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.
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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