LA1:901846.8
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION
Depositor
GOTTSCHALKS INC.
Servicer
and
BANKERS TRUST COMPANY
Trustee
SERIES 2000-1 SUPPLEMENT
Dated as of November 16, 2000
To
POOLING AND SERVICING AGREEMENT
Dated as of ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ 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......................................... 1
ARTICLE III
SERVICING FEE
Section 3.1. Servicing Compensation............................. 16
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS
Section 4.1. Allocations........................................ 16
Section 4.2 Distributions...................................... 22
Section 4.3. Determination of VBC Monthly Interest,
Commitment Fees and Breakage Fees...................25
Section 4.4. VBC Investor Charge-Offs........................... 26
Section 4.5. Trustee Expenses Associated with Servicing
Assumption..........................................27
Section 4.6. Blocked Periods.................................... 27
ARTICLE V
DISTRIBUTIONS AND REPORTS
Section 5.1. Distributions...................................... 27
Section 5.2. Other Notices to Holders........................... 27
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..............................28
Section 6.2. Extension and Repurchase of Variable
Base Certificates...................................38
Section 6.3. Transfer Restrictions.............................. 39
Section 6.4. The Exchangeable Certificate....................... 43
ARTICLE VII
EARLY AMORTIZATION EVENTS; SERVICER DEFAULTS;
MERGER OF SERVICER
Section 7.1. Additional Early Amortization Events............... 43
Section 7.2. Waiver............................................. 45
Section 7.3. Additional Servicer Defaults....................... 45
Section 7.4. Merger or Consolidation of, or Assumption
of, the Obligations of the Servicer................ 46
ARTICLE VIII
OPTIONAL REPURCHASE
Section 8.1. Optional Repurchase................................ 46
ARTICLE IX
FINAL DISTRIBUTIONS
Section 9.1. Final Distributions................................ 47
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1. Ratification of Agreement......................... 48
Section 10.2. Counterparts...................................... 48
Section 10.3. Governing Law..................................... 48
Section 10.4. Rating Agency Notice.............................. 48
EXHIBITS
EXHIBIT A Form of Variable Base Certificate
EXHIBIT B Form of Distribution Date Statement
EXHIBIT C Form of Rule 144A Transferee
Certificate
EXHIBIT D Form of Non Rule 144A Representation
Letter
EXHIBIT E Form of Request for Increase
EXHIBIT F Form of Notice of Discretionary
Prepayment
SCHEDULE
SCHEDULE 1 Account Details
SERIES 2000-1 SUPPLEMENT dated as of
November 16, 2000 (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.
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 this Series
Supplement, the Depositor and the Trustee on
behalf of the Trust shall hereby create a new
Series of Investor Certificates and specify
the Principal Terms thereof.
Article I
Creation of the Series 2000-1 Certificates
Section 1.1. 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.
Article II
Definitions
Section 2.1. 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 to the Certificate
Administrator 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 to the Certificate Administrator
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 any other
Person appointed as such by the VBC Holders
representing more than 50% of the VBC Invested
Amount.
"Certificate Purchase Agreement"
means that certain Certificate Purchase
Agreement by and between the VBC Holder and
the Depositor which will govern the manner in
which the VBC Holder will purchase the
Variable Base Certificate from the Depositor.
"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 16,
2000.
"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 to
the Certificate Administrator.
"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, 2001; provided that, at least 90
days prior to the end of any Commitment
Period, the Trust and the related VBC Holder
may agree to extend 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. 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,
of Mandatory Prepayments, 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, 2001, unless the Commitment
Period for any Variable Base Certificate is
extended, in which case it means the first day
of the calendar month following the last
calendar month that commences during the
related extended or 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, 2001
(or, if the Revolving Period is extended or
reextended, November 1 of the calendar year
following such extension, or August 1, 2003 if
such extension 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 2002, or, if the Revolving Period
is extended or reextended, the Distribution
Date in May of the calendar year following
such extension, or, if extended through the
scheduled 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), commencing December 15, 2000.
"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 will
be on November 17, 2000) must be either the
fifteenth day of a calendar month (of if such
fifteenth day is not a Business Day, the next
succeeding Business Day) or the last Business
Day of a calendar month, and in either case
must occur during a Commitment Period.
"Drawing Fee" means the $2,000 fee
payable to the Certificate Administrator 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 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, 2002 Distribution Date, except
that if the Commitment Period for any Variable
Base Certificate is extended or reextended,
then for such Variable Base Certificate, the
Distribution Date in the month following the
last Collection Period of the related extended
or 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 is the aggregate amount of
the advances to be made by VBC Holders as of
the Closing Date.
"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 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 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.
"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.
"Mandatory Prepayment" means, with
respect to any Distribution Date, the
distribution, if any, of funds available for
such a Mandatory Prepayment, pursuant to the
applicable provisions of Section 4.2 hereof,
as a payment of principal to the VBC Holders
in an aggregate amount equal to the excess, if
any, of the Adjusted Invested Amount
applicable for the allocation of Series
Principal Collections on such date over the
Series Pool Balance on such date.
"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.
"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, 2001, unless terminated sooner by
the occurrence of an Early Amortization Event
or extended or reextended to not later than
October 31 of the succeeding calendar year
(but not beyond the last day of the Series
1999-1 Revolving Period) in connection with
the extension 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 $24,000,000.
"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 Index Rate plus 1.50% per
annum, 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)
$24,000,000 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).
Article III
Servicing Fee
Section 3.1. 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.
Article IV
Rights of Certificateholders and
Allocation and Application of Collections
Section 4.1. Allocations.
(a) 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.
(b) 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.
(c) 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.
(d) 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);
(C) concurrently, and in the case
of any shortfall, pro rata
based on the amounts described
in the following clauses (1)
and (2):
(1) an amount equal to the
"Mandatory Prepayment" for
the related Distribution
Date (calculated based on
the assumption that no
increase or reduction in
the Adjusted Invested
Amount or Series Pool
Balance 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 the
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 to all VBC
Holders on the related
Distribution Date on a pro
rata basis; and
(2) 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); and
(F) 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, Discretionary
Prepayments or Mandatory
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);
(D) an amount equal to the
Mandatory Prepayment for the
related Distribution Date
(calculated based on the
assumption as of such day that
no increase or reduction in the
Adjusted Invested Amount or
Series Pool Balance 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 and as to which
the Servicer has already
delivered a Notice of
Discretionary Prepayment, which
Discretionary Prepayments will
be included in such
calculation);
(E) 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);
(F) 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); 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.
(e) 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.
(f) 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.
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:
(A) 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;
(B) 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,
Mandatory Prepayments and Commitment
Termination Payments payable on such
Distribution Date;
(C) 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,
Mandatory Prepayments and Commitment
Termination Payments payable on such
Distribution Date (to the extent not funded
from Investor Finance Charge Collections as
set forth above);
(D) from remaining Investor Finance Charge
Collections, the amount of any Mandatory
Prepayment payable on such Distribution Date
(to the extent not funded from Investor
Finance Charge Collections as set forth
above);
(E) 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)
(F) 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)
(G) 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,
Mandatory Prepayments and Commitment
Termination Payments payable on such
Distribution Date (to the extent not funded
from Investor Finance Charge Collections as
set forth above);
(H) 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,
Mandatory Prepayments and Commitment
Termination Payments payable on such
Distribution Date (to the extent not funded
from Investor Finance Charge Collections and
Investor Principal Collections as set forth
above);
(I) from remaining Investor
Principal Collections, pro
rata, the amount of any
Mandatory Prepayment and
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
(J) 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).
(ii) 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:
(A) 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;
(B) 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 in excess of the aggregate
amount included therefor, if any, in Mandatory
Prepayments, Discretionary Prepayments and
Controlled Amortization Amounts payable on
such Distribution Date;
(C) 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 in excess of the aggregate
amount included therefor, if any, in Mandatory
Prepayments, Discretionary Prepayments and
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));
(D) 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));
(E) from remaining Investor Finance Charge
Collections, the amount of any Mandatory
Prepayment payable on such Distribution Date
(to the extent not funded from Investor
Finance Charge Collections as set forth
above);
(F) 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));
(G) 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, Discretionary
Prepayments or Mandatory Prepayments in
respect of such Variable Base Certificate made
since the termination of the Revolving Period
and prior to such Distribution Date;
(H) 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 excess of the aggregate
amount included therefor, if any, in
Discretionary Prepayments, Mandatory
Prepayments and payments made in respect of
Controlled Amortization Amounts or Cumulative
Controlled Amortization Amounts 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));
(I) 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 in excess of the aggregate
amount included therefor, if any, in
Discretionary Prepayments, Mandatory
Prepayments and payments made in respect of
Controlled Amortization Amounts or Cumulative
Controlled Amortization Amounts 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));
(J) from remaining Investor Principal
Collections, pro rata, the amount of any
Mandatory 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)); and
(K) 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))).
(iii) 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:
(A) 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;
(B) 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.
Section 4.3. 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".
Section 4.4. 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 (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.
Section 4.5. Trustee Expenses Associated
with Servicing Assumption.
(a) 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.
(b) 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.
(c) 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).
(d) 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.
Section 4.6. 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.
Article V
Distributions and Reports
Section 5.1. 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.
Section 5.2. 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.
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.
(a) The Variable Base Certificates, upon
original issuance, will be issued in
registered form in the form of one or more
definitive typewritten certificates
substantially in the form of Exhibit A hereto,
to be executed and delivered by, or on behalf
of, the Depositor to the Trustee for
authentication. The Trustee shall, upon the
written request of the Depositor, authenticate
and deliver the Variable Base Certificates to
the Person or Persons designated in such
request, in an aggregate stated principal
amount of up to $24,000,000.00 (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. On
the Closing Date, the Depositor will issue
Variable Base Certificates having aggregate
stated principal amounts totaling such Series
2000-1 Maximum Invested Amount, to which are
attributable portions of the VBC Invested
Amount and the VBC Principal Balance totaling
the Initial VBC Invested Amount on the Closing
Date.
(b) 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.
(c) 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, Discretionary Prepayments or
Mandatory 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.
(d) 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, to the Certificate
Administrator, 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 to the Certificate
Administrator) 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.
(e) 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.
(f) 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.
Section 6.2. Extension and Repurchase of
Variable Base Certificates.
(a) 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 extend or reextend such Commitment
Period and, if such notice specifies that the
Commitment Period may be extended or
reextended, specifying the date that will be
the last day of such extended or reextended
Commitment Period if such Commitment Period is
in fact extended or reextended. Following
their receipt of such notice indicating that
the Trust and the VBC Holders do have the
option to extend or reextend such Commitment
Period, the Trustee and any VBC Holder may
agree to extend or 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.
(b) 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
extended or reextended Commitment Period
shall not be later than 364 days after
the last day of the Commitment Period
being so extended or reextended;
(iii) the last day of such
extended or reextended Commitment Period
shall not be later than July 31, 2003.
(c) If the Trust extends to any VBC Holder
the right to extend or 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 Variable Base Certificate on any
Distribution Date prior to the end of the
Commitment Period that is not extended or
reextended (which purchasing VBC Holder may
subsequently agree to extend or reextend such
Commitment Period) for an amount equal to the
outstanding VBC Principal Balance thereof.
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
extend or 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.
Section 6.3. Transfer Restrictions.
(a) 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 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 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
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 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 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 SERIES 2000-1 SUPPLEMENT
THERETO."
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
Section 6.4. 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.
Article VII
Early Amortization Events; Servicer Defaults;
Merger of Servicer
Section 7.1. 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 extended
or reextended pursuant to Section
6.2 hereof), or any Controlled
Amortization Amount, Commitment
Termination Payment or Mandatory
Prepayment 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 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.
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.
Section 7.2. 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.
Section 7.3. 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:
(a) 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
(b) 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) ▇▇▇ ▇▇▇▇▇▇▇▇▇ (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).
Section 7.4. 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:
(a) 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
(b) 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).
Article VIII
Optional Repurchase
Section 8.1. 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.
Article IX
Final Distributions
Section 9.1. Final Distributions.
(a) 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.
(b) 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.
(c) 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.
(d) 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 August
2006.
(e) 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.
Article X
Miscellaneous Provisions
Section 10.1. 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.
Section 10.2. 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.
Section 10.3. 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.
Section 10.4. 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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Title: President/CEO
GOTTSCHALKS INC., as Servicer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Title: President/CEO
BANKERS TRUST COMPANY, not in its individual
capacity but solely as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
Title: Assistant Vice President