Q1 2003 EXHIBIT 10.1



Exhibit 10.1



 

SECOND EXTENSION NOTICE AND AGREEMENT


This Second Extension Notice and Agreement (this "Agreement") is
entered into on this 30th day of May 2002, by and among Gottschalks Credit  Receivables Corporation
("GCRC") in its capacity as Depositor under the Amended and Restated Series 2000-1
Supplement ("the "2000-1 Supplement") dated November 15, 2001 to the Pooling and
Servicing Agreement dated March 1, 1999, as amended (the "Pooling and Servicing
Agreement"), Gottschalks Inc. ("Gottschalks") in its capacity as Servicer under the
2000-1 Supplement, DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company) in its
capacity as Trustee under the 2000-1 Supplement (the "Trustee"), Warehouse Line Advisors
Inc. ("Warehouse") in its capacity as holder (through its nominee, Tice & Co.) of 50%
of the Variable Base Certificates and Bank Hapoalim B.M. ("Hapoalim" and together with
Warehouse, the "Holders") in its capacity as holder of 50% of the Variable Base
Certificates (GCRC, Gottschalks, the Trustee and the Holders, collectively, the
"Parties").  Capitalized terms used herein and not otherwise defined shall have the
meaning ascribed thereto in the Pooling and Servicing Agreement and the 2000-1 Supplement.

WHEREAS, the Commitment Period associated with the Variable Base Certificates is
set to expire on October 31, 2002, unless such period is reextended pursuant to Section 6.2 of the
2000-1 Supplement; and 

WHEREAS, the Parties desire to reextend the Commitment Period until the close of
business on July 31, 2003.

NOW, THEREFORE, in consideration of the foregoing, other good and valuable
consideration, and the mutual terms and covenants contained herein, and pursuant to the provisions
of the 2000-1 Supplement, the Parties hereto agree as follows:



	



Extension of the Commitment Period Pursuant to Section 6.2 of the 2000-1
Supplement.




	Notices, Instructions and Agreement to Extend.  Pursuant to Section
6.2(a) of the 2000-1 Supplement, notice is hereby given to the Trustee and the Holders, and the
Parties instruct and agree as follows:



	The Commitment Period is currently scheduled to expire on October 31,
2002.


	The Trustee and the Holders are hereby notified that they have the option to
reextend the Commitment Period and that, if such offer is accepted, the reextended Commitment Period
will expire on July 31, 2003.


	The Parties hereby agree to reextend the Commitment Period until July 31,
2003.


	The Parties hereto hereby waive the requirements of delivery of notice and
for instructions 120 and 100 days prior to the last day of the current Commitment Period,
respectively, and agree that all notice and timing conditions for the offer of the option to extend,
the agreement to extend and the delivery of the necessary Officer's Certificate and Rating Agency
letter are either satisfied or waived hereby.


	As required by Section 6.2(a)(i) of the 2000-1 Supplement, the Trustee is
hereby instructed by GCRC to agree to the reextension of the Commitment Period until July 31, 2003
and the Trustee does so agree to such reextension pending the satisfaction of the conditions
precedent set forth in Section 6.2(a) of the 2000-1 Supplement as contemplated by Sections 1.2 and
1.3 hereof.


	Officer's Certificate.  Attached as Exhibit A is the form of
Officer's Certificate to be delivered to the Trustee certifying that the conditions precedent to the
reextension of the Commitment Period stated in Section 6.2(b) of the 2000-1 Supplement have been
satisfied.


	Rating Agency.  Attached as Exhibit B is the form of written
confirmation from the Rating Agency to be delivered to the Trustee stating 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 the reextension of the Commitment Period
contemplated herein.


	Extension.  Upon execution of this Agreement by the Parties and the
delivery to the Trustee of the Officer's Certificate and Rating Agency letter described above, the
Commitment Period shall be reextended until July 31, 2003.


	



Extension of the Revolving Period and Other Relevant Periods




	Revolving Period.  As provided in the definition of Revolving Period in
Section 2.1 of the 2000-1 Supplement, the Revolving Period is hereby extended until July 31, 2003 in
connection with the reextension of the Commitment Period.  


	Controlled Amortization Period.  Notwithstanding any provision to the
contrary in the 2000-1 Supplement, the Controlled Amortization Period shall begin on August 1,
2003.


	



Miscellaneous




	No Alteration.  Except as expressly stated in this Agreement, nothing in
this Agreement shall alter, modify or change any of the respective rights, duties or obligations of
any of the Parties under the Pooling and Servicing Agreement, the 2000-1 Supplement or the Variable
Base Certificates, including, but not limited to, all of the rights, duties and obligations provided
for in Section 6.2 of the 2000-1 Supplement. 

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Extension Notice and
Agreement to be duly executed by their respective officers as of the day and year first written
above.


GOTTSCHALKS CREDIT RECEIVABLES CORPORATION, as Depositor

By: /s/ Michael S. Geele

$#9;Title: President


GOTTSCHALKS INC., as Servicer

By: /s/ Michael S. Geele

      Title:  Senior Vice President, Chief Financial Officer

DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), not in its individual
capacity but solely as Trustee

By: /s/Jenna Kaufman

      Title: Vice President

WAREHOUSE LINE ADVISORS INC., as a Holder

By: /s/ Joseph A. Lorusso

      Title:  Manager 

BANK HAPOALIM B.M., as a Holder

By: /s/ James P. Surless

      Title:  Vice President













EXHIBIT A

FORM OF OFFICER'S CERTIFICATE

GOTTSCHALKS, INC.

Officer's Certificate

I, Michael S. Geele, the Senior Vice President and Chief Financial Officer of
Gottschalks Inc., a Delaware corporation (the "Company"), am authorized to execute and
deliver this certificate (the "Certificate") on behalf of the Company and do further
certify that as of May 30, 2002:



1.This Certificate is furnished in connection with the reextension of the
Commitment Period as provided for in (a) Section 6.2 of the Amended and Restated Series 2000-1
Supplement ("the "2000-1 Supplement") dated November 15, 2001 to the Pooling and
Servicing Agreement dated March 1, 1999, as amended (the "Pooling and Servicing
Agreement"), each among Gottschalks Credit Receivables Corporation ("GCRC"), the
Company and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), a New York banking
corporation, as Trustee (the "Trustee") and (b) the Second Extension Notice and Agreement,
dated May 30, 2002, among GCRC, the Company, the Trustee, Warehouse Line Advisors Inc. and Bank
Hapoalim B.M. (the "Extension Notice and Agreement").  Capitalized terms used herein and
not otherwise defined shall have the meaning ascribed thereto in the Pooling and Servicing Agreement
and the 2000-1 Supplement.



2.No Early Amortization Event has occurred and is continuing or will
occur as a result of the reextension of the Commitment Period as provided for in the Extension
Notice and Agreement.



3.The last day of the reextended Commitment Period as provided for in the
Extension Notice and Agreement is not later than 364 days after the last day of the Commitment
Period being reextended by such agreement.



4.The last day of the reextended Commitment Period as provided for in the
Extension Notice and Agreement is not later than July 31, 2003.



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IN WITNESS WHEREOF, I have hereunto set my hand as of the day and year first written
above.


Gottschalks Inc.


 

 

By: /s/ Michael S. Geele

Title:  Senior Vice President and Chief Financial Officer

EXHIBIT B

FORM OF RATING AGENCY LETTER

May 30, 2002


Gottschalks Credit Receivables Corporation

7 River Park Place East

Fresno, California  93720


Gottschalks Inc.

7 River Park Place East

Fresno, California  93720


Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York  10005

Re:Gottschalks Credit Card Master Trust, Series 2000-1

Extension of Commitment Period










Ladies and Gentlemen:



We have reviewed (a) the Amended and Restated Series 2000-1 Supplement
("the "2000-1 Supplement") dated November 15, 2001 to the Pooling and Servicing
Agreement dated March 1, 1999, as amended (the "Pooling and Servicing Agreement"), each by
and among Gottschalks Credit Receivables Corporation, as Depositor, Gottschalks Inc., as Servicer,
and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as trustee (the
"Trustee"), (b) the proposed Second Extension Notice and Agreement by and among
Gottschalks Credit Receivables Corporation, Gottschalks Inc., the Trustee, Warehouse Line Advisors
Inc. and Bank Hapoalim B.M. (the "Extension Notice and Agreement") and (c) any other
documents we considered relevant in connection with the Gottschalks Credit Card Master Trust Fixed
Base Credit Card Certificates, Series 1999-1 (the "Series 1999-1 Certificates") and the
Gottschalks Credit Card Master Trust Variable Base Credit Card Certificates, Series 2000-1 (the
"Series 2000-1 Certificates").



Please be advised that Fitch IBCA confirms that the execution of the
Extension Notice and Agreement and the reextension of the Commitment Period as contemplated thereby
will not result in a downgrade, withdrawal or modification of the ratings assigned to the Series
1999-1 Certificates or the Series 2000-1 Certificates.

We are pleased to have had the opportunity to be of service to you.  If we can be
of further assistance, please do not hesitate to contact us.



Very truly yours,