBES PURCHASE
AGREEMENT, dated January 31, 2003 (this "Amendment"), between
Gottschalks, Inc. ("Gottschalks"), in its capacity as seller (the
"Seller"), and Gottschalks Credit Receivables Corporation
("GCRC"), in its capacity as purchaser, is made for the purpose of
amending the Amended and Restated Receivables Purchase Agreement, dated as of
March 1, 1999 (the "RPA"), between Gottschalks and GCRC.



RECITALS

WHEREAS, the parties hereto wish to enter into this
Amendment in order to amend and supplement certain provisions of the RPA for the
purpose of terminating the obligations of the Seller to sell and of the
Purchaser to purchase, the receivables and related property pursuant to the RPA
effective concurrently with the prepayment and cancellation of certain
securities as described below; and

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by the parties, the parties
hereto agree as follows:

Section 1.  Definitions.  For all purposes of
this Amendment, unless otherwise defined herein, all capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed
thereto in RPA.

Section 2.Amendment to Section 1.2.  The
following paragraph is added following the paragraph (b) of Section
1.2:
"(c)Notwithstanding the foregoing, the following
terms shall have the indicated meanings:
"Effective Time" shall mean the time at
which all outstanding Certificates are paid in full and cancelled pursuant to
the related Prepayment Agreements, the Trustee Agreement, the Escrow Agreement
and the Purchase Agreement.

"Escrow Agreement" means that certain Escrow
Agreement dated January 31, 2003 among Gottschalks, GCRC, Household Bank (SB),
N.A., Deutsche Bank Trust Company Americas in its capacity as trustee of the
Gottschalks Credit Card Master Trust, and in its capacity as escrow agent.

"Prepayment Agreements" mean those certain
prepayment agreements between GCRC and Gottschalks on the one hand and the
holders of the outstanding Certificates on the other.

"Trustee Agreement" means the Trustee
Agreement dated January 31, 2003 among Gottschalks, GCRC and the
Trustee."





Section 3.Amendment to Section 2.1.  The
following paragraph is added following paragraph (h) of Section 2.1:
(i)Notwithstanding any other provision of this Agreement,
at all times from and after the Effective Time, the obligations of the Seller to
sell and of the Purchaser to purchase any Receivables, proceeds thereof or
rights in or relating thereto shall terminate, and no further such sales or
purchases will be consummated pursuant to this Agreement."  





[Remainder of the page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers as of the date first
written above.



 
GOTTSCHALKS INC.



 












By:  /s/ James Famalette

      Title:  President & CEO


 

 
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION


















By:  /s/ Michael Geele

       Title:  President


 
Acknowledged by:


DEUTSCHE BANK TRUST COMPANY 

AMERICAS, solely in its capacity as Trustee

of the Gottschalks Credit Card Master Trust 


 

By:  /s/ Richard L. Buckwalter












Title:  Vice President