FY2002 10K Exhibit 10.40





Exhibit 10.40


GOTTSCHALKS CREDIT RECEIVABLES CORPORATION

Depositor



GOTTSCHALKS INC.

Servicer

and

BANKERS TRUST COMPANY

Trustee



 

AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT



Dated as of November 15, 2001



To



POOLING AND SERVICING AGREEMENT



Dated as of March 1, 1999



 

 

GOTTSCHALKS CREDIT CARD MASTER TRUST



 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I



CREATION OF THE SERIES 2000-1 CERTIFICATES
Section 1.1.Designation.1





ARTICLE II



DEFINITIONS
Section 2.1.Definitions.2





ARTICLE III



SERVICING FEE
Section 3.1.Servicing Compensation17





ARTICLE IV



RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.1.Allocations17

Section 4.2Distributions22

Section 4.3.Determination of VBC Monthly Interest, Commitment Fees 

and Breakage Fees26

Section 4.4.VBC Investor Charge-Offs.27

Section 4.5.Trustee Expenses Associated with Servicing Assumption27

Section 4.6.Blocked Periods28





ARTICLE V



DISTRIBUTIONS AND REPORTS
Section 5.1.Distributions28

Section 5.2.Other Notices to Holders.28





ARTICLE VI



THE VARIABLE BASE CERTIFICATES AND EXCHANGEABLE CERTIFICATE
Section 6.1.Initial Issuance of Variable Base Certificates, Increases and 

Decreases of VBC Invested Amount.29

Section 6.2.Extension and Repurchase of Variable Base Certificates43

Section 6.3.Transfer Restrictions.44

Section 6.4.The Exchangeable Certificate48





ARTICLE VII



EARLY AMORTIZATION EVENTS; SERVICER DEFAULTS; MERGER OF SERVICER
Section 7.1.Additional Early Amortization Events.48

Section 7.2.Waiver50

Section 7.3.Additional Servicer Defaults50

Section 7.4.Merger or Consolidation of, or Assumption of, the Obligations

 of the Servicer51





ARTICLE VIII



OPTIONAL REPURCHASE
Section 8.1.Optional Repurchase52





ARTICLE IX



FINAL DISTRIBUTIONS
Section 9.1.Final Distributions52





ARTICLE X



MISCELLANEOUS PROVISIONS
Section 10.1.Ratification of Agreement54

Section 10.2.Counterparts54

Section 10.3.Governing Law54

Section 10.4.Rating Agency Notice54






EXHIBITS


EXHIBIT AForm of Variable Base Certificate

EXHIBIT BForm of Distribution Date Statement

EXHIBIT CForm of Rule 144A Transferee Certificate

EXHIBIT DForm of Non Rule 144A Representation Letter

EXHIBIT EForm of Request for Increase

EXHIBIT FForm of Notice of Discretionary Prepayment



 

SCHEDULE



SCHEDULE 1 Account Details



 



This AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT dated as of November 15, 2001
(the "Series Supplement"), among GOTTSCHALKS CREDIT RECEIVABLES CORPORATION, a Delaware
corporation, as Depositor, GOTTSCHALKS INC., a Delaware corporation, as Servicer, and BANKERS TRUST
COMPANY, a New York banking corporation, not in its individual capacity but solely as Trustee,
amends and restates the SERIES 2000-1 SUPPLEMENT, dated November 16, 2000, among Depositor, Servicer
and the Trustee (the "Original Series Supplement") and supercedes the Extension Notice and
Agreement, dated October 19, 2001, among Depositor, Servicer, the Trustee and Warehouse Line
Advisors Inc. as the sole VBC Holder (the "Extension Agreement").

RECITALS

Section 6.03 of the Pooling and Servicing Agreement, dated as of March 1,
1999, among the Depositor, the Servicer and the Trustee (as the same has been amended and
supplemented through the date hereof, and as the same may be further amended, supplemented or
otherwise modified from time to time in accordance with its terms, the "Agreement"),
provides, among other things, that the Depositor may from time to time direct the Trustee to
authenticate and deliver, on behalf of the Trust, one or more new Series of Investor Certificates
representing fractional undivided interests in the Trust and in connection therewith to enter into
Series Supplements with the Servicer and the Trustee to provide for the issuance, authentication and
delivery of a new Series of Investor Certificates and to specify the Principal Terms thereof.
Pursuant to the Original Series Supplement, the Depositor and the Trustee on behalf of the Trust
created a new Series of Investor Certificates and specified the Principal Terms thereof.  

Pursuant to the Extension Agreement, the Commitment Period under the Original
Series Supplement was extended from October 31, 2001 until November 30, 2001.

For good and valuable consideration the sufficiency of which is hereby
acknowledged, the parties now desire to amend and restate the Original Series Supplement in its
entirety as follows:



	



Creation of the Series 2000-1 Certificates




	Designation.
There is hereby created a Series of Investor Certificates to be issued pursuant to the Agreement and
this Series Supplement to be known as the "Gottschalks Credit Card Master Trust, Series 2000-1
Certificates".  The Series 2000-1 Certificates will be issued in one certificated Class, which
shall be known as the "Variable Base Credit Card Certificates, Series 2000-1" (the
"Variable Base Certificates").  In the event that any term or
provision contained herein shall conflict with or be inconsistent with any term or provision
contained in the Agreement, the terms and provisions of this Series Supplement shall
govern.


	



Definitions




	Definitions.  (a)  Whenever used in this Series Supplement, the following
words and phrases shall have the following meanings.

"Adjusted Invested Amount" means, for Series 2000-1 as of any date of
determination, the following:

(i)for purposes of calculating the Series 2000-1 Allocation Percentage with
respect to allocations of Finance Charge Collections, the sum of (a) the VBC Invested Amount as of
such date, plus (b) 10.50% of the VBC Invested Amount as of such date, plus (c) the VBC Notional
Amount as of such date;

(ii)for purposes of calculating the Series 2000-1 Allocation Percentage with
respect to allocations of Default Amounts, the sum of (a) the VBC Invested Amount as of such date,
plus (b) 10.50% of the VBC Invested Amount as of such date;

(iii)for purposes of calculating the Series 2000-1 Allocation Percentage with
respect to allocations of Principal Collections:

(a)if no Early Amortization Event has occurred, on each date on or prior to
the last day of the last Collection Period that commences during a period that is a Commitment
Period for all outstanding Variable Base Certificates, the sum of (1) the VBC Invested Amount as of
such date, plus (2) 10.50% of the VBC Invested Amount as of such date;

(b)if no Early Amortization Event has occurred, on each date during a
Collection Period that commences during a period that is a Commitment Period for some, but not all,
outstanding Variable Base Certificates (giving effect to any extensions), the sum of (1) the sum of
the portions of the VBC Invested Amount allocable to each non-extended Variable Base Certificate as
of the close of the last day of the last Collection Period that commenced during the related
Commitment Period, plus (2) the sum of the portions of the VBC Invested Amount on such current date
allocable to each extended Variable Base Certificate as of such date, plus (3) 10.50% of the VBC
Invested Amount as of such date;

(c)if no Early Amortization Event has occurred, on each date during a
Collection Period that commences during a period that is not a Commitment Period for any Variable
Base Certificates (giving effect to any extensions), the sum of (1) the sum of the portions of the
VBC Invested Amount allocable to each outstanding Variable Base Certificate as of the close of the
last day of the last Collection Period that commenced during the related Commitment Period, plus (2)
10.50% of the VBC Invested Amount as of the close of the last day of the last Collection Period that
commenced during the last Commitment Period to expire; and

(d)if an Early Amortization Event has occurred, then on each date thereafter,
the sum of (1) the VBC Invested Amount as the day on which such Early Amortization Event occurs,
plus (2) 10.50% of the VBC Invested Amount as of the day on which such Early Amortization Event
occurs. 

"Administrative Fee" means the $2,000 fee payable pro rata to
the Certificate Administrator and each VBC Holder, other than Tice & Co., in connection with a
Discretionary Prepayment (provided that the Administrative Fee is payable only if the Discretionary
Prepayment is made on a day that is not a Draw Date).

"Allocation Day" means each day during a Collection Period that Gottschalks is
open for business (which currently excludes only Easter, Thanksgiving and Christmas); provided that
Gottschalks will immediately notify the Trustee and each Certificateholder in writing of any change
with respect to the days on which Gottschalks is open for business.


"Anniversary Month" means, with respect to any date of
determination, the calendar month of the prior calendar year corresponding to the calendar month in
which such date of determination occurs.

"Authorized Officer" means (a) as to the Depositor, any of the
President, the Vice President, the Secretary or any Assistant Secretary and (b) as to the Servicer,
any of the President, the Vice President or any Assistant Secretary, whose signatures and incumbency
shall have been certified in such certificates as may be delivered by the Depositor or the Servicer
to the Trustee, as the case may be, from time to time as duly authorized to execute and deliver the
applicable instruments, certificates, notices and other documents in connection herewith on behalf
of the Depositor or Servicer and to take, from time to time, all other actions on behalf of the
Depositor and the Servicer in connection therewith.

"Base Rate" means the Prime Rate.

"Breakage Fee" means the fee payable with respect to any
repayment of principal on a Variable Base Certificate that occurs on any day other than a Draw Date
(in addition to the payment of all interest that has accrued through such date at the applicable VBC
Interest Rate on the principal amount so repaid) in an amount equal to the amount of interest that
(but for the repayment of such repaid principal amount) would have accrued on an
"actual/360" basis on the portion of such principal amount so prepaid, for the period
commencing on the date of such repayment to, but excluding, the next Distribution Date, at a rate
equal to the excess, if any, of (1) the VBC Interest Rate in effect for the Interest Period during
which such repayment occurs over (2) one-month LIBOR determined as specified herein (or, if one-
month LIBOR cannot be determined as described herein, the applicable Base Rate) in effect for such
Interest Period.

"Capitalized Interest Account" shall have the meaning specified
in Section 6.1(e) hereof.  Deposits into and withdrawals from the Capitalized Interest Account shall
be made in accordance with the provisions of Section 6.1(e) hereof.

"Carryover Commitment, Breakage and Administrative Fees" means,
for any Distribution Date, an amount equal to the sum of (a) the amount of any Breakage Fees
previously due but not distributed on the Variable Base Certificates on or before the immediately
prior Distribution Date plus, (b) the amount of any Commitment Fees and Administrative Fees
previously due but not distributed pro rata to the Certificate Administrator and each VBC Holder,
other than Tice & Co., plus, (c) to the extent permitted under applicable law, unpaid interest
on the amount described in clauses (a) and (b) accrued during or prior to the related Interest
Period at the applicable VBC Interest Rate plus 0.50% per annum.  

"Carryover Interest" means, for any Distribution Date, an amount
equal to the sum of (i) the amount of any VBC Monthly Interest previously due but not distributed on
the Variable Base Certificates on or before the prior Distribution Date, together with (ii) to the
extent permitted under applicable law, unpaid interest accrued on the amount described in clause (i)
during or prior to the related Interest Period at the applicable VBC Interest Rate plus 0.50% per
annum. 

"Certificate Administrator" means Warehouse Line Advisors, Inc.
or its successors and assigns.

"Certificates" means the Series 1999-1 Fixed Base Certificates,
Series 1999-1 Subordinated Certificates, Variable Base Certificates or Exchangeable Certificates, or
all of them collectively, as indicated by the context.

"Certificate Register" shall have the meaning assigned in
Section 6.1(b)(i) hereof.

"Closing Date" means November 15, 2001.

"Commitment Fee" means 0.25% per annum on the average daily VBC
Unfunded Amount during the related Interest Period, or portion thereof, that is during the
Commitment Period for any Variable Base Certificates payable pro rata to the Certificate
Administrator and each VBC Holder, other than Tice & Co.  

"Commitment Period" means, with respect to any Variable Base
Certificate, the period commencing on the Closing Date and ending on the earliest to occur of (i)
the last day of the Revolving Period and (ii) October 31, 2002; provided that, at least 90 days
prior to the end of the Commitment Period, the Trust and the related VBC Holder may agree to
reextend the Commitment Period applicable to such Variable Base Certificate as described herein for
up to an additional 364 days (but not beyond July 31, 2003), in which case, the related Commitment
Period will end on the last day of the related Commitment Period as so extended (or the last day of
the Revolving Period if the Revolving Period terminates earlier).  A VBC Holder will be required to
advance funds in response to requests for drawings only during the Commitment Period applicable to
its Variable Base Certificate(s) and only if all conditions precedent to such drawings are satisfied
as of the respective dates on which such advances are to be made. 

"Commitment Termination Payment" means, with respect to any
Distribution Date relating to a Collection Period that commences during the Revolving Period, the
payment of principal to VBC Holders holding Variable Base Certificates as to which the related
Commitment Period terminated prior to the commencement of the related Collection Period, pursuant to
Section 4.2(a)(i) hereof, in an aggregate amount calculated as the sum of the amounts equal to, with
respect to each such Variable Base Certificate, the lesser of (1) the related Controlled
Amortization Amount and (2) the portion of the related Cumulative Controlled Amortization Amount not
already funded through one or more distributions, in respect of such Variable Base Certificate
following the end of such Commitment Period and prior to such current Distribution Date,
Discretionary Prepayments and Commitment Termination Payments.

"Controlled Amortization Amount" means, for any Variable Base
Certificate and any Distribution Date, either (a) if the Controlled Amortization Period commences on
or prior to August 1, 2003, or the Commitment Period for such Variable Base Certificate (giving
effect to any extension thereto) terminates on or prior to July 31, 2003, 1/6th of the
portion of the VBC Principal Balance allocable thereto as of the close of the last day of the last
Collection Period that commenced during the Commitment Period for such Variable Base Certificate, or
(b) if the Controlled Amortization Period for such Variable Base Certificate commences on August 1,
2003, or the Commitment Period for such Variable Base Certificate (giving effect to any extension
thereto) terminates on July 31, 2003, 1/12th of the portion of the VBC Principal Balance
allocable thereto as of the close of the last day of the last Collection Period that commenced
during the Commitment Period for such Variable Base Certificate.  

"Controlled Amortization Date" means, November 1, 2002,
unless the Commitment Period for any Variable Base Certificate is reextended, in which case it means
the first day of the calendar month following the last calendar month that commences during the
related reextended Commitment Period.

"Controlled Amortization Period" means, unless an Early
Amortization Period shall have commenced prior to such date, the period scheduled to begin on
November 1, 2002 (or, if the Revolving Period is reextended, the day following the last day of the
reextended Revolving Period or August 1, 2003 if such reextension is through the end of the Series
1999-1 Revolving Period), and ending upon the earliest of (a) the occurrence of an Early
Amortization Event, (b) the date on which the VBC Principal Balance shall have been reduced to zero
and (c) the Distribution Date in May 2003, or, if the Revolving Period is reextended, the
Distribution Date in the sixth calendar month following the last day of such reextended Revolving
Period, or, if reextended through the end of Series 1999-1 Revolving Period, the Distribution Date
in August 2004.  

"Cumulative Controlled Amortization Amount" means, for any
Variable Base Certificate and any Distribution Date, the sum of the Controlled Amortization Amounts
due with respect to such Variable Base Certificate on each Distribution Date to and including such
Distribution Date. 

"Default Amount" means, (i) with respect to any Allocation Day
during a Collection Period, the aggregate amount of Receivables recognized by the Servicer as
becoming Defaulted Receivables since the beginning of the preceding Allocation Day but prior to the
beginning of the current Allocation Day, and (ii) with respect to any Distribution Date or
Collection Period, an amount equal to the aggregate of the Default Amounts recognized by the
Servicer on each Allocation Day during the related (or, as applicable, such) Collection Period.

"Default Rate" with respect to any Collection Period, means the
annualized percentage equivalent of a fraction, the numerator of which is the Default Amount for
such month and the denominator of which is the Pool Balance as of the first day of such month.

"Delinquency Rate" with respect to any Collection Period, means
the percentage equivalent of a fraction, the numerator of which is the aggregate of the balances of
Eligible Receivables that are 60 or more days Contractually Delinquent as of the last day of such
month, and the denominator of which is the Pool Balance as of the last day of such month.

"Depositor" means Gottschalks Credit Receivables Corporation,
and its successors in interest to the extent permitted hereunder.

"Discretionary Prepayment" means, with respect to any
Distribution Date or other Business Day specified in the applicable Notice of Discretionary
Prepayment as of the date of distribution thereof, the distribution of funds available for such a
Discretionary Prepayment, pursuant to the applicable provisions of Section 4.2 or Section 6.1(c)
hereof as a payment of principal to the VBC Holders, in the aggregate amount specified in such
notice.

"Discretionary Prepayment Account" shall have the meaning
specified in Section 6.1(f) hereof.  Deposits into and withdrawals from the Discretionary Prepayment
Account shall be made in accordance with the provisions of Section 6.1(f) hereof.  

"Distribution Date" means the fifteenth day of each month (or,
if such day is not a Business Day, the next succeeding Business Day).

"Downgrade Period" means the period from and after the date as
of which the Rating Agency shall have reduced its rating of the Variable Base Certificates to below
A- or withdrawn its rating thereof, to the date on which the Rating Agency shall maintain a rating
of the Variable Base Certificates of A- or above.

"Draw Account" means the account created and maintained as such
by the Trustee pursuant to Section 6.1(d) hereof.

"Draw Date" means the date upon which any Increase is to be
funded as specified in the related Request for Increase delivered pursuant to Section 6.1, which
date (except for the initial Draw Date, which was November 17, 2000) must be (i) the fifteenth day
of a calendar month (or if such fifteenth day is not a Business Day, the next succeeding Business
Day), or (ii) the last Business Day of a calendar month, and in any case must occur during a
Commitment Period.

"Drawing Fee" means the $2,000 fee payable pro rata to the
Certificate Administrator and each VBC Holder, other than Tice & Co., on the Draw Date in
connection with any Increase in the VBC Invested Amount made pursuant to Section 6.1(b) hereof.

"Early Amortization Event" means any Early Amortization Event
specified in Section 9.01 of the Agreement, together with any additional Early Amortization Event
specified in Section 7.1 hereof.

"Early Amortization Period" means the period following the
occurrence of an Early Amortization Event.

"Eligible Past Due Receivables" means any Receivable that is 120
or more days Contractually Delinquent but has not been classified as a Defaulted Receivable such
that, but for the operation of clause (h) of the definition of "Eligible Receivables," it
would be classified as an "Eligible Receivable."

"Excess Spread" with respect to any Distribution Date or related
Collection Period means the annualized percentage equivalent of a fraction, (a) the numerator of
which is Investor Finance Charge Collections allocated during the related (or, as applicable, such)
Collection Period less (i) the amount of accrued Monthly Servicing Fees for such Collection Period,
(ii) interest, Commitment Fees and Breakage Fees accrued during the related Collection Period and
(iii) the sum of the Investor Default Amounts allocated during the related Collection Period, and
(b) the denominator of which is the average for the related Collection Period of the Adjusted
Invested Amount applicable for the allocation of Series Principal Collections to Series 2000-1 for
each day during the related Collection Period.

"Exchangeable Amount" means, as of any date of determination,
the Exchangeable Holder's Interest as of such date of determination.

"Exchangeable Component" shall mean, as of any time of
determination, in the case of the Retained Amount Account, the amount set forth as of such time on
the ledger maintained by the Servicer in accordance with Section 6.1(g)(ii) hereof as representing
the net balance of deposits made to the Retained Amount Account pursuant to Section 6.1(g)(iii)(A)
hereof less amounts withdrawn therefrom in accordance with Section 6.1(g)(iii)(B).

"Exchangeable Holder's Interest" means as of any date of
determination, for purposes of making allocations of Series Finance Charge Collections, Series
Principal Collections or Series Default Amounts, the difference (but not less than zero) of the
Series Pool Balance minus the Adjusted Invested Amount applicable on such date for the allocation of
Series Principal Collections.

"Exchangeable Holder's Percentage" as of any date of
determination and with respect to the allocation of Series Finance Change Collections, Series
Principal Collections or Series Default amounts, as the case maybe, means 100% minus the VBC
Allocation Percentage applicable to the allocation of Series Finance Change Collections, Series
Principal Collections or Series Default amounts, as the case maybe, as of such date.

"Expected Final Distribution Date" means the May, 2003
Distribution Date, except that if the Commitment Period for any Variable Base Certificate is
reextended, then for such Variable Base Certificate, the Distribution Date in the month following
the last Collection Period of the related reextended Controlled Amortization Period.

"Gottschalks" means Gottschalks Inc., a Delaware
corporation.

"Increase" means any increase (or, as the context may require,
the amount of any increase) in the VBC Invested Amount and VBC Principal Balance pursuant to Section
6.1(b) hereof.

"Index Rate" means, for any Interest Period, LIBOR calculated as
described herein; provided that if LIBOR cannot be calculated as described herein on the related
LIBOR Determination Date, then for such Interest Period, the Index Rate shall be the Base Rate.

"Initial VBC Invested Amount" means $8,000,000, which was the
aggregate amount of the advances made by VBC Holders on November 16, 2000.

"Interest Period" means, with respect to any Distribution Date,
the period from and including each Distribution Date (or, in the case of the first Interest Period,
the Closing Date) to but excluding the next following Distribution Date. 

"Investor Component" shall mean, as of any time of
determination, the amount set forth as of such time on the ledger maintained by the Servicer in
accordance with Section 6.1(g)(ii) hereof as representing the net balance of deposits made to the
Retained Amount Account pursuant to Sections 4.1(d)(i)(F) and 4.1(d)(ii)(F) hereof less amounts
withdrawn therefrom in accordance with Section 6.1(g)(iii)(B).

"Investor Default Amount" means, with respect to any day during
a Collection Period, the product of (i) the Series Default Amount for such day and (ii) the VBC
Allocation Percentage applicable to the allocation of Series Default Amounts on such day.

"Investor Default Holdback Amount" means, with respect to (a)
any Collection Period (other than the initial Collection Period), the greater of (A) the Investor
Default Amount which the Servicer reasonably anticipates for such Collection Period or (B) the
average of the Investor Default Amounts for each of the twelve consecutive Collection Periods
preceding such Collection Period (or, for the initial twelve Collection Periods, for as many
Collection Periods as have occurred since the Closing Date), and (b) the initial Collection Period,
will be $50,000.

"Investor Finance Charge Collections" means, with respect to any
day during a Collection Period, the sum of (1) the product of (i) the Series Finance Charge
Collections for such day and (ii) the VBC Allocation Percentage applicable to the allocation of
Series Finance Charge Collections on such day and (2) the earnings (net of losses and investment
expenses) on funds deposited in the Retained Amount Account on such day.

"Investor Investment Proceeds" means, with respect to any
Distribution Date, the product of (i) the Series 2000-1 Allocation Percentage applicable to the
allocation of Finance Charge Collections as of the related Determination Date and (ii) the amount of
interest and other investment earnings (net of losses and investment expenses) on funds held in the
Collection Account credited to the Collection Account as of such Determination Date pursuant to
Section 4.02 of the Agreement (to the extent that the Depositor has directed the Trustee to retain
such amounts rather than releasing them to the Depositor as permitted by Section 4.02 of the
Agreement).

"Investor Principal Collections" means, with respect to any day
during a Collection Period, the product of (i) the Series Principal Collections for such day and
(ii) the VBC Allocation Percentage applicable to the allocation of Series Principal Collections on
such day.

"LIBOR" means, with respect to any Interest Period, the rate
specified as such on the Telerate Page 3750, as of 11:00 a.m. (London time) on the related LIBOR
Determination Date, for one-month deposits in United States dollars, as quoted by Bloomberg
Financial Commodities News Service; provided, however, that if on such LIBOR Determination Date such
quotation does not appear on the Telerate Page 3750, LIBOR for such Interest Period will be either
(a) the arithmetic mean of the rates, as requested by the Trustee, at which one-month deposits in
United States dollars are offered by the principal London office of each of the LIBOR Reference
Banks at approximately 11:00 a.m. (London time) on such LIBOR Determination Date to prime banks in
the London interbank market and in a principal amount of not less than $10,000,000 that is
representative for a single transaction in such market at such time, if at least two such quotations
are provided, or (b) if fewer than two quotations are provided as described in the preceding clause
(a), the arithmetic mean of the rates, as requested by the Trustee, quoted by three major banks in
New York City, selected by the Trustee, at approximately 11:00 a.m., New York City time, on such
LIBOR Determination Date, for one-month loans in United States dollars to leading European banks and
in a principal amount of not less than $10,000,000 that is representative for a single transaction
in such market at such time; provided, however, that if fewer than two such banks selected by the
Trustee are providing such quotations, LIBOR will be deemed to not be calculable on such LIBOR
Determination Date.  Any arithmetic mean calculated for purposes of determining LIBOR will be
rounded, if necessary, to the nearest eighth decimal place.  All such determinations will be final
and not subject to challenge, absent manifest error.

"LIBOR Business Day" means any day on which banks in both
London, England and New York, New York are open for business.

"LIBOR Determination Date" means, for any Interest Period, the
second LIBOR Business Day preceding the first day of such Interest Period.

"LIBOR Reference Banks" means, initially, Barclays Bank PLC, The
Chase Manhattan Bank, Citibank, N.A. and National Westminster Bank PLC.  Each Reference Bank must be
a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency
market and must have an established place of business in London.  If any such bank fails to meet the
qualifications of a Reference Bank, the Trustee will designate (by written notice to the Servicer
and the Holders of the Variable Base Certificates) one or more alternative Reference Banks meeting
the foregoing criteria.

"Monthly Payment Rate" means, with respect to any Collection
Period, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of
all Collections in respect of Eligible Receivables received during such month, and the denominator
of which is the Pool Balance as of the first day of such month.

"Monthly Servicing Fee" means, with respect to any Distribution
Date, an amount equal to the product of one-twelfth of 3.00% per annum and the average daily VBC
Invested Amount during the related Collection Period.

"Notice of Discretionary Prepayment" has the meaning assigned in
Section 6.1. 

"Officer's Certificate" means a certificate signed by an
Authorized Officer of the Depositor or the Servicer, as the case may be.

"Optional Purchase Price" means, with respect to any
Distribution Date, after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (a) the VBC Invested Amount on such Distribution Date, plus (b)
accrued and unpaid VBC Monthly Interest (including any Carryover Interest) and any accrued and
unpaid Commitment Fees and Breakage Fees (including any Carryover Commitment, Breakage and
Administrative Fees).

"Portfolio Yield" means, with respect to any Collection Period,
the annualized percentage equivalent of a fraction (a) the numerator of which is Series Finance
Charge Collections for such Collection Period less Series Default Amounts for such Collection Period
and (b) the denominator of which is the average of the Series Pool Balance as of the open of
business on each day during such Collection Period.

"Prime Rate" means, with respect to any Interest Period, the
rate on the applicable Prime Rate Determination Date published in H.15(519) under the heading
"Bank Prime Loan."  The following procedures will be followed if the Prime Rate cannot be
determined as described above:

(i)If the rate referred to above is not so published by 3:00 p.m., New York
City time, on the applicable Prime Rate Determination Date, the Prime Rate for the applicable Prime
Rate Determination Date will be the rate on the applicable Prime Rate Determination Date published
in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying
the applicable rate under the caption "Bank Prime Loan."

(ii) If the rate referred to in clause (i) above is not so published by 3:00
p.m., New York City time, on the applicable Prime Rate Determination Date, the Prime Rate for the
applicable Prime Rate Determination date will be the rate calculated by the Trustee as the
arithmetic mean of the rates of interest publicly announced by the banks that appear on the Reuters
Screen US PRIME 1 Page as the particular bank's prime rate or base lending rate as of 11:00 a.m.,
New York City time, on the applicable Prime Rate Determination Date, so long as at least four rates
appear on the page.

(iii)If fewer than the four rates described in clause (ii) above appear in
Reuters Screen US PRIME 1 by 3:00 p.m., New York City time, on the applicable Prime Rate
Determination Date, the Prime Rate for the applicable Prime Rate Determination Date will be the rate
calculated by the Trustee as the arithmetic mean of the prime rates or base lending rates quoted on
the basis of the actual number of days in the year divided by a 360-day year as of the close of
business on the applicable Prime Rate Determination Date by three major banks, which may include the
Trustee and its affiliates, in the City of New York selected by the Trustee.

(iv)If the banks selected by the Trustee are not quoting as described in
clause (iii) above, the Prime Rate for the applicable Prime Rate Determination Date will be the
Prime Rate in effect on the preceding Prime Rate Determination Date.

"Prime Rate Business Day" means any day on which banks in New York,
New York are open for business.

"Prime Rate Determination Date" means for any Interest Period,
the second Prime Rate Business Day preceding the first day of such Interest Period.

"Rating Agency" means Fitch, Inc. or its successors.

"Related Collection Period" means, with respect to (a) any
Distribution Date or Determination Date, the immediately preceding Collection Period and (b) any
Allocation Day, the Collection Period during which such Allocation Day occurs.

"Related Distribution Date" means, with respect to any
Collection Period or Determination Date or Allocation Day, the Distribution Date following, as
applicable, such Collection Period or Determination Date or the calendar month in which such
Allocation Day occurs.

"Request for Increase" means the notice to be delivered to the
Trustee and each VBC Holder in connection with any Increase pursuant to Section 6.1 hereof,
substantially in the form attached as Exhibit E hereto.

"Required Exchangeable Certificate Amount" for Series 2000-1
means, for any date of determination, the product of (i) the Adjusted Invested Amount as of such
date of determination and the greater of (A) 7.00% and (B) the percentage equivalent of a
fraction:

(1)  the numerator of which is the net amount of charge account refunds or return
credits that were given to account holders by Gottschalks during the Anniversary Month; and 

(2)  the denominator of which is the aggregate amount of net sales credited to
Charge Accounts and recognized by Gottschalks during such Anniversary Month.

"Required Series Pool Balance" means the Adjusted Invested
Amount for purposes of allocating Series Principal Collections on the relevant Allocation Day.

"Retained Amount Account" shall have the meaning specified in Section 6.1(g)(i)
hereof.  Deposits into and withdrawals from the Retained Amount Account shall be made in accordance
with the provisions of Sections 4.1(d)(i)(F), 4.1(d)(ii)(G) and 6.1(g)(iii) hereof.

"Retained Exchangeable Amount" means on any Business Day the aggregate of the
amounts deposited into the Retained Amount Account in accordance with Section 6.1(g)(iii)(2) that
represent the extent to which the Required Exchangeable Certificate Amount has exceeded the sum of
the Exchangeable Holder's Interest, the aggregate amount of Eligible Past Due Receivables and
Retained Exchangeable Amounts then on deposit in the Retained Amount Account, if any.

"Reuters Screen US PRIME 1 Page" means the display designated as
the "US PRIME 1" page on the Reuters monitor Money Rates Service or such other page as may
replace the US PRIME 1 page on that service or any successor service for the purpose of displaying
prime rates or base lending rates of major United States banks.

"Revolving Period" means the period commencing on the Closing
Date and ending on October 31, 2002, unless terminated sooner by the occurrence of an Early
Amortization Event or reextended to not later than the last day of the Series 1999-1 Revolving
Period in connection with the reextension of any Commitment Period by mutual consent of one or more
VBC Holders and the Depositor pursuant to Section 6.2 hereof.  

"Series 1999-1 Certificates" means the Series 1999-1
Fixed Base Certificates and the Series 1999-1 Subordinated Certificates issued pursuant to the
Series 1999-1 Supplement.

"Series 1999-1 Closing Date" means March 1, 1999.

"Series 1999-1 Fixed Base Certificates" means the 7.664% Fixed
Base Credit Card Certificates, Series 1999-1 issued pursuant to the Series 1999-1 Supplement.

"Series 1999-1 Revolving Period" means the period that commenced
on the Series 1999-1 Closing Date and will end on the earlier of (i) the last day of the Collection
Period relating to the Distribution Date in August 2003 and (ii) the close of business on the
Business Day immediately preceding the day on which an Early Amortization Period (as such term is
defined in the Series 1999-1 Supplement) commences.

"Series 1999-1 Subordinated Certificates" means the Subordinated
Certificates, Series 1999-1 issued pursuant to the Series 1999-1 Supplement.

"Series 1999-1 Supplement" means the Series 1999-1 Supplement to
the Pooling and Servicing Agreement dated as of March 1, 1999, as the same may from time to time be
amended or modified in accordance with the Agreement.

"Series 2000-1" means the Series comprised of the Variable Base
Certificates created pursuant to this Series Supplement.

"Series 2000-1 Allocation Percentage" shall mean the Series
Allocation Percentage for Series 2000-1 as calculated in accordance with the Agreement. 

"Series 2000-1 Maximum Invested Amount" means $20,000,000.

"Series Default Amount" means, for each Allocation Day, an
amount equal to the product of (a) the amount of the Default Amounts recognized on such Allocation
Day but prior to the beginning of the current Allocation Day and (b) the Series 2000-1 Allocation
Percentage applicable to the allocation of Default Amounts as of such Allocation Day.

"Series Finance Charge Collections" means, for each Allocation
Day, an amount equal to the product of (a) the amount of the Finance Charge Collections received
since the beginning of the preceding Allocation Day but prior to the beginning of the current
Allocation Day and (b) the Series 2000-1 Allocation Percentage applicable to the allocation of
Finance Charge Collections as of such Allocation Day.

"Series Issuance Date" means the Closing Date.

"Series Pool Balance" means, as of any date of determination,
the product of (a) the Pool Balance as of such date and (b) the Series 2000-1 Allocation Percentage
applicable to the allocation of Principal Collections as of such date.

"Series Principal Collections" means, for each Allocation Day,
an amount equal to the product of (a) the amount of the Principal Collections received since the
beginning of the preceding Allocation Day but prior to the beginning of the current Allocation Day
and (b) the Series 2000-1 Allocation Percentage applicable to the allocation of Series Principal
Collections as of such Allocation Day.

"Series Termination Date" means the Distribution Date in
September 2006.

"Servicing Fee Rate" means 3.0% per annum.

"Standby Servicer" means Bankers Trust Company or such other
party as may be appointed by the Trustee to stand ready to act as a Successor Servicer in the event
that Gottschalks is removed as Servicer.

"Variable Base Certificates" shall have the meaning specified in
Section 1.1 hereof. 

"VBC Allocation Percentage" means, as of any date of
determination, the percentage determined as follows:

(i)With respect to Series Finance Charge Collections:

(a)if no Early Amortization Event has occurred, the percentage equivalent of
(1) the sum of the VBC Invested Amount, plus 10.50% of the VBC Invested Amount, plus the VBC
Notional Amount as of such date, divided by (2) the Series Pool Balance as of such date; and 

(b)if an Early Amortization event has occurred, the percentage equivalent of
(1) the sum of the VBC Invested Amount, plus 10.50% of the VBC Invested Amount as of the date on
which such Early Amortization Event occurs, divided by (2) the Series Pool Balance as of the date on
which such Early Amortization Event occurs; and

(ii)With respect to Series Default Amounts, the percentage equivalent of (1)
the sum of the VBC Invested Amount, plus 10.50% of the VBC Invested Amount as of such date, divided
by (2) the Series Pool Balance as of such date; and

(iii)With respect to Series Principal Collections:

(a)if no Early Amortization Event has occurred, on each date on or prior to
the last day of the last Collection Period that commences during a period that is a Commitment
Period for all outstanding Variable Base Certificates, the percentage equivalent of (1) the sum of
the VBC Invested Amount, plus 10.50% of the VBC Invested Amount as of such date, divided by (2) the
Series Pool Balance as of such date; 

(b)if no Early Amortization Event has occurred, on each date during a
Collection Period that commences during a period that is a Commitment Period for some, but not all,
outstanding Variable Base Certificates (giving effect to any extensions), the percentage equivalent
of (1) the sum of (A) the sum of the portions of the VBC Invested Amount allocable to each non-
extended Variable Base Certificate as of the close of the last day of the last Collection Period
that commenced during the related Commitment Period, plus (B) the sum of the portions of the VBC
Invested Amount on such current date allocable to each extended Variable Base Certificate as of such
date, plus (C) 10.50% of the VBC Invested Amount as of such date, divided by (2) the Series Pool
Balance as of such date; 

(c)if no Early Amortization Event has occurred, on each date during a
Collection Period that commences during a period that is not a Commitment Period for any Variable
Base Certificates (giving effect to any extensions), the percentage equivalent of (1) the sum of (A)
the sum of the portions of the VBC Invested Amount allocable to each outstanding Variable Base
Certificate as of the close of the last day of the last Collection Period that commenced during the
related Commitment Period, plus (B) 10.50% of the VBC Invested Amount as of the close of the last
day of the last Collection Period that commenced during the last Commitment Period to expire,
divided by (2) the Series Pool Balance as of the close of the last day of the last Collection Period
that commenced during the last Commitment Period to expire; and

(d)if an Early Amortization Event has occurred, then on each date thereafter,
the percentage equivalent of (1) the sum of (A) the VBC Invested Amount as the day on which such
Early Amortization Event occurs, plus (B) 10.50% of the VBC Invested Amount as of the day on which
such Early Amortization Event occurs, divided by (2) the Series Pool Balance as of the day on which
such Early Amortization Event occurs.

"VBC Holder" means, with respect to any Variable Base
Certificate on any date, the Person in whose name such Variable Base Certificate is registered on
such date.

"VBC Interest Rate" means, for any Interest Period, the greater
of (i) the Index Rate plus 2.75% per annum and (ii) 5.00%, plus, for any Interest Period commencing
during any Downgrade Period, an additional 0.50% per annum.

"VBC Invested Amount" means, as of any date of determination, an
amount equal to (i) the Initial VBC Invested Amount, minus (ii) the amount of principal payments
made to the VBC Holders in respect of the VBC Invested Amount prior to such date of determination,
minus (iii) the aggregate amount of VBC Investor Charge-Offs previously allocated and not reimbursed
prior to such date of determination, plus (iv) any Increases in the VBC Invested Amount pursuant to
Section 6.1(b) hereof made prior to such date of determination.  

"VBC Investor Charge-Off" shall have the meaning specified in
Section 4.4 hereof.

"VBC Monthly Interest" shall have the meaning specified in
Section 4.3 hereof.

"VBC Notional Amount" means, as of any date of determination, an
amount equal to (i) the product of (a) the Pool Balance, (b) the VBC Unfunded Amount and (c)
0.000006944 divided by (ii) the amount of Finance Charge Collections received on the preceding
Business Day.

"VBC Principal Balance" means, as of any date of determination,
an amount equal to (i) the Initial VBC Invested Amount, minus, (ii) the amount of principal payments
made to the VBC Holders in respect of the VBC Invested Amount prior to such date of determination,
plus (iii) any Increases in the VBC Invested Amount pursuant to Section 6.1(b) hereof made prior to
such date of determination. 

"VBC Unfunded Amount" means, as of any date of determination
during the period when any Variable Base Certificates are in their Commitment Periods, the excess of
(i) $20,000,000 less the portion of the VBC Invested Amount attributable to Variable Base
Certificates whose Commitment Periods have terminated over (ii) the VBC Invested Amount as of such
date of determination less the portion thereof allocable to Variable Base Certificates whose
Commitment Periods have terminated.  As of any date of determination after the Commitment Periods
for all Variable Base Certificates have terminated, the "VBC Unfunded Amount" will be
zero.

(b)  Notwithstanding anything to the contrary in this Series Supplement or the
Agreement, the term "Rating Agency" means, whenever used in this Series Supplement or the
Agreement with respect to the Variable Base Certificates, Fitch, Inc.

(c)  All capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Agreement.  The definitions in this Section 2.1 are applicable to
the singular as well as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.

(d)  The words "hereof", "herein" and "hereunder"
and words of similar import when used in this Series Supplement shall refer to this Series
Supplement as a whole and not to any particular provision of this Series Supplement; references to
any Article, Section or Exhibit are references to Articles, Sections and Exhibits in or to this
Series Supplement unless otherwise specified; and the term "including" means
"including without limitation".

(e)  References herein to "Collections received" shall be deemed to
include Collections received and processed as to principal and finance charges and shall not include
unprocessed Collections (i.e., Collections which have been received but for which the Servicer in
the ordinary course of its business has not yet identified in its computer records the principal and
finance charge components).




	



Servicing Fee




	Servicing
Compensation. The Monthly Servicing Fee shall be payable to the Servicer, in arrears, on
each Distribution Date until the earlier of the first Distribution Date following the Series
Termination Date and the first Distribution Date following the termination of the Revolving Period
on which the VBC Principal Balance is reduced to zero.  In no event shall the Trust, the Trustee or
the VBC Holders be liable for any other servicing fee.  The Monthly Servicing Fee shall be payable
to the Servicer solely to the extent amounts are available for distribution in accordance with the
terms of this Series Supplement pursuant to the priorities set forth in Section 4
hereof.


	



Rights of
Certificateholders and

Allocation and Application of Collections




	Allocations.



	General.  On each
Allocation Day, Finance Charge Collections, Principal Collections and Default Amounts will be
allocated as between outstanding Series as set forth in the Pooling and Servicing Agreement.  Series
Finance Charge Collections, Series Principal Collections and Series Default Amounts shall be
allocated as between the Variable Base Certificates and the Exchangeable Certificate on each
Allocation Day, and shall be distributed as set forth in this Article IV.


	Daily Distribution of Collections to the Holder of the
Exchangeable Certificate.  At the beginning of each Allocation Day, the Servicer shall
direct the Trustee in writing to withdraw from the Collection Account and distribute to the holder
of the Exchangeable Certificate (i) an amount equal to the product of (A) the Exchangeable Holder's
Percentage applicable to the allocation of Series Finance Charge Collection on such day and (B) the
amount of Finance Charge Collections allocated as Series Finance Charge Collections for such
Allocation Day, and (ii) an amount equal to the product of (A) the Exchangeable Holder's Percentage
applicable to the allocation of Series Principal Collections on such day and (B) the amount of
Principal Collections allocated as Series Principal Collections for such Allocation Day.  In
addition, at the beginning of each Allocation Day, the Servicer shall allocate to the Holder of the
Exchangeable Certificate an amount equal to the product of (A) the Exchangeable Holder's Percentage
applicable to the allocation of Series Default Amounts on such day and (B) the amount of Default
Amounts allocated as Series Default Amounts for such Allocation Day.  


	Allocation of Series
Finance Charge Collections.  On each Allocation Day during a Collection Period, the
Servicer will allocate Series Finance Charge Collections to the Variable Base Certificates based on
the applicable VBC Allocation Percentage.  On each Allocation Day the Servicer will allocate
Investor Finance Charge Collections in the following amounts and in the following priorities (in
each case until the referenced amounts have been so allocated during the related Collection Period):


(i)an amount equal to the Monthly Servicing Fee for such Collection Period
(based on the assumption as of such day that no reduction of the VBC Invested Amount will occur
prior to the last day of such Collection Period and that any Increase that the Servicer has notified
the Trustee may be requested on a Business Day later in such Collection Period will in fact be made
on such Business Day), plus an amount equal to the amount of any previously accrued and unpaid
Monthly Servicing Fee;

(ii)an amount equal to the sum of VBC Monthly Interest, Commitment Fees ,
Breakage Fees and Administrative Fees that will accrue during the related Interest Period (based on
the assumption as of such day that no reduction of the VBC Invested Amount will occur prior to the
last day of such Interest Period), plus an amount equal to the amount of any Carryover Interest and
Carryover Commitment, Breakage and Administrative Fees;

(iii)an amount equal to the Investor Default Holdback Amount for the Related
Collection Period;

(iv)an amount equal to all unreimbursed VBC Investor Charge-Offs previously
allocated to the Variable Base Certificates;

(v)an amount equal to the amount required to reimburse the Trustee for
extraordinary expenses reasonably incurred by it in the performance of its duties, to the extent
such expenses are reasonably allocated to Series 2000-1 and notified by written notice delivered to
the Servicer prior to such Collection Period, setting forth in reasonable detail the amount and
nature of such expenses; 

(vi)for deposit into the Capitalized Interest Account in accordance with the
provisions of Section 6.1(e) hereof, an amount equal to the amount specified in a notice delivered
by the Servicer to the Trustee in anticipation of an Increase;

(vii)for deposit into the Discretionary Prepayment Account in accordance with
the provisions of Section 6.1(f) hereof, an amount equal to the amount of any Discretionary
Prepayment to be made on any date after such Allocation Date as specified in a Notice of
Discretionary Prepayment delivered to the Trustee and each VBC Holder; and

(viii)the balance shall be released on such date to the Depositor for
application in accordance with the Receivables Purchase Agreement.


	Allocation of Series Principal
Collections.  On each Allocation Day during a Collection Period, the Servicer will
allocate Series Principal Collections to the Variable Base Certificates based on the applicable VBC
Allocation Percentage.  On each Allocation Day the Servicer will allocate Investor Principal
Collections in the following amounts and in the following priorities (in each case until the
referenced amounts have been so allocated during the related Collection Period):

(i)Revolving Period:  At the beginning of each Allocation Day during
the Revolving Period, the Servicer will allocate Investor Principal Collections in the following
amounts and in the following priorities (in each case until the referenced amounts have been so
allocated during the related Collection Period): 

(A)an amount equal to the amount of all unreimbursed VBC Investor Charge-Offs
(to the extent not funded from Investor Finance Charge Collections as  set forth above);

(B)an amount equal to the aggregate amount of Investor Default Amounts
allocated to the Variable Base Certificates during the Related Collection Period and prior to such
Allocation Day (to the extent such amount exceeds the Investor Default Holdback Amount for such
Collection Period, or the portion thereof funded from Investor Finance Charge Collections as set
forth above, and amounts available to be withdrawn from the Investor Component of the Retained
Amount Account);

(C)an amount equal to the Commitment Termination Payment for the related
Distribution Date (calculated based on the assumption as of such day that no reduction in the
portion of the VBC Principal Balance allocated to the Variable Base Certificates in respect of which
such payment will be made will occur prior to the last day of such Collection Period other than as a
result of Discretionary Prepayments occurring prior to such last day as to which Servicer has
already delivered a Notice of Discretionary Prepayment, which Discretionary Prepayments will be
included in such calculation), which amount shall be paid as a payment of principal on the related
Distribution Date on a pro rata basis to each VBC Holder as to which the related Commitment Period
terminated prior to the commencement of the Related Collection Period; 

(D)for deposit into the Capitalized Interest Account in accordance with the
provisions of Section 6.1(e) hereof, an amount equal to the amount specified in a notice delivered
by the Servicer to the Trustee in anticipation of an Increase (to the extent not funded from
Investor Finance Charge Collections as described above);

(E)for deposit into the Discretionary Prepayment Account in accordance with
the provisions of Section 6.1(f) hereof, an amount equal to the amount of any Discretionary
Prepayment to be made on any date after such Allocation Date as specified in a Notice of
Discretionary Prepayment delivered to the Trustee and each VBC Holder (to the extent not funded from
Investor Finance Charge Collections as described above); 

(F)for deposit into the Retained Amount Account an
amount equal to the amount required to be deposited into the Retained Amount Account on such date
pursuant to Section 6.1(g)(iii)(A); and

(G)the balance shall be paid on such date to the Depositor for application in
accordance with the Receivables Purchase Agreement.

(ii)Controlled Amortization Period:  At the beginning of each
Allocation Day during the Controlled Amortization Period, the Servicer will allocate Investor
Principal Collections in the following amounts and in the following priorities (in each case until
the referenced amounts have been so allocated during the related Collection Period):  

(A)the sum of an amount, for each Variable Base Certificate, equal to the
lesser of (a) the related Controlled Amortization Amount and (b) the portion of the related
Cumulative Controlled Amortization Amount not already funded through one or more distributions of
Controlled Amortization Amounts or Discretionary Prepayments following the end of the related
Commitment Period and prior to such current Allocation Date;

(B)an amount equal to the amount of any remaining unreimbursed VBC Investor
Charge-Offs (to the extent not funded from Investor Finance Charge Collections as set forth
above);

(C)an amount equal to the aggregate amount of the Investor Default Amounts
allocated to the Variable Base Certificates during the Related Collection Period prior to such
Allocation Date (to the extent such amount exceeds the Investor Default Holdback Amount, or the
portion thereof previously funded from Investor Finance Charge Collections as set forth above, and
amounts available to be withdrawn from the Investor Component of the Retained Amount Account);

(D)for deposit into the Capitalized Interest Account in accordance with the
provisions of Section 6.1(e) hereof, an amount equal to the amount specified in a notice delivered
by the Servicer to the Trustee in anticipation of an Increase (to the extent not funded from
Investor Finance Charge Collections as set forth above);

(E)for deposit into the Discretionary Prepayment Account in accordance with
the provisions of Section 6.1(f) hereof, an amount equal to the amount of any Discretionary
Prepayment to be made on any date after such Allocation Date as specified in a Notice of
Discretionary Prepayment delivered to the Trustee and each VBC Holder (to the extent not funded from
Investor Finance Charge Collections as set forth above);

(F)for deposit into the Retained Amount Account an amount equal to the amount
required to be deposited into the Retained Amount Account on such date pursuant to Section
6.1(g)(iii)(A); and

(G)the balance shall be paid on such date to the Depositor for application in
accordance with the Receivables Purchase Agreement.

(iii)Early Amortization Period:  At the beginning of each Allocation
Day during the Early Amortization Period, the Servicer will allocate Investor Principal Collections
in the following amounts and in the following priorities (in each case until the referenced amounts
have been so allocated during the related Collection Period):

(A)an amount equal to the VBC Principal Balance until the VBC Principal
Balance has been reduced to zero; and

(B)the balance to the Depositor for application in accordance with the
Receivables Purchase Agreement.


	Allocation of Series Default Amounts.  On
each Allocation Day during a Collection Period, the Servicer will allocate Series Default Amounts to
the Variable Base Certificates based on the applicable VBC Allocation Percentage.


	Application of Funds
Allocated to Fund the Investor Default Amounts.  On each Distribution Date the Servicer
shall direct the Trustee in writing to apply the Investor Default Holdback Amount, and Investor
Principal Collections allocated to fund Investor Default Amounts pursuant to Section 4.1(d)(i)(B) or
Section 4.1(d)(ii)(C), retained in the Collection Account during the Related Collection Period,
as Investor Principal Collections available for application in accordance with the priorities set
forth in Section 4.2.


	Distributions.

(a)On or before each Determination Date, the Servicer
shall provide written directions to the Trustee directing the Trustee to distribute to the VBC
Holders or to the Certificate Administrator (in case of the Commitment Fees and Administration Fees)
(or, in the case of the distribution of any Commitment Termination Payment pursuant to Section
4.2(a)(i) below, solely to those VBC Holders holding Variable Base Certificates as to which the
related Commitment Period terminated prior to the commencement of the related Collection Period) on
the following Distribution Date from amounts on deposit in the Collection Account (after payment of
the amounts allocated to fund the related Monthly Servicing Fee (and any accrued and unpaid Monthly
Servicing Fee for prior periods) as described in Section 4.1(c)(i)):
(i)if such Distribution Date relates to a Collection Period that commences
prior to the end of the Revolving Period and during which an Early Amortization Event did not occur,
in the following order: 










	from Investor Finance Charge Collections and, if those are insufficient,
Investor Principal Collections, an amount equal to the sum of the VBC Monthly Interest, Commitment
Fees, Breakage Fees, Administrative Fees, Carryover Interest and Carryover Commitment, Breakage and
Administrative Fees distributable on such Distribution Date;


	from remaining Investor Finance Charge Collections, the amount of Investor
Default Amounts allocated to the Variable Base Certificates during the Related Collection Period,
but not in excess of the aggregate amount, if any, of Discretionary Prepayments and Commitment
Termination Payments payable on such Distribution Date or deposits to be made into the Retained
Amount Account on such Distribution Date;


	from remaining Investor Finance Charge Collections, the amount of
unreimbursed Investor Charge-Offs for such Distribution Date, but not in excess of the aggregate
amount, if any, of Discretionary Prepayments and Commitment Termination Payments payable on such
Distribution Date or deposits to be made into the Retained Amount Account on such Distribution Date
(to the extent not funded from Investor Finance Charge Collections as set forth above); 


	from remaining Investor Finance Charge Collections, the amount of any
Commitment Termination Payment payable on such Distribution Date (to the extent not funded from
Investor Finance Charge Collections as set forth above);


	from remaining Investor Finance Charge Collections, the amount of any
Discretionary Prepayment payable on such Distribution Date (to the extent not funded from Investor
Finance Charge Collections as set forth above)


	from remaining Investor Principal Collections, the amount of unreimbursed
Investor Charge-Offs for such Distribution Date, but not in excess of the aggregate amount, if any,
of Discretionary Prepayments and Commitment Termination Payments payable on such Distribution Date
or amounts required to be deposited into the Retained Amount Account on such Distribution Date (to
the extent not funded from Investor Finance Charge Collections as set forth above);  


	from remaining Investor Principal Collections, the amount of Investor Default
Amounts allocated to the Variable Base Certificates during the Related Collection Period, but not in
excess of the aggregate amount, if any, of Discretionary Prepayments and Commitment Termination
Payments payable on such Distribution Date or amounts required to be deposited into the Retained
Amount Account on such Distribution Date (to the extent not funded from Investor Finance Charge
Collections and Investor Principal Collections as set forth above);

(H)from remaining Investor Principal Collections, the amount of any
Commitment Termination Payment payable on such Distribution Date (to the extent not funded from
Investor Finance Charge Collections and Investor Principal Collections as set forth above); and

(I)from remaining Investor Principal Collections, the amount of  any
Discretionary Prepayment payable on such Distribution Date (to the extent not funded from Investor
Finance Charge Collections and Investor Principal Collections as set forth above).












	if such Distribution Date relates to a Collection Period that commences
during the Controlled Amortization Period and during which an Early Amortization Event did not
occur, in the following order:




	from Investor Finance Charge Collections and, if those are insufficient,
Investor Principal Collections, an amount equal to the sum of the VBC Monthly Interest, Breakage
Fees, Administrative Fees, Carryover Interest and Carryover Commitment, Breakage and Administrative
Fees distributable on such Distribution Date;


	from remaining Investor Finance Charge Collections, the amount of Investor
Default Amounts allocated to the Variable Base Certificates during the Related Collection Period,
but not in excess of the aggregate amount, if any, of Discretionary Prepayments and Controlled
Amortization Amounts payable on such Distribution Date or amounts required to be deposited into the
Retained Amount Account on such Distribution Date;


	from remaining Investor Finance Charge Collections, the amount of
unreimbursed Investor Charge-Offs for such Distribution Date, but not in excess of the aggregate
amount, if any, of Discretionary Prepayments and Controlled Amortization Amounts payable on such
Distribution Date or amounts required to be deposited into the Retained Amount Account on such
Distribution Date (to the extent not funded from Investor Finance Charge Collections as set forth
above in this Section 4.2(a)(ii)); 


	from remaining Investor Finance Charge Collections, the amount of any
Controlled Amortization Amounts payable on such Distribution Date (to the extent not funded from
Investor Finance Charge Collections as set forth above in this Section 4.2(a)(ii));


	from remaining Investor Finance Charge Collections, the amount of any
Discretionary Prepayment payable on such Distribution Date (to the extent not funded from Investor
Finance Charge Collections as set forth above in this Section 4.2(a)(ii));


	from remaining Investor Principal Collections, the sum of the amounts equal
to, with respect to each Variable Base Certificate, the lesser of (a) the related Controlled
Amortization Amount for such Variable Base Certificate and (b) the portion of the related Cumulative
Controlled Amortization Amount that has not already been funded through one or more distributions of
Controlled Amortization Amounts or Discretionary Prepayments in respect of such Variable Base
Certificate made since the termination of the Revolving Period and prior to such Distribution
Date;


	from remaining Investor Principal Collections, the amount of unreimbursed
Investor Charge-Offs for such Distribution Date, but not in excess of the aggregate amount, if any,
of in Discretionary Prepayments and payments made in respect of Controlled Amortization Amounts or
Cumulative Controlled Amortization Amounts payable on such Distribution Date or amounts required to
be deposited into the Retained Amount Account on such Distribution Date (to the extent not funded
from Investor Finance Charge Collections and Investor Principal Collections as set forth above in
this Section 4.2(a)(ii));  


	from remaining Investor Principal Collections, the amount of Investor Default
Amounts allocated to the Variable Base Certificates during the Related Collection Period, but not in
excess of the aggregate amount, if any, of Discretionary Prepayments and payments made in respect of
Controlled Amortization Amounts or Cumulative Controlled Amortization Amounts payable on such
Distribution Date or amounts required to be deposited into the Retained Amount Account on such
Distribution Date (to the extent not funded from Investor Finance Charge Collections and Investor
Principal Collections as set forth above in this Section 4.2(a)(ii)); and 


	from remaining Investor Principal Collections, the amount of any
Discretionary Prepayment payable on such Distribution Date (to the extent not funded from Investor
Finance Charge Collections and Investor Principal Collections as set forth above in this Section
4.2(a)(ii))).




	if such Distribution Date relates to a Collection Period that commences after
the occurrence of an Early Amortization Event or during which an Early Amortization Event occurs, in
the following order:




	from Investor Finance Charge Collections and Investor Principal Collections,
an amount equal to the sum of the VBC Monthly Interest, Breakage Fees, Administrative Fees,
Carryover Interest and Carryover Commitment, Breakage and Administrative Fees distributable on such
Distribution Date;


	from Investor Finance Charge Collections and Investor Principal Collections,
an amount equal to the outstanding VBC Principal Balance on such Distribution Date.

(b)On or before each Determination Date, the Servicer
shall provide written directions to the Trustee directing the Trustee to distribute to the Servicer
on the following Distribution Date the related Monthly Servicing Fee and any accrued and unpaid
Monthly Servicing Fee for any prior Collection Period, to the extent amounts have been allocated
therefor and retained in the Collection Account and the Discretionary Prepayment Account during the
related Collection Period pursuant to Section 4.1(c)(i); provided, however, that so long as
Gottschalks is the Servicer, the Trustee shall first deduct from any amount payable to the Servicer
pursuant to this paragraph an amount equal to the sum of (i) any accrued but unpaid trustee's fees
owed to it pursuant to Section 11.05 of the Agreement and (ii) any accrued but unpaid fees of the
Standby Servicer, but in no event in excess of the amounts that have been allocated therefor and
retained in the Collection Account during the related Collection Period pursuant to Section
4.1(c)(i).  In addition, on each Allocation Day, the Trustee will be entitled to withdraw from
the Collection Account an amount equal to the amount, if any, allocated to fund extraordinary
expenses of the Trustee pursuant to Section 4.1(c)(v). 

(c)On each Distribution Date, the Servicer shall
provide written instructions to the Trustee directing the Trustee to distribute all amounts retained
in the Collection Account pursuant to Section 4.1 and Section 4.2 and not required for any other
purpose hereunder to the Depositor for application in accordance with the Receivables Purchase
Agreement. 

(d)Other Amounts.  The withdrawals to be made
from the Collection Account pursuant to this Section 4.2 do not apply to deposits into the
Collection Account that do not represent Collections or Adjustment Payments, which excluded deposits
(A) include proceeds from the sale, disposition or liquidation of Receivables or the Investor's
Interest pursuant to Section 2.03(b), Section 9.02 or Section 12.02 of the Agreement, (B)
exclude Transfer Deposit Amounts, to which this Section 4.2 does apply and (C) shall be
distributable pursuant to the priorities set forth in Article IX hereof.





	Determination of VBC Monthly Interest, Commitment Fees and Breakage Fees.
On each Determination Date, the Servicer will calculate the amount of interest that will have
accrued on the Variable Base Certificates during the related Interest Period ("VBC Monthly
Interest") by multiplying the outstanding VBC Principal Balance for each day during such
Interest Period (calculated based on the assumption as of such Determination Date that no increase
or reduction in the VBC Principal Balance will occur prior to the related Distribution Date other
than as a result of Discretionary Prepayments occurring prior to such Distribution Date and as to
which the Servicer has already delivered a Notice of Discretionary Prepayment, which Discretionary
Prepayment will be included in such calculation) by the applicable VBC Interest Rate and dividing
each such result by 360, and then summing the results.  On each Determination Date, the Servicer
will calculate the amount of Commitment Fees that will have accrued on the VBC Unfunded Amount
during the related Interest Period by multiplying the VBC Unfunded Amount on each day during the
related Interest Period (calculated based on the assumption as of such Determination Date that no
increase or reduction in the VBC Unfunded Amount will occur prior to the related Distribution Date
other than as a result of Discretionary Prepayments occurring prior to such Distribution Date as to
which the Servicer has already delivered a Notice of Discretionary Prepayment, which Discretionary
Prepayment will be included in such calculation) by 0.25% and dividing each such result by 365, and
then summing the results.  On each Determination Date, the Servicer will calculate the amount of
Breakage Fees that will have accrued during the related Interest Period based on the definition of
"Breakage Fee".  On each Determination Date, the Servicer will calculate the amount of
Carryover Interest that will have accrued during the related Interest Period based on the definition
of "Carryover Interest".  On each Determination Date, the Servicer will calculate the
amount of Carryover Commitment, Breakage and Administrative Fees that will have accrued during the
related Interest Period based on the definition of "Carryover Commitment, Breakage and
Administrative Fees".  


	VBC
Investor Charge-Offs.  On each Distribution Date, the Trustee will, in accordance with
the written directions of the Servicer, apply the Investor Default Holdback Amount and Investor
Principal Collections allocated pursuant to Section 4.1(d)(i)(B) or 4.1(d)(ii)(C), retained in the
Collection Account such the Related Collection Period, to fund any Investor Default Amount as set
forth in Section 4.1(f) and Section 4.2.  To the extent such Investor Default Holdback Amount and
Investor Principal Collections retained in the Collection Account during such Collection Period are
insufficient to fund Investor Default Amounts allocated during the related Collection Period, then,
on the related Distribution Date, the VBC Invested Amount will be reduced (but not below zero) by
the amount of such unfunded Investor Default Amounts except to the
extent amounts are available to be withdrawn from the Investor Component of the Retained Amount
Account and applied thereto (such reduction to the VBC Invested Amount, a "VBC Investor Charge-
Off").  

VBC Investor Charge-Offs shall be reimbursed and the VBC Invested Amount shall
thereupon be increased during the Revolving Period, the Controlled Amortization Period or any
related Distribution Date (but not by an amount in excess of the aggregate VBC Investor Charge-Offs)
to the extent Collections are allocated therefor and released to the Depositor pursuant to Sections
4.1 and 4.2.  On any Distribution Date following (i) the first Collection Period during the
Controlled Amortization Period or (ii) the occurrence of an Early Amortization Event, or on any
Distribution Date during the Revolving Period on which date a payment of principal will be made to
the VBC Holders, reimbursements of VBC Investor Charge-Offs will be made, entirely or partially, by
distributions to the VBC Holders as principal payments and reduction of the VBC Principal Balance
without a corresponding reduction in the VBC Invested Amount (but not by an amount in excess of the
aggregate VBC Investor Charge-Offs) to the extent Collections are allocated to fund such principal
payments pursuant to Sections 4.1 and 4.2. 


	Trustee Expenses Associated
with Servicing Assumption.  



	The Servicer shall maintain the letter of credit or
surety bond described in Section 4.10 of the Series 1999-1 Supplement; provided, that the
amount of such letter of credit or surety bond is increased to not less than $300,000.


	In the event of the commencement of an Early Amortization Period or a
Servicer Default resulting in the assumption of servicing duties by the Trustee, the Trustee may
draw upon the letter of credit or surety bond in order to pay the reasonable costs and expenses of
the Trustee in connection with the performance of its duties in connection with such event, and
shall provide to the Servicer in writing an itemized report of each cost and expense, the related
duty and action undertaken and the name of the recipient of the related payment within three
Business Days of each such draw.


	Amounts drawn upon the letter of credit shall be reimbursed first, from
amounts available therefor, if any, pursuant to the Series 1999-1 Supplement, and thereafter from
amounts otherwise payable to the Servicer in respect of its accrued Monthly Servicing Fees pursuant
to Section 4.2(b).


	The Servicer may replace any then existing letter of credit or surety bond
with either a letter of credit or a surety bond with the written the consent of the Trustee, such
consent not to be unreasonably withheld.


	Blocked Periods.  

The Depositor hereby covenants that in connection with any Block Period it will
not identify Accounts as Blocked Accounts based on any criteria that is adverse to the interests of
the VBC Holders.  The Depositor also hereby covenants that in connection with the Removal of any
Removed Accounts, it will not identify Accounts as Removed Accounts based on any criteria that is
adverse to the interests of the VBC Holders.



	



Distributions and Reports




	Distributions.  On each Distribution Date, the Trustee shall distribute
to each of the VBC Holders (or, in the case of any distribution of Commitment Termination Payments,
each of the VBC Holders entitled thereto) of record on the preceding Record Date (other than as
provided in Section 12.02 of the Agreement respecting a final distribution) such VBC Holder's
pro rata share of the amounts required to be distributed to such VBC Holders pursuant
to Article IV hereof and in accordance with the written direction of the Servicer.  Except as
provided in Section 12.02 of the Agreement with respect to a final distribution, distributions to
Certificateholders hereunder shall be made by wire transfer in immediately available
funds.


	Other Notices to
Holders.  Notwithstanding any other provision of the Agreement or this Series Supplement
to the contrary, the Trustee and the Servicer shall promptly deliver to the initial Holders of the
Variable Base Certificates a copy of each notice, statement or other document received or generated
by it pursuant to Sections 3.03(b), 3.04(b), 3.05, 3.06, 9.01 or 10.01 of the Agreement; provided,
however, that the Trustee shall not be required to deliver to the initial Holders copies of notices,
statements or other documents received from the Servicer and for which the Servicer is required to
deliver such notices, statements or other documents directly to the Holders and vice
versa.


	



The Variable Base Certificates and Exchangeable Certificate




	Initial Issuance of Variable Base Certificates, Increases and Decreases of VBC
Invested Amount.



	The Variable Base Certificates, upon original issuance, were issued in
registered form in the form of one definitive typewritten certificate substantially in the form of
Exhibit A hereto, executed and delivered by the Depositor to the Trustee for authentication.  The
Trustee, upon the written request of the Depositor, authenticated and delivered the Variable Base
Certificate to the Person designated in such request, in an aggregate stated principal amount of up
to $24,000,000.00.  On November 16, 2000, the Depositor issued a Variable Base Certificate having an
aggregate stated principal amount of $24,000,000, to which were attributable portions of the VBC
Invested Amount and the VBC Principal Balance totaling the Initial VBC Invested Amount as of such
date.  Pursuant to this amendment of the Original Series Supplement, the aggregate principal amount
of the Variable Base Certificates is being reduced to $20,000,000 (the "Series 2000-1 Maximum
Invested Amount").  The aggregate principal amount of all Variable Base Certificates
outstanding may never exceed the Series 2000-1 Maximum Invested Amount.


	Procedure for Increasing the VBC Invested Amount.

(i)Subject to satisfaction of the conditions precedent set forth in Section
6.1(b)(ii), upon not less than three Business Days prior written notice substantially in the form
attached as Exhibit E hereto delivered by the Servicer to the Trustee and each VBC Holder
(such notice specifying the applicable Draw Date), the VBC Invested Amount and VBC Principal Balance
may be increased (each such increase referred to as an "Increase").  Any such Increase
shall be in an aggregate amount not less than $100,000 and integral multiples of $100,000 in excess
thereof.  The Trustee will record in a register (the "Certificate Register") to be
maintained by the Trustee for such purposes and for the purposes of recording the names and
addresses of registered VBC Holders, and the Servicer will properly record in its books and records
relating to the Variable Base Certificates and the determination of the percentages relevant to the
allocation of Finance Charge Collections, Principal Collections and Default Amounts, each increase
in the VBC Invested Amount and VBC Principal Balance, and the portions thereof attributable to the
Variable Base Certificates held by the VBC Holders that fund such Increase, in amounts corresponding
to such Increase and the portions thereof funded by such VBC Holders, as the case may be, upon
confirmation by the Trustee of its receipt (by deposit into the Draw Account) from the VBC Holders
of immediately available funds in the amount of such Increase.  All proceeds of such Increase shall
be deposited into the Draw Account on the related Draw Date and released by the Trustee to the
Depositor (as and when directed in writing by the Servicer) for application in accordance with the
Receivables Purchase Agreement.

(ii)The VBC Invested Amount may be increased pursuant to Section 6.1(b)(i)
only upon satisfaction of each of the following conditions with respect to each proposed Increase as
of the related Draw Date (which satisfaction shall be evidenced by certification of the satisfaction
thereof by the Servicer in the related Request for Increase):

(A)after giving effect to such Increase, the VBC Invested Amount shall not exceed the Series
2000-1 Maximum Invested Amount;

(B)no Early Amortization Event has occurred and is continuing, and such Increase will not
result in the occurrence of an Early Amortization Event; and

(C)taking into consideration the amount of such Increase, Collections received during the
related Collection Period and amounts held for such purpose in the Capitalized Interest Account will
be sufficient to fund the VBC Monthly Interest, Commitment Fees, Breakage Fees, Administrative Fees,
Carryover Interest and Carryover Commitment, Breakage and Administrative Fees distributable on the
succeeding Distribution Date.  


	Decreases.

(i)Discretionary Prepayments.  Upon at least three Business Days'
prior irrevocable notice to each VBC Holder and the Trustee in writing substantially in the form
attached as Exhibit F hereto (a "Notice of Discretionary Prepayment"), the Servicer may,
in its sole discretion, direct the Trustee in writing to make a Discretionary Prepayment of all or a
portion of the aggregate outstanding VBC Principal Balance and VBC Invested Amount from amounts on
deposit in the Discretionary Prepayment Account and/or on deposit in the Collection Account and
available therefor, to the extent that the Servicer has certified such amounts to be in excess of
those required to be allocated to fund amounts higher in priority of allocation and distribution
than Discretionary Prepayments as set forth in Sections 4.1 and 4.2 hereof.  Discretionary
Prepayments may only be made (A) on a Draw Date, (B) not more than once per Collection Period on a
Business Day that is not a Draw Date in addition to any Discretionary Prepayments made on a Draw
Date, and (C) notwithstanding the foregoing clause (B), on any Business Day if such Discretionary
Prepayment is made to avoid an Early Amortization Event.  Each such Discretionary Prepayment shall
be made in a minimum aggregate principal amount of $100,000 and integral multiples of $100,000 in
excess thereof, which amounts shall be distributed by the Trustee on the date specified in such
Notice of Discretionary Prepayment to the VBC Holders on a pro rata basis, based on the respective
portions of the outstanding VBC Principal Balance attributable to the Variable Base Certificates
held thereby.  No such Discretionary Prepayment may be made unless the Servicer certifies in such
Notice of Discretionary Prepayment that such Discretionary Prepayment will not cause an Early
Amortization Event.

(ii)Repayment Pursuant to Article IV.  On each Distribution Date
the Trustee will distribute to VBC Holders on a pro rata basis, based on the outstanding portions of
the VBC Principal Balance attributable to the Variable Base Certificates held thereby, amounts
distributable pursuant to Article IV in respect of Commitment Termination Payments, Controlled
Amortization Amounts or Discretionary Prepayments, not subject to any limitation as to the
increments in which such amounts are payable.  

(iii)The Trustee will record in the Certificate Register, and the Servicer
will properly record in its books and records relating to the servicing of the Receivables and the
determination of the percentages relevant to the allocation of Finance Charge Collections, Principal
Collections and Default Amounts, decreases in the VBC Invested Amounts and VBC Principal Balances of
the Variable Base Certificates held by VBC Holders in amounts corresponding to the amounts
distributed to such VBC Holders by the Trustee pursuant to Section 6.1(c)(i) or Section 6.1(c)(ii)
on the date of any such distribution.  


	Draw Account.

(i)The Servicer, for the benefit of the VBC Holders, shall establish and
maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Draw Account"), which shall be identified as the "Draw Account for Gottschalks
Credit Card Master Trust, Series 2000-1."  The Draw Account shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the VBC Holders.  The
Trustee will notify the Servicer of deposits made by VBC Holders into the Draw Account in
satisfaction of their respective obligations to fund Increases on the related Draw Dates.  Unless
otherwise instructed by the Servicer pursuant to Section 6.1(d)(ii), on the day received, the
Trustee will release the amounts deposited into the Draw Account by the VBC Holders (A) first, pro
rata to the Certificate Administrator and each VBC Holder, other than Tice & Co., the related
Drawing Fee and (B) second, to the Depositor, remaining amounts in the Draw Account for application
in accordance with the Receivables Purchase Agreement in the same manner that the Trustee releases
to the Depositor amounts held in the Collection Account and distributable to the Depositor pursuant
to Article IV.  The Draw Account shall be maintained until all amounts on deposit therein have been
applied in accordance with this Section 6.1(d) and the Revolving Period has terminated.

(ii)At the written direction of the Servicer
delivered to the trustee no later than the day preceding the related Draw Date, funds deposited into
the Draw Account (excluding those amounts distributed in respect of Administrative Fees, Commitment
Fees or Drawing Fees, as the case may be) on such Draw Date may be retained therein for a period
specified in such direction up to ten Business Days pending release to the Depositor for application
in accordance with the Receivables Purchase Agreement.  Amounts so retained in the Draw Account will
invested by the Trustee in Eligible Investments specified by the Servicer in such written direction
that will mature no later than the date on which the Servicer has instructed the Trustee to release
such amounts to the Depositor for application in accordance with the Receivables Purchase Agreement.
All such Eligible Investments shall be held by the Trustee for the benefit of the VBC Holders.  All
interest and other investment earnings (net of losses and investment expenses) with respect
to funds on deposit in the Draw Account shall be deposited into the Collection Account and shall be
treated by the Servicer as Investor Finance Charge Collections.  If at any time during which amounts
are held in the Draw any Early Amortization Event relating to the insolvency or bankruptcy of the
Depositor or Servicer shall occur, all amounts held in the Draw Account promptly will be deposited
into the Collection Account and allocated on the date of such deposit as if such amounts constituted
Investor Principal Collections to be allocated on such date pursuant to Section 4.1 and shall be
distributed on the Distribution Date in the calendar month succeeding that in which such Early
Amortization Event occurs pursuant to Section 4.2.  In no event shall the Trustee be liable for the
selection of investments or for investment losses incurred thereon.  The Trustee shall have no
liability in respect of losses incurred as a result of the liquidation of any such investment prior
to its stated maturity or the failure of the party directing such investment to provide timely
written investment direction.  The Trustee shall have no obligation to
invest or reinvest any amounts held hereunder in the absence of such written investment
direction.

(iii)The Trustee shall, for the benefit of the
Certificateholders, possess all right, title and interest in and to all funds on deposit from time
to time in, and all Eligible Investments credited to, the Draw Account and in all proceeds thereof.
The Draw Account shall be under the sole dominion and control of the Trustee for the benefit of the
VBC Holders.  If, at any time, the Draw Account ceases to be an Eligible Deposit Account the
Servicer shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to
which the Rating Agency may consent) instruct the Trustee to establish a new Draw Account meeting
the conditions for an Eligible Deposit Account and shall transfer any cash and/or any investments to
such new Draw Account.  Neither the Depositor, the Servicer nor any person or entity claiming by,
through or under the Depositor, the Servicer or any such person or entity shall have any right,
title or interest in, or any right to withdraw any amount from, the Draw Account, except by
instruction of the Trustee as and to the extent expressly provided herein.  Schedule 1 hereto, which
is hereby incorporated into and made part of this Series Supplement, identifies the Draw Account by
setting forth the account number of such account, the account designation of such account and the
name of the institution with which such account has been established.  If a substitute Draw Account
is established pursuant to this Section 6.1(d)(iii), the Servicer shall provide to the Trustee an
amended Schedule 1, setting forth the relevant information for such substitute Draw Account.

(iv)Pursuant to the authority granted to the Servicer
in Section 3.01(a) of the Agreement, the Servicer shall have the power, revocable by the Trustee
following any Servicer Default, to instruct the Trustee to make withdrawals and payments from the
Draw Account for the purposes of carrying out the Servicer's or the Trustee's duties
hereunder.

(v)The Trustee hereby confirms that (i) the Trustee is acting, with respect
to the establishment and maintenance of the Draw Account, as a "securities intermediary" as defined
in Section 8-102 of the UCC or the corresponding Section of the UCC in the applicable State (in such
capacity, the "Securities Intermediary"), (ii) has established the Draw Account as a
"securities account" as such term is defined in Section 8-501(a) of the UCC, (iii) the Securities
Intermediary shall, subject to the terms of this Agreement, treat the Trustee as entitled to
exercise the rights that comprise any financial asset credited to the Draw Account, and (iv) all
securities or other property underlying any financial assets credited to the Draw Account shall be
registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in
blank and in no case will any financial asset credited to the Draw Account be registered in the name
of any other person, payable to the order of any other person, or specially endorsed to any other
person, except to the extent the foregoing have been specially endorsed by the Servicer to the
Trustee.

(vi)The Trustee hereby agrees that the Draw Account and each item of property
(whether investment property, financial asset, security or instrument), other than cash, credited to
the Draw Account shall be treated as a "financial asset" within the meaning of Section 8-102(A)(9)
of the UCC or the corresponding Section of the UCC in the applicable State.

(vii)If at any time the Securities Intermediary shall receive an "entitlement
order" (within the meaning of Section 8-102(A)(8) of the UCC or the corresponding Section of the UCC
in the applicable State) issued by the Trustee and relating to the Draw Account, the Securities
Intermediary shall comply with such entitlement order without further consent by any other person.
The Trustee hereby agrees only to issue entitlement orders at the written direction of the Servicer.
The Securities Intermediary shall have no obligation to act, and shall be fully protected in
refraining from acting, in respect of the financial assets credited to the Draw Account in the
absence of such an entitlement order.

(viii)In the event that the Securities Intermediary has or subsequently
obtains by agreement, operation of law or otherwise a security interest in the Draw Account, or any
security entitlement credited thereto, the Securities Intermediary hereby agrees that such security
interest shall be subordinate to the security interest of the Trustee.  The financial assets and
other items deposited to the Draw Account (or any other securities account maintained in the name of
the Securities Intermediary for the benefit of the Trustee) will not be subject to deduction, set-
off, banker's lien, or any other right in favor of any person other than the Trustee.

(ix)The Trustee, in such capacity, has not entered into and, until
termination of this Supplement, will not enter into, any agreement with any other person relating to
the Draw Account, or any financial assets credited thereto pursuant to which it has agreed or will
agree to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC or the
corresponding Section of the UCC in the applicable State) of such person.   No financial asset
credited to the Draw Account or otherwise acquired with funds deposited in the Draw Account will be
registered in the name of the Trustee, in such capacity, payable to its order, or specially endorsed
to it, except to the extent such financial asset has been endorsed to the Securities Intermediary or
in blank.


	Capitalized Interest Account.

(i)The Servicer, for the benefit of the VBC Holders, shall establish and
maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Capitalized Interest Account"), which shall be identified as the "Capitalized
Interest Account for Gottschalks Credit Card Master Trust, Series 2000-1."  The Capitalized
Interest Account shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the VBC Holders.  

(ii)On any Business Day during a Collection Period, in contemplation of or
following the Servicer's delivery of a Request for Increase, the Servicer may instruct the Trustee
in writing to commence depositing funds into the Capitalized Interest Account to the extent
allocable therefor pursuant to Section 4.1(c) and Section 4.1(d) hereof on each Allocation Date
following the date of such instruction until the earlier of (i) the date on which the aggregate
amount so deposited is the maximum amount to be so deposited as specified in such instruction or
(ii) the last Business Day of the Collection Period during which such instruction is delivered or as
to which such instruction is effective (as specified in such instruction).

(iii)On each Distribution Date, the Trustee will, in accordance with the
written instruction of the Servicer (which instruction may be included in the related Distribution
Date Statement), withdraw all amounts on deposit in the Capitalized Interest Account and deposit
such amounts into the Collection Account for application as if such amounts were Investor Finance
Charge Collections available for distribution pursuant to Section 4.2 hereof.  Any amounts so
withdrawn from the Capitalized Interest Account and deposited into the Collection Account that
remain after all of the amounts required to distributed pursuant to Section 4.2 hereof have been so
distributed on any Distribution Date, shall be released to the Depositor for application in
accordance with the Receivables Purchase Agreement.

(iv)Amounts on deposit in the Capitalized Interest Account will be invested
by the Trustee in Eligible Investments specified by the Servicer in such written direction that will
mature no later than the Distribution Date following the Collection Period during which such
instruction is delivered or as to which such instruction is effective (as specified in such
instruction).  All such Eligible Investments shall be held by the Trustee for the benefit of the VBC
Holders.  All interest and other investment earnings (net of losses and investment expenses)
with respect to funds on deposit in the Capitalized Interest Account shall be deposited in the
Collection Account on such succeeding Distribution Date, and shall be treated by the Servicer as
Investor Finance Charge Collections.  In no event shall the Trustee be liable for the selection of
investments or for investment losses incurred thereon.  The Trustee shall have no liability in
respect of losses incurred as a result of the liquidation of any such investment prior to its stated
maturity at the written direction of the Servicer or the failure of the party directing such
investment to provide timely written investment direction.  The Trustee shall have no obligation to
invest or reinvest any amounts held hereunder in the absence of such written investment
direction.

(v)The Trustee shall, for the benefit of the VBC Holders, possess all right,
title and interest in and to all funds on deposit from time to time in, and all Eligible Investments
credited to, the Capitalized Interest Account and in all proceeds thereof.  The Capitalized Interest
Account shall be under the sole dominion and control of the Trustee for the benefit of the VBC
Holders.  If, at any time, the Capitalized Interest Account ceases to be an Eligible Deposit Account
the Servicer shall within 10 Business Days (or such longer period, not to exceed 30 calendar days,
as to which the Rating Agency may consent) instruct the Trustee in writing to establish a new
Capitalized Interest Account meeting the conditions for an Eligible Deposit Account and shall
transfer any cash and/or any investments to such new Capitalized Interest Account.  Neither the
Depositor, the Servicer nor any person or entity claiming by, through or under the Depositor, the
Servicer or any such person or entity shall have any right, title or interest in, or any right to
withdraw any amount from, the Capitalized Interest Account, except as expressly provided herein.
Schedule 1 hereto, which is hereby incorporated into and made part of this Series Supplement,
identifies the Capitalized Interest Account by setting forth the account number of such account, the
account designation of such account and the name of the institution with which such account has been
established.  If a substitute Capitalized Interest Account is established pursuant to this Section
6.1(e)(v), the Servicer shall provide to the Trustee an amended Schedule 1, setting forth the
relevant information for such substitute Capitalized Interest Account.

(vi)The Trustee hereby confirms that (i) the Trustee is acting, with respect
to the establishment and maintenance of the Capitalized Interest Account, as a "securities
intermediary" as defined in Section 8-102 of the UCC or the corresponding Section of the UCC in the
applicable State (in such capacity, the "Securities Intermediary"), (ii) has established
the Capitalized Interest Account as a "securities account" as such term is defined in Section 8-
501(a) of the UCC, (iii) the Securities Intermediary shall, subject to the terms of this Agreement,
treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to
the Capitalized Interest Account, and (iv) all securities or other property underlying any financial
assets credited to the Capitalized Interest Account shall be registered in the name of the
Securities Intermediary, endorsed to the Securities Intermediary or in blank and in no case will any
financial asset credited to the Capitalized Interest Account be registered in the name of any other
person, payable to the order of any other person, or specially endorsed to any other person, except
to the extent the foregoing have been specially endorsed by the Servicer to the Trustee.

(vii)The Trustee hereby agrees that the Capitalized Interest Account and each
item of property (whether investment property, financial asset, security or instrument), other than
cash, credited to the Capitalized Interest Account shall be treated as a "financial asset" within
the meaning of Section 8-102(A)(9) of the UCC or the corresponding Section of the UCC in the
applicable State.

(viii)If at any time the Securities Intermediary shall receive an
"entitlement order" (within the meaning of Section 8-102(A)(8) of the UCC or the corresponding
Section of the UCC in the applicable State) issued by the Trustee and relating to the Capitalized
Interest Account, the Securities Intermediary shall comply with such entitlement order without
further consent by any other person.  The Trustee hereby agrees, so long as no early Amortization
Event shall have occurred and be continuing,  only to issue entitlement orders at the written
direction of the Servicer.  The Securities Intermediary shall have no obligation to act, and shall
be fully protected in refraining from acting, in respect of the financial assets credited to the
Capitalized Interest Account in the absence of such an entitlement order.

(ix)In the event that the Securities Intermediary has or subsequently obtains
by agreement, operation of law or otherwise a security interest in the Securities Accounts, or any
security entitlement credited thereto, the Securities Intermediary hereby agrees that such security
interest shall be subordinate to the security interest of the Trustee.  The financial assets and
other items deposited to the Capitalized Interest Account (or any other securities account
maintained in the name of the Securities Intermediary for the benefit of the Trustee) will not be
subject to deduction, set-off, banker's lien, or any other right in favor of any person other than
the Trustee.

(x)The Trustee, in such capacity, has not entered into and, until termination
of this Supplement, will not enter into, any agreement with any other person relating to the
Capitalized Interest Account, or any financial assets credited thereto pursuant to which it has
agreed or will agree to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC
or the corresponding Section of the UCC in the applicable State) of such person.  No financial asset
will be registered in the name of the Trustee, in such capacity, payable to its order, or specially
endorsed to it, except to the extent such financial asset has been endorsed to the Securities
Intermediary or in blank.


	Discretionary Prepayment Account.

(i)The Servicer, for the benefit of the VBC Holders, shall establish and
maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Discretionary Prepayment Account"), which shall be identified as the "Discretionary
Prepayment Account for Gottschalks Credit Card Master Trust, Series 2000-1".  The Discretionary
Prepayment Account shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the VBC Holders.  

(ii)On any Business Day during a Collection Period, in contemplation of or
following the Servicer's delivery of an instruction to the Trustee to make a Discretionary
Prepayment, the Servicer may instruct the Trustee in writing to commence depositing funds into the
Discretionary Prepayment Account to the extent allocable therefor pursuant to Section 4.1(c) and
Section 4.1(d) hereof on each Allocation Date following the date of such instruction until the
earliest of (i) the date on which the aggregate amount so deposited is the maximum amount to be so
deposited as specified in such instruction, (ii) the date specified in such instruction as the date
on which such Discretionary Prepayment is to be made or (iii) the last Business Day of the
Collection Period during which such instruction is delivered or as to which such instruction is
effective (as specified in such instruction). 

(iii)On the date on which the Servicer has directed the Trustee to make a
Discretionary Prepayment in accordance with Section 6.1(c)(i) hereof, the Trustee shall withdraw all
amounts on deposit in the Discretionary Prepayment Account and (A) distribute such amounts to the
VBC Holders and Certificate Administrator, up to the amount of (and in the following order)
Administrative Fees payable on the date of such Discretionary Prepayment, if any,  interest accrued
on the portion of the VBC Invested Amount being prepaid and the specified Discretionary Prepayment,
and (B) deposit into the Collection Account all remaining amounts for application as if such amounts
were Investor Finance Charge Collections available for distribution pursuant to Section 4.2
hereof.

(iv)Amounts on deposit in the Discretionary Prepayment Account will be
invested by the Trustee in Eligible Investments specified by the Servicer in such written direction
that will mature no later than the date on which the related Discretionary Prepayment is to be made
as specified in the instruction delivered pursuant to Section 6.2(b)(ii).  All such Eligible
Investments shall be held by the Trustee for the benefit of the VBC Holders.  In no event shall the
Trustee be liable for the selection of investments or for investment losses incurred thereon.  The
Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any
such investment prior to its stated maturity or the failure of the party directing such investment
to provide timely written investment direction.  The Trustee shall have no obligation to invest or
reinvest any amounts held hereunder in the absence of such written investment direction.

(v)The Trustee shall for the benefit of the VBC Holders possess all right,
title and interest in and to all funds on deposit from time to time in, and all Eligible Investments
credited to, the Discretionary Prepayment Account and in all proceeds thereof.  The Discretionary
Prepayment Account shall be under the sole dominion and control of the Trustee for the benefit of
the VBC Holders.  If, at any time, the Discretionary Prepayment Account ceases to be an Eligible
Deposit Account the Servicer shall within 10 Business Days (or such longer period, not to exceed 30
calendar days, as to which the Rating Agency may consent) instruct the Trustee to establish a new
Discretionary Prepayment Account meeting the conditions for an Eligible Deposit Account and shall
transfer any cash and/or any investments to such new Discretionary Prepayment Account.  Neither the
Depositor, the Servicer nor any person or entity claiming by, through or under the Depositor, the
Servicer or any such person or entity shall have any right, title or interest in, or any right to
withdraw any amount from, the Discretionary Prepayment Account, except as expressly provided herein.
Schedule 1 hereto, which is hereby incorporated into and made part of this Series Supplement,
identifies the Discretionary Prepayment Account by setting forth the account number of such account,
the account designation of such account and the name of the institution with which such account has
been established.  If a substitute Discretionary Prepayment Account is established pursuant to this
Section 6.1(f)(v), the Servicer shall provide to the Trustee an amended Schedule 1, setting forth
the relevant information for such substitute Discretionary Prepayment Account.

(vi)The Trustee hereby confirms that (i) the Trustee is acting, with respect
to the establishment and maintenance of the Discretionary Prepayment Account, as a "securities
intermediary" as defined in Section 8-102 of the UCC or the corresponding Section of the UCC in the
applicable State (in such capacity, the "Securities Intermediary"), (ii) has established
the Discretionary Prepayment Account as a "securities account" as such term is defined in Section 8-
501(a) of the UCC, (iii) the Securities Intermediary shall, subject to the terms of this Agreement,
treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to
the Discretionary Prepayment Account, and (iv) all securities or other property underlying any
financial assets credited to the Discretionary Prepayment Account shall be registered in the name of
the Securities Intermediary, endorsed to the Securities Intermediary or in blank and in no case will
any financial asset credited to the Discretionary Prepayment Account be registered in the name of
any other person, payable to the order of any other person, or specially endorsed to any other
person, except to the extent the foregoing have been specially endorsed by the Servicer to the
Trustee.

(vii)The Trustee hereby agrees that the Discretionary Prepayment Account and
each item of property (whether investment property, financial asset, security or instrument), other
than cash, credited to the Discretionary Prepayment Account shall be treated as a "financial asset"
within the meaning of Section 8-102(A)(9) of the UCC or the corresponding Section of the UCC in the
applicable State.

(viii)If at any time the Securities Intermediary shall receive an
"entitlement order" (within the meaning of Section 8-102(A)(8) of the UCC or the corresponding
Section of the UCC in the applicable State) issued by the Trustee and relating to the Discretionary
Prepayment Account, the Securities Intermediary shall comply with such entitlement order without
further consent by any other person.  The Trustee hereby agrees, so long as no Early Amortization
Event has occurred and is continuing, only to issue entitlement orders at the written direction of
the Servicer.  The Securities Intermediary shall have no obligation to act, and shall be fully
protected in refraining from acting, in respect of the financial assets credited to the
Discretionary Prepayment Account in the absence of such an entitlement order.

(ix)In the event that the Securities Intermediary has or subsequently obtains
by agreement, operation of law or otherwise a security interest in the Securities Accounts, or any
security entitlement credited thereto, the Securities Intermediary hereby agrees that such security
interest shall be subordinate to the security interest of the Trustee.  The financial assets and
other items deposited to the Discretionary Prepayment Account (or any other securities account
maintained in the name of the Securities Intermediary for the benefit of the Trustee) will not be
subject to deduction, set-off, banker's lien, or any other right in favor of any person other than
the Trustee.

(x)The Trustee, in such capacity, has not entered into and, until termination of this
Supplement, will not enter into, any agreement with any other person relating to the Discretionary
Prepayment Account, or any financial assets credited thereto pursuant to which it has agreed or will
agree to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC or the
corresponding Section of the UCC in the applicable State) of such person.  No financial asset will
be registered in the name of the Trustee, in such capacity, payable to its order, or specially
endorsed to it, except to the extent such financial asset has been endorsed to the Securities
Intermediary or in blank.


	Retained Amount Account



	The Servicer, for the benefit of the VBC Holders, shall establish and
maintain in the name of the Trustee, on behalf of the Trust, a Retained Amount Account (the
"Retained Amount Account"), which shall be identified as the "Retained Amount Account
for Gottschalks Credit Card Master Trust, Series 2000-1".  The Retained Amount Account shall
bear a designation clearly indicating that the funds deposited therein are held for the benefit of
the VBC Holders.  The Retained Amount Account shall be maintained until all amounts on deposit
therein have been applied in accordance with this Section 6.1(g).


	The Servicer shall maintain a ledger for the Retained Amount Account
and shall record in such ledger the Investor Component and the Exchangeable Component of each
deposit made by the Trustee to, and each withdrawal by the Trustee from, the Retained Amount
Account.


	The Servicer shall direct the Trustee in writing to deposit amounts in, and
withdraw amounts from, the Retained Amount Account as follows:


	Deposits into Retained Amount
Account.

(1)If on any Business Day before the occurrence of an Early Amortization
Event, the Required Series Pool Balance exceeds the Series Pool Balance, as and to the extent set
forth in Section 4.1(d) hereof Investor Principal Collections will be deposited into the Retained
Amount Account until the sum of the Series Pool Balance and the amount of Investor Principal
Collections then on deposit in the Retained Amount Account (the "Investor Component" of
the balance of the Retained Amount Account) equals the Required Series Pool Balance on such
date.

(2)If on any Business Day during a Collection period that commences before
the occurrence of an Early Amortization Event, the Required Exchangeable Certificate Amount on such
day exceeds the sum of the Exchangeable Holder's Interest, the aggregate amount of Eligible Past Due
Receivables and Retained Exchangeable Amounts then on deposit in the Retained Amount Account, if
any, the Trustee shall, in accordance with the written directions of the Servicer, deposit into the
Retained Amount Account from amounts otherwise distributable to the holder of the Exchangeable
Certificate the amount of such excess.

	Withdrawals of Excess Amounts from Retained Amount Account. 

(1)If on any Business Day before the occurrence of an Early Amortization
Event, the sum of the Series Pool Balance and the Investor Component of amounts on deposit in the
Retained Amount Account exceeds the Required Series Pool Balance, the Trustee will, in accordance
with the written directions of the Servicer, withdraw the Investor Component of funds in the
Retained Amount Account up to the amount of such excess and distribute such amount to the
Depositor.

(2)If on any Business Day before the occurrence of an Early Amortization
Event, the sum of the Exchangeable Holder's Interest, the aggregate amount of Eligible Past Due
Receivables and Retained Exchangeable Amounts then on deposit in the Retained Amount Account exceeds
the Required Exchangeable Certificate Amount, the Trustee will, in accordance with the written
directions of the Servicer, withdraw the Retained Exchangeable Amount up to the amount of such
excess and distribute such amount to the holder of the Exchangeable Certificate.

	Withdrawals Following Termination of Revolving Period.  

(1)On each Distribution Date relating to a Collection Period that commences
after the termination of the Revolving Period (and during or prior to which no Early Amortization
Event occurs), the Trustee shall, in accordance with the written directions of the Servicer,
withdraw from the Investor Component of amounts on deposit in the Retained Amount Account the
portion of any Controlled Amortization Amount or any Investor Default Amount allocable to the VBC
Invested Amount pursuant to Section 4.4 that is not funded from Investor Finance Charge Collections
and shall deposit such amounts in the Collection Account as Investor Principal Collections for
application pursuant to Section 4.1(d) to make payment on such Distribution Date of such amounts to
the Holders of the Variable Base Certificates or release to the Depositor for application pursuant
to the Receivables Purchase Agreement.  On the Distribution Date
relating to the first Collection Period during which an Early Amortization Event occurs or which
commences after the occurrence of an Early Amortization Event, the Trustee shall withdraw, in
accordance with the written directions of the Servicer, the Investor Component of amounts on deposit
in the Retained Amount Account and deposit such funds into the Collection Account as Investor
Principal Collections for application pursuant to Section 4.1(d) and for distribution on such
Distribution Date.

(2)On the earlier of the Distribution Date on which the VBC Principal Balance
is reduced to zero or the August 2004 Distribution Date, the Trustee shall, in accordance with the
written directions of the Servicer, withdraw the Retained Exchangeable Amount on deposit in the
Retained Amount Account and distribute such amount to the holder of the Exchangeable
Certificate.

	Withdrawals upon Series Termination or Payment in Full of
Variable Base Certificates.  At the close of business of the Servicer on the earlier of (i) the
Series Termination Date and (ii) the date on which the VBC Principal Balance has been reduced to
zero, the balance, if any, remaining in the Retained Amount Account shall be withdrawn and
transferred to the Depositor.


	Amounts on deposit in the Retained Amount Account will be invested by the
Trustee in Eligible Investments at the written direction of the Servicer.  Any earnings (net of
losses and investment expenses) on funds on deposit in the Retained Amount Account will also be
deposited into the Collection Account as Investor finance Charge Collections.  All such Eligible
Investments shall be held by the Trustee for the benefit of the VBC Holders.  In no event shall the
Trustee be liable for the selection of investments or for investment losses incurred thereon.  The
Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any
such investment prior to its stated maturity or the failure of the party directing such investment
to provide timely written investment direction.  The Trustee shall have no obligation to invest or
reinvest any amounts held hereunder in the absence of such written investment direction.


	The Trustee shall for the benefit of the VBC Holders possess all right, title
and interest in and to all funds on deposit from time to time in, and all Eligible Investments
credited to, the Retained Amount Account and in all proceeds thereof.  The Retained Amount Account
shall be under the sole dominion and control of the Trustee for the benefit of the VBC Holders.  If,
at any time, the Retained Amount Account ceases to be an Eligible Deposit Account the Servicer shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the
Rating Agency may consent) instruct the Trustee in writing to establish a new Retained Amount
Account meeting the conditions for an Eligible Deposit Account and shall transfer any cash and/or
any investments to such new Retained Amount Account.  Neither the Depositor, the Servicer nor any
person or entity claiming by, through or under the Depositor, the Servicer or any such person or
entity shall have any right, title or interest in, or any right to withdraw any amount from, the
Retained Amount Account, except as expressly provided herein.  Schedule 1 hereto, which is hereby
incorporated into and made part of this Series Supplement, identifies the Retained Amount Account by
setting forth the account number of such account, the account designation of such account and the
name of the institution with which such account has been established.  If a substitute Retained
Amount Account is established pursuant to this Section 6.1(g)(v), the Servicer shall provide to the
Trustee an amended Schedule 1, setting forth the relevant information for such substitute Retained
Amount Account.


	The Trustee hereby confirms that (i) the Trustee is acting, with respect to
the establishment and maintenance of the Retained Amount Account, as a "securities intermediary" as
defined in Section 8-102 of the UCC or the corresponding Section of the UCC in the applicable State
(in such capacity, the "Securities Intermediary"), (ii) has established the Retained
Amount Account as a "securities account" as such term is defined in Section 8-501(a) of the UCC,
(iii) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Trustee
as entitled to exercise the rights that comprise any financial asset credited to the Retained Amount
Account, and (iv) all securities or other property underlying any financial assets credited to the
Retained Amount Account shall be registered in the name of the Securities Intermediary, endorsed to
the Securities Intermediary or in blank and in no case will any financial asset credited to the
Retained Amount Account be registered in the name of any other person, payable to the order of any
other person, or specially endorsed to any other person, except to the extent the foregoing have
been specially endorsed by the Servicer to the Trustee.


	The Trustee hereby agrees that the Retained Amount Account and each item of
property (whether investment property, financial asset, security or instrument), other than cash,
credited to the Retained Amount Account shall be treated as a "financial asset" within the meaning
of Section 8-102(A)(9) of the UCC or the corresponding Section of the UCC in the applicable
State.


	If at any time the Securities Intermediary shall receive an "entitlement
order" (within the meaning of Section 8-102(A)(8) of the UCC or the corresponding Section of the UCC
in the applicable State) issued by the Trustee and relating to the Retained Amount Account, the
Securities Intermediary shall comply with such entitlement order without further consent by any
other person.  The Trustee hereby agrees, so long as no Early Amortization Event has occurred and is
continuing, only to issue entitlement orders at the written direction of the Servicer.  The
Securities Intermediary shall have no obligation to act, and shall be fully protected in refraining
from acting, in respect of the financial assets credited to the Retained Amount Account in the
absence of such an entitlement order.


	In the event that the Securities Intermediary has or subsequently obtains by
agreement, operation of law or otherwise a security interest in the Securities Accounts, or any
security entitlement credited thereto, the Securities Intermediary hereby agrees that such security
interest shall be subordinate to the security interest of the Trustee.  The financial assets and
other items deposited to the Retained Amount Account (or any other securities account maintained in
the name of the Securities Intermediary for the benefit of the Trustee) will not be subject to
deduction, set-off, banker's lien, or any other right in favor of any person other than the
Trustee.


	The Trustee, in such capacity, has not entered into and, until termination of
this Supplement, will not enter into, any agreement with any other person relating to the Retained
Amount Account, or any financial assets credited thereto pursuant to which it has agreed or will
agree to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC or the
corresponding Section of the UCC in the applicable State) of such person.  No financial asset will
be registered in the name of the Trustee, in such capacity, payable to its order, or specially
endorsed to it, except to the extent such financial asset has been endorsed to the Securities
Intermediary or in blank.


	Extension and Repurchase of
Variable Base Certificates.



	Not more than 120 days prior to the last day of any Commitment Period,
the Depositor will give notice to the Trustee and related VBC Holders as to the termination date of
such Commitment Period, indicating whether or not the Trust and such VBC Holders will have the
option to reextend such Commitment Period and, if such notice specifies that the Commitment Period
may be reextended, specifying the date that will be the last day of such reextended Commitment
Period if such Commitment Period is in fact reextended.  Following their receipt of such notice
indicating that the Trust and the VBC Holders do have the option to reextend such Commitment Period,
the Trustee and any VBC Holder may agree to reextend the Commitment Period relating to the Variable
Base Certificate held by such VBC Holder.  The Trustee will agree to such extension, on behalf of
the Trust, if the Trustee receives (i) written instruction to so agree from the Depositor not later
than 100 days prior to the last day of such Commitment Period, (ii) the relevant VBC Holder
specifies in writing that it wishes to extend such Commitment Period, (ii) the Trustee receives no
later than five Business Days prior to the last day of such Commitment Period an Officer's
Certificate from the Servicer to the effect that the conditions precedent to the extension or
reextension of such Commitment Period specified in Section 6.2(b) have been satisfied and (iv) the
Trustee receives no later than five Business Days prior to the last day of such Commitment Period
written confirmation that the Rating Agency will not downgrade, withdraw or modify its rating of any
other Variable Base Certificates or certificates of any other Series solely because of such
extension.  Not later than 90 days prior to the end of any Commitment Period that the Depositor has
indicated may be extended, each of the Trustee and each relevant VBC Holder will inform the
Depositor and, as applicable, the Trustee whether it has agreed to extend such Commitment Period.



	A Commitment Period may be extended by mutual agreement of the Trust and the
related VBC Holder only if the following conditions precedent are satisfied as of the date of such
agreement:

(i)no Early Amortization Event has occurred and is continuing or will occur
as a result of such extension;

(ii)the last day of such reextended Commitment Period shall not be later than
364 days after the last day of the Commitment Period being so reextended;

(iii)the last day of such reextended Commitment Period shall not be later
than July 31, 2003.  


	If the Trust extends to any VBC Holder the right to reextend the Commitment
Period relating to the Variable Base Certificate owned by such VBC Holder pursuant to Section 6.2(a)
above, and any such VBC Holder does not timely agree to such extension or reextension pursuant to
Section 6.2(a) above, the Trustee, at the direction of the Depositor, will either (i) allow such
Commitment Period to terminate and to begin making payments of principal thereof (including, if so
directed by the Servicer in its sole discretion, one or more Discretionary Prepayments) in
accordance with Article IV hereof, or (ii) if the Depositor requests, allow any Person, including
any other VBC Holder, to purchase all or any part of such unextended or unreextended Variable Base
Certificate on any business day (which purchasing VBC Holder may subsequently agree to reextend such
Commitment Period) for an amount equal to the outstanding VBC Principal Balance thereof plus
interest if and to the extent sold on a date other than a Distribution Date.  With respect to clause
(ii) in this subparagraph (c), the VBC Holder, by its acceptance of the Variable Base Certificate,
agrees that if it is offered the right to reextend the related Commitment Period and does not agree
to any such extension or reextension within the time frame described above, it will sell such
unextended Variable Base Certificate to any Person designated by the Depositor at a price not less
than the price specified above. 


	Transfer Restrictions.  



	The Trustee shall not authenticate and deliver to any
Person any Variable Base Certificate unless it contains a legend in substantially the following
form:

"THIS VARIABLE BASE CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON EXEMPTIONS PROVIDED BY THE
1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS.  THE VARIABLE BASE CERTIFICATES ARE ELIGIBLE FOR
PURCHASE PURSUANT TO RULE 144A UNDER THE 1933 ACT.  NO RESALE OR OTHER TRANSFER OF THIS VARIABLE
BASE CERTIFICATE SHALL BE MADE UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION
6.3 OF THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN AND (B) IS MADE EITHER (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE 1933 ACT, (ii) IN A TRANSACTION (OTHER THAN A TRANSACTION IN CLAUSE (iv) BELOW) EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS, (iii) TO
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION (THE "DEPOSITOR") OR (iv) TO A PERSON WHO THE
TRANSFEROR OF THIS VARIABLE BASE CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, OR TO AN INSTITUTIONAL "ACCREDITED INVESTOR" UNDER
RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT.  IN THE EVENT THAT THE TRANSFER OF A VARIABLE
BASE CERTIFICATE IS TO BE MADE AS DESCRIBED IN CLAUSE (ii) OF THE PRECEDING SENTENCE, THE
PROSPECTIVE INVESTOR IS REQUIRED TO DELIVER AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE 1933 ACT OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THE PROSPECTIVE TRANSFEREE IN
A TRANSFER OF A VARIABLE BASE CERTIFICATE TO BE MADE AS DESCRIBED IN CLAUSES (ii) AND (iv) ABOVE
MUST DELIVER TO THE TRUSTEE A REPRESENTATION LETTER REQUIRED BY SECTION 6.3 OF THE AMENDED AND
RESTATED SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
PROSPECTIVE PURCHASERS OF VARIABLE BASE CERTIFICATES ARE HEREBY NOTIFIED THAT THE SELLER OF ANY
VARIABLE BASE CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SECTION 5 OF THE ACT PROVIDED BY RULE 144A UNDER THE ACT.

THIS VARIABLE BASE CERTIFICATE, OR A BENEFICIAL INTEREST HEREIN, MAY NOT BE
TRANSFERRED UNLESS THE TRUSTEE HAS RECEIVED (I) A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SUBJECT TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
DEFINED IN SECTION 3(32) OF ERISA OR SECTION 414(d) OF THE CODE SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
("SIMILAR LAW") (EACH, A "BENEFIT PLAN") AND IS NOT AN ENTITY INCLUDING AN
INSURANCE COMPANY SEPARATE ACCOUNT OR AN INSURANCE COMPANY GENERAL ACCOUNT IF THE ASSETS IN ANY SUCH
ACCOUNTS CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF REGULATION SECTION 2510.3-101 OF ERISA,
WHOSE UNDERLYING ASSETS INCLUDE BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN THE
ENTITY (SUCH BENEFIT PLAN OR ENTITY, A "BENEFIT PLAN INVESTOR") AND (II) A CERTIFICATE TO
THE EFFECT THAT IF THE TRANSFEREE IS A PARTNERSHIP, GRANTOR TRUST OR S CORPORATION FOR FEDERAL
INCOME TAX PURPOSES (A "FLOW-THROUGH ENTITY"), ANY VARIABLE BASE CERTIFICATES OWNED BY
SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS THAN 50% OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH
FLOW-THROUGH ENTITY AND NO SPECIAL ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH
VARIABLE BASE CERTIFICATES WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH ENTITY.


THIS VARIABLE BASE CERTIFICATE MAY NOT BE TRANSFERRED TO ANY PERSON AS TO WHICH
THE TRUSTEE HAS NOT RECEIVED WRITTEN NOTICE FROM THE DEPOSITOR THAT THE DEPOSITOR IS, IN ITS SOLE
DISCRETION, SATISFIED THAT SUCH PERSON IS SUFFICIENTLY CAPITALIZED AND OTHERWISE DEMONSTRABLY
CAPABLE OF SATISFYING THE OBLIGATIONS OF A VBC HOLDER WITH RESPECT TO ADVANCING FUNDS TO THE TRUST
IN CONNECTION WITH ANY "INCREASE" IN THE VBC PRINCIPAL BALANCE AND VBC INVESTED AMOUNT
EVIDENCED HEREBY AS AND WHEN REQUIRED PURSUANT TO THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT
TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE PERMITTED UNLESS IMMEDIATELY AFTER GIVING EFFECT TO SUCH RESALE OR OTHER TRANSFER,
THERE WOULD BE FEWER THAN 100 CERTIFICATEHOLDERS.

THE PRINCIPAL OF THIS VARIABLE BASE CERTIFICATE IS PAYABLE, SUBJECT TO THE
AVAILABILITY OF FUNDS THEREFOR, PURSUANT TO ARTICLE IV AND ARTICLE VI OF THE AMENDED AND RESTATED
SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  THE PRINCIPAL
AMOUNT HEREOF IS SUBJECT TO INCREASE AS INCREASES ARE FUNDED BY THE HOLDER HEREOF PURSUANT TO
SECTION 6.1 OF THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.  THE MAXIMUM PRINCIPAL AMOUNT HEREOF WILL BE THE AMOUNT SPECIFIED AS
THE MAXIMUM PORTION OF THE VBC INVESTED AMOUNT THAT MAY BE REPRESENTED HEREBY ON THE FACE OF THIS
VARIABLE BASE CERTIFICATE.  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS VARIABLE BASE CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE MAXIMUM PRINCIPAL AMOUNT HEREOF, AND THE PORTION OF THE VBC INVESTED
AMOUNT REPRESENTED HEREBY (WHICH AMOUNT IS RELEVANT FOR DETERMINING THE AMOUNT OF COLLECTIONS THAT
WILL BE ALLOCABLE TO MAKE PAYMENTS OF INTEREST ACCRUED HEREON OR PRINCIPAL HEREOF) MAY AT ANY TIME
BE LESS THAN THE PRINCIPAL AMOUNT HEREOF.

THIS VARIABLE BASE CERTIFICATE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED
OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, GOTTSCHALKS INC., GOTTSCHALKS CREDIT RECEIVABLES
CORPORATION, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.  INTEREST ACCRUED ON AND PRINCIPAL
OF THIS VARIABLE BASE CERTIFICATE ARE PAYABLE SOLELY FROM AMOUNTS DEPOSITED IN THE COLLECTION
ACCOUNT AND ALLOCABLE FOR SUCH PURPOSES IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN AND THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT THERETO."


	No transfer of any Variable Base Certificates shall
be made unless such resale or transfer is made (i) pursuant to an effective registration statement
under the 1933 Act, (ii) in a transaction (other than a transaction in clause (iv) below) exempt
from the registration requirements of the 1933 Act and applicable state and foreign securities laws,
(iii) to the Depositor or (iv) to a Person who the transferor of such Variable Base Certificate
reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the
1933 Act and that is aware that the resale or other transfer is being made in reliance on Rule 144A
or to an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7)
under the 1933 Act (an "Institutional Accredited Investor").  In the event that a transfer
is to be made as described in clause (ii) of the preceding sentence, the prospective transferee
shall deliver or cause to be delivered an Opinion of Counsel in form and
substance satisfactory to the Trustee and the Depositor to the effect that such transfer may be made
without registration under the 1933 Act or any applicable state or foreign securities laws.  In the
event that a transfer is to be made to an Institutional Accredited Investor as described in clause
(iv) or in a transaction as described in clause (ii), the Trustee shall require that the transferee
execute a representation letter acceptable to and in form and substance satisfactory to the Trustee
(provided that the form attached as Exhibit C or Exhibit D, as applicable, shall be deemed
acceptable if it is completed in a manner acceptable to the Trustee) certifying to the Trustee the
facts surrounding such transfer, which representation letter shall not be at the expense of the
Trustee, the Depositor or the Servicer.  In the case of a transfer under either clause (ii) or
clause (iv), the Holder of a Variable Base Certificate desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Depositor and the Servicer against any liability
that may result if the transfer is not so exempt or is not made in accordance with the 1933 Act and
such state and foreign securities laws.  Neither the Depositor, the Servicer nor the Trustee is
under any obligation to register any Variable Base Certificates under the 1933 Act or any applicable
state or foreign securities laws.  Prospective purchasers of Variable Base Certificates are hereby
notified that the seller of any Variable Base Certificate may be relying on the exemption from the
registration requirements of Section 5 of the Act provided by Rule 144A under the Act.


	Variable Base Certificates or beneficial interests
therein may not be transferred unless the Trustee has received a certificate to the effect that if
the transferee is a partnership, grantor trust or S corporation for federal income tax purposes (a
"Flow-Through Entity"), any Variable Base Certificates owned by such Flow-Through Entity
will represent less than 50% of the value of all the assets owned by such Flow-Through Entity and no
special allocation of income, gain, loss, deduction or credit from such Variable Base Certificates
will be made among the beneficial owners of such Flow-Through Entity. 


	No Variable Base Certificate or beneficial interest
therein may be transferred to a transferee (other than the initial VBC Holder) who is an employee
benefit plan, trust or account, subject to ERISA, or subject to Section 4975 of the Code, or a
governmental plan defined in Section 3(32) of ERISA or Section 414(d) of the Code subject to any
federal, state or local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code, or to an entity, including an insurance company separate account or an insurance
company general account if the assets in any such accounts constitute "Plan Assets" for
the purposes of regulation Section 2510-3101 of ERISA, whose underlying assets include Benefit Plan
assets by reason of a Benefit Plan's investment in the entity.  Unless the Trustee shall have
received a certificate from the transferee (other than the initial VBC Holder) making the
representations with respect to such ERISA matters set forth in Exhibit C hereto, the Trustee shall
not permit a transfer of Variable Base Certificates to such transferee.


	No Variable Base Certificate or beneficial interest therein may be
transferred to any person as to which the Trustee has not received written notice from the Depositor
that the Depositor is, in its sole discretion, satisfied that such person is sufficiently
capitalized and otherwise demonstrably capable of satisfying the obligations of a VBC Holder with
respect to advancing funds to the Trust in connection with any Increase as and when required
pursuant to this Supplement.


	The Depositor shall, whenever the Trust is not
subject to Section 13 or 15(d) of the Exchange Act, make available, upon request, to any holder of
such Variable Base Certificates in connection with any sale thereof and any prospective purchaser of
Variable Base Certificates from such holder the information specified in Rule 144A(d)(4) under the
1933 Act.


	In addition, no resale or other transfer of the
Variable Base Certificates or any interest therein shall be permitted unless immediately after
giving effect to such resale or other transfer, there would be fewer than 100 VBC Holders.  The
Trustee will not register the transfer of any Certificate unless it has received an opinion of
counsel reasonably satisfactory to it and to the Servicer to the effect that the foregoing condition
has been satisfied.


	Prior to due presentation of a Variable Base
Certificate for registration of transfer, the Trustee and any of its agents may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions and for all other purposes whatsoever, and neither the Trustee, nor any of
its agents shall be affected by any notice to the contrary.


	The Trustee may conclusively rely and shall be fully
protected in acting upon any certificate or investment representation letter delivered to it under
this Article VI or under Article VI of the Agreement.


	The Exchangeable
Certificate.  In connection with the issuance of the Variable Base Certificates, the
Trustee will cancel the Exchangeable Certificate issued on the Series 1999-1 Closing Date and issue
a single new Exchangeable Certificate issued in definitive registered form, executed, authenticated
and delivered as provided in Section 6.02 of the Agreement, evidencing the entire Depositor Interest
as the same has been reduced by the interests evidenced by the Variable Funding
Certificates.




	



Early Amortization Events; Servicer Defaults; Merger of
Servicer






	Additional Early Amortization
Events.  If any one or more of the following events shall occur:

(a)an Early Amortization Event as defined in the
Series 1999-1 Supplement occurs; or

(b)failure on the part of the Depositor (i) to make any payment or deposit
required to be made by the Depositor by the terms of (A) the Agreement or (B) this Series
Supplement, within five Business Days of Depositor's receipt of written notice of such nonpayment or
(ii) duly to observe or perform in any material respect any covenants or agreements of the Depositor
set forth in the Agreement or this Series Supplement, which failure to observe or perform has a
material adverse effect on the VBC Holders and which continues unremedied for a period of 60 days
after the earlier of (A) the date the Depositor has knowledge thereof and (B) the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to the
Depositor by the Trustee, or to the Depositor and the Trustee by the VBC Holders representing more
than 50% of the VBC Invested Amount, and continues to affect materially
and adversely the interests of the VBC Holders for such period; or

(c)the VBC Invested Amount is not reduced to zero on
or before the related Expected Final Distribution Date (as the same has been reextended pursuant to
Section 6.2 hereof), or any Controlled Amortization Amount or Commitment Termination Payment is not
paid in full when due; or

(d)any representation or warranty made by the
Depositor in the Agreement or this Series Supplement, or any information contained in a computer
file or microfiche list or written list required to be delivered by the Depositor pursuant to
Section 2.01, 2.06 or 2.08 of the Agreement, (i) shall prove to have been incorrect in any material
respect when made or when delivered, which continues to be incorrect in any material respect for a
period of 60 days after the earlier of (A) the date the Depositor has knowledge thereof and (B) the
date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Depositor by the Trustee, or to the Depositor and the Trustee by the VBC Holders
representing more than 50% of the VBC Invested Amount, and (ii) as a result of which the interests
of the VBC Holders are materially and adversely affected and continue to be materially and adversely
affected for such period; provided, however, that an Early Amortization Event pursuant
to this Section 7.1(d) shall not be deemed to have occurred hereunder if such Early Amortization
Event related to the breach of a representation or warranty that may be cured by reassignment of the
affected Receivables pursuant to Section 2.03 or 2.04 of the Agreement and if the Depositor has
accepted reassignment of or repurchased the related Receivables, or all of such Receivables, if
applicable, during such period in accordance with the provisions of the Agreement; or

(e)the sum of (A) the Exchangeable Holder's Interest
plus (B) the Principal Receivables that are Eligible Past Due Receivables plus (C) the Retained
Exchangeable Amount is reduced below the Required Exchangeable Certificate Amount; or

(f)taken as an average of the relevant calculation
for each of the three preceding calendar months: 

(i)the Portfolio Yield is less than 12.0%; 

(ii)the Default Rate exceeds 10.0%; 

(iii)the Excess Spread is less than 1.0%; 

(iv)the Delinquency Rate exceeds 3.00%; or

(v)the Monthly Payment Rate is less than 17.5%;

(g)the rating of the Variable Base Certificates is withdrawn or downgraded
below BBB;

(h)the balance of the Investor Component of the Retained Amount Account is
required to exceed $3.5 million for 60 consecutive days;


then, in the case of any such event described in this Section 7.1, subject to
applicable law, an Early Amortization Event shall occur without any notice or other action on the
part of the Trustee or the VBC Holders (except as otherwise provided in any such subsection),
immediately upon the occurrence of such event.


	Waiver.  Notwithstanding the declaration or occurrence of an Early
Amortization Period, the VBC Holders representing more than 50% of the VBC Invested Amount may, by
written notice to the Trustee, waive such Early Amortization Event.  Such waiver shall be binding
upon all VBC Holders and the other parties to this Series Supplement.  In the case of such a waiver,
all parties hereto and all such VBC Holders shall be restored to their former positions and rights
hereunder and any such Early Amortization Period shall be deemed not to be continuing; provided,
however, this Section 7.2 shall not apply in the case that a Servicer Default described in clause
(a) or (d) of Section 7.3 results in an Early Amortization Event of the type described in Section
9.01(c) of the Agreement.


	Additional Servicer
Defaults.  If any one of the following events shall occur and be continuing with respect
to the Servicer, it shall be deemed a Servicer Default, subject to the provisions of Section 10.01
of the Agreement:



	the replacement for any reason of Gottschalks as the Servicer; provided,
however, a Servicer Default shall not be deemed to have occurred if (i) such Successor Servicer,
immediately after giving effect to such transaction, has a financial condition, taking into account
such elements as (1) liquidity, (2) leverage position and (3) net worth, equal to or stronger than
Gottschalks, and (ii) such Servicer has been appointed with Consent of Certificateholders, such
consent not to be unreasonably withheld in accordance with Section 8.04 of the Agreement;
or


	the Servicer shall have received a qualified opinion from its Independent
Certified Public Accountants arising from the discovery of an accounting irregularity.

(c)the Servicer's Adjusted Net Worth, determined on any day in accordance
with generally accepted accounting principles shall be less than the greater of I) $70 million or
(ii) the amount stipulated in the Servicer's line of credit agreement with Congress Financial
Corporation, Western (or any replacement line of credit).

(d)a final judgment, claim, suit, or fine shall have been entered against, or
a nonappealable fine imposed upon, the Servicer which creates a liability of more than $1,000,000 in
excess of insured amounts and has not been stayed (by appeal or otherwise), vacated, discharged or
otherwise satisfied within 60 calendar days of the entry of such final judgment.

(e)Gottschalks fails to maintain a credit facility equal to or greater than
the lesser of (i) $80 million or (ii) $95 million less any amounts raised subsequent to the Series
1999-1 Closing Date pursuant to any offerings of equity securities or offerings of subordinated debt
whose maturity extends beyond the Distribution Date in August 2004.

(f)Jim Famalette (i) has become deceased, (ii) has been rendered unable to
work for a period of six consecutive months, (iii) has resigned from Gottschalks or (iv) has
otherwise ceased working for Gottschalks and has not been replaced within 150 days (after the
initial instance described in (i), (ii), (iii) or (iv) above) with a replacement which is acceptable
to the VBC Holders holding more than 50% of the VBC Invested Amount (whose acceptance will not be
unreasonably withheld).


	Merger or Consolidation of,
or Assumption of, the Obligations of the Servicer.  The Servicer shall not consolidate
with or merge into any other entity or convey or transfer its properties and assets substantially as
an entirety to any Person, unless the requirements of Section 8.04 of the Agreement are satisfied
and:



	immediately after giving effect to such transaction, the financial condition
of the Servicer, taking into account such elements as (i) liquidity, (ii) leverage position and
(iii) net worth shall be equal to or stronger than Gottschalks; and


	the Servicer shall have obtained the consent of VBC Holders representing more
than 50% of the VBC Invested Amount (not to be unreasonably withheld in the event the Rating Agency
Condition shall have been satisfied).


	



Optional Repurchase




	Optional
Repurchase.  Subject to other provisions of this Section 8.1, on any Distribution
Date occurring after the termination of the Revolving Period on or after which the Adjusted Invested
Amount of the Variable Base Certificates is reduced to an amount less than or equal to 10% of the
Series 2000-1 Maximum Invested Amount, the Servicer shall have the option to purchase the entire
amount of, but not less than the entire amount of, the Receivables, at a purchase price equal to the
sum of the Optional Purchase Prices specified in each Supplement for such Distribution Date.  The
Servicer hereby agrees not to exercise its purchase option under this Section 8.1 unless it
concurrently exercises each similar purchase option specified in each other outstanding Supplement.
In addition, the Servicer will not be entitled to exercise any similar purchase option under any
other Supplement unless it concurrently exercises the purchase option under this Section
8.1.

The Depositor shall give the Servicer and the Trustee at
least ten (10) days' prior written notice of the Distribution Date on which the Depositor intends to
exercise such purchase option.  Not later than 12:00 noon, New York City time, on such Distribution
Date the Servicer shall deposit the Optional Purchase Price into the Collection Account in
immediately available funds.  Such purchase option is subject to payment in full of the Optional
Purchase Price.  The portion of the Optional Purchase Price allocable to the Variable Base
Certificates shall be distributed as set forth in Article IV hereof.


	



Final
Distributions




	Final Distributions.  



	The amount to be deposited into the Collection Account by the
Depositor with respect to the purchase of the Variable Base Certificates
pursuant to Section 2.03 of the Agreement shall equal the Optional Purchase Price as of the first
Distribution Date following the Collection Period in which the obligation arises under the
Agreement.  The Optional Purchase Price deposited into the Collection
Account pursuant to this Section 9.1 or Section 8.1 of this Series Supplement and allocated to
Series 2000-1, shall be applied by the Trustee at the written direction of the Servicer (i.e. as set
forth in the Distribution Date Statement and below), not later than 2:00 p.m., New York City time,
on the Distribution Date on which such amounts are deposited, provided that if such deposit is not
made prior to 1:00 p.m., New York City time, the Trustee shall not be required to make such
applications until the following Business Day (or, in either case, if such date is not a
Distribution Date, on the immediately following Distribution Date).  The Optional Purchase Price
shall be applied on such Distribution Date to pay the following amounts in the following order of
priority: (i) all accrued and unpaid VBC Monthly Interest, Commitment Fees, Breakage Fees and
Administrative Fees (together with any Carryover Interest and Carryover Commitment, Breakage and
Administrative Fees) and (ii) the VBC Principal Balance on such Distribution Date.


	Termination Proceeds deposited into the
Collection Account pursuant to Section 12.02(c) of the Agreement and allocated to Series 2000-1 and
the Certificates, shall be applied by the Trustee at the written direction of the Servicer (i.e. as
set forth in the Distribution Date Statement and below), not later than 2:00 p.m., New York City
time, on the Distribution Date on which such amounts are deposited, provided that if such deposit is
not made prior to 1:00 p.m., New York City time, the Trustee shall not be required to make such
applications until the following Business Day (or, in either case, if such date of distribution is
not a Distribution Date, on the immediately following Distribution Date).  Termination Proceeds shall be applied to pay the following amounts in
the following order of priority: (i) all accrued and unpaid VBC Monthly Interest, Commitment Fees,
Breakage Fees and Administrative Fees (together with any Carryover Interest and Carryover
Commitment, Breakage and Administrative Fees) and (ii) the VBC Principal Balance.


	Trust Liquidation Proceeds deposited into the
Collection Account pursuant to Section 9.02(c) of the Agreement and allocated to Series 2000-1 shall
be applied by the Trustee at the written direction of the Servicer (i.e. as set forth in the
Distribution Date Statement and below), not later than 2:00 p.m., New York City time, on the
Distribution Date on which such amounts are deposited, provided that if such deposit is not made
prior to 1:00 p.m., New York City time, the Trustee shall not be required to make such applications
until the following Business Day (or, in either case, if such date of distribution is not a
Distribution Date, on the immediately following Distribution Date).
Trust Liquidation Proceeds shall be applied to pay the following amounts in the following order
of priority: (i) all accrued and unpaid VBC Monthly Interest, Commitment Fees, Breakage Fees and
Administrative Fees (together with any Carryover Interest and Carryover Commitment, Breakage and
Administrative Fees) and (ii) the VBC Principal Balance.


	Notwithstanding anything to the contrary contained in
this Series Supplement or the Agreement, any distribution made pursuant to this Section 9.1 shall be
deemed to be a final distribution pursuant to Section 12.02 of the Agreement with respect to the
Certificates.  Any such final distribution shall be made no later than the Distribution Date in
September 2006.


	Notwithstanding Section 12.02 of the Agreement, no
Certificateholder shall be required to surrender its Investor Certificate(s) in order to receive its
final distribution under the Agreement and this Series Supplement.


	



Miscellaneous Provisions




	Ratification of
Agreement. As amended and supplemented by this Series Supplement, the Agreement is
ratified and confirmed and the Agreement as so amended and supplemented by this Series Supplement,
shall be read, taken and construed as one and the same instrument.


	Counterparts.
This Series Supplement may be executed in two or more counterparts, each of which when so executed
shall be deemed to be an original, but all of which shall together constitute but one and the same
instrument.


	Governing Law.
THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


	Rating Agency
Notice. No amendment or waiver with respect to any Early Amortization Event shall be
effective until such time as the Rating Agency has consented to such waiver. 



 

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused this Series
Supplement to be duly executed by their respective officers as of the day and year first above
written.
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION, as Depositor



By: /s/ Michael S. Geele

Title:President



GOTTSCHALKS INC., as Servicer



By: /s/James Famalette

Title:President & CEO



BANKERS TRUST COMPANY, not in its individual capacity but solely as Trustee



By: /s/ Charles C. Greiter

Title:Vice President















 

EXHIBIT A

FORM OF VARIABLE BASE CERTIFICATE

THIS VARIABLE BASE CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON EXEMPTIONS PROVIDED BY THE
1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS.  THE VARIABLE BASE CERTIFICATES ARE ELIGIBLE FOR
PURCHASE PURSUANT TO RULE 144A UNDER THE 1933 ACT.  NO RESALE OR OTHER TRANSFER OF THIS VARIABLE
BASE CERTIFICATE SHALL BE MADE UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION
6.3 OF THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN AND (B) IS MADE EITHER (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE 1933 ACT, (ii) IN A TRANSACTION (OTHER THAN A TRANSACTION IN CLAUSE (iv) BELOW) EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS, (iii) TO
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION (THE "DEPOSITOR") OR (iv) TO A PERSON WHO THE
TRANSFEROR OF THIS VARIABLE BASE CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, OR TO AN INSTITUTIONAL "ACCREDITED INVESTOR" UNDER
RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT.  IN THE EVENT THAT THE TRANSFER OF A VARIABLE
BASE CERTIFICATE IS TO BE MADE AS DESCRIBED IN CLAUSE (ii) OF THE PRECEDING SENTENCE, THE
PROSPECTIVE INVESTOR IS REQUIRED TO DELIVER AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE 1933 ACT OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THE PROSPECTIVE TRANSFEREE IN
A TRANSFER OF A VARIABLE BASE CERTIFICATE TO BE MADE AS DESCRIBED IN CLAUSES (ii) AND (iv) ABOVE
MUST DELIVER TO THE TRUSTEE A REPRESENTATION LETTER REQUIRED BY SECTION 6.3 OF THE AMENDED AND
RESTATED SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
PROSPECTIVE PURCHASERS OF VARIABLE BASE CERTIFICATES ARE HEREBY NOTIFIED THAT THE SELLER OF ANY
VARIABLE BASE CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SECTION 5 OF THE ACT PROVIDED BY RULE 144A UNDER THE ACT.

THIS VARIABLE BASE CERTIFICATE, OR A BENEFICIAL INTEREST HEREIN, MAY NOT BE
TRANSFERRED UNLESS THE TRUSTEE HAS RECEIVED (I) A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SUBJECT TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
DEFINED IN SECTION 3(32) OF ERISA OR SECTION 414(d) OF THE CODE SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
("SIMILAR LAW") (EACH, A "BENEFIT PLAN") AND IS NOT AN ENTITY INCLUDING AN
INSURANCE COMPANY SEPARATE ACCOUNT OR AN INSURANCE COMPANY GENERAL ACCOUNT IF THE ASSETS IN ANY SUCH
ACCOUNTS CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF REGULATION SECTION 2510.3-101 OF ERISA
WHOSE UNDERLYING ASSETS INCLUDE BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN THE
ENTITY (SUCH BENEFIT PLAN OR ENTITY, A "BENEFIT PLAN INVESTOR") AND (II) A CERTIFICATE TO
THE EFFECT THAT IF THE TRANSFEREE IS A PARTNERSHIP, GRANTOR TRUST OR S CORPORATION FOR FEDERAL
INCOME TAX PURPOSES (A "FLOW-THROUGH ENTITY"), ANY VARIABLE BASE CERTIFICATES OWNED BY
SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS THAN 50% OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH
FLOW-THROUGH ENTITY AND NO SPECIAL ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH
VARIABLE BASE CERTIFICATES WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH ENTITY.


THIS VARIABLE BASE CERTIFICATE MAY NOT BE TRANSFERRED TO ANY PERSON AS TO WHICH
THE TRUSTEE HAS NOT RECEIVED WRITTEN NOTICE FROM THE DEPOSITOR THAT THE DEPOSITOR IS, IN ITS SOLE
DISCRETION, SATISFIED THAT SUCH PERSON IS SUFFICIENTLY CAPITALIZED AND OTHERWISE DEMONSTRABLY
CAPABLE OF SATISFYING THE OBLIGATIONS OF A VBC HOLDER WITH RESPECT TO ADVANCING FUNDS TO THE TRUST
IN CONNECTION WITH ANY "INCREASE" IN THE VBC PRINCIPAL BALANCE AND VBC INVESTED AMOUNT
EVIDENCED HEREBY AS AND WHEN REQUIRED PURSUANT TO THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT
TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE PERMITTED UNLESS IMMEDIATELY AFTER GIVING EFFECT TO SUCH RESALE OR OTHER TRANSFER,
THERE WOULD BE FEWER THAN 100 CERTIFICATEHOLDERS.



THE PRINCIPAL OF THIS VARIABLE BASE CERTIFICATE IS PAYABLE, SUBJECT TO THE
AVAILABILITY OF FUNDS THEREFOR, PURSUANT TO ARTICLE IV AND ARTICLE VI OF THE AMENDED AND RESTATED
SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  THE PRINCIPAL
AMOUNT HEREOF IS SUBJECT TO INCREASE AS INCREASES ARE FUNDED BY THE HOLDER HEREOF PURSUANT TO
SECTION 6.1 OF THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.  THE MAXIMUM PRINCIPAL AMOUNT HEREOF WILL BE THE AMOUNT SPECIFIED AS
THE MAXIMUM PORTION OF THE VBC INVESTED AMOUNT THAT MAY BE REPRESENTED HEREBY ON THE FACE OF THIS
VARIABLE BASE CERTIFICATE.  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS VARIABLE BASE CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE MAXIMUM PRINCIPAL AMOUNT HEREOF, AND THE PORTION OF THE VBC INVESTED
AMOUNT REPRESENTED HEREBY (WHICH AMOUNT IS RELEVANT FOR DETERMINING THE AMOUNT OF COLLECTIONS THAT
WILL BE ALLOCABLE TO MAKE PAYMENTS OF INTEREST ACCRUED HEREON OR PRINCIPAL HEREOF) MAY AT ANY TIME
BE LESS THAN THE PRINCIPAL AMOUNT HEREOF.



THIS VARIABLE BASE CERTIFICATE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED
OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, GOTTSCHALKS INC, GOTTSCHALKS CREDIT RECEIVABLES
CORPORATION, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.  INTEREST ACCRUED ON AND PRINCIPAL
OF THIS VARIABLE BASE CERTIFICATE ARE PAYABLE SOLELY FROM AMOUNTS DEPOSITED IN THE COLLECTION
ACCOUNT AND ALLOCABLE FOR SUCH PURPOSES IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN AND THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT THERETO.



GOTTSCHALKS CREDIT CARD MASTER TRUST

VARIABLE BASE CERTIFICATE

SERIES 2000-1



No. CUSIP No. ________



Representing a

Maximum Principal Amount and Maximum Invested Amount

not to exceed

$20,000,000

of the

Series 2000-1 Maximum Invested Amount

of $20,000,000



This certifies that  (the "VBC Holder")
is the registered owner of a fractional undivided interest in certain assets of a trust (the
"Trust") created pursuant to the Pooling and Servicing Agreement, dated as of March 1,
1999, among Gottschalks Credit Receivables Corporation, as depositor (the "Depositor"),
Gottschalks Inc., as servicer (the "Servicer"), and Bankers Trust Company, as trustee (the
"Trustee") (as amended from time to time, the "Pooling and Servicing
Agreement"), as supplemented by the Amended and Restated Series 2000-1 Supplement dated as of
November 15, 2001, among the Depositor, the Servicer and the Trustee (as amended from time to time,
the "Series 2000-1 Supplement").  

This Certificate is one of a series of Investor Certificates entitled
"Gottschalks Credit Card Master Trust, Variable Base Credit Card Certificates, Series 2000-
l" (the "Variable Base Certificates"), each of which are issued under and subject to
the terms, provisions and conditions of the Pooling and Servicing Agreement and the Series 2000-1
Supplement.  By acceptance hereof, the VBC Holder assents to and is bound by the terms, provisions
and conditions of the Pooling and Servicing Agreement and Series 2000-1 Supplement, including the
provisions relating to the obligation of the holder of this Variable Base Certificate to make
advances as and when properly requested pursuant to Article VI of the Series 2000-1 Supplement.


Although a summary of certain provisions of the Pooling and Servicing Agreement
and the Series 2000-1 Supplement is set forth below, this Certificate does not purport to summarize
the Pooling and Servicing Agreement and the Series 2000-1 Supplement and reference is made to the
Pooling and Servicing Agreement and the Series 2000-1 Supplement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee.  A copy of the Pooling and Servicing Agreement and the Series
2000-1 Supplement (without schedules) may be requested from the Trustee by writing to the Trustee at
Bankers Trust Company, Four Albany Street, New York, New York 10006, Attention: Corporate Trust
& Agency Group, Structured Finance Team.  Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement or the Series
2000-1 Supplement, as applicable.  

The corpus of the Trust includes (i) all Receivables sold, transferred, assigned,
set over and otherwise conveyed to the Trust pursuant to Section 2.01 of the Pooling and Servicing
Agreement, (ii) all monies due or to become due and all amount received with respect thereto and all
proceeds thereof (including "proceeds", as defined in Section 9306 of the UCC as in effect
in the State of California), and Miscellaneous Payments, (iii) all monies on deposit in, and
Eligible Investments credited to, the Collection Account and (iv) all monies as are from time to
time available under any Enhancements.  

Payments of VBC Monthly Interest, Commitment Fees, Breakage Fees, Administrative
Fees, Carryover Interest, Carryover Commitment, Breakage and Administrative Fees and principal of
the Variable Base Certificates will be made only from amounts allocated and available therefor in
accordance with Articles IV and VI of the Series 2000-1 Supplement.  The Variable Base Certificates
are not obligations of or guaranteed by Gottschalks Inc., Gottschalks Credit Receivables
Corporation, the Trustee or any of their respective affiliates.

Subject to the more detailed provisions concerning allocations and distributions
with respect to the Variable Base Certificates set forth in the Series 2000-1 Supplement, payments
in respect of interest accrued during each Interest Period and Commitment Fees accrued during each
Interest Period or portion thereof that is during the related Commitment Period will be made on the
15th day of each calendar month, or if such day is not a Business Day, then on the next
succeeding Business Day.  Although the Servicer may direct the Trustee to make a Discretionary
Prepayment of principal of the Variable Base Certificates on any Business Day (on three days prior
notice), principal of the Variable Base Certificates generally will not be payable until the
Distribution Date in the first month following the month in which the Controlled Amortization Period
commences.  Notwithstanding the foregoing, principal of the Variable Base Certificates will be
payable on any Distribution Date in a month following the month during which any Early Amortization
Event occurs.

Interest shall accrue on the VBC Invested Amount from the date of issuance to and
including the last day of the first Interest Period and, during each Interest Period thereafter, at
the rate of the greater of (i) LIBOR + 2.75% per annum (or if LIBOR cannot be determined as
described in the Series 2000-1 Supplement, at the Base Rate plus 2.75% per annum) or (ii) 5.00% per
annum, plus, during any Downgrade Period, an additional 0.50% per annum.  Commitment Fees will
accrue on the portion of the VBC Unfunded Amount allocable to this Variable Base Certificate at the
rate of 0.25% per annum during each Interest Period (or portion thereof) that is during the
Commitment Period for this Variable Base Certificate.  

The Commitment Period for this Variable Base Certificate will be the period
commencing on the Closing Date and ending on the earliest to occur of: (i) the last day of the
Revolving Period and (ii) October 31, 2002; provided that, at least 90 days prior to the end of any
Commitment Period, the Trust and the holder of this Variable Base Certificate may agree (but neither
is required to agree) to extend the Commitment Period applicable to this Variable Base Certificate
for up to an additional 364 days (but not beyond July 31, 2003), in which case, the related
Commitment Period will end on the last day of the related Commitment Period as so extended.  The
holder of this Variable Base Certificate will be required to advance funds in response to requests
for drawings only during the Commitment Period applicable to this Variable Base Certificate, and
only of all conditions precedent to such drawings are satisfied as of the dates on which such
advances are to be made.

The VBC Holder, by its acceptance of this Variable Base Certificate, agrees that
if it is offered the right to reextend the related Commitment Period and does not agree to any such
extension or reextension within the time frame described in Section 6.2(a) of the Supplement, it
will sell such unextended Variable Base Certificate to any Person designated by the Depositor at a
price not less than the outstanding VBC Principal Balance of such Variable Base Certificate.  

Payments of principal with respect to the Variable Base Certificates are limited
to the unpaid VBC Principal Balance.  Principal with respect to the Variable Base Certificates will
be payable on Distribution Dates following the commencement of the Controlled Amortization Period or
an Early Amortization Period, but Discretionary Prepayments may be made on any Business Day (with
three days' notice), and in any case will be made based on the availability of amounts allocable or
distributable in respect thereof in accordance with the priorities of payments described in the
Pooling and Servicing Agreement and the Series 2000-1 Supplement.  If the principal of the Variable
Base Certificates has not been paid in full prior to the September, 2006 Distribution Date, the
Trustee will use its best efforts to sell or cause to be sold Receivables (or interests therein) in
an amount equal to the interest in the Pool Balance represented by the Variable Base Certificates,
subject to certain limitations, and shall immediately deposit the proceeds thereof into the
Collection Account for allocation and distribution in accordance with the Agreement.

The Variable Base Certificates are issuable only in minimum denominations of
$l00,000 and integral multiples of $100,000 in excess thereof.  The transfer of this Certificate
shall be registered in the Certificate Register upon surrender of this Certificate for registration
of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee or the Transfer Agent and
Registrar, duly executed by the VBC Holder or such VBC Holder's attorney-in-fact, and duly
authorized in writing with such signature guaranteed, and thereupon one or more new Variable Base
Certificates in authorized denominations of like aggregate amount will be issued to the designated
transferee or transferees.

The Depositor has structured the Pooling and Servicing Agreement, the Series
2000-1 Supplement and the Variable Base Certificates with the intention that the Investor
Certificates will qualify under applicable federal, state, local and foreign tax law as indebtedness
of the Depositor.  The Depositor, the Servicer and each Holder of this Variable Base Certificate
agree to treat and to take no action inconsistent with the treatment of this Variable Base
Certificate (or any beneficial interest herein) as indebtedness of the Depositor for purposes of
federal, state, local and foreign income or franchise taxes and any other tax imposed on or measured
by income.  Each Holder of this Variable Base Certificate, by acceptance of this Variable Base
Certificate, agrees to be bound by the provisions of Section 3.07 of the Pooling and Servicing
Agreement.

The Pooling and Servicing Agreement and any Supplement may be amended from time
to time, in certain circumstances, by the Servicer, the Depositor, the Trustee and (if the Seller is
not the Servicer) the Seller without the consent of any of the Certificateholders.  The Pooling and
Servicing Agreement and any Supplement may also be amended from time to time as specified by the
Pooling and Servicing Agreement by the Servicer, the Depositor and the Trustee, upon satisfaction of
the Rating Agency Condition with the consent of (i) the Holder of the Exchangeable Certificate, if
it would be adversely affected by such amendment, and (ii) the Holders of Investor Certificates
evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of
all adversely affected Series, for the purpose of adding any provisions to or changing in any manner
or eliminating or waiving any of the provisions of the Pooling and Servicing Agreement or any
Supplement or of modifying in any manner the rights of the related Certificateholders.  Any such
amendment and any such consent by the Holder of this Variable Base Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Variable Base Certificate and of any
Variable Base Certificate issued in exchange hereof or in lieu hereof whether or not notation
thereof is made upon this Variable Base Certificate.

Other then with respect to the Initial Holder, this Certificate may not be
acquired or held by or for the account of any employee benefit plan or individual retirement account
subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, or any trust established
under any such employee benefit plan or individual retirement account (or established to hold the
assets thereof), or any "governmental plan" (as defined in section 3(32) of ERISA or
Section 414(d) of the Code) or subject to any law or regulation similar to those contained in
Section 406 of ERISA or Section 4975 of the Internal Revenue Code (each such employee benefit plan,
individual retirement account and trust, an "ERISA Plan").  No part of the funds used by
any Person to acquire or hold this Certificate may constitute assets (within the meaning of ERISA
and any applicable rules and regulations) of an ERISA Plan.  

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.



IN WITNESS WHEREOF, the Depositor has caused this Certificate to be duly
executed.
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION, as Depositor

By: _____________________________

      Name:

      Title: 













CERTIFICATE OF AUTHENTICATION

This is one of the Gottschalks Credit Card Master Trust Variable Base Credit Card
Certificates, Series 2000-1 referred to in the Amended and Restated Series Supplement.
BANKERS TRUST COMPANY, not in its individual capacity, but solely in its capacity
as Trustee

By: _____________________________

Name:

Title: 













Dated:



ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: 



(name and address of assignee)

the within Variable Base Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints Bankers Trust Company, a New York banking corporation, not in its
individual capacity but solely as Trustee, to transfer said Variable Base Certificate on the books
kept for registration thereof, with full power of substitution in the premises. 

Dated:*/

Signature: 

*/ 

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner
as it appears on the face of the within Variable Base Certificate in every particular, without
alteration, enlargement or any change whatever.



 

EXHIBIT B

FORM OF DETERMINATION DATE STATEMENT



GOTTSCHALKS CREDIT CARD MASTER TRUST

(SERIES 2000-1)



 

EXHIBIT C

FORM OF RULE 144A TRANSFEREE CERTIFICATE


Gottschalks Credit Receivables CorporationBankers Trust Company

7 River Place Eastas Trustee

Fresno, California 93729Four Albany Street

New York, New York 10006


Re:Gottschalks Credit Card Master Trust; 
Variable Base Credit Card Certificates, Series 2000-1




Ladies and Gentlemen:


__________________________ (the "Purchaser") is today purchasing in a
private resale from ___________________________ (the "Seller") $_______ aggregate
principal amount of Variable Base Credit Card Certificates, Series 2000-1 (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement dated as of March
1, 1999, as amended (the "Pooling Agreement") among Gottschalks Credit Receivables
Corporation, as depositor (the "Depositor"), Gottschalks Inc., as servicer (the
"Servicer") and Bankers Trust Company, as trustee (the "Trustee"), and the
Amended and Restated Series 2000-1 Supplement and, together with the Pooling Agreement, the
"Agreement" thereto, dated as of November 15, 2001 (the "Supplement") among the
Depositor, the Servicer and the Trustee.  The Certificates are securities issued by and evidencing
interests in the Gottschalks Credit Card Master Trust (the "Trust") formed pursuant to the
Agreement.

In connection with the purchase of the Certificates, the Purchaser hereby
represents and warrants to each of you as follows:

1.The Purchaser understands that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any state or foreign jurisdiction.

2.The Purchaser is acquiring the Certificates for its own account (or for the
account of a qualified institutional buyer as defined in Rule 144A under the Securities Act) only
for investment and not for any other person, and not with a view to, or for resale in connection
with, a distribution that would constitute a violation of the Securities Act or any state or foreign
securities laws (subject to the understanding that disposition of the Purchaser's property will
remain at all times within its control).  The Purchaser does hereby agree to indemnify the Trustee,
its officers, directors, agents and employees, the Servicer and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance with the Securities
Act and such state and foreign securities laws.  The Purchaser is not an affiliate of The Servicer,
the Depositor, the Trustee or any of their respective affiliates.

3.The Purchaser agrees that the Certificates must be held indefinitely by it
unless (i) the Certificates are subsequently registered under the Securities Act or (ii) an
exemption from the registration requirements of the Securities Act is available.

4.The Purchaser agrees that if at some time it wishes to dispose of or
exchange any of the Certificates, it will not transfer or exchange any of the Certificates unless
such transfer or exchange is in accordance with the provisions of Article VI of the Agreement and
Article VI of the Supplement.

5.The Purchaser is a qualified institutional buyer as defined in Rule 144A of
the Securities Act and has completed one of the forms of certification to that effect attached as
Annexes hereto, it is aware that the sale to it is being made in reliance on Rule 144A, it is
acquiring the Certificates for its own account or for the account of a qualified institutional buyer
and it understands that such Certificates may be resold, pledged or transferred by the Purchaser
only (i) to a person who the Purchaser reasonably believes is a qualified institutional buyer that
purchases for its own account or for the account of a qualified institutional buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (ii) pursuant
to another exemption from registration under the Securities Act and applicable state and foreign
securities laws.

6.Neither the Purchaser nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of any Certificate, any interest in any Certificate
or any other similar security of the Depositor or the Trust to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate
or any other similar security of the Depositor or the Trust with, any person in any manner, or made
any general solicitation by means of general advertising or in any other manner, or taken any other
action, which would constitute a distribution of the Certificates under the Securities Act or which
would render the disposition of any Certificate a violation of Section 5 of the Securities Act or
any state or foreign securities law, require registration or qualification pursuant thereto, or
require registration of the Trust or the Depositor as an "investment company" under the
Investment Company Act of 1940, as amended, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to the Certificates.

7.The Purchaser understands that there is no market, nor is there any
assurance that a market will develop, for the Certificates and that the Depositor, the Servicer and
the Trust have no obligation to make or facilitate any such market (or to otherwise repurchase the
Certificates from the Purchaser) under any circumstances.

8.The Purchaser has consulted with its own legal counsel, independent
accountants and financial advisors to the extent it deems necessary regarding the tax consequences
to it of ownership of the Certificates, is aware that its taxable income with respect to the
Certificates in any accounting period may not correspond to the cash flow (if any) from the
Certificates for such period, and is not purchasing the Certificates in reliance on any
representations of the Depositor, the Servicer or their counsel with respect to tax matters.

9.The Purchaser has reviewed the Information Memorandum with respect to the
Certificates dated November 15, 2001 (the "Information Memorandum"), and has had the
opportunity to ask questions and receive answers concerning the terms and conditions of the
transaction contemplated by the Information Memorandum and to obtain additional information
necessary to verify the accuracy and completeness of any information furnished to the Purchaser or
to which the Purchaser had access.

10.The Purchaser understands that the Certificates will bear legends
substantially as set forth in the Agreement.

11.The Purchaser hereby further agrees to be bound by all the terms and
conditions of the Certificates as provided in the Agreement.

12.The Purchaser is not an employee benefit plan, trust or account subject to
Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
a governmental plan defined in section 3(32) of ERISA or Section 414(d) of the Code subject to any
federal, state or local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code ("Similar Law") (each, a "Benefit Plan") and is not an entity,
including an insurance company separate account or an insurance company general account if the
assets in any such accounts constitute "plan assets" for purposes of regulation section
2510.3-101 of ERISA whose underlying assets include Benefit Plan assets by reason of a Benefit
Plan's investment in the entity.

13.If the Purchaser (and if the Purchaser is acquiring the Certificates for
an account as provided in paragraph 5 above, such account) is a partnership, grantor trust or S
corporation for federal income tax purposes (a "flow-through entity"), any Certificates
owned by such flow-through entity will represent less than 50% of the value of all the assets owned
by such flow-through entity and no special allocation of income, gain, loss, deduction or credit
from such Certificates will be made among the beneficial owners of such flow-through entity.

14.If the Purchaser sells any of the Certificates, the Purchaser will obtain
from any subsequent Purchaser the same representations contained in this Representation Letter.

Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Agreement.



The representations and warranties contained herein shall be binding upon the
heirs, executors, administrators and other successors of the undersigned.  If there is more than one
signatory hereto, the obligations, representations, warranties and agreements of the undersigned are
made jointly and severally.

Executed at ___________, this_ day of ____.

__________________________________

Purchaser's Name (Print)


By _______________________________
Signature



Its _______________________________
Address of Purchaser



________________________________

Purchaser's Taxpayer

Identification Number



Annex 1













to Exhibit C

Qualified Institutional Buyers Status Under Rule 144A

(Buyers other than investment companies)


Gottschalks Credit Receivables CorporationBankers Trust Company

7 River Place Eastas Trustee

Fresno, California 93729Four Albany Street

New York, New York 10006


 

Re:Gottschalks Credit Card Master Trust;
Variable Base Credit Card Certificates, Series 2000-1




Name of Buyer:  ("Buyer")


Dear Sirs:


I hereby certify that as indicated below, I am the President, Chief
Executive/Financial Officer, Senior Vice President or other executive officer of Buyer.

In connection with purchases by Buyer from time to time, I hereby certify to you
and, if you act as broker for one or more customers, to such customers, that Buyer is a
"qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933,
as amended ("Rule 144A"), because (i) Buyer owned and/or invested on a discretionary basis
$______ in securities (except for the excluded securities referred to below) as of the end of
Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
Buyer satisfies the criteria in the initialed category marked below.

Corporation, etc.  Buyer is a corporation (other than a bank, savings and
loan association or similar institution), Massachusetts or similar business trust, partnership, or
charitable organization described in Section 501(c)(3)of the Internal Revenue Code of 1986, as
amended.

Bank.  Buyer (a) is a national bank or banking institution organized under
the laws of any State, territory or the District of Columbia the business of which is substantially
confined to banking and is supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements (which are not more than
16 months old), a copy of which is attached hereto.

Savings and Loan.  Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar institution, which is
supervised  and examined by a State or Federal authority having supervision over any such
institution or is a foreign savings and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements
(which are not more than 16 months old), a copy of which is attached hereto.

Broker-dealer.  Buyer is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended (the "1934 Act") acting in a riskless
principal transaction or as an agent on a non discretionary basis for a "qualified
institutional buyer" or that, in the aggregate, owns and invests on a discretionary basis at
least $10 million of securities of issuers that are not affiliated with such dealer.

Insurance Company.  Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the insurance commissioner or a similar
official or agency of a State, territory or the District of Columbia.

Investment Company or Small Business Investment
Company.Registered under Section 2(a)(48) of the Investment Company Act of 1940, as
amended.

State or Local Plan.  Buyer is a plan established and maintained by a
State, its political subdivisions or any agency or instrumentality of a State or its political
subdivisions, for the benefit of its employees.

ERISA Plan.  Buyer is an employee benefit plan within the meaning of Title
I of the Employee Retirement Income Security Act of 1974, as amended.

Investment Advisor.  Buyer is an investment advisor registered under the
Investment Advisers Act of 1940, as amended.

The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with Buyer, (ii) securities that are part of an unsold allotment to or
subscription by Buyer (if Buyer is a dealer), (iii) securities issued or guaranteed by the United
States or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
participations, (vi) repurchase agreements, (vii) securities owned subject to a repurchase agreement
and (viii) currency, interest rate and commodity swaps.

For purposes of determining the aggregate of securities owned and/or invested on
a discretionary basis by Buyer, Buyer used the cost of such securities to Buyer and did not include
any of the securities referred to in the preceding paragraph.

Further, in determining such aggregate amount, Buyer may have included securities
owned by subsidiaries of Buyer, but only if such subsidiaries are consolidated with Buyer in its
financial statements prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under Buyer's direction.  However, such securities were
not included if Buyer is a majority-owned, consolidated subsidiary of another enterprise and Buyer
is not itself a reporting company under the 1934 Act.

Buyer acknowledges that it is familiar with Rule 144A and understands that you
and your customers (if you act as a broker for one or more customers) are and will continue to rely
on the statements made herein because one or more sales by you for your own account or your
customer's account to Buyer may be in reliance on Rule 144A.

Will Buyer be purchasing Rule 144A securities only for Buyer's own account?

Yes___No___

If the answer to this question is "no," Buyer agrees that, in
connection with any purchase of securities sold to Buyer for the account of a third party (including
any separate account) in reliance on Rule 144A, Buyer will only purchase for the account of one
third party and such third party at the time is a "qualified institutional buyer" within
the meaning of Rule 144A.  In addition, Buyer agrees that Buyer will not purchase securities for a
third party unless Buyer has obtained a current representation letter from such third party or taken
other appropriate steps contemplated by Rule 144A to conclude that such third party independently
meets the definition of "qualified institutional buyer" set forth in Rule 144A.

Buyer agrees to notify you of any changes in the information and conclusions
herein. Until such notice is given to you, Buyer's purchase of securities from you, or through you
from your customers, will constitute a reaffirmation of the foregoing certifications and
acknowledgments as of the date of such purchase.  Further, if Buyer is a bank or savings and loan as
provided above, Buyer agrees that it will furnish you with updated annual financial statements
promptly after they become available.



Date: ____________________

Very truly yours,

______________________________

Print Name of Buyer


 

By: ___________________________
Name:

Title:


 

 
















Annex 2

to Exhibit C


Qualified Institutional Buyer Status Under Rule 144A

(Buyers that are registered investment companies)


Gottschalks Credit Receivables CorporationBankers Trust Company

7 River Place Eastas Trustee

Fresno, California 93729Four Albany Street

New York, New York 10006


Re:Gottschalks Credit Card Master Trust;
Variable Base Credit Card Certificates, Series 2000-1




Name of Buyer: _____________ ("Buyer")


Name of Investment Adviser: _____________ ("Adviser")



I hereby certify that, as indicated below, I am the President, Chief
Executive/Financial Officer or Senior Vice President of Buyer or, if Buyer is a "qualified
institutional buyer" as defined in Rule 144A ("Rule 144A") under the Securities Act
of 1933, as amended, because Buyer is part of a Family of Investment Companies (as defined below) of
Adviser.

In connection with purchases by Buyer from time to time, I hereby certify to you
and, if you act as broker for one or more customers, to such customers, that Buyer is a
"qualified institutional buyer" as defined in Rule 144A because (i) Buyer is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below,
Buyer alone, or Buyer's Family of Investment Companies, owned at least $100,000,000 in securities
(other than the excluded securities referred to below) as of the end of Buyer's most recent fiscal
year.
Buyer owned $                in securities (other than the excluded
securities referred to below) as of the end of Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).



Buyer is part of a Family of Investment Companies which owned in the aggregate $
                     in securities (other than the excluded securities referred to below) as
of the end of Buyer's most recent fiscal year (such amount being calculated in accordance with Rule
144A).







For purposes of determining the amount of securities owned by Buyer or Buyer's
Family of Investment Companies, I used the cost of such securities and did not include any of the
securities referred to below in the second succeeding paragraph.

The term "Family of Investment Companies" as used herein will mean two
or more registered investment companies (or series thereof) that have the same investment adviser or
investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same
parent or because one investment adviser is a majority owned subsidiary of the other).

The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with Buyer or are part of Buyer's Family of Investment Companies, (ii)
securities issued or guaranteed by the United States, or any instrumentality thereof, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi)
securities owned but subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

On behalf of Buyer, I acknowledge that Buyer is familiar with Rule 144A and
understands that you and your customers (if you act as a broker for one or more customers) are and
will continue to rely on the statements made herein because one or more sales to Buyer by you for
your own account or your customer's account will be in reliance on Rule 144A.  In addition, on
behalf of Buyer, I agree that, in connection with any purchase of securities sold by or through you
in reliance on Rule 144A, Buyer will only purchase for Buyer's own account.

Finally, on behalf of Buyer or Adviser (as appropriate), I also agree to notify
you of any changes in the information and conclusions herein. Until such notice is given to you,
Buyer's purchase from time to time of securities from you, or through you from your customers, will
constitute a reaffirmation of the foregoing certifications and acknowledgments by me as of the date
of such purchase.

Date: _____________________Very truly yours,

_________________________
Name:

Title:


On behalf of:


_________________________

Name of Buyer:


or


_________________________

Name of Adviser:















EXHIBIT D



FORM OF NON-RULE 144A REPRESENTATION LETTER


Gottschalks Credit Receivables CorporationBankers Trust Company

7 River Place Eastas Trustee

Fresno, California 93729Four Albany Street

New York, New York 10006


 

Re:Gottschalks Credit Card Master Trust;
Variable Base VBC Credit Card Certificates, Series 2000-1




Ladies and Gentlemen:



The undersigned purchaser (the "Purchaser") understands that the
purchase of the above-referenced certificates (the "Certificates") may be made by
institutions which are "Accredited Investors" under Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933, as amended (the "Securities Act"). The undersigned represents
on behalf of the Purchaser that the Purchaser is an "Accredited Investor" within the
meaning of such definition.  The Purchaser is urged to review carefully the responses,
representations and warranties it is making herein.

Representations and Warranties

The Purchaser makes the following representations and warranties in order to
permit Bankers Trust Company, as trustee (the "Trustee") of the Gottschalks Credit Card
Master Trust (the "Trust"), Gottschalks Inc. ("Gottschalks") and Gottschalks
Credit Receivables Corporation ("GCRC") to determine its suitability as a purchaser of
Certificates and to determine that the private transfer exemption from registration relied upon by
GCRC under the Securities Act is available to it.

1.The Purchaser understands that the Certificates have not been, and
throughout their term will not be, registered or qualified under the Securities Act or the
securities laws of any state and may be resold (which resale is not currently contemplated) only if
registered pursuant to the provisions of the Securities Act or if an exemption from registration
under the Securities Act and other applicable state securities laws is available, that neither GCRC
nor the Trustee is required to register the Certificates under the Securities Act or any applicable
state securities laws and that any transfer must comply with Article VI of the Pooling and Servicing
Agreement between Gottschalks, GCRC and the Trustee dated as of March 1, 1999, as amended and
supplemented through the date hereof, and Article VI of the Amended and Restated Series 2000-1
Supplement (the "Supplement") thereto, dated as of November 15, 2001 (collectively, the
"Agreement").  The Purchaser does hereby agree to indemnify the Trustee, GCRC and the
Company and their respective officers, directors, agents and employees, against any liability that
may result if the purchase of the Certificates is not so exempt or is not made in accordance with
the Securities Act and such state securities laws.

2.The Purchaser will comply with all applicable federal and state securities
laws in connection with any subsequent resale of the Certificates.

3.The Purchaser is an "accredited investor" within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act and is a sophisticated institutional
investor that has knowledge and experience in financial and business matters (and, in particular, in
such matters related to securities similar to the Certificates) and is capable of evaluating the
merits and risk of its investment in the Certificates and is able to bear the economic risks of such
investment.  The Purchaser has been given such information concerning the Certificates, Gottschalks
and GCRC as it has requested.

4.The Purchaser is acquiring the Certificates as principal for its own
account for the purpose of investment and not with a view to or for sale in connection with any
distribution thereof, subject nevertheless to any requirement of law that the disposition of the
Purchaser's property shall at all times be and remain within its control.

5.Neither the Purchaser nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of any Certificate, any interest in any Certificate
or any other similar security of GCRC to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of any Certificate, any interest in any Certificate or any other similar
security of Gottschalks or GCRC with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other action, which would
constitute a distribution of the Certificates under the Securities Act or which would render the
disposition of any Certificate a violation of Section 5 of the Securities Act or any state
securities law, require registration or qualification pursuant thereto, or require registration of
the Trust under the Investment Company Act of 1940, as amended, nor will it act, nor has it
authorized or will it authorize any person to act in such manner with respect to the
Certificates.

6.The Purchaser has reviewed the Information Memorandum with respect to the
Certificates dated November 15, 2001 (the "Information Memorandum"), and has had the
opportunity to ask questions and receive answers concerning the terms and conditions of the
transaction contemplated by the Information Memorandum and to obtain additional information
necessary to verify the accuracy and completeness of any information furnished to the Purchaser or
to which the Purchaser had access.

7.The Purchaser is not an employee benefit plan, trust or account subject to
Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
a governmental plan defined in section 3 (32) of ERISA or Section 414(d) of the Code subject to any
federal, state or local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code ("Similar Law") (each, a "Benefit Plan") and is not an entity,
including an insurance company separate account or an insurance company general account if the
assets in any such accounts constitute "plan assets" for purposes of regulation section
2510.3-101 of ERISA whose underlying assets include Benefit Plan assets by reason of a Benefit
Plan's investment in the entity.

8.The Purchaser understands that the Certificates will bear legends
substantially as set forth in the form of Certificate included as an Exhibit to the Supplement.

9.The Purchaser understands that there is no market, nor is there any
assurance that a market will develop, for the Certificates and that Gottschalks and GCRC do not have
any obligation to make or facilitate any such market under any circumstances or to repurchase the
Certificates from the Purchaser other than as expressly set forth in the Agreement.

10.The Purchaser has consulted with its own legal counsel, independent
accountants and financial advisors to the extent it deems necessary regarding the tax consequences
to it of ownership of the Certificates, is aware that its taxable income with respect to the
Certificates in any accounting period may not correspond to the cash flow (if any) from the
Certificates for such period, and is not purchasing the Certificates in reliance on any
representations of Gottschalks, GCRC or their counsel respect to tax matters.

11.The Purchaser represents, on behalf of itself that if the Purchaser is a
partnership, grantor trusts or S corporation for federal income tax purposes (a "Flow-Through
Entity"), any Certificates owned by or on behalf of such Flow-Through Entity will represent
less than 50% of the value of all the assets owned by such Flow-Through Entity and no special
allocation of income, gain, loss, deduction or credit from such Variable Base Certificates will be
made among the beneficial owners of such Flow-Through Entity.

12.The Purchaser agrees that it will obtain from any subsequent purchaser of
the Certificates substantially the same representations, warranties and agreements contained in the
foregoing paragraphs 1 through 11 and in this paragraph 12.

Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Agreement or the Information Memorandum, as the case may be.

The representations and warranties continued herein shall be binding upon the
successors of the undersigned.

Executed at _________, this___ day of ________, ___.
__________________________

Purchaser's Name (Print)


By: _______________________

Name:

Title:

__________________________

Address of Purchaser

__________________________

Purchaser's Taxpayer

Identification Number















EXHIBIT E



FORM OF REQUEST FOR INCREASE


 

[VBC Holder]

[Address]


Bankers Trust Company

as Trustee

Four Albany Street

New York, New York 10006


[Date - not less than three Business Days prior to specified Draw Date]


Re:Gottschalks Credit Card Master Trust; 
Variable Base Credit Card Certificates, Series 2000-1






Our records indicate that ______________________ is a registered holder of Variable Base Credit
Card Certificates, Series 2000-1 (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement dated as of March 1, 1999, as amended (the "Pooling Agreement") among
Gottschalks Credit Receivables Corporation, as depositor (the "Depositor"), Gottschalks
Inc., as servicer (the "Servicer") and Bankers Trust Company, as trustee (the
"Trustee"), and the Amended and Restated Series 2000-1 Supplement and, together with the
Pooling Agreement, the "Agreement" thereto, dated as of November 15, 2001 (the
"Supplement") among the Depositor, the Servicer and the Trustee.  The Certificates are
securities issued by and evidencing interests in the Gottschalks Credit Card Master Trust (the
"Trust") formed pursuant to the Agreement.


We hereby notify you pursuant to Section 6.01 of the Supplement that we intend to Increase the
VBC Principal Balance and VBC Invested Amount by $_______________ on ________________ (the related
"Draw Date").  We hereby request that you fund the portion of such Increase attributable
to the Variable Base Certificates held by you on such Draw Date.  


Our records indicate that you hold Variable Base Certificates representing ___% of the Series
2000-1 Maximum Invested Amount, and that therefore the portion of the Increase you are required to
fund is $____________ (which represents your attributable portion of the total Increase).  You are
requested to fund such net amount by wire transfer of immediately available funds to the Draw
Account (account details below) no later than [10:00 AM] on the related Draw Date.  


Draw Account details:

______________________

______________________

______________________

______________________


 

In connection with such Increase, we hereby certify as follows with respect to the satisfaction
of the conditions precedent to such Increase as set forth in Section 6.1 of the Supplement:

1.Immediately upon giving effect to such Increase, the VBC Principal Balance will be
$____________ and the VBC Invested Amount will be $____________, and in each case will not exceed
the Series 2000-1 Maximum Invested Amount.  


2.Such Increase will not cause an Early Amortization Event.


3.Taking into consideration the amount of such Increase, Collections received during the
related Collection Period, and amounts held in the Capitalized Interest Account for such purpose,
will be sufficient to fund the VBC Monthly Interest, Commitment Fees, Breakage Fees, Administrative
Fees, Carryover Interest and Carryover Commitment, Breakage and Administrative Fees distributable on
the succeeding Distribution Date.


4.Upon confirmation by the Trustee of the deposit into the Draw Account of the amount
specified above, the Trustee is obligated to record on its books and records relating to the
Variable Base Certificates, and we will record on our books and records relating to the Variable
Base Certificates, an increase in the VBC Invested Amount and the VBC Principal Balance
corresponding to the full amount of such Increase and increases in the portions of the VBC Invested
Amount and VBC Principal Balance attributable to the Variable Base Certificate recorded in the name
of the related VBC Holder in the amount of the portion of such Increase Attributable to the related
Variable Base Certificate(s).








Please notify us promptly if you anticipate any delay or failure in the timely deposit of the
amounts specified above into the Draw Account.


GOTTSCHALKS INC.

as Servicer of the Gottschalks 

Credit Card Master Trust


 

By: ____________________________

Name:

Title:


 

EXHIBIT F



FORM OF NOTICE OF DISCRETIONARY PREPAYMENT


Manufacturers and Traders Trust Company

One M&T Plaza

Buffalo, New York  14203


Warehouse Line Advisors, inc.

17 Talcott Notch Road

Farmington, Connecticut  06032


Bankers Trust Company

as Trustee

Four Albany Street

New York, New York 10006


[Date - not less than three Business Days prior to specified date of Discretionary
Prepayment]


Re:Gottschalks Credit Card Master Trust; 
Variable Base Credit Card Certificates, Series 2000-1






Our records indicate that ______________________ is a registered holder of Variable Base Credit
Card Certificates, Series 2000-1 (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement dated as of March 1, 1999, as amended (the "Pooling Agreement") among
Gottschalks Credit Receivables Corporation, as depositor (the "Depositor"), Gottschalks
Inc., as servicer (the "Servicer") and Bankers Trust Company, as trustee (the
"Trustee"), and the Amended and Restated Series 2000-1 Supplement and, together with the
Pooling Agreement, the "Agreement" thereto, dated as of November 15, 2001 (the
"Supplement") among the Depositor, the Servicer and the Trustee and that Warehouse  Line
Advisors, Inc. is the related Certificate Administrator (the "Certificate Administrator").
The Certificates are securities issued by and evidencing interests in the Gottschalks Credit Card
Master Trust (the "Trust") formed pursuant to the Agreement.


We hereby instruct the Trustee pursuant to Section 6.01 of the Supplement (and provide notice to
the above-named VBC Holder of such instruction) to:

(i) make a Discretionary Prepayment in the amount of $_____________ on ________________, from
amounts retained in the Prepayment Account therefor;


 (ii)pay to the above-named VBC Holder the portion of the VBC Monthly Interest accrued
through such date (together with any Carryover Interest and Breakage Fees accrued through such date)
attributable to the Variable Base Certificates held by such VBC Holder from amounts retained in the
Collection Account therefor; 


(iii)pay pro rata (if the Discretionary Prepayment is being made on a day that is not a Draw
Date) to the below-named Certificate Administrator and VBC Holder and the succeeding Distribution
Date the Administrative Fee and Commitment Fees accrued through such date (together with any
Carryover Commitment Fees accrued through such date) from amounts retained in the Collection Account
therefor; and


(iv)pay to the above-named VBC Holder on the succeeding Distribution Date the portion of any
Breakage Fee associated with such Discretionary Prepayment attributable to the Variable Base
Certificates held by such VBC Holder from amounts retained in the Collection Account therefor.  








Our records indicate that you hold Variable Base Certificates representing ___% of the Series
2000-1 Maximum Invested Amount, and that therefore the portion of such Discretionary Prepayment you
are entitled to on the date of such Discretionary Prepayment is $____________, the portion of VBC
Monthly Interest, Carryover Interest and Carryover Breakage Fees you are entitled to on the date of
such Discretionary Prepayment is $_____________, and the portion of the related Breakage Fee you are
entitled to on the succeeding Distribution Date is $____________.  


The Certificate Administrator and each VBC Holder, other than Tice & Co., are entitled to on
the date hereof a pro rata portion of such Discretionary Prepayment, the related Administrative Fee
in an amount equal to $2,000 and the Carryover Commitment Fees and the Carryover Administrative Fees
in the amount of $______________.  


The Trustee is hereby instructed to pay such amounts on the relevant dates by wire transfer of
immediately available funds to the relevant accounts specified below no later than [10:00 AM] on the
date of such Discretionary Prepayment or succeeding Distribution Date, as the case may be:  


VBC Holder's account details:

______________________

______________________

______________________

______________________


Certificate Administrator's account details:

______________________

______________________

______________________

______________________


In connection with such Discretionary Prepayment, we hereby certify  that such Discretionary
Prepayment will not cause an Early Amortization Event.


Please notify us promptly if there has been any change to the relevant VBC Holder's account
details.

GOTTSCHALKS INC.

as Servicer of the Gottschalks 

Credit Card Master Trust


 

By: ____________________________

Name:

Title:

SCHEDULE 1



ACCOUNT DETAILS



DRAW ACCOUNT:


_________________________

_________________________

_________________________

_________________________


 

PREPAYMENT ACCOUNT:


_________________________

_________________________

_________________________

_________________________


CAPITALIZED INTEREST ACCOUNT:


_________________________

_________________________

_________________________

_________________________


 

RETAINED AMOUNT ACCOUNT


_________________________

_________________________

_________________________

_________________________