FY2002 10K Exhibit 10.41




Exhibit 10.41



CERTIFICATE PURCHASE AGREEMENT

AMONG





WAREHOUSE LINE LLC, 

as Seller, 



BANK HAPOALIM B.M., 

as Purchaser



AND



GOTTSCHALKS CREDIT RECEIVABLES CORPORATION, 

solely for purposes of Section 4.2



Dated November 15, 2001



	
ARTICLE 
	 	
PAGE

	
I.
	
DEFINITIONS
	
1

	
II.
	
TERMS OF SALE OF THE VARIABLE BASE CERTIFICATES
	
2

	
III.
	
CONDITIONS TO THE CLOSING
	
3

	
IV.
	
REPRESENTATIONS, WARRANTIES AND COVENANTS
	
4

	
V.
	
MISCELLANEOUS
	
7






CERTIFICATE PURCHASE AGREEMENT


THIS CERTIFICATE PURCHASE AGREEMENT (this "Purchase Agreement") is
dated November 15, 2001 (the "Closing Date"), and is among WAREHOUSE LINE LLC, as seller
(the "Seller"), Bank Hapoalim B.M., as purchaser (the "Purchaser") and
Gottschalks Credit Receivables Corporation (the "Depositor" or "GCRC"), solely
as beneficiary of the provisions of Section 4.2 hereof.

RECITALS

A.The Gottschalks Credit Card Master Trust (the "Trust") was
established pursuant to the Pooling and Servicing Agreement, dated as of March 1, 1999 (the
"Pooling Agreement"), among the Depositor, Gottschalks Inc., as Servicer (the
"Servicer" or "Gottschalks"), and Bankers Trust Company, as trustee (the
"Trustee").  Pursuant to the Series 2000-1 Supplement to the Pooling and Servicing
Agreement, dated as of November 16, 2000, among the Servicer, the Depositor and the Trustee (the
"Original Series Supplement"), Variable Base Certificates were issued as of November 16,
2000.  The Variable Base Certificates were originally sold on November 16, 2000 by the Depositor to
the Seller. 

B.The Original Series Supplement has been amended and restated pursuant to
the Amended and Restated Series 2000-1 Supplement to the Pooling and Servicing Agreement, dated as
of November 15, 2001, among the Depositor, the Servicer and the Trustee (the "Amended Series
2000-1 Supplement" and, together with the Pooling Agreement, the "Agreement"). The
Variable Base Certificates initially had a Maximum VBC Invested Amount of $24,000,000 and a coupon
of LIBOR plus 1.50%.  Pursuant to the Amended Series 2000-1 Supplement, the Variable Base
Certificates have a Maximum Invested Amount of $20,000,000 and a coupon of the greater of (i) LIBOR
plus 2.75% and (ii) 5.00%.  Pursuant to the Amended Series 2000-1 Supplement, a Retained Amount
Account was created that replaces the obligation to make Mandatory Prepayments.

C.The Seller now desires to sell to the Purchaser Variable Base Certificates
representing 50% of the Maximum VBC Invested Amount and 50% of the outstanding VBC Invested Amount
as of the Closing Date (the "Transferred VBC's").

D.The sale of the Transferred VBC's by the Seller to the Purchaser is
intended to qualify as an exempt transaction pursuant to Rule 144A of the Securities Act of 1933, as
amended.

NOW, THEREFORE, the parties agree as follows:



	



DEFINITIONS




	.  Capitalized terms used and not otherwise defined in this Purchase
Agreement have the respective meanings ascribed thereto in the Pooling Agreement and the Amended
Series 2000-1 Supplement, as the context requires.  As used herein, the following terms have the
respective meanings set forth after them:

Operative Documents:  Collectively, this Purchase Agreement, the Pooling
Agreement, the Amended Series 2000-1 Supplement, the Amended and Restated Receivables Purchase
Agreement dated as of March 1, 1999, between Gottschalks and the Depositor and the Variable Base
Certificates.

Purchase Price:  As defined in Section 2.1.

Purchaser: means Bank Hapoalim B.M.

Securities Act means the Securities Act of 1933, as amended.


	



TERMS OF Sale OF THE VARIABLE BASE CERTIFICATES




	. The Seller agrees, subject to the terms and conditions of this
Purchase Agreement and in reliance upon the representations and warranties set forth herein, to sell
to the Purchaser the Transferred VBC's and, subject to the terms and conditions of this Purchase
Agreement and in reliance upon the representations, warranties, covenants and agreements set forth
herein, the Purchaser, agrees to purchase the Transferred VBC's.  The Purchaser shall pay to
the Seller on the Closing Date an amount equal to 50% of the VBC Invested Amount as of the Closing
Date, measured after giving effect to any Discretionary Prepayment on the Closing Date (the
"Purchase Price").  In addition to the payment of the Purchase Price, the Purchaser, by
accepting the Transferred VBC's, agrees to be bound by the terms and provisions hereof and of the
Agreement, including the provisions obligating the holders of Variable Base Certificates to advance
to the Trust funds in response to properly delivered requests for Increases; provided, each
of the representations and warranties of the Depositor set forth in the Operative Documents is true
and correct as of the date of each Increase.  The Transferred VBC's shall be registered in the
following name (which if nominee names, shall so indicate) and denominations:

	


Purchaser
	
Maximum VBC Invested Amount Evidenced by Variable Base Certificates Sold
Hereunder

	
Bank Hapoalim B.M.
	$10,000,000









	.  The closing of the sale of the Transferred VBC's (the "Closing")
shall be held at the Los Angeles offices of O'Melveny & Myers LLP, at 10:00 A.M., Los Angeles
time on November 15, 2001 or at such other date and time as may be acceptable to the parties hereto.
In addition to delivery to the Purchaser of the Transferred VBC's, the Seller shall, at the request
of the Purchaser, execute and deliver at the Closing a receipt acknowledging completion of the
transfer of the Transferred VBC's as the Purchaser may reasonably request.  The Purchaser shall, at
the request of the Seller, execute and deliver at the Closing a receipt acknowledging the completion
of the transfer of the Transferred VBC's.


	



CONDITIONS TO THE CLOSING




	.  The obligation of the Purchaser to purchase the Transferred
VBC's is subject to (i) compliance by the Seller with all the provisions of this Purchase Agreement
to be performed on or prior to the Closing Date, (ii) the accuracy of the representations and
warranties of the Seller herein set forth and (iii) satisfaction of the conditions hereinafter set
forth as of the Closing Date.  Should any condition not be fulfilled on or before the Closing Date
to the satisfaction of the Purchaser, the Purchaser shall at its option be relieved of all
obligations under this Purchase Agreement.



	  The representations and warranties made by the Seller herein shall be true
and correct in all material respects.  The Seller shall have performed and complied with all
agreements and conditions in Section 6.04 of the Pooling Agreement and Section 6.3 of the Amended
Series 2000-1 Supplement required to be performed or complied with by it with respect to the
transfer and sale of the Transferred VBC's on or before the Closing Date.  No event shall have
occurred and be continuing and no condition shall exist which would constitute an Early Amortization
Event as defined in the Agreement either with or without notice or lapse of time, or both.


	  The Purchaser shall have received copies of the Pooling Agreement, the
Amended 2000-1 Series Supplement and the Receivables Purchase Agreement, as well as one or more
certificates evidencing the Transferred VBC's executed and authenticated as provided in the
Agreement.
	  An Information Memorandum describing the Transferred VBC's and related matters will have been
prepared by Gottschalks and the Depositor and delivered to the Purchaser.  Prior to the Closing
Date, there shall not have been any material adverse change in the condition (financial or
otherwise) of Gottschalks, or any development involving a material adverse prospective change, which
has not been disclosed in writing in the Information Memorandum, the effect of which, in the
judgment of the Purchaser, can be reasonably expected to have a material adverse effect on the
Purchaser's investment or contemplated investment in the Variable Base Certificates.
	  The Transferred VBC's "A" rating by the Rating Agency shall be in full force and
effect and the Seller and Purchaser shall have received copies of a letter delivered by the Rating
Agency dated the Closing Date to the effect that the Rating Agency will not downgrade, withdraw or
modify its rating of the Variable Base Certificates or certificates of any other series solely
because of the execution of the Amended Series 2000-1 Supplement.
	  All corporate, trust and other proceedings in connection with the transactions contemplated
hereby and all documents and certificates incident thereto shall be satisfactory in form and
substance to the Purchaser, and the Purchaser shall have received such other documents and
certificates incident to such transaction as the Purchaser or its counsel shall have reasonably
requested.


	



REPRESENTATIONS, WARRANTIES AND COVENANTS




	.  In order to induce the Purchaser to purchase the Transferred VBC's,
the Seller hereby represents, warrants and covenants to the Purchaser that:



	  Upon transfer, the Purchaser will possess all right, title and interest in
and to the Transferred VBC's free and clear of liens or other encumbrances created by or known to
the Seller.


	  The execution and delivery by the Seller of this Purchase Agreement and the
consummation of the transactions provided for or contemplated by this Purchase Agreement have been
duly authorized by the Seller by all necessary company action on the part of the Seller.


	  The Seller has complied with all agreements and conditions in Section 6.04
of the Pooling Agreement and Section 6.3 of the Amended Series 2000-1 Supplement required to be
performed or complied with by it with respect to the transfer and sale of the Transferred VBC's.



	  Neither the Seller nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of any Variable Base Certificate, any interest in
any Variable Base 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 Variable Base
Certificate, any interest in any Variable Base 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 Variable Base Certificates under the Securities Act or which would render the
disposition of any Variable Base 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 Variable Base Certificates.
	  The Seller and its successors and assigns will continue to act as Certificate Administrator
but will only be entitled to its pro rata share along with each VBC Holder, other than Tice &
Co., of any fees payable pursuant to the Amended Series 2000-1 Supplement.
	  The Seller is holding the Variable Base Certificates that are not Transferred VBC's for its
own account and there are no registered holders thereof other than the Seller.
	  As previously agreed to by the Seller in Section 6.3(b) of the Amended Series 2000-1
Supplement and reaffirmed herby, the Seller hereby agrees to indemnify and hold harmless the
Depositor, the Servicer and the Trustee for the amount of any and all losses, claims, damages and
liabilities to the extent that such loss, claim, damage or liability arose out of, or was imposed
upon the Depositor, the Servicer or the Trustee by reason of the failure of the sale of the
Transferred VBC's hereunder to comply with the Securities Act or any other applicable state or
foreign securities laws.


	.  On the date that the Purchaser purchases the Transferred VBC's, the
Purchaser represents and warrants to the Seller that:



	  The Purchaser understands that the Variable Base Certificates, including
Transferred VBC's, have not been registered under the Securities Act or the securities laws of any
state or foreign jurisdiction.


	  The Purchaser is acquiring the Transferred VBC's for its own account 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).  Upon the purchase thereof, there are no other registered
holders of the Transferred VBC's other than the Purchaser.  The Purchaser is not an affiliate of
Gottschalks, GCRC, the Trustee or any of their respective affiliates.


	  The Purchaser is a qualified institutional buyer as defined in Rule 144A of
the Securities Act, is aware that the sale to it is being made on a valid exemption under  4(2) of
the Securities Act, is acquiring the Transferred VBC's for its own account and 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 and any applicable state and foreign
securities laws or (ii) pursuant to another exemption from registration under the Securities Act and
applicable state and foreign securities laws and only upon satisfaction of the conditions to
transfer of any Variable Base Certificate in the Agreement.  


	  Neither the Purchaser nor anyone acting on its behalf has solicited any
offer to buy or accept a transfer, pledge or other disposition of any Variable Base Certificate or
any interest in any Variable Base Certificate or other similar security of GCRC 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 Transferred
VBC's under the Securities Act or which would render the disposition of any Variable Base
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 GCRC
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 Transferred VBC's.


	  The Purchaser understands that there is no market, nor is there any
assurance that a market will develop, for the Variable Base Certificates and that Gottschalks, the
Depositor and the Trust have no obligation to make or facilitate any such market under any
circumstances, or to repurchase the Transferred VBC's from the Purchaser other than as specifically
contemplated in the Agreement.
	  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
Variable Base Certificates, is aware that its taxable income with respect to the Transferred VBC's
in any accounting period may not correspond to the cash flow (if any) from the Transferred VBC's for
such period, and is not purchasing the Transferred VBC's in reliance on any representations of
Gottschalks, the Depositor or their respective counsel with respect to tax matters.


	  The Purchaser has reviewed the Information Memorandum with respect to the
Variable Base 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 has access.
	  The Purchaser understands that the Transferred VBC's bear legends substantially as set forth
in the Agreement.


	  The Purchaser hereby further agrees to be bound by all the terms and
conditions of the Variable Base Certificates as provided in the Agreement.
	  The Purchaser represents that it is an Israeli banking corporation incorporated under the laws
of Israel.


	  The Purchaser represents that the source of funds to be used by it to make
each Increase will be its working capital and that at least one of the following statements is an
accurate representation as to the source of funds:

(a)the Purchaser is an Israeli banking corporation, and either (A) the
source of funds is a separate account that is maintained solely in connection with fixed contractual
obligations under which the amounts payable, or credited, to any employee benefit plan (as defined
in section 3(3) of ERISA) and to any participant or beneficiary of such plan (including any
annuitant) are not affected in any manner by the investment performance of the separate account, or
(B) the source of funds is an "insurance company general account" within the meaning
of the Department of Labor Prohibited Transaction Class Exemption ("PTE")
95-60 and at no time while the Transferred VBC's are held by the Purchaser will the amount of the
general account reserves and liabilities of all contracts held on behalf of "benefit plan
investors" (as defined in Department of Labor Regulation  2510.3-101(f)(2)) with respect to the
source of funds equal or exceed 25% of the total reserves and liabilities of each such source of
funds; or

(b)the source of funds does not include assets of any employee benefit
plan;

as used in this paragraph 4.2.13, the terms "employee benefit
plan," "governmental plan" and "separate account" shall have the respective
meanings assigned to such terms in section 3 of ERISA.



	  The Purchaser represents that its purchase and holding of the Transferred VBC's will not
constitute or result in a non-exempt "prohibited transaction" (within the meaning of
Section 406 of ERISA and/or Section 4975 of the Internal Revenue Code of 1986, as amended). 


	  The Purchaser represents that it does not have (and will not have at any
time) more than 25 Members and none of its Members are (or at any time will be) pass through
entities as determined under Section 7704 of the Code.
	  The Purchaser has complied with all agreements and conditions in the Operative Documents
required to be performed or complied with by it with respect to its purchase of the Transferred
VBC's.
	  The execution and delivery by the Purchaser of this Purchase Agreement and the consummation of
the transactions provided for or contemplated by this Purchase Agreement have been duly authorized
by the Purchaser by all necessary company action on the part of the Purchaser.
	.  The Purchaser hereby waives any notice requirements that exist under the Amended Series 2000-
1 Supplement with respect to the Increase taking place on the November 15, 2001 Draw Date in the
amount of $2,300,000.




	



MISCELLANEOUS




	.  All representations and warranties (which representations and
warranties shall be deemed to be made as of the Closing Date) and covenants made by the Seller and
the Purchaser herein and in certificates and other instruments delivered in connection with the
transfer of the Transferred VBC's sold hereby shall survive the execution and delivery of this
Purchase Agreement and the delivery of the Transferred VBC's sold hereby to the Purchaser and shall
continue in effect so long as any such Transferred VBC's remain outstanding.


	.  All notices, demands and other communications hereunder shall be in
writing and hand delivered, telecopied, mailed (by registered or certified mail, postage prepaid) or
delivered by a courier service addressed: 

 



	if to the Purchaser:

Bank Hapoalim B.M.

1177 Avenue of the Americas, 12th Floor

New York, New York 10038

Attention: Laura A. Raffa

Telephone No.: (212) 782-2177

Telecopy No.: (212) 782-2187

	if to Seller:

Warehouse Line Advisors, Inc.

17 Talcott Notch Road

Farmington, Connecticut  06032

Attention:  Asset Manager re: Gottschalks

Telephone No.:  (860) 409-7171

Telecopy No.:  (860) 409-7181

or to such other addresses as may hereafter be designated in the manner above
provided by any party for such purpose, and shall be effective upon receipt.  


	.  This Purchase Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of New York (other than with respect to choice of law).
This Purchase Agreement shall not be modified, altered or amended, nor may any provisions hereof or
rights hereunder be waived, except by an instrument in writing signed by the party against which
such modification, alteration, amendment or waiver is sought to be enforced.


	.  This Purchase Agreement shall be binding upon, and inure to the benefit
of, the Seller and the Purchaser, and their respective successors and assigns.


	.  This Purchase Agreement may be executed in counterparts, each of which
shall be a valid and binding original, but all of which together shall constitute one and the same
instrument.


	.  If any provision hereof shall be invalid, illegal or unenforceable in any
jurisdiction, the remaining provisions shall continue to be valid and enforceable in such
jurisdiction and such provision shall continue to be valid and enforceable in all other
jurisdictions.

Section 5.7  Neither the execution of this Purchase Agreement nor any of
the arrangements provided for herein is intended to be nor shall it be construed to be, the
formation of a partnership or joint venture between the parties to this Purchase Agreement.

Section 5.8  The headings of the several sections and subsection of this
Purchase Agreement are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Purchase Agreement.

Section 5.9  This Purchase Agreement supersedes all previous agreements,
oral or written, among the parties hereto with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Certificate Purchase
Agreement to be executed by their respective officers thereunto duly authorized as of the day and
year first above written.
WAREHOUSE LINE LLC, as Seller














By: Warehouse Line Advisors, Inc., 

its Manager



 

By: /s/ Joseph A. Lorusso

 Title:   Manager


 

 

Bank Hapoalim B.M., as Purchaser







By: /s/ Laura Anne Raffa

 Title:   Senior V.P. & Corporate Manager


 

 
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION, solely as beneficiary of the provisions of Section
4.2


















By: /s/ Michael Geele

 Title:   President