UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 29, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
For the transition period from ________________ to ________________.
Commission file number 1-09100
Gottschalks Inc.
(Exact name of Registrant as specified
in its charter)
Delaware 77-0159791
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7 River Park Place East, Fresno, California 93720
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code (209) 434-8000
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
during the preceding 12 months (or for shorter period that the Registrant
was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days: Yes X No
The number of shares of the Registrant's common stock outstanding as of October
29, 1994 was 10,516,520.
INDEX
GOTTSCHALKS INC. AND SUBSIDIARY
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Condensed consolidated balance sheets -
October 29, 1994 and October 30, 1993 2
Consolidated statements of operations -
thirteen weeks and thirty-nine weeks ended
October 29, 1994 and October 30, 1993 3
Condensed consolidated statements of cash flows -
thirty-nine weeks ended October 29, 1994 and
October 30, 1993 4
Notes to condensed consolidated financial
statements - thirteen weeks and thirty-nine
weeks ended October 29, 1994 and
October 30, 1993 5 - 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 6. Exhibits and Reports on Form 8-K 23
SIGNATURES 24
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item I. GOTTSCHALKS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (Note 1)
(In thousands of dollars) October 29, January 29,
1994 1994
(Unaudited)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash $ 1,895 $ 1,213
Restricted cash (Note 2) 870
Receivables held for
securitization and sale (Note 3) 40,000
Receivables - net (Note 3) 12,722 25,436
12,722 65,436
Merchandise inventories (Note 4) 105,387 60,465
Other 13,884 12,573
Total current assets 134,758 139,687
PROPERTY AND EQUIPMENT 129,761 128,835
Less accumulated depreciation
and amortization 36,866 32,439
92,895 96,396
OTHER LONG-TERM ASSETS 13,081 12,247
$240,734 $248,330
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit (Note 5) $ 29,184 $ 49,700
Trade accounts payable 51,029 18,851
Accrued expenses 16,330 21,708
Accrued payroll and related
liabilities 4,496 5,013
Short-term obligation (Note 5) 5,000
Current portion of long-term
obligations 1,421 12,268
Total current liabilities 107,460 107,540
LONG-TERM OBLIGATIONS
(less current portion):
Notes and bonds payable 20,895 21,508
Capitalized lease obligations 9,641 9,985
30,536 31,493
DEFERRED INCOME 16,489 16,859
DEFERRED LEASE PAYMENTS AND OTHER 10,918 10,320
CONTINGENCIES (Note 7)
STOCKHOLDERS' EQUITY:
Common stock 104 104
Additional paid-in capital 56,128 56,021
Retained earnings 19,099 25,993
75,331 82,118
$ 240,734 $248,330
</TABLE>
See notes to condensed consolidated financial statements.
<TABLE>
<CAPTION>
GOTTSCHALKS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED - Note 1)
(In thousands of dollars, except share data)
Thirteen Weeks Thirty-Nine Weeks
Ended Ended
October 29, October 30, October 29, October 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net sales $ 78,835 $ 75,747 $229,571 $217,803
Service charges
& other income 2,265 2,018 6,979 6,473
81,100 77,765 236,550 224,276
COSTS & EXPENSES:
Cost of sales 52,148 50,962 155,770 148,651
Selling, general
& administrative
expenses 26,133 24,554 76,053 75,157
Depreciation &
amortization 1,368 1,325 4,126 4,417
Interest expense 2,310 2,307 7,212 5,899
Provision for unusual
items (Note 6) 1,424 3,833 2,540
81,959 80,572 246,994 236,664
LOSS BEFORE INCOME
TAX BENEFIT (859) (2,807) (10,444) (12,388)
Income tax benefit (291) (1,039) (3,550) (4,584)
NET LOSS $ (568) $ (1,768) $ (6,894) $ (7,804)
Net loss per common
share $ (.05) $ (.17) $ (.66) $ (.75)
Weighted average number
of common shares
outstanding 10,417 10,363 10,415 10,366
</TABLE>
See notes to condensed consolidated financial statements.
<TABLE>
<CAPTION>
GOTTSCHALKS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED - NOTE 1)
(In thousands of dollars)
Thirty-Nine Weeks
Ended
October 29, October 30,
1994 1993
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss ($ 6,894) ($ 7,804)
Adjustments to reconcile net
loss to net cash used in
operating activities ( 4,212) ( 9,423)
Net cash used in operating
activities ( 11,106) ( 17,227)
INVESTING ACTIVITIES:
Purchases of property and
equipment ( 2,429) ( 4,709)
Proceeds from sales of
equipment 1,469
Net cash used in investing
activities ( 960) ( 4,709)
FINANCING ACTIVITIES:
Proceeds from securitization
and sale of receivables (Note 3) 40,000
Proceeds from revolving lines
of credit and short-term
obligation 231,882 89,362
Principal payments on revolving lines
of credit, short-term and long-term
obligations (259,202) ( 67,637)
Issuance of common stock pursuant
to stock option plan 94
Retirement of common stock pursuant
to stock option plan ( 97)
Purchases of common stock for treasury ( 154) ( 166)
Proceeds from sale of treasury stock 225 468
Net cash provided by financing
activities 12,748 22,027
INCREASE IN CASH 682 91
CASH AT BEGINNING OF YEAR 1,213 1,106
CASH AT END OF PERIOD $ 1,895 $ 1,197
</TABLE>
See notes to condensed consolidated financial statements.
GOTTSCHALKS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Thirteen Weeks and Thirty-Nine Weeks Ended
October 29, 1994 and October 30, 1993
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal and recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the thirteen and thirty-nine week
periods ended October 29, 1994 are not necessarily indicative of the results
that
may be expected for the year ending January 28, 1995, because of the seasonal
nature of the Company's business. It is suggested that the financial statements
be read in conjunction with the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended January
29, 1994.
The condensed consolidated balance sheet at January 29, 1994 has been derived
from the audited financial statements at that date. Certain reclassifications
have been made to 1993 amounts to conform with 1994 presentation.
2. RESTRICTED CASH
Restricted cash at October 29, 1994 relates to the receivables securitization
program (Note 3) and consists of $625,000 of customer credit card payments to be
remitted to GCC Trust and $245,000 for the payment of monthly interest to
holders
of Fixed Base Certificates. There was no restricted cash at January 29, 1994.
3. SECURITIZATION AND SALE OF ACCOUNTS RECEIVABLE
As described more fully in the Company's Annual Report on Form 10-K for the year
ended January 29, 1994, the Company entered into an asset-backed securitization
program on March 30, 1994. Under the program, all accounts receivable arising
under the Company's private label customer credit cards are automatically sold,
without recourse, to a wholly-owned subsidiary, Gottschalks Credit Receivables
Corporation ("GCRC") and certain of those receivables are subsequently conveyed
to a trust, Gottschalks Credit Card Master Trust ("GCC Trust"). The Company
services and administers the receivables in return for a monthly servicing fee.
On March 30, 1994, GCC Trust sold, at par value, undivided ownership interests
in certain of the receivables through the issuance of $40.0 million principal
amount 7.35% Fixed Base Class A-1 Credit Card Certificates ("Fixed Base
Certificates") to third-party investors. On March 30, 1994, GCC Trust also
issued
a Subordinated Certificate and an Exchangeable Certificate to GCRC, representing
GCRC's retained interest in the receivables. Interest on the Fixed Base
Certificates is payable on a monthly basis and the outstanding principal balance
is to be repaid in equal monthly installments commencing September 1998 through
September 1999, through the application of finance charge collections during
that period.
The Company used the $40.0 million proceeds from the initial securitization and
sale of the receivables to repay all outstanding borrowings under a pre-existing
line of credit and long-term credit facility and to pay certain costs related to
the securitization transaction. Such proceeds are reported as cash flows from
financing activities during the thirty-nine week period ended October 29, 1994
in the accompanying statement of cash flows. The Company recognized a loss of
$200,000 in connection with the initial securitization and sale of receivables,
representing transaction costs in excess of the estimated excess servicing gain
related to the Fixed Base Certificates. Excess servicing fees related to the
Fixed Base Certificates are recognized over the life of the related transaction.
The Company sold an additional $82.7 million of receivables to GCRC subsequent
to March 30, 1994 and through October 29, 1994, and certain of those receivables
were subsequently conveyed to GCC Trust. After the initial securitization and
sale, receivables are generally sold at a discount of 1% under the program.
Aggregate proceeds from such sales, totalling $81.7 million, were used to fund
the working capital requirements of the Company, and are reported as cash flows
from operating activities during the thirty-nine week period ended October 29,
1994 in the accompanying statement of cash flows.
On September 16, 1994, GCC Trust also issued a Variable Base Class A-2 Credit
Card Certificate ("Variable Base Certificate") in the principal amount of up to
$15.0 million from GCC Trust to Bank Hapoalim. The Variable Base Certificate,
representing certain receivables held by GCC Trust (excluding receivables
underlying the Fixed Base Certificates and GCRC's retained interest), was issued
as collateral for a revolving line of credit financing arrangement with Bank
Hapoalim (Note 5). Transaction costs associated with the issuance of the
Variable Base Certificate are recognized over the life of the financing
arrangement.
Net receivables at October 29, 1994 included in the accompanying condensed
balance sheet consists of the outstanding principal balance of receivables
underlying the Exchangeable and Subordinated Certificates, the Variable Base
Certificate and certain other receivables. Such receivables are net of an
allowance for doubtful accounts based on the expected collectibility of all
credit card receivables, including the receivables sold.
4. INVENTORIES
Inventories, which consist of merchandise held for resale, are valued by the
retail method and are stated at last-in, first-out (LIFO) cost, which is not in
excess of market. Current cost, which approximates replacement cost under the
first-in, first-out (FIFO) method, exceeded the LIFO value of inventories by
$3,202,000 at January 29, 1994 a valuation of inventory under the LIFO method is
presently made only at the end of each year based on actual inventory levels and
costs at that time. Since these factors are subject to variability beyond the
control of management, interim results of operations are subject to the final
year-end LIFO inventory valuation.
5. DEBT FINANCING
The Company has two revolving line of credit arrangements which provide for
total
borrowings of up to $50.0 million through March 1997, with an increase in the
amount available for borrowings to $60.0 million during the period of November
2, 1994 through December 15, 1994, for seasonal inventory purchases. The
Company's primary revolving line of credit arrangement is with Barclays Business
Credit, Inc., ("Barclays"), and provides for borrowings of up to $35.0 million
through March 30, 1997, ($45.0 million during the period of November 2, 1994
through December 15, 1994). Borrowings under the Barclays line of credit
arrangement are limited to a restrictive borrowing base, which was in excess of
$35.0 million at October 29, 1994. The arrangement requires the Company to repay
all outstanding borrowings on the line of credit for thirty consecutive days
during the period of December 1 through January 31 of each year and provides for
interest to be charged on outstanding borrowings at a rate equal to LIBOR plus
3.0% (8.0% at October 29, 1994). At October 29, 1994, $28.5 million was
outstanding under the line of credit arrangement with Barclays.
The Company also has a revolving line of credit arrangement with Bank Hapoalim
(Note 3), which provides for additional borrowings of up to $15.0 million
through March 1997. Borrowings under the line of credit are limited to a
percentage of the outstanding principal balance of receivables underlying the
Variable Base Certificate and interest on outstanding borrowings is charged at
a rate of LIBOR plus 1%, not to exceed a maximum of 12.0% (6.0% at October 29,
1994). Borrowings against the Variable Base Certificate were restricted to
$700,000 at October 29, 1994, however, by mid- December 1994, receivables
underlying the Variable Base Certificate had increased to sufficient levels to
provide for borrowings of up to $15.0 million against the line of credit. At
October 29, 1994, $700,000 was outstanding under the line of credit with Bank
Hapoalim.
The Company also has a short and long-term loan facility with Wells Fargo Bank,
N.A. ("Wells Fargo"). The short-term loan, extended to April 30, 1995, has an
outstanding balance of $5.0 million at October 29, 1994 and bears interest at a
rate ranging from 10 1/2% to 11%. The long-term loan, due June 30, 1996, has a
total outstanding loan balance of $18.3 million at October 29, 1994 and bears
interest at a rate of 10 1/2% at October 29, 1994, increasing 1/4% per quarter
thereafter to a maximum of 12%.
In connection with the arrangements with Wells Fargo and Barclays, the Company
agreed to enter into additional long-term financing arrangements and use the
proceeds of such arrangements to repay the outstanding balance of the short-term
obligation with Wells Fargo and to reduce outstanding indebtedness with Barclays
by $5.0 million. During the third quarter of 1994, Barclays and Wells Fargo
agreed to extend the repayment of these amounts to April 1, 1995 and April 30,
1995, respectively. As discussed more fully in Management's Discussion and
Analysis of Results of Operations, Liquidity and Capital Resources, the Company
intends to use the proceeds of the financing arrangement with Heller and
proceeds
expected to be received through the mortgage of two additional store locations
prior to the end of fiscal 1994 to meet the provisions of the respective
arrangements.
As described more fully in the Company's Annual Report on Form 10-K for the year
ended January 29, 1994, the loan agreements with Barclays and Wells Fargo
contain
various restrictive covenants. During the third quarter ended October 29,
1994,
Barclays agreed to revise certain of the covenants and Wells Fargo agreed to
waive its rights with respect to defaults of certain of the covenants arising
out
of capital expenditures and disposals for the remainder of fiscal 1994. The
Company is in compliance with all applicable restrictive loan covenants, as
revised, at October 29, 1994. Barclay's has also agreed to shorten the period
the Company will be required to reduce total outstanding borrowings to zero for
thirty consecutive days during the period of December 1, 1994 through January
31,
1995 to seven consecutive days during this period. Management believes that
proceeds expected to be provided from the line of credit with Bank Hapoalim and
a portion of the proceeds to be received from the Heller financing arrangement,
together with a seasonal increase in internally generated funds during the
Christmas selling season, will provide the Company with adequate cash resources
to meet this requirement.
On November 30, 1994, the Company entered into a seven-year financing
arrangement
with Heller Financial, Inc., ("Heller"), that will provide the Company with $6.7
million through the mortgage of the real property, furniture, fixtures and
equipment located at its department store in Hanford, California. The mortgage
is to be repaid in monthly installments of a fixed principal amount and interest
at a rate to be determined upon funding of the loan. The rate is currently
expected to be approximately 10.5%. The Company expects the proceeds of the
arrangement to be received by the end of December 1994, and intends to use such
proceeds first to repay a portion of the outstanding balance of the short-term
obligation with Wells Fargo, and then to reduce outstanding indebtedness on the
Barclay's line of credit.
6. PROVISION FOR UNUSUAL ITEMS
As described more fully in the Company's Annual Report on Form 10-K for the year
ended January 29, 1994, the Company and certain of its past and present officers
and directors were parties to a government investigation and three civil
stockholder lawsuits related to an income tax deduction on the Company's 1985
Federal tax return and the reports and registration statements filed by the
Company with the Securities and Exchange Commission. During the first quarter of
1994, the government discontinued its criminal investigation and on August 26,
1994, the Company announced it had reached an agreement to settle all aspects of
the related stockholder litigation (Note 7). Costs related to these matters,
totalling $3,833,000 during the thirty-nine week period ended October 29, 1994
and $1,424,000 and $2,540,000 during the thirteen week and thirty-nine week
periods ended October 30, 1993, respectively, are included in the provision for
unusual items in the accompanying consolidated statements of operations. No
material costs related to these matters were incurred during the thirteen week
period ended October 29, 1994. Management does not anticipate that any
additional costs related to these matters that may be incurred will be material
to the operating results of the Company.
7. CONTINGENCIES
As described more fully in the Company's Annual Report on Form 10-K for the year
ended January 29, 1994, the Company has been a party to three civil lawsuits
related to an income tax deduction on the Company's 1985 federal tax return and
the reports and registration statements filed by the Company with the Securities
and Exchange Commission. On August 26, 1994, the Company announced it had
reached an agreement to settle all aspects of those lawsuits and included in the
Company's results of operations for the second quarter of 1994 is a provision of
$3.5 million representing the cost of the settlement plus an estimate for
related
legal fees and other costs. On October 20, 1994, the Superior Court of
California, County of Fresno, gave preliminary approval to the settlement in so
far as it relates to the class action pending in that court (Ponder v.
Gottschalks; filed April 30, 1993). In accordance with the terms of the
settlement agreement, the derivative action pending in the Superior Court of
California, County of Fresno (Ponder v. Ernst & Young; filed May 11, 1993) and
the class action pending in the United States District Court for the Northern
District of California, (Annoni v. Gottschalks; filed July 15, 1993) were
dismissed on October 21, 1994 and on November 4, 1994, respectively, subject, in
each case, to the Superior Court's final approval of the class action
settlement.
Notice of the settlement has been given to class members and a hearing
concerning
final approval of the settlement is anticipated in the first quarter of 1995.
F&N Acquisition Corporation ("F&N") obtained a partial summary judgment against
the Company on April 22, 1993 for breach of an agreement to purchase a former
Frederick and Nelson store location in Spokane, Washington. The partial summary
judgment was subsequently affirmed in September 1993. The Company was ordered
to pay F&N damages of $3.0 million plus accrued interest from the date of the
judgment, and amounts payable under the judgement were fully accrued as of
January 29, 1994. On November 21, 1994, the United States Court of Appeals for
the Ninth Circuit reversed the partial summary judgment awarded to F&N and
remanded the matter to the Bankruptcy Court for further proceedings. The
Company
is continuing to pursue the matter vigorously.
On June 3, 1994, an additional complaint was filed against the Company by Sabey
Corporation ("Sabey"), the owner of the mall in which the Frederick & Nelson
store was located. The complaint seeks damages suffered by the mall due to the
Company's failure to purchase and assume the Frederick & Nelson store lease.
Inasmuch as the outcome of the Sabey lawsuit cannot presently be determined, no
provision for any loss that may result upon its resolution has been made in the
financial statements.
<PAGE>
GOTTSCHALKS INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Following is management's discussion and analysis of significant factors which
have affected the Company's financial position and results of operations for the
periods presented in the accompanying condensed consolidated financial
statements.
RESULTS OF OPERATIONS
Thirteen Weeks Ended October 29, 1994 Compared To Thirteen Weeks Ended October
30, 1993
The Company recorded a net loss of $568,000 in the third quarter of 1994 as
compared to $1,768,000 in the third quarter of 1993. Prior to income taxes and
unusual items, the operating loss was $859,000 in the third quarter of 1994 as
compared to $1,383,000 in the third quarter of 1993. The reduction in the
operating loss of $524,000 was primarily the result of an increase in sales
volume, an improved gross margin and higher service charge income associated
with
the Company's customer credit cards. These factors were partially offset by an
increase in selling, general and administrative expense as a percent of net
sales.
The net loss in the third quarter of 1993 includes unusual items totalling
$1,424,000. As discussed more fully in Note 6 to the condensed consolidated
financial statements, the unusual items in the third quarter of 1993 consisted
primarily of legal fees incurred in connection with the government's
investigation of a tax deduction on the Company's 1985 Federal tax return and
the
reports and registration statements filed by the Company with the Securities and
Exchange Commission and related stockholder litigation. These matters were
substantially concluded prior to the third quarter of 1994, and no such costs
were incurred during the third quarter of 1994. Management does not anticipate
that any additional costs related to these matters that may be incurred will be
material to the operating results of the Company.<PAGE>
The following table sets forth
for the periods indicated certain items from the
Company's consolidated statements of operations, expressed as a percent of net
sales:
<TABLE>
<CAPTION>
Third Quarter Third Quarter
1994 1993
<S> <C> <C>
Net sales 100.0% 100.0%
Service charges and other income 2.8 2.7
102.8 102.7
Costs and Expenses:
Cost of sales 66.1 67.3
Selling, general and
administrative expenses 33.1 32.4
Depreciation and amortization 1.8 1.8
Interest expense 2.9 3.0
Provision for unusual items 1.9
103.9 106.4
LOSS BEFORE INCOME TAX BENEFIT (1.1) (3.7)
Income tax benefit (0.4) (1.4)
NET LOSS (0.7)% (2.3)%
</TABLE>
Net sales increased $3.1 million to $78.8 million in the third quarter of 1994
as compared to $75.7 million in the third quarter of 1993, an increase of 4.1%.
This increase is attributable to a 3.6% increase in comparable store sales
resulting from strong retail activity and improved economic conditions in
certain
of the Company's market areas and additional sales related to the new stores in
Redding and Oakhurst, California not open during the entire third quarter of the
prior year. These increases were partially offset by lower sales resulting from
the closure of the Company's clearance center in January 1994.
Service charges and other income increased to $2.3 million in the third quarter
of 1994 as compared to $2.0 million in the third quarter of 1993. Service
charges associated with the Company's customer credit cards increased to $2.0
million in the third quarter of 1994 as compared to $1.9 million in the third
quarter of 1993, an increase of 5.3%. This increase resulted from a 4.2%
increase in the Company's credit card sales as a percent of total sales during
the period, primarily as a result of the success of the Company's Instant Credit
program, and late charge fees on delinquent customer credit card accounts not
assessed in the third quarter of the prior year. Other income increased
$200,000
in the third quarter of 1994 as compared to the third quarter of 1993. This
increase is primarily attributable to additional rental income realized through
the Company's partnership investment in its corporate headquarters building as
a result of leasing previously unoccupied space.
Cost of sales increased to $52.1 million in the third quarter of 1994 as
compared
to $51.0 million in the third quarter of 1993, an increase of 2.3%. The
Company's gross margin percent increased to 33.9% in the third quarter of 1994
as compared to 32.7% in the third quarter of 1993. The increase in gross margin
percent resulted from the increase in sales volume and was partially offset by
an increase in promotional markdowns as a percent of net sales.
Selling, general and administrative expenses increased to $26.1 million in the
third quarter of 1994 as compared to $24.6 million in the third quarter of 1993,
an increase of 6.4%. As a percent of net sales, selling, general and
administrative expenses increased to 33.1% in the third quarter of 1994 as
compared to 32.4% in the third quarter of 1993. This increase as a percent of
net
sales occurred primarily as a result of an increase in payroll and related costs
and higher advertising and other promotional costs during the quarter. These
increases were partially offset by continued focus on expense control measures
throughout the Company and through the benefit of interim experience adjustments
resulting in a reduction to required workers' compensation claim reserves.
Depreciation and amortization expense increased to $1.4 million in the third
quarter of 1994 as compared to $1.3 million in the third quarter of 1993, an
increase of 3.2%. As a percent of net sales, depreciation and amortization
expense remained unchanged in the third quarters of 1994 and 1993. The Company
expects to continue to realize increases in depreciation expense and
amortization
of store pre-opening costs in the fourth quarter of 1994 and throughout fiscal
1995 as a result of completing and opening new stores in Oakhurst and
Sacramento,
California in October and November, 1994, respectively, and from the five
additional planned store openings in 1995.
Interest expense remained unchanged at $2.3 million in the third quarters of
1994
and 1993. As a percent of net sales, interest expense decreased to 2.9% in the
third quarter of 1994 as compared to 3.0% in the third quarter of 1993. The
decrease as a percent of net sales resulted from reduced borrowings on the line
of credit resulting from the application of proceeds from the securitization and
sale of the Company's receivables and lower amortization of loan fees applicable
to certain of the Company's short and long-term credit facilities that were
refinanced in March 1994. These decreases were partially offset by an increase
in the interest rate charged on outstanding borrowings under the Company's line
of credit facilities from 6.125% to 7.0% in the third quarter of 1993 to a
weighted average interest rate of 7.9% in the third quarter of 1994, and from
additional interest expense related to the Fixed Base Certificates sold in
connection with the receivables securitization program.
The Company accounts for income taxes in accordance with Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes". The interim effective
tax rate, (a credit of (34.0%) in the third quarter of 1994 as compared to a
credit of (37.0%) in the third quarter of 1993), represents the Company's best
estimate of the annual effective tax rate for the fiscal year. The reduction in
the estimated effective tax rate from the prior year reflects the impact of
statutory annual limitations to state net operating loss carryforwards.
Thirty-Nine Weeks Ended October 29, 1994 Compared to Thirty-Nine Weeks
Ended October 30, 1993
The Company recorded a net loss of $6,894,000 in the first three quarters of
1994
as compared to $7,804,000 in the first three quarters of 1993. Prior to income
taxes and unusual items, the operating loss was $6,611,000 in the first three
quarters of 1994 as compared to $9,848,000 in the first three quarters of 1993.
The reduction in the operating loss of $3,237,000 was primarily the result of an
increase in sales volume, an improved gross margin, higher service charge income
associated with the Company's customer credit cards and a reduction in selling,
general and administrative expense as a percent of net sales. These factors
were
partially offset by increased interest expense during the period.
The net loss in the first three quarters of 1994 and 1993 includes unusual items
totalling $3,833,000 and $2,540,000, respectively. As discussed more fully in
Note 6 to the condensed consolidated financial statements, the unusual items in
the first three quarters of 1994 includes a provision for $3.5 million
representing the cost of the settlement of stockholder litigation pending
against
the Company and related legal fees and other costs. Additional unusual items in
the first three quarters of 1994 and the unusual items in the first three
quarters of 1993 consist primarily of legal fees incurred in connection with the
government's investigation of a tax deduction on the Company's 1985 Federal tax
return and the reports and registration statements filed by the Company with the
Securities and Exchange Commission and related stockholder litigation. These
matters were substantially concluded as of the second quarter of 1994, and
management does not anticipate that any additional costs related to these
matters
that may be incurred will be material to the operating results of the Company.
The following table sets forth for the periods indicated certain items from
the
Company's consolidated statements of operations, expressed as a percent of net
sales:
<TABLE>
<CAPTION>
Three Quarters Three Quarters
1994 1993
<S> <C> <C>
Net sales 100.0% 100.0%
Service charges and other income 3.0 3.0
103.0 103.0
Costs and Expenses:
Cost of sales 67.8 68.3
Selling, general and
administrative expenses 33.1 34.5
Depreciation and amortization 1.8 2.0
Interest expense 3.1 2.7
Provision for unusual items 1.7 1.2
107.5 108.7
LOSS BEFORE INCOME TAX BENEFIT (4.5) (5.7)
Income tax benefit (1.5) (2.1)
NET LOSS (3.0)% (3.6)%
</TABLE>
Net sales increased $11.8 million to $229.6 million in the first three quarters
of 1994 as compared to $217.8 million in the first three quarters of 1993, an
increase of 5.4%. This increase is attributable to a 5.1% increase in
comparable
store sales resulting from strong retail activity and improved economic
conditions in certain of the Company's market areas and additional sales related
to the new stores in Hanford, Redding and Oakhurst, California not open during
the entire first three quarters of the prior year. These increases were
partially offset by lower sales resulting from the closure of the Company's
clearance center in January 1994.
Service charges and other income increased to $7.0 million in the first three
quarters of 1994 as compared to $6.5 million in the first three quarters of
1993.
Service charges associated with the Company's customer credit cards increased to
$6.4 million in the first three quarters of 1994 as compared to $6.0 million in
the first three quarters of 1993, an increase of 6.7%. This increase resulted
from a 4.2% increase in the Company's credit card sales as a percent of net
sales
during the period, primarily as a result of the success of the Company's Instant
Credit program, and late charge fees on delinquent customer credit card accounts
not assessed during the first three quarters of the prior year. Other income
increased $100,000 in the first three quarters of 1994 as compared to the first
three quarters of 1993. This increase is primarily attributable to additional
rental income realized through the Company's partnership investment in its
corporate headquarters building as a result of leasing previously unoccupied
space and interest income on income tax refunds, partially offset by a $200,000
loss recognized in connection with the receivables securitization program.
Cost of sales increased to $155.8 million in the first three quarters of 1994 as
compared to $148.7 million in the first three quarters of 1993, an increase of
4.8%. The Company's gross margin percent increased to 32.2% in the first three
quarters of 1994 as compared to 31.7% in the first three quarters of 1993. This
increase in gross margin percent resulted from the increase in sales volume and
was partially offset by an increase in promotional markdowns as a percent of net
sales.
Selling, general and administrative expenses increased to $76.1 million in the
first three quarters of 1994 as compared to $75.2 million in the first three
quarters of 1993, an increase of 1.2%. As a percent of net sales, selling,
general and administrative expenses decreased to 33.1% in the first three
quarters of 1994 as compared to 34.5% in the first three quarters of 1993. This
decrease as a percent of net sales occurred as a result of an increase in sales
volume, a reduction in payroll and related costs through the restructuring of
the
Company's sales, buying and support staff, and continued focus on expense
control
measures throughout the Company. The Company also realized the benefit of
interim experience adjustments resulting in a reduction to required workers'
compensation claim reserves. These factors were partially offset by an increase
in advertising and other promotional costs to stimulate sales.
Depreciation and amortization expense decreased to $4.1 million in the first
three quarters of 1994 as compared to $4.4 million in the first three quarters
of 1993, a decrease of 6.6%. As a percent of net sales, depreciation and
amortization expense decreased to 1.8% in the first three quarters of 1994 as
compared to 2.0% in the first three quarters of 1993. This decrease as a
percent
of net sales resulted primarily from an increase in sales volume and a decrease
in the amortization of pre-opening costs related to the Company's new stores.
The Company expects to realize an increase in deprecation expense and
amortization of store pre-opening costs in the fourth quarter of 1994 as a
result
of completing and opening new stores in Oakhurst and Sacramento, California in
October and November, 1994, respectively, and from the five additional planned
store openings in 1995.
Interest expense increased to $7.2 million in the first three quarters of 1994
as compared to $5.9 million in the first three quarters of 1993, an increase of
22.3%. As a percent of net sales, interest expense increased to 3.1% in the
first three quarters of 1994 as compared to 2.7% in the first three quarters of
1993. These increases related to an increase in the interest rate charged on
outstanding borrowings under the Company's line of credit facility from 6.125%
to 7.0% during the first three quarters of 1993 to a weighted average interest
rate of 7.4% during the first three quarters of 1994, additional interest
expense
related to the Fixed Base Certificates sold in connection with the receivables
securitization program and additional amortization of loan fees applicable to
certain of the Company's short and long-term credit facilities that were
refinanced in March 1994. These increases were partially offset by reduced
borrowings on the line of credit arrangement resulting from the application of
proceeds from the securitization and sale of the Company's receivables in March
1994.
The Company accounts for income taxes in accordance with Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes". The interim effective
tax rate (a credit of (34.0%) in the first three quarters of 1994 as compared to
a credit of (37.0%) in the first half of 1993), represents the Company's best
estimate of the annual effective tax rate for the fiscal year. The reduction in
the estimated effective tax rate from the prior year reflects the impact of
statutory annual limitations to state net operating loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
Accounts receivable, excluding amounts held for securitization and sale at
January 29, 1994, decreased to $12.7 million at October 29, 1994 from $25.4
million at January 29, 1994. This decrease of $12.7 million is primarily due to
the seasonal nature of the Company's business. Receivables are at their highest
level following the Christmas selling season and gradually decline throughout
the
following months as customers repay outstanding balances. Compared to the end
of the third quarter of 1993, accounts receivable decreased $39.4 million from
$52.1 million. This decrease resulted from the securitization and sale of $40.0
million of the Company's customer credit card receivables through the issuance
of the Fixed Base Certificates under the asset-backed securitization program in
March 1994.
Merchandise inventories increased to $105.4 million at October 29, 1994 from
$60.5 million at January 29, 1994. This increase of $44.9 million is also
primarily attributable to seasonality in that inventories are at their lowest
level following the Christmas selling season and steadily increase in the
following months. Compared to the end of the third quarter of 1993, inventories
increased $14.0 million from $91.4 million. A portion of this increase relates
to the receipt of several large shipments of inventories for the Christmas
selling season in October of 1994 as compared to November of the prior year.
The
increase also relates to additional inventories for new stores in Oakhurst and
Sacramento, California, not open in the third quarter of the prior year.
Working capital decreased to $27.3 million at October 29, 1994 from $32.1
million
at January 29, 1994. The Company's current ratio decreased to 1.25:1 at October
29, 1994 from 1.30:1 at January 29, 1994. The decrease in working capital and
the current ratio is primarily the result of the securitization and sale of
$40.0
million of the Company's customer credit card receivables in March 1994, and was
partially offset by reduced borrowings on the Company's line of credit and
other
long-term obligations classified as current at January 29, 1994 from the
application of proceeds from the receivables securitization program.
Additions to property and equipment were $2.4 million in the first three
quarters
of 1994 as compared to $4.7 million in the first three quarters of 1993.
Significant additions in the first three quarters of 1994 included $1.2 for the
construction, fixturing and remodeling costs associated with new stores opened
in Oakhurst and Sacramento, California in 1994 and for the five new stores
expected to be opened in 1995, $200,000 for new fixtures and the remodel of
certain of the Company's existing store locations and $345,000 for the purchase
of new computer communication equipment and new payroll software package.
Significant additions in the first three quarters of 1993 included $3.5 million
for the construction and fixturing of the new store in Hanford, California,
$200,000 for the remodel of certain of the Company's existing store locations
and
$400,000 for the purchase of new computer communications equipment in each of
the
Company's store locations. During the first three quarters of 1994, the Company
sold its mainframe computer and a software package for its net book value of
$1.5
million and subsequently leased the equipment, the software and an upgrade to
the
mainframe back under an operating lease. There were no significant sales of
property and equipment during the first three quarters of 1993.
As discussed more fully in Note 3 to the condensed consolidated financial
statements, the Company entered into an asset-backed securitization program on
March 30, 1994. Under the program, accounts receivable arising under the
Company's private label customer credit card are automatically sold, without
recourse, to a wholly-owned subsidiary, Gottschalks Credit Receivables
Corporation ("GCRC"), and certain of those receivables are subsequently conveyed
to a trust, Gottschalks Credit Card Master Trust ("GCC Trust"). On March 30,
1994, GCC Trust issued $40.0 million 7.35% Fixed Base Class A-1 Credit Card
Certificates ("Fixed Base Certificates) to third-party investors and also issued
a Subordinated Certificate and an Exchangeable Certificate to GCRC, representing
GCRC's retained interest in those receivables. Interest on the Fixed Base
Certificates is payable on a monthly basis and the outstanding principal balance
is to be repaid in equal monthly installments commencing September 1998 and
through September 1999, through the application of finance charge collections
during that period.
The $40.0 million proceeds from the initial securitization and sale of the
receivables were used to repay outstanding borrowings under a pre-existing line
of credit and long-term credit facility and to pay certain costs related to the
securitization transaction. Subsequent to March 30, 1994 and through October
29,
1994, the Company sold an additional $82.7 million of receivables to GCRC under
the program, at a discount of 1%, and certain of these receivables were
subsequently conveyed to GCC Trust. Aggregate proceeds from such sales,
amounting to $81.7 million, were used to fund working capital requirements of
the
Company.
On September 16, 1994, GCC Trust also issued a Variable Base Class A-2 Credit
Card Certificate ("Variable Base Certificate") in the principal amount of up to
$15.0 million from GCC Trust to Bank Hapoalim. The Variable Base Certificate,
representing certain receivables held by GCC Trust (excluding receivables
underlying the Fixed Base Certificate and GCRC's retained interest), was issued
as collateral for a revolving line of credit financing arrangement with Bank
Hapoalim that will provide the Company with borrowings of up to a maximum of
$15.0 million through March 1997. Interest on outstanding borrowings on the line
of credit with Bank Hapoalim is charged at a rate of LIBOR plus 1.0%, not to
exceed a maximum of 12.0% (6.0% at October 29, 1994) and borrowings are
restricted by the outstanding principal balance of receivables underlying the
Variable Base Certificate. Borrowings against the Variable Base Certificate
were
restricted to $700,000 at October 29, 1994, however, by mid-December 1994,
receivables underlying the Variable Base Certificate had increased to sufficient
levels to provide for borrowings of up to $15.0 million on the line of credit.
Because the outstanding principal balance of such receivables are subject to
seasonal variations, the amount available for borrowings against the Variable
Base Certificate will be the highest during the Christmas selling season and
will
generally decline thereafter. At October 29, 1994, $700,000 was outstanding
under the line of credit arrangement with Bank Hapoalim.
The Company also has a revolving line of credit arrangement with Barclays
Business Credit, Inc., ("Barclays"), which provides for borrowings of up to
$35.0
million through March 30, 1997, ($45.0 million during the period of November 2,
1994 through December 15, 1994). Borrowings under the Barclays line of credit
arrangement are limited to a restrictive borrowing base, which was in excess of
$35.0 million at October 29, 1994. The arrangement requires the Company to
repay
all outstanding borrowings on the line of credit for thirty consecutive days
during the period of December 1 through January 31 of each year and provides for
interest to be charged on outstanding borrowings at a rate equal to LIBOR plus
3.0% (8.0% at October 29, 1994). At October 29, 1994, $28.5 million was
outstanding under the line of credit arrangement with Barclays.
The line of credit arrangements with Barclays and Bank Hapoalim potentially
provide the Company with total borrowings of up to $50.0 million ($60.0 million
from November 2, 1994 through December 14, 1994) through March 30, 1997. The
Company also has a short and long-term loan facility with Wells Fargo Bank, N.A.
("Wells Fargo"). The short-term loan, extended to April 30, 1995, has an
outstanding balance of $5.0 million at October 29, 1994 and bears interest at a
rate ranging from 10 1/2% to 11%. The long-term loan, due June 30, 1996, has a
total outstanding loan balance of $18.3 million at October 29, 1994 and bears
interest at a rate of 10 1/2% at October 29, 1994, increasing 1/4% per quarter
thereafter to a maximum of 12%.
In connection with the arrangements with Wells Fargo and Barclays, the Company
agreed to enter into additional long-term financing arrangements and use the
proceeds of such arrangements to repay the outstanding balance of the short-term
obligation with Wells Fargo and to reduce outstanding indebtedness with Barclays
by $5.0 million. During the third quarter of 1994, Barclays and Wells Fargo
agreed to extend the repayment of these amounts to April 1, 1995 and April 30,
1995, respectively. The Company intends to use the proceeds of the long-term
financing arrangements discussed more fully below, to repay these amounts
pursuant to the provisions of the respective arrangements.
As described more fully in the Company's Annual Report on Form 10-K for the year
ended January 29, 1994, the loan agreements with Barclays and Wells Fargo
contain
various restrictive covenants. During the third quarter ended October 29, 1994,
Barclays agreed to revise certain of the covenants and Wells Fargo agreed to
waive its rights with respect to defaults of certain of the covenants arising
out
of capital expenditures and disposals for the remainder of fiscal 1994. The
Company is in compliance with all applicable restrictive loan covenants, as
revised, at October 29, 1994. Barclay's has also agreed to shorten the period
the Company will be required to reduce outstanding borrowings on the line of
credit to zero from thirty consecutive days during the period of December 1,
1995
through January 31, 1995 to seven consecutive days during this period.
Management
believes that proceeds expected to be provided from the line of credit with Bank
Hapoalim and a portion of the proceeds to be received from the Heller financing
arrangement, together with a seasonal increase in internally generated funds
during the Christmas selling season, will provide the Company with adequate cash
resources to meet this requirement.
On November 30, 1994, the Company reached an agreement with Heller Financial
Inc., ("Heller"), that will provide the Company with a seven-year financing
arrangement for $6.7 million through the mortgage of the real property,
furniture, fixtures and equipment located at its department store in Hanford,
California. The mortgage is to be repaid in monthly installments of a fixed
principal amount and interest at a rate to be determined upon funding of the
loan. The rate is currently expected to be approximately 10.5%. The Company
intends to use the proceeds of the arrangement, expected to be received by the
end of December 1994, first to repay a portion of the outstanding balance of the
short-term obligation with Wells Fargo, and then to reduce outstanding
indebtedness on the Barclay's line of credit.
Management anticipates finalization of another long-term financing arrangement
with a financial institution providing for the mortgage of the real property,
furniture, fixtures and equipment of two of its department stores prior to the
end of fiscal 1994. Proceeds from this arrangement are expected to be in excess
of $10.0 million and management intends to use the proceeds first to pay-off the
remainder of the short-term obligation with Wells Fargo, prior to its maturity,
and then to reduce outstanding borrowings on the Barclays line of credit.
The Company opened a new 190,000 square foot store in Sacramento, California in
November 1994, and in 1995 intends to open a new 204,000 square foot store in
San
Bernardino, California, a new 150,000 square foot store to replace its smaller
existing store location in Visalia, California, a new 56,000 square foot store
in Carson City, Nevada, a new 40,000 square foot store in Auburn, California and
a new 100,000 square foot store in Tracy, California. The estimated cost to
open
the new stores, net of amounts to be contributed by mall owners or developers of
certain of the projects, is approximately $4.2 million. The Company expects
that
cash generated from operations will be sufficient to fund its planned store
openings.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As described more fully in the Company's Annual Report on Form 10-K for the year
ended January 29, 1994, the Company has been a party to three civil lawsuits
related to an income tax deduction on the Company's 1985 federal tax return and
the reports and registration statements filed by the Company with the Securities
and Exchange Commission. On August 26, 1994, the Company announced its
agreement
to settle all aspects of those lawsuits. The principal terms of the settlement
are described in the Company's Quarterly Report on Form 10-Q for the quarter
ended July 30, 1994. On October 20, 1994, the Superior Court of California,
County of Fresno, gave preliminary approval to the settlement in so far as it
relates to the class action pending in that court (Ponder v. Gottschalks; filed
April 30, 1993). In accordance with the terms of the settlement agreement, the
derivative action pending in the Superior Court of California, County of Fresno
(Ponder v. Ernst & Young; filed May 11, 1993) and the class action pending in
the
United States District Court for the Northern District of California, (Annoni v.
Gottschalks; filed July 15, 1993) were dismissed on October 21, 1994 and on
November 4, 1994, respectively, subject, in each case, to the Superior Court's
final approval of the class action settlement. Notice of the settlement has
been
given to class members and a hearing concerning final approval of the settlement
is anticipated in the first quarter of 1995.
As described in the Company's previous periodic reports, the Company is a
defendant in a lawsuit filed in the United States Bankruptcy Court for the
Western District of Washington in October 1992 by Frederick and Nelson
Acquisition Corp. ("F&N"). In the lawsuit, F&N seeks damages arising out of
the
Company's alleged breach of an agreement to purchase a former F&N store location
in Spokane, Washington. On November 21, 1994, the United States Court of
Appeals
for the Ninth Circuit reversed the Bankruptcy Court's grant of summary judgment
to F&N and remanded the matter to the Bankruptcy Court for further proceedings.
The Company's financial statements include an accrual of all amounts that would
have been payable with respect to the Bankruptcy Court's award of summary
judgment to F&N through January 29, 1994.
As noted in the Company's Quarterly Report on Form 10-Q for the period ended
July
30, 1994, an additional complaint was filed on June 3, 1994 against the Company
in the United States District Court for the Western District of Washington by
Sabey Corporation ("Sabey"), the owner of the mall in which the F&N store is
located. The complaint seeks damages allegedly suffered by the mall due to the
Company's failure to purchase and assume the F&N lease. Inasmuch as the outcome
of the Sabey lawsuit cannot presently be determined, no provision for any loss
that may result upon its resolution has been made in the financial statements.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed pursuant to the requirements of
Item 601 of Regulations S-K:
Exhibit No. Description
10.73 Amendment No. 1 to Pooling and Servicing Agreement
dated as of September 16, 1994, by and among Gottschalks
Credit Receivables Corporation, Gottschalks Inc. and
Bankers Trust Company
10.74 Amended and Restated Series 1994-1 Supplement to
Pooling and Servicing Agreement dated as of
September 16, 1994, by and among Gottschalks
Credit Receivables Corporation, Gottschalks
Inc. and Bankers Trust Company
10.80 Waiver Agreement dated November 23, 1994, by and among
Gottschalks Credit Receivables Corporation,
Gottschalks Inc. and Bankers Trust Company
10.81 First Amendment to 1994 Amended and Restated Credit
Agreement dated August 26, 1994, by and between
Gottschalks Inc. and Wells Fargo Bank, N.A.
10.82 Waiver Agreement dated October 21, 1994, by and between
Gottschalks Inc. and Wells Fargo Bank, N.A.
10.83 New Term Loan Maturity Date Extension dated November
15, 1994, by and between Gottschalks Inc. and Wells Fargo
Bank, N.A.
10.84 Second Amendment to Loan and Security Agreement dated
October 12, 1994, by and between Gottschalks Inc. and
Barclays Business Credit, Inc.
(b) The Company did not file a Current Report on Form 8-K during
the thirteen week period ended October 29, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Gottschalks Inc.
(Registrant)
December 13, 1994
s/Joseph W. Levy
(Joseph W. Levy, Chairman
and Chief Executive Officer)
December 13, 1994
s/Alan A. Weinstein
(Alan A. Weinstein, Senior Vice
President and Chief Financial Officer)
[CONFORMED
COPY]
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION
Depositor
GOTTSCHALKS INC.
Servicer
and
BANKERS TRUST COMPANY
Trustee
___________________________________
AMENDMENT NO. 1
to
POOLING AND SERVICING AGREEMENT
Dated as of September 16, 1994
___________________________________
GOTTSCHALKS CREDIT CARD MASTER TRUST
<PAGE>
AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT,
dated as of
September 16, 1994 (this "Amendment"), among GOTTSCHALKS CREDIT
RECEIVABLES
CORPORATION, a Delaware corporation, as depositor (the
"Depositor"),
GOTTSCHALKS INC., a Delaware corporation, as servicer (the
"Servicer"), and
BANKERS TRUST COMPANY, a New York banking corporation, not in its
individual
capacity but solely as trustee (the "Trustee").
RECITALS
A. The Depositor, the Servicer and the Trustee have
previously
entered into that certain Pooling and Servicing Agreement, dated
as of March
30, 1994 (as amended and supplemented, the "Agreement";
capitalized terms used
herein and not otherwise defined herein shall have the meaning
given thereto
in the Agreement), which provides, among other things, that the
Depositor may
from time to time direct the Trustee to authenticate and deliver,
on behalf of
the Trust established under the Agreement, one or more 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
Series of Investor Certificates and to specify the Principal
Terms thereof.
B. Pursuant to the Series 1994-1 Supplement to
Pooling and
Servicing Agreement, dated as of March 30, 1994 (as amended and
supplemented,
the "Supplement"), among the Depositor, the Servicer and the
Trustee, the
Depositor and the Trustee created, among other Certificates, a
Class of
Investor Certificate known as the "Variable Base Class A-2 Credit
Card
Certificate, Series 1994-1" (the "Variable Base Certificate") and
specified
the Principal Terms thereof.
C. Pursuant to the terms of the Section 6.02 of the
Supplement,
the Depositor desires to provide for the issuance of the Variable
Base
Certificate and, in connection therewith, desires to amend the
Agreement and
amend and restate the Supplement on the terms and conditions set
forth herein.
NOW, THEREFORE, IT IS AGREED:
ARTICLE I
AMENDMENTS TO AGREEMENT
Section 1.01. Amendment to Section 1.01 of the
Agreement. Upon the
effectiveness of this Amendment, the following defined term shall
be added to
Section 1.01 of the Agreement immediately following the defined
the Series Cut-
Off Date:
'"Series Issuance Date" shall mean, with respect to any
Series, the
date specified as such in the related Supplement.'
Section 1.02. Revised Daily Report. Upon the
effectiveness of this
Amendment, the form of Daily Report attached as Exhibit B to the
Agreement shall
be deleted and the form of Daily Report attached hereto as
Exhibit B shall be
substituted therefor.
ARTICLE II
AMENDMENT AND RESTATEMENT OF SUPPLEMENT
Section 2.01. Amendments to Section 1.01 of the
Agreement.
Concurrently with the effectiveness of this Amendment, the
parties hereto shall
execute and deliver the Amended and Restated Series 1994-1
Supplement to Pooling
and Servicing Agreement in the form attached hereto as Exhibit A
(the "Restated
Supplement").
ARTICLE III
EFFECTIVENESS OF THIS AMENDMENT
This Amendment shall become effective and the Agreement
shall be
amended as provided herein on the date on which each of the
following documents
shall have been executed and delivered and the following
conditions have been
satisfied (such date, the "Effective Date"):
Section 3.01. Execution of Amendment and Restated
Supplement.
Each of the Depositor, the Servicer and the Trustee shall have
received a
counterpart of this Amendment and the Restated Supplement duly
executed and
delivered by the other parties hereto.
Section 3.02. Consent to Amendment. The current Fixed
Base
Certificateholders shall have indicated their acceptance of the
terms of this
Amendment by executing and delivering to the Trustee a copy of
their agreement
and acceptance in the form set forth on the signature pages to
this Amendment.
Section 3.03. Rating Agencies. The Rating Agency
Condition shall
be satisfied after giving effect to effectiveness of this
Amendment and the
Restated Supplement.
Section 3.04. Request to Authenticate. The Trustee
shall have
received the written request of the Depositor to authenticate and
deliver the
Variable Base Certificate pursuant to Section 6.02 of the
Supplement.
<PAGE>
ARTICLE IV
MISCELLANEOUS
Section 4.01. Full Force and Effect. Except as
expressly modified
by this Amendment, the Agreement shall each continue to be and
remain in full
force and effect in accordance with its terms. Any future
reference to the
Agreement shall be deemed to be a reference to the Agreement as
amended by this
Amendment.
Section 4.02. Counterparts. This Amendment 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 when taken together shall constitute
one and the same
instrument.
Section 4.03. Governing Law. THIS AMENDMENT SHALL BE
CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS.
[Remainder of page intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Servicer and the
Trustee have
caused this Amendment 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/ Alan A. Weinstein
Alan A. Weinstein
President
GOTTSCHALKS INC., as Servicer
By: /s/ Stephen J. Furst
Stephen J. Furst
President
BANKERS TRUST COMPANY, not in its
individual capacity but
solely as Trustee
By: /s/ Melissa J. Kaye
Melissa J. Kaye
Vice President
<PAGE>
AGREED TO AND ACCEPTED
as of the date first
written above:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Kevin Lalor
Kevin Lalor
Vice President
UMBTRU AND CO.
By:__s/Steve Furst____________
Name:_Steve Furst__________
Title:___President_____________
<PAGE>
EXHIBIT A
FORM OF RESTATED SUPPLEMENT<PAGE>
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION
Depositor
GOTTSCHALKS INC.
Servicer
and
BANKERS TRUST COMPANY
Trustee
___________________________________
AMENDED AND RESTATED
SERIES 1994-1 SUPPLEMENT
Dated as of September 16, 1994
to
POOLING AND SERVICING AGREEMENT
Dated as of March 30, 1994
___________________________________
GOTTSCHALKS CREDIT CARD MASTER TRUST
SERIES 1994-1
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series 1994-1 Certificates. . . . .
. 1
SECTION 1.01. Designation . . . . . . . . . . . . . . . . . . .
. 1
ARTICLE II
Definitions . . . . . . . . . . . .
. 2
SECTION 2.01. Definitions . . . . . . . . . . . . . . . . . . .
. 2
ARTICLE III
Servicing Fee. . . . . . . . . . . .
. 24
SECTION 3.01. Servicing Compensation. . . . . . . . . . . . . .
. 24
ARTICLE IV
Rights of Certificateholders and
Allocation and Application of Collections. . . . .
. 24
SECTION 4.01. Allocations and Distributions . . . . . . . . . .
. 24
SECTION 4.02. Monthly Interest; Unutilized
Commitment Fee . . . . . . . . . . . . . . . . . .
. 42
SECTION 4.03. Determination of Monthly Principal. . . . . . . .
. 45
SECTION 4.04. Series Accounts . . . . . . . . . . . . . . . . .
. 46
SECTION 4.05. Capitalized Interest Account. . . . . . . . . . .
. 48
SECTION 4.06. Retained Amount Account . . . . . . . . . . . . .
. 48
SECTION 4.07. Prepayment Account; Spread Account;
Successor Servicer Account . . . . . . . . . . . .
. 52
SECTION 4.08. Deficiency Amount . . . . . . . . . . . . . . . .
. 54
SECTION 4.09. Investor Charge-Offs. . . . . . . . . . . . . . .
. 55
ARTICLE V
Distributions and Reports to
Certificateholders. . . . . . . . . . .
. 57
SECTION 5.01. Distributions. . . . . . . . . . . . . . . . . . .
. 57
SECTION 5.02. Reports and Statements to
Certificateholders . . . . . . . . . . . . . . . .
. 57
ARTICLE VI
The Certificates . . . . . . . . . . .
. 58
SECTION 6.01. The Fixed Base Certificates. . . . . . . . . . . .
. 58
SECTION 6.02. The Variable Base Certificate . . . . . . . . . .
. 58
SECTION 6.03. Transfer Restrictions. . . . . . . . . . . . . . .
. 60
SECTION 6.04. Prepayment of the VBC Invested Amount. . . . . . .
. 60
SECTION 6.05. The Subordinated Certificate . . . . . . . . . . .
. 61
ARTICLE VII
Early Amortization Events. . . . . . . . .
. 61
SECTION 7.01. Additional Early Amortization Events . . . . . . .
. 61
SECTION 7.02. Waiver . . . . . . . . . . . . . . . . . . . . . .
. 64
ARTICLE VIII
Optional Repurchase . . . . . . . . . .
. 64
SECTION 8.01. Optional Repurchase. . . . . . . . . . . . . . . .
. 64
ARTICLE IX
Final Distributions . . . . . . . . . .
. 65
SECTION 9.01. Final Distributions. . . . . . . . . . . . . . . .
. 65
ARTICLE X
Miscellaneous Provisions . . . . . . . . .
. 68
SECTION 10.01. Ratification of Agreement; Amendment
and Restatement of Existing Series
Supplement . . . . . . . . . . . . . . . . . . . .
. 68
SECTION 10.02. Counterparts. . . . . . . . . . . . . . . . . . .
. 69
SECTION 10.03. GOVERNING LAW . . . . . . . . . . . . . . . . . .
. 69
EXHIBITS
EXHIBIT A-1 Form of Fixed Base Certificate
EXHIBIT A-2 Form of Variable Base Certificate
EXHIBIT A-3 Form of Subordinated Certificate
EXHIBIT B Form of Monthly Distribution Statement
EXHIBIT C Form of Representation Letter
SCHEDULES
SCHEDULE I List of Accounts
<PAGE>
AMENDED AND RESTATED SERIES 1994-1 SUPPLEMENT dated as
of
September 16, 1994 (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, amending and restating the Series 1994-1 Supplement,
dated as of
March 30, 1994 (as amended and supplemented, the "Existing Series
Supplement"), among the Depositor, the Servicer and the Trustee.
RECITALS
Section 6.03 of the Pooling and Servicing Agreement,
dated as of
March 30, 1994 (as amended and supplemented, the "Agreement"),
among the
Depositor, the Servicer and the Trustee, 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
shall hereby
create a new Series of Investor Certificates and specify the
Principal Terms
thereof.
ARTI CLE I
Crea tion of the Series
1994-1 Certificates
SECTION 1.01. Designation. (a) 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 1994-1 Certificates". The Series 1994-1 Certificates will
be issued in
three certificated Classes, the first of which shall be known as
the "7.35%
Fixed Base Class A-1 Credit Card Certificates, Series 1994-1";
the second of
which shall be known as the "Variable Base Class A-2 Credit Card
Certificate,
Series 1994-1"; and the third of which shall be known as the
"Subordinated
Certificate, Series 1994-1".
(b) 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 2.01. Definitions. (a) Whenever used in this
Series
Supplement, the following words and phrases shall have the
following meanings.
"Accelerated Payment" shall mean, with respect to the
Fixed Base
Certificates, any FBC Principal Collections that are paid to the
Fixed Base
Certificateholders prior to the Expected Final Payment Date due
to the
commencement of the Early Amortization Period (a) on any date on
or after
August 31, 1997 or (b) as a result of the occurrence of an Early
Amortization
Event of the type described in Sections 7.01(a), (c), (e), (f),
(g) or (j)
hereof caused directly or indirectly by (A) the imposition of a
Block Period,
(B) the removal of Removed Accounts, (C) the issuance of a new
Series and/or
the willful breach by the Servicer (so long as the Servicer is
Gottschalks) of
its obligations under the Agreement and this Series Supplement.
"Additional Discount Rate" shall mean, as of any
Distribution
Date, the percentage (expressed as a decimal), calculated in
accordance with
the following formula:
Y = ((A - B) x 0.229091)/(C x 12)
where: Y = the Additional Discount Rate (expressed as a
decimal);
A = the VBC Interest Rate determined as of the
Reset Date
immediately preceding such Distribution Date
(expressed as a decimal);
B = the Initial VBC Interest Rate (expressed as a
decimal); and
C = the weighted average monthly payment rate
(i.e., the
fraction, the numerator of which for a
Collection
Period is the Investor Principal Collections
received
during such Collection Period, and the
denominator of
which is the Required Series Pool Balance in
effect
during such Collection Period) for the three
consecutive Collection Periods preceding such
Reset
Date (expressed as a decimal).
"Additional Interest" shall mean with respect to any
Distribution
Date, the sum of FBC Additional Interest, if any, and VBC
Additional Interest,
if any.
"Additional Invested Amounts" shall have the meaning
specified in
Section 6.02 hereof.
"Advance Rate" shall mean 100% minus the Required
Subordination
Percentage.
"Allocation Day" shall have the meaning specified in
Section
4.01(b) hereof.
"Assumed Period" shall mean, with respect to each
Collection
Period in which the VBC Invested Amount is greater than zero or
is expected to
be greater than zero, the period from and including the first day
of such
Collection Period to but excluding the first Distribution Date to
occur
thereafter.
"Assumed VBC Invested Amount" shall mean, with respect
to any
Assumed Period (a) occurring during the VBC Revolving Period, an
amount equal
to the VBC Invested Amount as of the Distribution Date
immediately preceding
the commencement of such Assumed Period, provided that if the
Servicer has, by
the commencement of such Assumed Period, received notice from the
Depositor of
its intent to (i) draw on the variable base facility evidenced by
the Variable
Base Certificate, the VBC Invested Amount shall, for purposes of
allocation
only, be adjusted upward by the amount of such proposed draw or
(ii) prepay
the VBC Invested Amount, the VBC Invested Amount shall, for
purposes of
allocation only, be adjusted downward by the amount of such
prepayment or (b)
occurring during the VBC Controlled Amortization Period or the
Early
Amortization Period, an amount equal to the VBC Invested Amount
as of the
Distribution Date immediately preceding the commencement of such
Assumed
Period.
"Base Rate" shall mean, as of any date of determination,
the sum
of the weighted average of the FBC Interest Rate, the VBC
Interest Rate, a
zero percent interest rate applied to the Subordinated Invested
Amount and the
VBC Unutilized Commitment Fee as of such date plus the Senior
Servicing Fee
Rate per annum plus 1% per annum.
"Calculation Agent" shall mean the Trustee or any other
Calculation Agent selected by the Depositor which is reasonably
acceptable to
the Trustee.
"Capitalized Interest Account" shall have the meaning
specified in
Section 4.04(a) hereof.
"Certificates" shall mean, collectively, the Fixed Base
Certificates, the Variable Base Certificate and the Subordinated
Certificate.
"Closing Date" shall mean March 30, 1994.
"Controlled Amortization Period" shall mean, as the
context may
require, (a) the FBC Controlled Amortization Period, (b) the VBC
Controlled
Amortization Period or (c) the FBC Controlled Amortization Period
and the VBC
Controlled Amortization Period.
"Discounted Value" shall mean, with respect to any
Accelerated
Payment, the amount obtained by discounting all Remaining
Scheduled Payments
with reference to such Accelerated Payment from their respective
scheduled due
dates to the Distribution Date on which such Accelerated Payment
is to be paid
in accordance with accepted financial practice and at a discount
factor
(applied on a monthly basis) equal to the Reinvestment Yield with
respect to
such Accelerated Payment.
"Early Amortization Event" shall mean for the Series
1994-1 any
Early Amortization Event specified in Section 9.01 of the
Agreement, together
with any additional Early Amortization Event specified in Section
7.01 hereof.
"Exchangeable Holder's FBC Percentage" shall mean 100%
minus (a)
the Floating Allocation Percentage, when used with respect to
Series Principal
FBC Collections and Series Principal SC (FBC Component)
Collections during the
FBC Revolving Period, or (b) the Fixed/Floating Allocation FBC
Percentage,
when used with respect to Series Principal FBC Collections and
Series
Principal SC (FBC Component) Collections during the FBC
Controlled
Amortization Period and the Early Amortization Period, provided
that in any
case the Exchangeable Holder's FBC Percentage shall not be less
than zero.
"Exchangeable Holder's Percentage" shall mean 100% minus
the
Floating Allocation Percentage, provided that in any case the
Exchangeable
Holder's Percentage shall not be less than zero.
"Exchangeable Holder's VBC Percentage" shall mean 100%
minus (a)
the Floating Allocation Percentage, when used with respect to
Series Principal
VBC Collections and Series Principal SC (VBC Component)
Collections during the
VBC Revolving Period, or (b) the Fixed/Floating Allocation VBC
Percentage,
when used with respect to Series Principal VBC Collections and
Series
Principal SC (VBC Component) Collections during the VBC
Controlled
Amortization Period and the Early Amortization Period, provided
that in any
case the Exchangeable Holder's VBC Percentage shall not be less
than zero.
"Expected Final Payment Date" shall mean the September
1999
Distribution Date.
"FBC Additional Interest" shall have the meaning
specified in
Section 4.02(a) hereof.
"FBC Allocation Percentage" shall mean, with respect to
any
Collection Period, the percentage equivalent of a fraction, the
numerator of
which is the FBC Invested Amount as of the last day of the
Preceding
Collection Period and the denominator of which is the Required
Series Pool
Balance as of such last day.
"FBC Carryover Interest" shall mean, for any Collection
Period, an
amount equal to the sum of (a) the amount of any FBC Monthly
Interest
previously due but not distributed on the Fixed Base Certificates
on a prior
distribution date, (b) to the extent permitted under applicable
law, the
amount of any FBC Additional Interest to accrue during the
Related Interest
Period and (c) the amount of any FBC Additional Interest
previously due but
not distributed on the Fixed Base Certificates on a prior
Distribution Date.
"FBC Component" shall mean, as of any time of
determination,
either (a) in the case of the Retained Amount Account, the amount
set forth as
of such time on the ledger maintained by the Trustee in
accordance with
Section 4.04(e) hereof as representing the net balance of
deposits made to the
Retained Amount Account pursuant to Sections 4.01(d)(i)(A)(2) and
4.01(d)(i)(B)(3) hereof less amounts withdrawn therefrom in
accordance with
Section 4.06, or (b) in the case of the Spread Account, the
amount set forth
as of such time on the ledger maintained by the Trustee in
accordance with
Section 4.04(e) hereof as representing the net balance of
deposits made to the
Spread Account pursuant to Section 4.01(c)(iv) hereof less
amounts withdrawn
therefrom in accordance with Section 4.07(b) hereof.
"FBC Controlled Amortization Period" shall mean, unless
the Early
Amortization Period shall have commenced prior thereto, the
period commencing
on the day immediately following the last day of the FBC
Revolving Period, and
ending upon the first to occur of (a) the commencement of the
Early
Amortization Period, (b) the payment in full to the Fixed Base
Certificateholders of the FBC Invested Amount and (c) the Series
Termination
Date.
"FBC Controlled Distribution Amount" shall mean, with
respect to
any Distribution Date occurring during the FBC Controlled
Amortization Period,
an amount equal to one-twelfth (1/12th) of the principal balance
of the FBC
Invested Amount as of the September 1998 Distribution Date (after
giving
effect to any changes in the FBC Invested Amount occurring on or
prior to such
date).
"FBC Deficiency Amount" shall have the meaning specified
in
Section 4.08(a) hereof.
"FBC Interest Rate" shall mean, with respect to any
Interest
Period and the Fixed Base Certificates, a fixed interest rate per
annum equal
to 7.35%.
"FBC Interest Shortfall" shall have the meaning
specified in
Section 4.02(a) hereof.
"FBC Invested Amount" shall mean, as of any date of
determination,
an amount equal to (a) the Initial FBC Invested Amount, minus,
(b) the amount
of principal payments made to the Fixed Base Certificateholders
in respect of
the FBC Invested Amount prior to such date, and minus, (c) the
amount, if any,
by which the aggregate amount of FBC Investor Charge-Offs exceed
the FBC
Investor Charge-Offs reimbursed pursuant to Section 4.09(a)
hereof prior to
such date.
"FBC Investor Charge-Offs" shall have the meaning
specified in
Section 4.09(a) hereof.
"FBC Investor Default Amount" shall mean, with respect
to each
Distribution Date, an amount equal to the product of (a) the
Investor Default
Amount for the Related Collection Period and (b) the FBC
Allocation Percentage
for such Related Collection Period.
"FBC Investor Percentage" shall mean, with respect to
any
Allocation Day, the percentage equivalent of a fraction, the
numerator of
which is the FBC Invested Amount as of the preceding Business Day
and the
denominator of which is the Invested Amount as of such preceding
Business Day.
"FBC Monthly Interest" shall have the meaning specified
in Section
4.02(a) hereof.
"FBC Monthly Principal" shall have the meaning specified
in
Section 4.03(a) hereof.
"FBC Principal Allocation Percentage" shall mean, with
respect to
any Collection Period occurring (a) prior to the commencement of
any
Controlled Amortization Period or Early Amortization Period, the
percentage
equivalent of a fraction, the numerator of which is the FBC
Invested Amount as
of the last day of the Preceding Collection Period and the
denominator of
which is the Required Series Pool Balance as of such last day, or
(b) during
any Controlled Amortization Period or Early Amortization Period,
the
percentage equivalent of a fraction, the numerator of which is
the FBC
Invested Amount as of the last day of the FBC Revolving Period
ended
immediately prior to such Collection Period and the denominator
of which is
the Required Series Pool Balance as of such last day.
"FBC Principal Collections" shall mean, for any
Allocation Day, an
amount equal to the Series Principal FBC Collections for such day
minus the
amount of Series Principal FBC Collections distributed to the
Holder of the
Exchangeable Certificate on such day in accordance with Section
4.01(b)(ii)
hereof.
"FBC Revolving Period" shall mean the period beginning
at the
opening of business on the Cut-Off Date and ending on the earlier
of (a) the
last day of the Collection Period ending on August 31, 1998 and
(b) the close
of business on the Business Day immediately preceding the day on
which the
Early Amortization Period commences.
"Fixed Base Certificates" shall have the meaning
specified in
Section 6.01 hereof.
"Fixed Base Certificateholder" shall mean, with respect
to any
Fixed Base Certificate on any date, the Person in whose name such
Fixed Base
Certificate is registered on such date.
"Fixed/Floating Allocation FBC Percentage" shall mean,
with
respect to any Collection Period during the FBC Controlled
Amortization Period
and the Early Amortization Period, the percentage equivalent
(which percentage
shall never exceed 100%) of a fraction, the numerator of which is
the Required
Series Pool Balance as of the last day of the FBC Revolving
Period and the
denominator of which is the Series Pool Balance as of the last
day of the
immediately preceding Collection Period in respect of which the
Fixed/Floating
Allocation FBC Percentage is being determined.
"Fixed/Floating Allocation VBC Percentage" shall mean,
with
respect to any Collection Period during the VBC Controlled
Amortization Period
and the Early Amortization Period, the percentage equivalent
(which percentage
shall never exceed 100%) of a fraction, the numerator of which is
the Required
Series Pool Balance as of the last day of the VBC Revolving
Period and the
denominator of which is the Series Pool Balance as of the last
day of the
immediately preceding Collection Period in respect of which the
Fixed/Floating
Allocation VBC Percentage is being determined.
"Floating Allocation Percentage" shall mean, with
respect to any
Collection Period, the percentage equivalent (which percentage
shall never
exceed 100%) of a fraction, the numerator of which is the
Required Series Pool
Balance as of the last day of the immediately preceding
Collection Period and
the denominator of which is the Series Pool Balance as of such
last day;
provided, however, that, with respect to the first Collection
Period, the
Floating Allocation Percentage shall mean the percentage
equivalent of a
fraction, the numerator of which is the sum of the Initial FBC
Invested Amount
and the Initial Subordinated Invested Amount, and the denominator
of which is
the Series Pool Balance as of the Cut-Off Date.
"Initial FBC Invested Amount" shall mean $40,000,000.
"Initial Subordinated Invested Amount" shall mean
$7,619,048.
"Initial VBC Interest Rate" shall mean the VBC Interest
Rate
applicable to the purchase of the initial Additional Invested
Amount.
"Interest Period" shall mean, with respect to any
Distribution
Date, the period from and including the Distribution Date
immediately
preceding such Distribution Date (or, in the case of the first
Distribution
Date, from and including the Closing Date) to but excluding such
Distribution
Date.
"Invested Amount" shall mean, as of any date, an amount
equal to
the sum of (a) the FBC Invested Amount as of such date and (b)
the VBC
Invested Amount as of such date.
"Investor Default Amount" shall mean, with respect to
any
Determination Date, an amount equal to the product of (a) the
Defaulted Amount
for the Related Collection Period, (b) the Floating Allocation
Percentage for
the Related Collection Period and (c) the Series 1994-1
Allocation Percentage
for the Related Collection Period.
"Investor Finance Charge Collections" shall mean, as of
any
Allocation Day, the product of (a) the amount of Series Finance
Charge
Collections received since the beginning of the preceding
Business Day and (b)
the Floating Allocation Percentage for the then current
Collection Period.
"Investor Investment Proceeds" shall mean, with respect
to any
Determination Date, all interest and other investment earnings
(net of losses
and investment expenses) on funds on deposit in the Series
Accounts, together
with an amount equal to the Series Allocation Percentage of the
interest and
other investment earnings on funds held in the Collection Account
credited as
of such date to the Collection Account pursuant to Section 4.02
of the
Agreement.
"Investor Principal Collections" shall mean, for any day
or
period, the sum of (a) the FBC Principal Collections, (b) the VBC
Principal
Collections, (c) the Subordinated Principal (FBC Component)
Collections, and
(d) the Subordinated Principal (VBC Component) Collections, in
each case,
determined for such day or period, as the case may be.
"LIBOR" shall mean, with respect to any Interest Period,
the
arithmetic mean (rounded upwards, if necessary, to the nearest
one-sixteenth
of a percent) of offered rates for deposits in United States
dollars having a
maturity of one month (the "Index Maturity") commencing on the
first day of
such Interest Period which appears on the Reuters Screen LIBO
Page as of
approximately 11:00 a.m., London time, on the related Reset Date.
If fewer
than two such quotations appear, LIBOR with respect to such
Interest Period
will be determined at approximately 11:00 a.m., London time, on
such Reset
Date on the basis of the rate at which deposits in United States
dollars
having the Index Maturity are offered to prime banks in the
London interbank
market by four major banks in the London interbank market
selected by the
Calculation Agent and in a principal amount equal to an amount of
not less
than U.S. $500,000 and that is representative for a single
transaction in such
market at such time. The Calculation Agent will request the
principal London
office of each such bank to provide a quotation of its rate. If
at least two
such quotations are provided, LIBOR will be the arithmetic mean
(rounded
upwards as aforesaid) of such quotations. If fewer than two
quotations are
provided, LIBOR with respect to such Interest Period will be the
arithmetic
mean (rounded upwards as aforesaid) of the rates quoted at
approximately 11:00
a.m., New York City time, on the applicable Reset Date by three
major banks in
New York, New York selected by the Calculation Agent for loans in
United
States dollars to leading European banks having the Index
Maturity and in a
principal amount equal to an amount of not less than U.S.
$500,000 and that is
representative for a single transaction in such market at such
time; provided,
however, that if the banks selected as aforesaid are not quoting
as mentioned
in this sentence, LIBOR in effect for the applicable period will
be LIBOR in
effect for the previous period.
"London Business Day" shall mean any day on which
dealings in
deposits in United States dollars are transacted in the London
interbank
market.
"Make Whole Premium" shall mean, with respect to any
Accelerated
Payment, the excess, if any, of the Discounted Value with respect
to such
Accelerated Payment over such Accelerated Payment. The Make
Whole Premium
shall never be less than zero.
"Maximum Available VBC Invested Amount" shall mean, as
of any
Distribution Date during the VBC Revolving Period, an amount
equal to the
lesser of (a) the difference between (i) the product of the
Series Pool
Balance on such date and the Advance Rate on such date and (ii)
the sum of the
FBC Invested Amount on such date (after giving effect to any
changes therein
on such Distribution Date) and the balance of the Retained Amount
Account on
such date, and (b) $15,000,000, provided that in no event shall
the Maximum
Available VBC Invested Amount be less than zero.
"Maximum Monthly Senior Servicing Fee" shall mean, as of
any day
during an Assumed Period, an amount equal to one-twelfth of the
product of (a)
the Senior Servicing Fee Rate and (b) the sum of the FBC Invested
Amount for
the current Collection Period, the Assumed VBC Invested Amount
for the current
Collection Period and the Subordinated Invested Amount for the
current
Collection Period.
"Maximum Monthly Subordinated Servicing Fee" shall mean,
as of any
day during an Assumed Period, an amount equal to one-twelfth of
the product of
(a) the Subordinated Servicing Fee Rate and (b) the sum of the
FBC Invested
Amount for the current Collection Period, the Assumed VBC
Invested Amount for
the current Collection Period and the Subordinated Invested
Amount for the
current Collection Period.
"Maximum VBC Interest Rate" shall mean a rate per annum
equal to
twelve percent (12%).
"Maximum VBC Monthly Interest" shall mean, as of any day
during an
Assumed Period, an amount equal to the product of (a) the Assumed
VBC Invested
Amount for the then current Collection Period, (b) the Maximum
VBC Interest
Rate and (c) a fraction, the numerator of which is the actual
number of days
contained in the Interest Period commencing immediately after
such Assumed
Period, and the denominator of which is 360.
"Maximum VBC Subordinated Invested Amount" shall mean,
as of any
date of determination, an amount equal to (a) $2,857,143, minus,
(b) the
amount, if any, by which the aggregate amount of Subordinated
Investor (VBC)
Charge-Offs exceeds the Subordinated Investor (VBC) Charge-Offs
reimbursed
pursuant to Sections 4.01(c)(vii)(B), 4.01(d)(iv)(A)(3) and
4.01(d)(iv)(B)(3)
hereof prior to such date, minus, (c) the amount of any
reallocation of
Subordinated Principal (VBC Component) Collections made pursuant
to Sections
4.01(d)(iv)(A)(1), 4.01(d)(iv)(B)(1) and 4.01(d)(iv)(C)(1) hereof
prior to
such date, plus, (d) the amount of any reallocations made
pursuant to Section
4.01(e)(iii)(B) prior to such date.
"Maximum VBC Unutilized Commitment Fee" shall mean, as
of any day
during an Assumed Period, an amount equal to the product of (a)
the difference
between (i) $15,000,000 and (ii) the Assumed VBC Invested Amount
for the then
current Collection Period, (b) 3/8ths of 1% per annum (based on a
year of 365
days or 366 days, as the case may be) and (c) a fraction, the
numerator of
which is the number of days in the Interest Period commencing
immediately
after such Assumed Period, and the denominator of which is the
number of days
in the then current calendar year.
"Minimum Depositor Interest" shall mean, with respect to
the
Series 1994-1, the Subordinated Invested Amount.
"Monthly Senior Servicing Fee" shall mean, with respect
to any
Distribution Date, five-sixths (5/6ths) of the Monthly Servicing
Fee for the
Related Collection Period.
"Monthly Servicing Fee" shall have the meaning specified
in
Section 3.01 hereof.
"Monthly Subordinated Servicing Fee" shall mean, with
respect to
any Distribution Date, one-sixth (1/6th) of the Monthly Servicing
Fee for the
Related Collection Period.
"Portfolio Yield" shall mean, with respect to any
Collection
Period, the annualized percentage equivalent of a fraction (a)
the numerator
of which is the amount of Investor Finance Charge Collections
allocated to the
Certificates during the Related Collection Period calculated on a
cash basis,
minus the Investor Default Amount with respect to such Collection
Period and
(b) the denominator of which is the Required Series Pool Balance
as of the
last day of the Related Collection Period.
"Preceding Collection Period" shall mean, with respect
to any
Distribution Date, the Collection Period ended on the last day of
the second
calendar month preceding such date.
"Prepayment Account" shall have the meaning specified in
Section
4.04(a) hereof.
"Prepayment Amount" shall have the meaning specified in
Section
6.04 hereof.
"Prepayment Date" shall have the meaning specified in
Section 6.04
hereof.
"Prepayment Notice" shall have the meaning specified in
Section
6.04 hereof.
"Projected Make Whole Premium" shall mean, for purposes
of
allocating Investor Finance Charge Collections only during a
Collection
Period, an assumed calculation of the Make Whole Premium
calculated as of the
first day of such Collection Period and assuming that (a) the
Accelerated
Payment for such calculation is equal to the highest aggregate
monthly FBC
Principal Collections during the three immediately preceding
Collection
Periods and (b) that the Reinvestment Yield is equivalent to the
Reinvestment
Yield calculated as of such first day.
"Reassignment Amount" shall mean, 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 Invested
Amount on such
Distribution Date, (b) accrued and unpaid interest on the unpaid
principal
balances of the Certificates (calculated on the basis of the
outstanding
principal balance of the Fixed Base Certificates and Variable
Base Certificate
at the FBC Interest Rate and VBC Interest Rate, respectively,
through the day
preceding such Distribution Date), and (c) the amount of
Additional Interest,
if any, for such Distribution Date and any Additional Interest
previously due
but not distributed on the Certificates on a prior Distribution
Date.
"Reinvestment Yield" shall mean, with respect to any
Accelerated
Payment, the yield to maturity implied by (a) the yields
reported, as of 10:00
a.m. New York City time on the Business Day next preceding the
Distribution
Date on which such Accelerated Payment is to be made, on the
display
designated as "Page 678" on the Telerate Service (or such other
display as may
replace Page 678 on the Telerate Service) for actively traded
U.S. Treasury
securities having a maturity equal or closest to the Remaining
Average Life of
such Accelerated payment as of such Distribution Date, plus 0.5%
per annum, or
(b) if such yields shall not be reported as of such time or the
yields
reported as of such time shall not be ascertainable, the Treasury
Constant
Maturity Series yields reported, for the latest day for which
such yields
shall have been so reported as of the Business Day preceding the
Distribution
Date on which such Accelerated Payment is to be made, in Federal
Reserve
Statistical Release H.15 (519) (or any comparable successor
publication) for
actively traded U.S. Treasury securities having a constant
maturity equal to
the Remaining Average Life of such Accelerated Payment as of such
Distribution
Date, plus 0.5% per annum. Such implied yield shall be
determined, if
necessary, by (x) converting U.S. Treasury bill quotations to
bond-equivalent
yields in accordance with accepted financial practice and (y)
interpolating
linearly between reported yields.
"Related Collection Period" shall mean, with respect to
any
Distribution Date, the Collection Period ended on the last day of
the calendar
month preceding such date.
"Related Distribution Date" shall mean, with respect to
any day
during a Collection Period, the Distribution Date following the
end of such
Collection Period.
"Related Interest Period" shall mean, with respect to
(a) any
Distribution Date, the Interest Period ended on the preceding
day, and (b) any
Collection Period, the Interest Period which commences during
such Collection
Period.
"Remaining Average Life" shall mean, with respect to the
Fixed
Base Certificates at any time of determination after the
commencement of the
Early Amortization Period, the number of years obtained by
dividing the then
Remaining Dollar-Years of the Fixed Base Certificates by the FBC
Invested
Amount at such time. The term "Remaining Dollar-Years" means the
amount
obtained by (a) multiplying (i) the amount of each remaining
payment with
respect to the Fixed Base Certificates, assuming that such
payments are made
in the FBC Controlled Distribution Amounts (using the FBC
Invested Amount at
the time the Early Amortization Period commenced in order to
calculate such
FBC Controlled Distribution Amounts) over the notional twelve
month FBC
Controlled Amortization Period, by (ii) the number of years
(calculated to the
nearest one-twelfth) which will elapse between the date as of
which the
calculation is made and each Distribution Date during the
notional FBC
Controlled Amortization Period and (b) totalling all the products
obtained in
clause (a).
"Remaining Scheduled Payments" shall mean, with
reference to any
Accelerated Payment, the sum of (a) all payments of interest
thereon at the
FBC Interest Rate that would be due on or after the Distribution
Date on which
such Accelerated Payment is to be made if no payment of such
Accelerated
Payment were made prior to the Expected Final Payment Date and
(b) the amount
of such Accelerated Payment.
"Required Series Pool Balance" shall mean, as of any
date of
determination, the sum of (a) the Invested Amount on such date
and (b) the
Subordinated Invested Amount on such date. Notwithstanding the
foregoing, if
the Depositor desires to cause a new Series of Investor
Certificates to be
issued pursuant to Section 6.03 of the Agreement at any time
during the VBC
Revolving Period, for purposes of the Excess Balance Test only,
"Required
Series Pool Balance" shall mean, as of any date of determination,
the sum of
(a) the FBC Invested Amount on such date, (b) the Maximum
Available VBC
Invested Amount on such date and (c) the Subordinated Invested
Amount on such
date.
"Required Subordination Percentage" shall mean sixteen
percent
(16%).
"Reset Date" shall mean the second London Business Day
preceding
the first day of each Interest Period.
"Retained Amount Account" shall have the meaning
specified in
Section 4.04(a) hereof.
"Reuters Screen LIBO Page" shall mean the display
designated as
page "LIBO" on the Reuters Monitor Money Rates Service (or such
other page as
may replace the LIBO page on that service for the purpose of
displaying London
interbank offered rates of major banks).
"Senior Investor Default Holdback Amount" shall mean,
with respect
to (a) any Collection Period (other than the initial Collection
Period), the
product of (i) the greater of (A) the Investor Default Amount
which the
Servicer reasonably anticipates for such Collection Period or (B)
the product
of (1) the highest default rate (i.e., a fraction, the numerator
of which is
the Defaulted Amount for a Collection Period, and the denominator
of which is
the aggregate Principal Receivables owned by the Trust as of the
last day of
such Collection Period (or, in the case of the first twelve
Collection
Periods, owned by Gottschalks)) for any of the twelve consecutive
Collection
Periods preceding such Collection Period, (2) the aggregate
amount of the
Principal Receivables owned by the Trust as of the first day of
such
Collection Period, (3) the Series Allocation Percentage for the
Series 1994-1
for such Collection Period, and (4) the Floating Allocation
Percentage for
such Collection Period, and (ii) a fraction the numerator of
which is the
Invested Amount and the denominator of which is the Required
Series Pool
Balance, in each case, in effect for such Collection Period and
(b) the
initial Collection Period, $10,231.40.
"Senior Servicing Fee Rate" shall mean, with respect to
the
Certificates, two and one-half percent (2.5%).
"Series Accounts" shall have the meaning specified in
Section
4.04(a) hereof.
"Series Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the
Defaulted Amount
for the Related Collection Period, and (b) the Series 1994-1
Allocation
Percentage for the Related Collection Period.
"Series Finance Charge Collections" shall mean, with
respect to
the aggregate amount of Finance Charge Collections deposited in
the Collection
Account on any date, that portion allocated to the Series 1994-1
in accordance
with Section 4.04 of the Agreement.
"Series Issuance Date" shall mean March 30, 1994.
"Series 1994-1" shall mean the Series of Investor
Certificates and
the Subordinated Certificate created pursuant to this Series
Supplement.
"Series 1994-1 Allocation Percentage" shall mean, for
any
Collection Period, the Series Allocation Percentage for the
Series 1994-1 as
calculated for such Collection Period in accordance with the
Agreement.
"Series Pool Balance" shall mean, as of any date of
determination,
the product of (a) the Pool Balance as of such date and (b) the
Series 1994-1
Allocation Percentage for such date.
"Series Principal Collections" shall mean, with respect
to the
aggregate amount of Principal Collections received since the
beginning of the
preceding Business Day, that portion allocated to the Series
1994-1 in
accordance with Section 4.04 of the Agreement.
"Series Principal FBC Collections" shall mean, for each
Allocation
Day, an amount equal to the product of (a) the amount of the
Series Principal
Collections received since the beginning of the preceding
Business Day and (b)
the FBC Principal Allocation Percentage in effect on such
Allocation Day.
"Series Principal SC Collections" shall mean, for each
Allocation
Day, an amount equal to the product of (a) the amount of the
Series Principal
Collections received since the beginning of the preceding
Business Day and (b)
the Subordinated Principal Allocation Percentage in effect on
such Allocation
Day.
"Series Principal SC (FBC Component) Collections" shall
mean, for
any Allocation Day occurring (a) prior to the commencement of any
Controlled
Amortization Period or Early Amortization Period, the product of
(i) the
Series Principal SC Collections for such day and (ii) the FBC
Investor
Percentage as of such day, or (b) during any Controlled
Amortization Period or
Early Amortization Period, the product of (i) the Series
Principal SC
Collections for such day and (ii) the FBC Investor Percentage as
of the last
day of the Revolving Period ended immediately prior to such
Allocation Day.
"Series Principal SC (VBC Component) Collections" shall
mean, for
any Allocation Day occurring (a) prior to the commencement of any
Controlled
Amortization Period or Early Amortization Period, the product of
(i) the
Series Principal SC Collections for such day and (ii) the VBC
Investor
Percentage as of such day, or (b) during any Controlled
Amortization Period or
Early Amortization Period, the product of (i) the Series
Principal SC
Collections for such day and (ii) the VBC Investor Percentage as
of the last
day of the Revolving Period ended immediately prior to such
Allocation Day.
"Series Principal VBC Collections" shall mean, for each
Allocation
Day, an amount equal to the product of (a) the amount of the
Series Principal
Collections received since the beginning of the preceding
Business Day and (b)
the VBC Principal Allocation Percentage in effect on such
Allocation Day.
"Series Termination Date" shall mean the March 2000
Distribution
Date.
"Servicing Fee Rate" shall mean, with respect to the
Certificates,
three percent (3%).
"Spread Account" shall have the meaning specified in
Section
4.04(a) hereof.
"Spread Requirement" shall mean, with respect to any
Collection
Period commencing with the third full Collection Period, zero
unless the
Portfolio Yield for the two preceding Collection Periods was less
than 0.5%
per annum in excess of the Base Rate for such preceding
Collection Periods, in
which case "Spread Requirement" shall mean the amount, if any, by
which
(a) the sum, for the Preceding Collection Period, of the amounts,
described in
Sections 4.01(c)(i) and 4.01(c)(ii) hereof exceeds (b) the amount
on deposit
in the Spread Account at the beginning of such Collection Period.
"Standby Servicer" shall mean 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.
"Subordinated Allocation Percentage" shall mean, with
respect to
any Collection Period, the percentage equivalent of a fraction
the numerator
of which is the Subordinated Invested Amount as of the last day
of the
Preceding Collection Period and the denominator of which is the
Required
Series Pool Balance as of such last day.
"Subordinated Certificate" shall have the meaning
specified in
Section 6.05 hereof.
"Subordinated Component (FBC)" shall mean, as of any
time of
determination, in the case of the Retained Amount Account, the
amount set
forth as of such time on the ledger maintained by the Trustee in
accordance
with Section 4.04(e) hereof as representing the net balance of
deposits made
to the Retained Amount Account pursuant to Sections
4.01(d)(iii)(A)(4) and
4.01(d)(iii)(B)(4) hereof less amounts withdrawn therefrom in
accordance with
Section 4.06.
"Subordinated Component (VBC)" shall mean, as of any
time of
determination, in the case of the Retained Amount Account, the
amount set
forth as of such time on the ledger maintained by the Trustee in
accordance
with Section 4.04(e) hereof as representing the net balance of
deposits made
to the Retained Amount Account pursuant to Sections
4.01(d)(iv)(A)(4) and
4.01(d)(iv)(B)(4) hereof less amounts withdrawn therefrom in
accordance with
Section 4.06.
"Subordinated Invested Amount" shall mean, as of any
date of
determination, the sum of the Subordinated Invested Amount (FBC
Component) and
the Subordinated Invested Amount (VBC Component), in each case,
as of such
date.
"Subordinated Invested Amount (FBC Component)" shall
mean, as of
any date of determination, an amount equal to (a) the Initial
Subordinated
Invested Amount, minus, (b) the amount, if any, by which the
aggregate amount
of Subordinated Investor (FBC) Charge-Offs exceeds the
Subordinated Investor
(FBC) Charge-Offs reimbursed pursuant to Sections
4.01(c)(vii)(A),
4.01(d)(iii)(A)(3), 4.01(d)(iii)(B)(3) and 4.01(d)(iii)(C)(2)
hereof prior to
such date, minus, (c) the amount of any reallocation of
Subordinated Principal
(FBC Component) Collections made pursuant to Sections
4.01(d)(iii)(A)(1),
4.01(d)(iii)(B)(1) and 4.01(d)(iii)(C)(1) hereof prior to such
date, plus, (d)
the amount of any reallocations made pursuant to Section
4.01(e)(iii)(A) prior
to such date, and minus, (e) the amount of principal payments
made to the
holder of the Subordinated Certificate in respect of the
Subordinated Invested
Amount (FBC Component) pursuant to Sections 4.01(d)(iii)(C)(3),
9.01(b)(ii)(C), 9.01(c)(ii)(C) and 9.01(d)(ii)(C) prior to such
date, provided
that at no time shall the Subordinated Invested Amount (FBC
Component) be less
than zero.
"Subordinated Invested Amount (VBC Component)" shall
mean, as of
any date of determination, an amount equal to (a) the product of
(i) a
fraction, the numerator of which is 16, and the denominator of
which is 84 and
(ii) each Additional Invested Amount purchased by the Variable
Base
Certificateholder prior to such date, minus, (b) the product of
(i) a
fraction, the numerator of which is 16, and the denominator of
which is 84 and
(ii) the amount of each reduction of the VBC Invested Amount made
in
accordance herewith, minus, (c) the amount, if any, by which the
aggregate
amount of Subordinated Investor (VBC) Charge-Offs exceeds the
Subordinated
Investor (VBC) Charge-Offs reimbursed pursuant to Sections
4.01(c)(vii)(B),
4.01(d)(iv)(A)(3), 4.01(d)(iv)(B)(3) and 4.01(d)(iv)(C)(2) hereof
prior to
such date, minus, (d) the amount of any reallocation of
Subordinated Principal
(VBC Component) Collections made pursuant to Sections
4.01(d)(iv)(A)(1),
4.01(d)(iv)(B)(1) and 4.01(d)(iv)(C)(1) hereof prior to such
date, plus, (e)
the amount of any reallocations made pursuant to Section
4.01(e)(iii)(B) prior
to such date, and minus, (f) the amount of principal payments
made to the
holder of the Subordinated Certificate in respect of the
Subordinated Invested
Amount (VBC Component) pursuant to Sections 4.01(d)(iv)(C)(3),
9.01(b)(ii)(D),
9.01(c)(ii)(D) and 9.01(d)(ii)(D) prior to such date, provided
that at no time
shall the Subordinated Invested Amount (VBC Component) be less
than zero or
greater than the Maximum VBC Subordinated Invested Amount at such
time.
"Subordinated Investor Default Holdback Amount" shall
mean, with
respect to (a) any Collection Period (other than the initial
Collection
Period), the product of (i) the greater of (A) the Investor
Default Amount
which the Servicer reasonably anticipates for such Collection
Period or (B)
the product of (1) the highest default rate (i.e., a fraction,
the numerator
of which is the Defaulted Amount for a Collection Period, and the
denominator
of which is the aggregate Principal Receivables owned by the
Trust as of the
last day of such Collection Period (or, in the case of the first
twelve
Collection Periods, owned by Gottschalks)) for any of the twelve
consecutive
Collection Periods preceding such Collection Period, (2) the
aggregate amount
of the Principal Receivables owned by the Trust as of the first
day of such
Collection Period, (3) the Series Allocation Percentage for the
Series 1994-1
for such Collection Period, and (4) the Floating Allocation
Percentage for
such Collection Period, and (ii) a fraction, the numerator of
which is the
Subordinated Invested Amount and the denominator of which is the
Required
Series Pool Balance, in each case, in effect for such Collection
Period and
(b) the initial Collection Period, $1,948.84.
"Subordinated Investor (FBC) Charge-Offs" shall have the
meaning
specified in Section 4.09(c) hereof.
"Subordinated Investor (VBC) Charge-Offs" shall have the
meaning
specified in Section 4.09(d) hereof.
"Subordinated Principal Allocation Percentage" shall
mean, with
respect to any Collection Period occurring (a) prior to the
commencement of
any Controlled Amortization Period or Early Amortization Period,
the
percentage equivalent of a fraction, the numerator of which is
the
Subordinated Invested Amount as of the last day of the Preceding
Collection
Period and the denominator of which is the Required Series Pool
Balance as of
such last day, or (b) during any Controlled Amortization Period
or the Early
Amortization Period, the percentage equivalent of a fraction, the
numerator of
which is the Subordinated Invested Amount as of the last day of
the Revolving
Period ended immediately prior to such Collection Period and the
denominator
of which is the Required Series Pool Balance as of such last day.
"Subordinated Principal (FBC Component) Collections"
shall mean,
for any Allocation Day, an amount equal to the Series Principal
SC (FBC
Component) Collections for such day minus the amount of Series
Principal SC
(FBC Component) Collections distributed to the Holder of the
Exchangeable
Certificate on such day in accordance with Section 4.01(b)(iv)
hereof.
"Subordinated Principal (VBC Component) Collections"
shall mean,
for any Allocation Day, an amount equal to the Series Principal
SC (VBC
Component) Collections for such day minus the amount of Series
Principal SC
(VBC Component) Collections distributed to the Holder of the
Exchangeable
Certificate on such day in accordance with Section 4.01(b)(v)
hereof.
"Subordinated Reduction (FBC)" shall have the meaning
specified in
Section 4.09(a) hereof.
"Subordinated Reduction (VBC)" shall have the meaning
specified in
Section 4.09(b) hereof.
"Subordinated Servicing Fee Rate" shall mean, with
respect to the
Certificates, one-half of one percent (0.5%).
"Successor Servicer Account" shall have the meaning
specified in
Section 4.04(a) hereof.
"Variable Base Certificate" shall have the meaning
specified in
Section 6.02 hereof.
"Variable Base Certificateholder" shall mean, with
respect to the
Variable Base Certificate on any date, the Person in whose name
the Variable
Base Certificate is registered on such date.
"VBC Additional Interest" shall have the meaning
specified in
Section 4.02(b) hereof.
"VBC Additional Unutilized Commitment Fee" shall have
the meaning
specified in Section 4.02(c) hereof.
"VBC Allocation Percentage" shall mean, with respect to
any
Collection Period, the percentage equivalent of a fraction, the
numerator of
which is the VBC Invested Amount as of the last day of the
Preceding
Collection Period and the denominator of which is the Required
Series Pool
Balance as of such last day.
"VBC Carryover Interest" shall mean, for any Collection
Period, an
amount equal to the sum of (a) the amount of any VBC Monthly
Interest
previously due but not distributed on the Variable Base
Certificate on a prior
distribution date, (b) to the extent permitted under applicable
law, the
amount of any VBC Additional Interest to accrue during the
Related Interest
Period and (c) the amount of any VBC Additional Interest
previously due but
not distributed on the Variable Base Certificate on a prior
Distribution Date.
"VBC Carryover Unutilized Commitment Fee" shall mean,
for any
Collection Period, an amount equal to the sum of (a) the amount
of any VBC
Unutilized Commitment Fee previously due but not distributed to
the Holder of
the Variable Base Certificate on a prior Distribution Date, (b)
to the extent
permitted under applicable law, the amount of any VBC Additional
Unutilized
Commitment Fee to accrue during the Related Interest Period and
(c) the amount
of any VBC Additional Unutilized Commitment Fee due but not
distributed to the
Holder of the Variable Base Certificate on a prior Distribution
Date.
"VBC Component" shall mean, as of any time of
determination,
either (a) in the case of the Retained Amount Account, the amount
set forth as
of such time on the ledger maintained by the Trustee in
accordance with
Section 4.04(e) hereof as representing the net balance of
deposits made to the
Retained Amount Account pursuant to Sections 4.01(d)(ii)(A)(2)
and
4.01(d)(ii)(B)(2) hereof less amounts withdrawn therefrom in
accordance with
Section 4.06, or (b) in the case of the Spread Account, the
amount set forth
as of such time on the ledger maintained by the Trustee in
accordance with
Section 4.04(e) hereof as representing the net balance of
deposits made to the
Spread Account pursuant to Section 4.01(c)(iv) hereof less
amounts withdrawn
therefrom in accordance with Section 4.07(c) hereof.
"VBC Controlled Amortization Period" shall mean, unless
the Early
Amortization Period shall have commenced prior thereto, the
period commencing
on the day immediately following the last day of the VBC
Revolving Period, and
ending upon the first to occur of (a) the commencement of the
Early
Amortization Period, (b) the payment in full to the Variable Base
Certificateholder of the VBC Invested Amount and (c) the Series
Termination
Date.
"VBC Controlled Distribution Amount" shall mean, with
respect to
any Distribution Date occurring during the VBC Controlled
Amortization Period,
(i) if the VBC Revolving Period ends on the last day of the
Collection Period
ending on October 31, 1996, an amount equal to one-sixth (1/6th)
of the
principal balance of the Variable Base Certificate as of the
November 1996
Distribution Date (after giving effect to any changes in the VBC
Invested
Amount on such date) or (ii) if the VBC Revolving Period ends on
the last day
of the Collection Period ending on August 31, 1998, an amount
equal to one-
twelfth (1/12th) of the principal balance of the Variable Base
Certificate as
of the September 1998 Distribution Date (after giving effect to
any changes in
the VBC Invested Amount on such date).
"VBC Deficiency Amount" shall have the meaning specified
in
Section 4.08(b) hereof.
"VBC Interest Rate" shall mean, with respect to any
Interest
Period and the Variable Base Certificate, the lesser of (a) the
interest rate
for such Interest Period determined in accordance with the terms
of the
Variable Base Certificate and (b) the Maximum VBC Interest Rate.
"VBC Interest Shortfall" shall have the meaning
specified in
Section 4.02(b) hereof.
"VBC Invested Amount" shall mean, as of any date of
determination,
an amount equal to (a) $0, plus, (b) the aggregate principal
amount of any
Additional Invested Amounts purchased by the Holder of the
Variable Base
Certificate on or prior to such date, minus, (c) the amount of
principal
payments made to the Variable Base Certificateholder prior to
such date, and
minus, (d) the amount, if any, by which the aggregate amount of
VBC Investor
Charge-Offs exceeds the VBC Investor Charge-Offs reimbursed
pursuant to
Section 4.09(b) hereof prior to such date.
"VBC Investor Charge-Offs" shall have the meaning
specified in
Section 4.09(b) hereof.
"VBC Investor Default Amount" shall mean, with respect
to each
Distribution Date, an amount equal to the product of (a) the
Investor Default
Amount for the Related Collection Period and (b) the VBC
Allocation Percentage
for such Related Collection Period.
"VBC Investor Percentage" shall mean, with respect to
any
Allocation Day, the percentage equivalent of a fraction, the
numerator of
which is the VBC Invested Amount as of the preceding Business Day
and the
denominator of which is the Invested Amount of such preceding
Business Day.
"VBC Monthly Interest" shall have the meaning specified
in Section
4.02(b) hereof.
"VBC Monthly Principal" shall have the meaning specified
in
Section 4.03(b) hereof.
"VBC Principal Allocation Percentage" shall mean, with
respect to
any Collection Period occurring (a) prior to the commencement of
any
Controlled Amortization Period or Early Amortization Period, the
percentage
equivalent of a fraction, the numerator of which is the VBC
Invested Amount as
of the last day of the Preceding Collection Period and the
denominator of
which is the Required Series Pool Balance as of such last day, or
(b) during
any Controlled Amortization Period or Early Amortization Period,
the
percentage equivalent of a fraction, the numerator of which is
the VBC
Invested Amount as of the last day of the Revolving Period ended
immediately
prior to such Collection Period and the denominator of which is
the Required
Series Pool Balance as of such last day.
"VBC Principal Collections" shall mean, for any
Allocation Day, an
amount equal to the Series Principal VBC Collections for such day
minus the
amount of Series Principal VBC Collections distributed to the
Holder of the
Exchangeable Certificate on such day in accordance with Section
4.01(b)(iii)
hereof.
"VBC Revolving Period" shall mean the period beginning
at the
opening of business on September 16, 1994 and ending on the
earlier of (a) the
last day of the Collection Period ending on October 31, 1996 or,
if the
Variable Base Certificateholder has consented to a later date in
accordance
with Section 6.02(f) hereof, the last day of the Collection
Period ending on
August 31, 1998 and (b) the close of business on the Business Day
immediately
preceding the day on which the Early Amortization Period
commences.
"VBC Unutilized Commitment Fee" shall mean, with respect
to any
Distribution Date, either (a) during the VBC Revolving Period, an
amount equal
to the aggregate, for each day during the Related Interest Period
(or, in the
case of the first Distribution Date following the date on which
the Variable
Base Certificate is authenticated by the Trustee and delivered to
the Variable
Base Certificateholder, the period from and including the date of
authentication and delivery to and including the day immediately
preceding
such Distribution Date), of the product of (i) the difference
between
$15,000,000 and the VBC Invested Amount on such day, (ii) the per
annum rate
(based on a year of 365 days or 366 days, as the case may be) set
forth in the
Variable Base Certificate and (iii) a fraction, the numerator of
which is the
number of days in the Related Interest Period, and the
denominator of which is
the number of days in the then current calendar year or (b)
during the VBC
Controlled Amortization Period or Early Amortization Period,
zero.
"VBC Unutilized Commitment Fee Shortfall" shall have the
meaning
specified in Section 4.02(c) hereof.
(b) Notwithstanding anything to the contrary in this
Series
Supplement or the Agreement, the term "Rating Agency" shall mean,
whenever
used in this Series Supplement or the Agreement with respect to
the
Certificates, Duff & Phelps and Fitch.
(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 2.01 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 Fe e
SECTION 3.01. Servicing Compensation. The monthly
servicing fee
hereunder (the "Monthly Servicing Fee") shall be payable to the
Servicer, in
arrears, on each Distribution Date occurring prior to the earlier
of the first
Distribution Date following the Series Termination Date and the
first
Distribution Date on which the Invested Amount and the
Subordinated Invested
Amount are both zero, in an amount equal to one-twelfth of the
product of (a)
the Servicing Fee Rate and (b) the Required Series Pool Balance
in effect
during the Related Collection Period; provided, however, that
with respect to
the first Distribution Date, the Monthly Servicing Fee shall be
equal to
$3,968.26. In no event shall the Trust, the Trustee, the Fixed
Base
Certificateholders, the Variable Base Certificateholder or the
Holder of the
Subordinated Certificate 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.
ARTI CLE IV
Righ ts of
Certificateholders and
Allo cation and Application of Collections
SECTION 4.01. Allocations and Distributions.
(a) General. Series Finance Charge Collections, Series
Principal
Collections and Series Default Amounts, as they relate to the
Certificates and
the Exchangeable Certificate, shall be allocated and distributed
as set forth
in this Article IV. If an amount is to be allocated between, or
paid to, the
Fixed Base Certificateholders and the Variable Base
Certificateholder, and the
amount in question is not sufficient to fully satisfy the Fixed
Base
Certificateholders and the Variable Base Certificateholder, then,
unless the
context otherwise requires, such amount shall be allocated or
paid to the
Fixed Base Certificateholders according to the FBC Investor
Percentage then in
effect and to the Variable Base Certificateholder according to
the VBC
Investor Percentage then in effect.
(b) Distribution of Collections to the Holder of the
Exchangeable Certificate. At the beginning of each Business Day
(an
"Allocation Day"), the Servicer shall cause the Trustee 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 in effect on such day and (B) the amount of
Series Finance
Charge Collections received since the beginning of the preceding
Business Day,
(ii) an amount equal to the product of (A) the Exchangeable
Holder's FBC
Percentage in effect on such day and (B) the amount of Series
Principal FBC
Collections received since the beginning of the preceding
Business Day, (iii)
an amount equal to the product of (A) the Exchangeable Holder's
VBC Percentage
in effect on such day and (B) the amount of Series Principal VBC
Collections
received since the beginning of the preceding Business Day, (iv)
an amount
equal to the product of (A) the Exchangeable Holder's FBC
Percentage in effect
on such day and (B) the amount of Series Principal SC (FBC
Component)
Collections received since the beginning of the preceding
Business Day, and
(v) an amount equal to the product of (A) the Exchangeable
Holder's VBC
Percentage in effect on such day and (B) the amount of Series
Principal SC
(VBC Component) Collections received since the beginning of the
preceding
Business Day. On each Distribution Date, the Servicer shall
allocate to the
Holder of the Exchangeable Certificate an amount equal to the
product of (x)
the Exchangeable Holder's Percentage in effect on such date and
(y) the amount
of Series Default Amount for the Related Collection Period.
(c) Allocation of Investor Finance Charge Collections.
At the
beginning of each Allocation Day, the Servicer shall allocate
Investor Finance
Charge Collections received since the beginning of the preceding
Business Day
as follows and in the following priorities (each priority to be
satisfied
daily before allocations are made to any subsequent priority):
(i) first, (1) if such Allocation Day falls within
an Assumed
Period, unless an amount equal to the Maximum Monthly Senior
Servicing
Fee for the current Collection Period, plus any previously
unpaid
Monthly Senior Servicing Fee (but only with respect to the
then current
Servicer) is then on deposit in the Collection Account and
allocated
therefor, or (2) if such Allocation Day falls outside of an
Assumed
Period, unless an amount equal to the Monthly Senior
Servicing Fee for
the current Interest Period, plus any previously unpaid
Monthly Senior
Servicing Fee (but only with respect to the then current
Servicer) is
then on deposit in the Collection Account and allocated
therefor,
Investor Finance Charge Collections received since the
beginning of the
preceding Business Day shall be retained in the Collection
Account until
such amount is then on deposit;
(ii) second, (1) if such Allocation Day falls
within an Assumed
Period, unless an amount equal to the sum of: (A) the FBC
Monthly
Interest to accrue during the next succeeding Interest
Period, plus the
amount of any FBC Carryover Interest for such Collection
Period, (B) an
amount equal to the Maximum VBC Monthly Interest to accrue
during the
next succeeding Interest Period, plus the amount of any VBC
Carryover
Interest for such Interest Period, and (C) during the VBC
Revolving
Period only, an amount equal to the Maximum VBC Unutilized
Commitment
Fee for the next succeeding Interest Period, plus the amount
of any VBC
Carryover Unutilized Commitment Fee for such Interest Period,
is then on
deposit in the Collection Account and allocated therefor, or
(2) if such
Allocation Day falls outside of an Assumed Period, unless an
amount
equal to the sum of: (A) the FBC Monthly Interest to accrue
during the
current Interest Period, plus the amount of any FBC Carryover
Interest
for such Collection Period, (B) an amount equal to the VBC
Monthly
Interest to accrue during the current Interest Period, plus
the amount
of any VBC Carryover Interest for such Interest Period, and
(C) during
the VBC Revolving Period only, an amount equal to the VBC
Unutilized
Commitment Fee for the current Interest Period, plus the
amount of any
VBC Carryover Unutilized Commitment Fee for such Interest
Period, is
then on deposit in the Collection Account and allocated
therefor,
Investor Finance Charge Collections received since the
beginning of the
preceding Business Day shall be retained in the Collection
Account until
the respective amounts are then on deposit;
(iii) third, unless an amount equal to the Senior
Investor
Default Holdback Amount for the current Collection Period is
then on
deposit in the Collection Account and allocated therefor,
Investor
Finance Charge Collections received since the beginning of
the preceding
Business Day shall be retained in the Collection Account
until such
amount is then on deposit;
(iv) fourth, unless the amount then on deposit in
the Spread
Account is equal to the Spread Requirement on such Allocation
Day,
Investor Finance Charge Collections received since the
beginning of the
preceding Business Day shall be withdrawn from the Collection
Account in
an amount equal to such insufficiency and shall be deposited
in the
Spread Account;
(v) fifth, unless an amount equal to the sum of
(A) all
unreimbursed FBC Investor Charge-Offs as of such Allocation
Day have
been reallocated as FBC Principal Collections and (B) all
unreimbursed
VBC Investor Charge-Offs as of such Allocation Day have been
reallocated
as VBC Principal Collections, Investor Finance Charge
Collections
received since the beginning of the preceding Business Day
shall be
reallocated, respectively, as FBC Principal Collections and
VBC
Principal Collections until the amounts reallocated equal all
unreimbursed FBC Investor Charge-Offs and unreimbursed VBC
Investor
Charge-Offs; provided, however, that if the amount of
Investor Finance
Charge Collections remaining on any Allocation Day after
making the
allocations described in paragraphs (i) through (iv)
immediately above
is not sufficient to fully satisfy the reallocations required
to be made
pursuant to this paragraph (v) on such Allocation Day, such
remaining
Investor Finance Charge Collections shall be reallocated as
follows: (x)
an amount equal to the product of such remaining Investor
Finance Charge
Collections and the FBC Investor Percentage shall be
reallocated as FBC
Principal Collections and applied to reimburse unreimbursed
FBC Investor
Charge-Offs and (y) an amount equal to the product of such
remaining
Investor Finance Charge Collections and the VBC Investor
Percentage
shall be reallocated as VBC Principal Collections and applied
to
reimburse unreimbursed VBC Charge-Offs;
(vi) sixth, unless an amount equal to the
Subordinated Investor
Default Holdback Amount for the current Collection Period is
then on
deposit in the Collection Account and allocated therefor,
Investor
Finance Charge Collections deposited in the Collection
Account since the
beginning of the Preceding Business Day shall be retained in
the
Collection Account until such amount is then on deposit;
(vii) seventh, unless an amount equal to (A) all
unreimbursed
Subordinated Investor (FBC) Charge-Offs as of such Allocation
Day has
been reallocated as Subordinated Principal (FBC Component)
Collections,
a portion (based on the FBC Investor Percentage) of all
Investor Finance
Charge Collections received since the beginning of the
preceding
Business Day shall be reallocated as Subordinated Principal
(FBC
Component) Collections; and (B) all unreimbursed Subordinated
Investor
(VBC) Charge-Offs as of such Allocation Day has been
reallocated as
Subordinated Principal (VBC Component) Collections, a portion
(based on
the VBC Investor Percentage) of all Investor Finance Charge
Collections
received since the beginning of the preceding Business Day
shall be
reallocated as Subordinated Principal (VBC Component)
Collections;
(viii) eighth, if such Allocation Day falls
within an Early
Amortization Period which commenced (1) on any date on or
after August
31, 1997 or (2) as a result of the occurrence of an Early
Amortization
Event of the type described in Sections 7.01(a), (c), (e),
(f), (g) or
(j) hereof caused directly or indirectly by (A) the
imposition of a
Block Period, (B) the removal of Removed Accounts, (C) the
issuance of a
new Series and/or the willful breach by the Servicer (so long
as the
Servicer is Gottschalks) of its obligations under the
Agreement and this
Series Supplement, then, unless an amount equal to the
Projected Make
Whole Premium for the Related Collection Period (together
with any Make
Whole Premium previously due but not paid on a prior
Distribution Date)
is then on deposit in the Collection Account and allocated
therefor,
Investor Finance Charge Collections received since the
beginning of the
preceding Business Day shall be retained in the Collection
Account until
such amount is then on deposit and allocated therefor;
(ix) ninth, unless (1) if such Allocation Day falls
within an
Assumed Period, an amount equal to the Maximum Monthly
Subordinated
Servicing Fee for the current Interest Period, plus any
previously
unpaid Monthly Subordinated Servicing Fee (but only with
respect to the
then current Servicer) is then on deposit in the Collection
Account and
allocated therefor, or (2) if such Allocation Day falls
outside of an
Assumed Period, an amount equal to the Monthly Subordinated
Servicing
Fee for the current Interest Period, plus any previously
unpaid Monthly
Subordinated Servicing Fee (but only with respect to the
current
Servicer) is then on deposit in the Collection Account and
allocated
therefor, Investor Finance Charge Collections received since
the
beginning of the preceding Business Day shall be retained in
the
Collection Account until such amount is then on deposit; and
(x) tenth, the balance, if any, of the Investor
Finance Charge
Collections received since the beginning of the preceding
Business Day
(after making the allocations described in paragraphs (i)
through (ix)
above) shall, subject to Section 4.07(e) hereof, be
distributed to the
Depositor for application in accordance with the Receivables
Purchase
Agreement.
(d) Allocation of Principal Collections. (i) At the
beginning
of each Allocation Day, the Servicer shall allocate the FBC
Principal
Collections for such day as follows and in the following
priorities (each
priority to be satisfied daily before allocations are made to any
subsequent
priority):
(A) if such Allocation Day occurs during the FBC
Revolving
Period:
(1) first, unless the amount retained in the Collection
Account
pursuant to Section 4.01(d)(iii)(A)(2) hereof (as of the
preceding
Business Day), is equal to the amount of all unreimbursed FBC
Investor
Charge-Offs, FBC Principal Collections received since the
beginning of
the preceding Business Day shall be retained in the
Collection Account
until the sum of such amounts equals the amount of all
unreimbursed FBC
Investor Charge-Offs;
(2) second, if pursuant to Section 4.06(a) hereof an
amount is
required to be deposited in the Retained Amount Account on
such day, FBC
Principal Collections received since the beginning of the
preceding
Business Day in an amount equal to the lesser of (x) the
product of (1)
the amount of such required deposit and (2) the FBC
Allocation
Percentage for such Allocation Day, and (y) the amount of FBC
Principal
Collections received since the beginning of the preceding
Business Day
shall be withdrawn from the Collection Account and deposited
in the
Retained Amount Account; and
(3) third, the balance, if any, of FBC Principal
Collections
received since the beginning of the preceding Business Day
(after making
the allocations described in paragraphs (1) and (2) above)
shall,
subject to Section 4.07(e) hereof, be distributed to the
Depositor for
application in accordance with the Receivables Purchase
Agreement; or
(B) if such Allocation Day occurs during the FBC
Controlled
Amortization Period:
(1) first, unless an amount equal to the FBC Controlled
Distribution Amount is then on deposit in the Collection
Account and
allocated therefor, FBC Principal Collections received since
the
beginning of the preceding Business Day shall be retained in
the
Collection Account until such amount is then on deposit;
(2) second, unless the amount retained in the
Collection Account
pursuant to Section 4.01(d)(iii)(B)(2) hereof (as of the
preceding
Business Day), is equal to the amount of all unreimbursed FBC
Investor
Charge-Offs, FBC Principal Collections received since the
beginning of
the preceding Business Day shall be retained in the
Collection Account
until the sum of such amounts equals the amount of all
unreimbursed FBC
Investor Charge-Offs;
(3) third, if pursuant to Section 4.06(a) hereof an
amount is
required to be deposited in the Retained Amount Account on
such day, FBC
Principal Collections received since the beginning of the
preceding
Business Day in an amount equal to the lesser of (x) the
product of (1)
the amount of such required deposit and (2) the FBC
Allocation
Percentage for such Allocation Day, and (y) the amount of FBC
Principal
Collections received since the beginning of the preceding
Business Day
shall be withdrawn from the Collection Account and deposited
in the
Retained Amount Account; and
(4) fourth, the balance, if any, of FBC Principal
Collections
received since the beginning of the preceding Business Day
(after making
the allocations described in paragraphs (1), (2) and (3)
above) shall,
subject to Section 4.07(e) hereof, be distributed to the
Depositor for
application in accordance with the Receivables Purchase
Agreement; or
(C) if such Allocation Day occurs during the Early
Amortization
Period:
(1) first, unless an amount equal to the FBC Invested
Amount is
then on deposit in the Collection Account and allocated
therefor, FBC
Principal Collections received since the beginning of the
preceding
Business Day shall be retained in the Collection Account
until such
amount is then on deposit; and
(2) second, the balance, if any, of FBC Principal
Collections
received since the beginning of the preceding Business Day
(after making
the allocation described in paragraph (1) above) shall,
subject to
Section 4.07(e) hereof, be distributed to the Depositor for
application
in accordance with the Receivables Purchase Agreement.
(ii) At the beginning of each Allocation Day, the
Servicer shall
allocate the VBC Principal Collections for such day as follows
and in the
following priorities (each priority to be satisfied daily before
allocations
are made to any subsequent priority):
(A) if such Allocation Day occurs during the VBC
Revolving
Period:
(1) first, unless the amount retained in the Collection
Account
pursuant to Section 4.01(d)(iv)(A)(2) hereof (as of the
preceding
Business Day), is equal to the amount of all unreimbursed VBC
Investor
Charge-Offs, VBC Principal Collections received since the
beginning of
the preceding Business Day shall be retained in the
Collection Account
until the sum of such amounts equals the amount of all
unreimbursed VBC
Investor Charge-Offs;
(2) second, if pursuant to Section 4.06(a) hereof an
amount is
required to be deposited in the Retained Amount Account on
such day, VBC
Principal Collections received since the beginning of the
preceding
Business Day in an amount equal to the lesser of (x) the
product of (1)
the amount of such required deposit and (2) the VBC
Allocation
Percentage for such Allocation Day, and (y) the amount of VBC
Principal
Collections received since the beginning of the preceding
Business Day
shall be withdrawn from the Collection Account and deposited
in the
Retained Amount Account;
(3) third, if the Servicer has received a Prepayment
Notice in
accordance with Section 6.04 hereof, VBC Principal
Collections received
since the beginning of the preceding Business Day shall be
retained in
the Collection Account until such time as the amount on
deposit therein
is equal to (1) the Prepayment Amount, or (2) if the
Prepayment Date is
a Distribution Date later than the second Distribution Date
following
the date on which such Prepayment Notice was received by the
Servicer,
the monthly amount set forth in the Prepayment Notice; and
(4) fourth, the balance, if any, of VBC Principal
Collections
received since the beginning of the preceding Business Day
(after making
the allocations described in paragraphs (1), (2) and (3)
above) shall,
subject to Section 4.07(e) hereof, be distributed to the
Depositor for
application in accordance with the Receivables Purchase
Agreement; or
(B) if such Allocation Day occurs during the VBC
Controlled
Amortization Period:
(1) first, unless an amount equal to the VBC Controlled
Distribution Amount is then on deposit in the Collection
Account and
allocated therefor, VBC Principal Collections received since
the
beginning of the preceding Business Day shall be retained in
the
Collection Account until such amount is then on deposit;
(2) second, unless the amount retained in the
Collection Account
pursuant to Section 4.01(d)(iv)(B)(2) hereof (as of the
preceding
Business Day), is equal to the amount of all unreimbursed VBC
Investor
Charge-Offs, VBC Principal Collections received since the
beginning of
the preceding Business Day shall be retained in the
Collection Account
until the sum of such amounts equals the amount of all
unreimbursed VBC
Investor Charge-Offs;
(3) third, if pursuant to Section 4.06(a) hereof an
amount is
required to be deposited in the Retained Amount Account on
such day, VBC
Principal Collections received since the beginning of the
preceding
Business Day shall be withdrawn from the Collection Account
in an amount
equal to the lesser of (x) the product of (1) the amount of
such
required deposit and (2) the VBC Allocation Percentage for
such
Allocation Day, and (y) the amount of VBC Principal
Collections received
since the beginning of the preceding Business Day and
deposited in the
Retained Amount Account; and
(4) fourth, the balance, if any, of VBC Principal
Collections
received since the beginning of the preceding Business Day
(after making
the allocations described in paragraphs (1), (2) and (3)
above) shall,
subject to Section 4.07(e) hereof, be distributed to the
Depositor for
application in accordance with the Receivables Purchase
Agreement; or
(C) if such Allocation Day occurs during the Early
Amortization
Period:
(1) first, unless an amount equal to the VBC Invested
Amount is
then on deposit in the Collection Account and allocated
therefor, VBC
Principal Collections received since the beginning of the
preceding
Business Day shall be retained in the Collection Account
until such
amount is then on deposit; and
(2) second, the balance, if any, of VBC Principal
Collections
received since the beginning of the preceding Business Day
(after making
the allocation described in paragraph (1) above) shall,
subject to
Section 4.07(e) hereof, be distributed to the Depositor for
application
in accordance with the Receivables Purchase Agreement.
(iii) At the beginning of each Allocation Day, the
Servicer shall
allocate the Subordinated Principal (FBC Component) Collections
for such day
as follows and in the following priorities (each priority to be
satisfied
daily before allocations are made to any subsequent priority):
(A) if such Allocation Day occurs during the FBC
Revolving
Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (FBC Component) Collections will be
reallocated
as Investor Finance Charge Collections in the amount by which
the
product of (x) the Investor Default Amount for such
Collection Period
and (y) the FBC Allocation Percentage for such Collection
Period,
exceeds the product of (1) the amount allocated to the Senior
Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and
(2) the FBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed FBC Investor Charge-Offs is then on deposit in
the
Collection Account and allocated therefor, Subordinated
Principal (FBC
Component) Collections received since the beginning of the
preceding
Business Day shall be retained in the Collection Account
until the sum
of such amounts equals the amount of all unreimbursed FBC
Investor
Charge-Offs;
(3) third, unless an amount equal to the amount of all
unreimbursed Subordinated Investor (FBC) Charge-Offs is then
on deposit
in the Collection Account and allocated therefor,
Subordinated Principal
(FBC Component) Collections received since the beginning of
the
preceding Business Day shall be retained in the Collection
Account until
the sum of such amounts equals the amount of all unreimbursed
Subordinated Investor (FBC) Charge-Offs;
(4) fourth, if pursuant to Section 4.06(a) hereof an
amount is
required to be deposited in the Retained Amount Account on
such day,
Subordinated Principal (FBC Component) Collections received
since the
beginning of the preceding Business Day in an amount equal to
the lesser
of (x) the product of (1) the amount of such required
deposit, (2) the
Subordinated Principal Allocation Percentage for such
Allocation Day and
(3) the FBC Investor Percentage for such Allocation Day, and
(y) the
amount of Subordinated Principal (FBC Component) Collections
received
since the beginning of the preceding Business Day shall be
withdrawn
from the Collection Account and deposited in the Retained
Amount
Account; and
(5) fifth, the balance, if any, of Subordinated
Principal (FBC
Component) Collections received since the beginning of the
preceding
Business Day (after making the allocations described in
paragraphs (1),
(2), (3) and (4) above) shall, subject to Section 4.07(e)
hereof, be
distributed to the Depositor for application in accordance
with the
Receivables Purchase Agreement; or
(B) if such Allocation Day occurs during the FBC
Controlled
Amortization Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (FBC Component) Collections will be
reallocated
as Investor Finance Charge Collections in the amount by which
the
product of (x) the Investor Default Amount for such
Collection Period
and (y) the FBC Allocation Percentage for such Collection
Period,
exceeds the product of (1) the amount allocated to the Senior
Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and
(2) the FBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed FBC Investor Charge-Offs is then on deposit in
the
Collection Account and allocated therefor, Subordinated
Principal (FBC
Component) Collections received since the beginning of the
preceding
Business Day shall be retained in the Collection Account
until the sum
of such amounts equals the amount of all unreimbursed FBC
Investor
Charge-Offs;
(3) third, unless an amount equal to the amount of all
unreimbursed Subordinated Investor (FBC) Charge-Offs is then
on deposit
in the Collection Account and allocated therefor,
Subordinated Principal
(FBC Component) Collections received since the beginning of
the
preceding Business Day shall be retained in the Collection
Account until
the sum of such amounts equals the amount of all unreimbursed
Subordinated Investor (FBC) Charge-Offs;
(4) fourth, if pursuant to Section 4.06(a) hereof an
amount is
required to be deposited in the Retained Amount Account on
such day,
Subordinated Principal (FBC Component) Collections received
since the
beginning of the preceding Business Day shall be withdrawn
from the
Collection Account in an amount equal to the lesser of (x)
the product
of (1) the amount of such required deposit, (2) the
Subordinated
Principal Allocation Percentage for such Allocation Day and
(3) the FBC
Investor Percentage for such Allocation Day, and (y) the
amount of
Subordinated Principal (FBC Component) Collections received
since the
beginning of the preceding Business Day, and deposited in the
Retained
Amount Account; and
(5) fifth, the balance, if any, of Subordinated
Principal (FBC
Component) Collections received since the beginning of the
preceding
Business Day (after making the allocations described in
paragraphs (1),
(2), (3) and (4) above) shall, subject to Section 4.07(e)
hereof, be
distributed to the Depositor for application in accordance
with the
Receivables Purchase Agreement; or
(C) if such Allocation Day occurs during the Early
Amortization
Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (FBC Component) Collections will be
reallocated
as Investor Finance Charge Collections in the amount by which
the
product of (x) the Investor Default Amount for such
Collection Period
and (y) the FBC Allocation Percentage for such Collection
Period,
exceeds the product of (1) the amount allocated to the Senior
Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and
(2) the FBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed FBC Investor Charge-Offs is then on deposit in
the
Collection Account and allocated therefor, Subordinated
Principal (FBC
Component) Collections received since the beginning of the
preceding
Business Day shall be retained in the Collection Account
until the sum
of such amounts equals the amount of all unreimbursed FBC
Investor
Charge-Offs; and
(3) third, the balance, if any, of Subordinated
Principal (FBC
Component) Collections received since the beginning of the
preceding
Business Day (after making the allocations described in
paragraphs (1)
and (2) above) (1) so long as the Subordinated Invested
Amount (FBC
Component) is greater than zero, shall, subject to Section
4.07(e)
hereof, be distributed to the Depositor for application in
accordance
with the Receivables Purchase Agreement, and (2) if the
Subordinated
Invested Amount (FBC Component) is zero, shall be distributed
to the
Depositor.
(iv) At the beginning of each Allocation Day, the
Servicer shall
allocate the Subordinated Principal (VBC Component) Collections
for such day
as follows and in the following priorities (each priority to be
satisfied
daily before allocations are made to any subsequent priority):
(A) if such Allocation Day occurs during the VBC
Revolving
Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (VBC Component) Collections will be
reallocated
as Investor Finance Charge Collections in the amount by which
the
product of (x) the Investor Default Amount for such
Collection Period
and (y) the VBC Allocation Percentage for such Collection
Period,
exceeds the product of (1) the amount allocated to the Senior
Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and
(2) the VBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed VBC Investor Charge-Offs is then on deposit in
the
Collection Account and allocated therefor, Subordinated
Principal (VBC
Component) Collections received since the beginning of the
preceding
Business Day shall be retained in the Collection Account
until the sum
of such amounts equals the amount of all unreimbursed VBC
Investor
Charge-Offs;
(3) third, unless an amount equal to the amount of all
unreimbursed Subordinated Investor (VBC) Charge-Offs is then
on deposit
in the Collection Account and allocated therefor,
Subordinated Principal
(VBC Component) Collections received since the beginning of
the
preceding Business Day shall be retained in the Collection
Account until
the sum of such amounts equals the amount of all unreimbursed
Subordinated Investor (VBC) Charge-Offs;
(4) fourth, if pursuant to Section 4.06(a) hereof an
amount is
required to be deposited in the Retained Amount Account on
such day,
Subordinated Principal (VBC Component) Collections received
since the
beginning of the preceding Business Day in an amount equal to
the lesser
of (x) the product of (1) the amount of such required
deposit, (2) the
Subordinated Principal Allocation Percentage for such
Allocation Day and
(3) the VBC Investor Percentage for such Allocation Day, and
(y) the
amount of Subordinated Principal (VBC Component) Collections
received
since the beginning of the preceding Business Day shall be
withdrawn
from the Collection Account and deposited in the Retained
Amount
Account; and
(5) fifth, the balance, if any, of Subordinated
Principal (VBC
Component) Collections received since the beginning of the
preceding
Business Day (after making the allocations described in
paragraphs (1),
(2), (3) and (4) above) shall, subject to Section 4.07(e)
hereof, be
distributed to the Depositor for application in accordance
with the
Receivables Purchase Agreement; or
(B) if such Allocation Day occurs during the VBC
Controlled
Amortization Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (VBC Component) Collections will be
reallocated
as Investor Finance Charge Collections in the amount by which
the
product of (x) the Investor Default Amount for such
Collection Period
and (y) the VBC Allocation Percentage for such Collection
Period,
exceeds the product of (1) the amount allocated to the Senior
Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and
(2) the VBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed VBC Investor Charge-Offs is then on deposit in
the
Collection Account and allocated therefor, Subordinated
Principal (VBC
Component) Collections received since the beginning of the
preceding
Business Day shall be retained in the Collection Account
until the sum
of such amounts equals the amount of all unreimbursed VBC
Investor
Charge-Offs;
(3) third, unless an amount equal to the amount of all
unreimbursed Subordinated Investor (VBC) Charge-Offs is then
on deposit
in the Collection Account and allocated therefor,
Subordinated Principal
(VBC Component) Collections received since the beginning of
the
preceding Business Day shall be retained in the Collection
Account until
the sum of such amounts equals the amount of all unreimbursed
Subordinated Investor (VBC) Charge-Offs;
(4) fourth, if pursuant to Section 4.06(a) hereof an
amount is
required to be deposited in the Retained Amount Account on
such day,
Subordinated Principal (VBC Component) Collections received
since the
beginning of the preceding Business Day shall be withdrawn
from the
Collection Account in an amount equal to the lesser of (x)
the product
of (1) the amount of such required deposit, (2) the
Subordinated
Principal Allocation Percentage for such Allocation Day and
(3) the VBC
Investor Percentage for such Allocation Day, and (y) the
amount of
Subordinated Principal (VBC Component) Collections received
since the
beginning of the preceding Business Day, and deposited in the
Retained
Amount Account; and
(5) fifth, the balance, if any, of Subordinated
Principal (VBC
Component) Collections received since the beginning of the
preceding
Business Day (after making the allocations described in
paragraphs (1),
(2), (3) and (4) above) shall, subject to Section 4.07(e)
hereof, be
distributed to the Depositor for application in accordance
with the
Receivables Purchase Agreement; or
(C) if such Allocation Day occurs during the Early
Amortization
Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (VBC Component) Collections will be
reallocated
as Investor Finance Charge Collections in the amount by which
the
product of (x) the Investor Default Amount for such
Collection Period
and (y) the VBC Allocation Percentage for such Collection
Period,
exceeds the product of (1) the amount allocated to the Senior
Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and
(2) the VBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed VBC Investor Charge-Offs is then on deposit in
the
Collection Account and allocated therefor, Subordinated
Principal (VBC
Component) Collections received since the beginning of the
preceding
Business Day shall be retained in the Collection Account
until the sum
of such amounts equals the amount of all unreimbursed VBC
Investor
Charge-Offs; and
(3) third, the balance, if any, of Subordinated
Principal (VBC
Component) Collections received since the beginning of the
preceding
Business Day (after making the allocations described in
paragraphs (1)
and (2) above) (1) so long as the Subordinated Invested
Amount (VBC
Component) is greater than zero, shall, subject to Section
4.07(e)
hereof, be distributed to the Depositor for application in
accordance
with the Receivables Purchase Agreement, and (2) if the
Subordinated
Invested Amount (VBC Component) is zero, shall be distributed
to the
Depositor.
(e) Investor Default Holdback Amounts. On the first
day of each
Collection Period (other than in the case of the first Collection
Period), the
Servicer shall direct the Trustee to apply the Senior Investor
Default
Holdback Amount retained in the Collection Account during the
Preceding
Collection Period as follows:
(i) an amount equal to the lesser of (A) the product of
the
Senior Investor Default Holdback Amount for the Preceding
Collection
Period and the FBC Investor Percentage in effect for such
Preceding
Collection Period and (B) the product of the Investor Default
Amount for
the Preceding Collection Period and the FBC Allocation
Percentage in
effect for such Preceding Collection Period, shall be
reallocated as FBC
Principal Collections;
(ii) an amount equal to the lesser of (A) the product of
the
Senior Investor Default Holdback Amount for the Preceding
Collection
Period and the VBC Investor Percentage in effect for such
Preceding
Collection Period and (B) the product of the Investor Default
Amount for
the Preceding Collection Period and the VBC Allocation
Percentage in
effect for such Preceding Collection Period, shall be
reallocated as VBC
Principal Collections; and
(iii) if any of the Senior Investor Default Holdback
Amount for
the Preceding Collection Period remains in the Collection
Account after
making the reallocations described in paragraphs (i) and (ii)
above, (A)
a portion of such remaining amount (equal to the product of
such amount
and the FBC Investor Percentage on such first day) shall be
reallocated
as Subordinated Principal (FBC Component) Collections and
shall result
in a corresponding reinstatement of the Subordinated Invested
Amount
(FBC Component) (to the extent that any reduction has
previously been
made to such amount); and (B) a portion of such remaining
amount (equal
to the product of such amount and the VBC Investor Percentage
on such
first day) shall be reallocated as Subordinated Principal
(VBC
Component) Collections and shall result in a corresponding
reinstatement
of the Subordinated Invested Amount (VBC Component) (to the
extent that
any reduction has previously been made to such amount);
(iv) an amount equal to (A) the lesser of (1) the
product of (x)
the Subordinated Investor Default Holdback Amount for the
Preceding
Collection Period and (y) the FBC Investor Percentage as of
such first
day, and (2) the product of (x) the Investor Default Amount
for the
Preceding Collection Period, (y) the Subordinated Allocation
Percentage
in effect for the Preceding Collection Period and (z) the FBC
Investor
Percentage as of such first day shall be reallocated as
Subordinated
Principal (FBC Component) Collections, and (B) the lesser of
(1) the
product of (x) the Subordinated Investor Default Holdback
Amount for the
Preceding Collection Period and (y) the VBC Investor
Percentage as of
such first day, and (2) the product of (x) the Investor
Default Amount
for the Preceding Collection Period, (y) the Subordinated
Allocation
Percentage in effect for the Preceding Collection Period and
(z) the VBC
Investor Percentage as of such first day shall be reallocated
as
Subordinated Principal (VBC Component) Collections; and
(v) if any of the Subordinated Investor Default
Holdback Amount
for the Preceding Collection Period remains in the Collection
Account
after making the reallocations described in paragraph (iv)
above, such
remaining amount shall be distributed to the Depositor for
application
in accordance with the Receivables Purchase Agreement.
(f) Distributions. (i) On or before each
Determination Date,
the Servicer shall provide written directions to the Trustee
directing the
Trustee to distribute to the Fixed Base Certificateholders on the
following
Distribution Date from amounts on deposit in the Collection
Account:
(A) if such Determination Date occurs during the FBC
Revolving
Period: (1) an amount equal to the sum of the amounts, if
any, retained
in the Collection Account during the Related Collection
Period in
respect of the Fixed Base Certificates pursuant to Section
4.01(c)(ii)
and (2) an amount equal to the lesser of the Projected Make
Whole
Premium for the Related Collection Period and the Make Whole
Premium
calculated as of such Determination Date; or
(B) if such Determination Date occurs during the FBC
Controlled
Amortization Period, an amount equal to the sum of the
amounts, if any,
retained in the Collection Account during the Related
Collection Period
in respect of the Fixed Rate Certificates pursuant to
Sections
4.01(c)(ii) and 4.01(d)(i)(B)(1); or
(C) if such Determination Date occurs during the Early
Amortization Period, an amount equal to the sum of the
amounts, if any,
retained in the Collection Account during the Related
Collection Period
in respect of the Fixed Rate Certificates pursuant to
Sections
4.01(c)(ii) and 4.01(d)(i)(C)(1);
(ii) On or before each Determination Date, the Servicer
shall
provide written directions to the Trustee directing the Trustee
to distribute
to the Variable Base Certificateholder on the following
Distribution Date from
amounts on deposit in the Collection Account:
(A) if such Determination Date occurs during the VBC
Revolving
Period, an amount equal to the sum of the amounts, if any,
retained in
the Collection Account during the Related Collection Period
in respect
of the Variable Base Certificate pursuant to Section
4.01(c)(ii); or
(B) if such Determination Date occurs during the VBC
Controlled
Amortization Period, an amount equal to the sum of the
amounts, if any,
retained in the Collection Account during the Related
Collection Period
in respect of the Variable Base Certificate pursuant to
Sections
4.01(c)(ii) and 4.01(d)(ii)(B)(1); or
(C) if such Determination Date occurs during the Early
Amortization Period, an amount equal to the sum of the
amounts, if any,
retained in the Collection Account during the Related
Collection Period
in respect of the Variable Base Certificate pursuant to
Sections
4.01(c)(ii) and 4.01(d)(ii)(C)(1); and
(iii) 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 from amounts
on deposit in
the Collection Account, an amount equal to the sum of the
amounts, if any,
retained in the Collection Account during the Related Collection
Period
pursuant to Sections 4.01(c)(i) and 4.01(c)(ix); provided,
however, so long as
Gottschalks is the Servicer, the Trustee shall first deduct from
any amount
payable to the Servicer pursuant to this paragraph (iii) an
amount equal to
$8,000 (plus any prior payments of such amount which remain
unpaid) as payment
for the fees of the Standby Servicer.
(iv) 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 4.01(c)
and Section
4.01(d) and not required for any other purpose to the Depositor
for
application in accordance with the Receivables Purchase
Agreement.
(g) Other Amounts. The withdrawals to be made from the
Collection Account pursuant to this Section 4.01 do not apply to
deposits into
the Collection Account that do not represent Collections,
including payment of
the purchase price for the Certificates pursuant to Section 2.03
of the
Agreement, payment of the purchase price for Additional Invested
Amounts
pursuant to Section 6.02 hereof, payment of any Make Whole
Premium pursuant to
Section 4.01(f) hereof and proceeds from the sale, disposition or
liquidation
of Receivables pursuant to Section 9.02 or Section 12.02 of the
Agreement.
SECTION 4.02. Monthly Interest; Unutilized Commitment
Fee. (a)
FBC Monthly Interest. The amount of monthly interest ("FBC
Monthly Interest")
distributable from the Collection Account (or, in the case of the
first
Distribution Date, from the Capitalized Interest Account) with
respect to the
Fixed Base Certificates on any Distribution Date shall be an
amount equal to
one-twelfth (1/12th) of the product of (i) the FBC Invested
Amount as of the
close of business on the preceding Distribution Date (after
giving effect to
all repayments of the FBC Invested Amount, if any, on the
preceding
Distribution Date), and (ii) the FBC Interest Rate; provided that
in the case
of the initial Interest Period the FBC Monthly Interest shall be
$122,500. On
the Determination Date preceding each Distribution Date, the
Servicer shall
determine the excess, if any, of (x) the sum of FBC Monthly
Interest for the
Related Interest Period plus the amount, if any, of the FBC
Interest Shortfall
which was due but not paid on the prior Distribution Date over
(y) the amount
which will be available to be distributed to the Holders of the
Fixed Base
Certificates on such Distribution Date in respect thereof
pursuant to this
Series Supplement (such excess, the "FBC Interest Shortfall").
If, on any
Distribution Date, the FBC Interest Shortfall is greater than
zero, then an
additional amount ("FBC Additional Interest") shall be payable as
provided
herein with respect to Fixed Base Certificates on each
Distribution Date
following such Distribution Date, to but excluding the
Distribution Date on
which the FBC Interest Shortfall is paid to the Holders of the
Fixed Base
Certificates, in an amount equal to one-twelfth of the product of
(i) such FBC
Interest Shortfall (or the portion thereof which has not
previously been paid
to Fixed Base Certificateholders) and (ii) the FBC Interest Rate.
Notwithstanding anything to the contrary herein, FBC Additional
Interest shall
be paid or distributed on Fixed Base Certificates only to the
extent permitted
by applicable law.
(b) VBC Monthly Interest. The amount of monthly
interest ("VBC
Monthly Interest") distributable from the Collection Account with
respect to
the Variable Base Certificate on any Distribution Date shall be
an amount
equal to the product of (i) the VBC Invested Amount as of the
close of
business on the preceding Distribution Date (after giving effect
to all
repayments of, or increases to, the VBC Invested Amount, if any,
on the
preceding Distribution Date), (ii) the VBC Interest Rate in
effect for the
Related Interest Period and (iii) a fraction, the numerator of
which is the
actual number of days elapsed in the Related Interest Period, and
the
denominator of which is 360. On the Determination Date preceding
each
Distribution Date, the Servicer shall determine the excess, if
any, of (x) the
sum of the VBC Monthly Interest for the Interest Period
applicable to such
Distribution Date plus the amount, if any, of the VBC Interest
Shortfall which
was due but not paid on the prior Distribution Date over (y) the
amount which
will be available to be distributed to the Holder of the Variable
Base
Certificate on such Distribution Date in respect thereof pursuant
to this
Series Supplement (such excess, the "VBC Interest Shortfall").
If, on any
Distribution Date, the VBC Interest Shortfall is greater than
zero, then an
additional amount ("VBC Additional Interest") shall be payable as
provided
herein with respect to the Variable Base Certificate on each
Distribution Date
following such Distribution Date, to but excluding the
Distribution Date on
which the VBC Interest Shortfall is paid to the Holder of the
Variable Base
Certificate, in an amount equal to the product of (i) such VBC
Interest
Shortfall (or the portion thereof which has not previously been
paid to the
Variable Base Certificateholder), (ii) the VBC Interest Rate in
effect for the
Related Interest Period, and (iii) a fraction, the numerator of
which is the
actual number of days elapsed in the Related Interest Period, and
the
denominator of which is 360. Notwithstanding anything to the
contrary herein,
VBC Additional Interest shall be paid or distributed on the
Variable Base
Certificate only to the extent permitted by applicable law.
(c) VBC Unutilized Commitment Fee. On the
Determination Date
preceding each Distribution Date, the Servicer shall determine
the excess, if
any, of (i) the sum of the VBC Unutilized Commitment Fee for the
Interest
Period applicable to such Distribution Date plus the amount, if
any, of the
VBC Unutilized Commitment Fee Shortfall which was due but not
paid on the
prior Distribution Date over (ii) the amount which will be
available to be
distributed to the Holder of the Variable Base Certificate on
such
Distribution Date in respect thereof pursuant to this Series
Supplement (such
excess, the "VBC Unutilized Commitment Fee Shortfall"). If, on
any
Distribution Date, the VBC Unutilized Commitment Fee Shortfall is
greater than
zero, then an additional amount ("VBC Additional Unutilized
Commitment Fee")
shall be payable as provided herein for the VBC Unutilized
Commitment Fee on
each Distribution Date following such Distribution Date, to but
excluding the
Distribution Date on which the VBC Unutilized Commitment Fee
Shortfall is paid
to the Holder of the Variable Base Certificate, in an amount
equal to the
product of (i) such VBC Unutilized Commitment Fee Shortfall (or
the portion
thereof which has not previously been paid to the Variable Base
Certificateholder), (ii) the unutilized commitment fee rate
(based on a year
of 365 days or 366 days, as the case may be) set forth in the
Variable Base
Certificate, and (iii) a fraction, the numerator of which is the
number of
days in the Related Interest Period, and the denominator of which
is the
number of days in the then current calendar year.
Notwithstanding anything to
the contrary herein, VBC Additional Unutilized Commitment Fee
shall be paid or
distributed on the Variable Base Certificate only to the extent
permitted by
applicable law.
(d) Adjustment of Discount Rate. (i) On each Reset
Date, the
Servicer shall calculate the Additional Discount Rate and, if
such rate is
positive, cause the Depositor to increase the Discount Rate by
the amount of
the Additional Discount Rate calculated on such Reset Date;
provided, however,
that any such increase shall be made in accordance with, and
subject to the
limitations of, Section 2.07 of the Agreement. If the Additional
Discount
Rate so calculated is negative, the Servicer shall cause the
Depositor to
reduce the Discount Rate by such rate; provided, however, that
any such
reduction shall be made in accordance with, and subject to the
limitations of,
Section 2.07 of the Agreement; and provided further, however,
that such
reduction shall not cause the Discount Rate to be less than the
Discount Rate
at the time the Initial VBC Interest Rate was established.
(ii) If the average of the Portfolio Yield for any
three
consecutive Collection Periods is reduced to a rate which is less
than one-
half of one percent (0.5%) in excess of the Base Rate, the
Depositor shall,
subject to compliance with Section 2.07 of the Agreement,
increase the
Discount Rate in accordance with the Agreement by an amount
estimated to cause
the Portfolio Yield to increase on an annualized basis in future
Collection
Periods by at least one percent (1%).
SECTION 4.03. Determination of Monthly Principal. (a)
(i) FBC
Monthly Principal. The amount of monthly principal ("FBC Monthly
Principal")
distributable from the Collection Account with respect to the
Fixed Base
Certificates on each Distribution Date during the FBC Revolving
Period shall
be zero.
(ii) The amount of FBC Monthly Principal
distributable from
the Collection Account with respect to the Fixed Base
Certificates on each
Distribution Date during the FBC Controlled Amortization Period
or the Early
Amortization Period shall be equal to the FBC Principal
Collections (including
Investor Finance Charge Collections reallocated as FBC Principal
Collections)
on deposit in the Collection Account on such Distribution Date;
provided,
however, that the amount of FBC Monthly Principal distributable
to the Holders
of the Fixed Base Certificates on any Distribution Date during
the FBC
Controlled Amortization Period or Early Amortization Period, as
the case may,
shall in no event exceed the FBC Invested Amount in effect on the
Business Day
preceding such Distribution Date.
(b)(i) VBC Monthly Principal. The amount of monthly
principal
("VBC Monthly Principal") distributable from the Collection
Account with
respect to the Variable Base Certificate on each Distribution
Date during the
VBC Revolving Period shall, except as provided in Section 4.07
hereof, be
zero.
(ii) The amount of VBC Monthly Principal
distributable from
the Collection Account with respect to the Variable Base
Certificate on each
Distribution Date during the VBC Controlled Amortization Period
or the Early
Amortization Period shall be equal to the VBC Principal
Collections (including
Investor Finance Charge Collections reallocated as VBC Principal
Collections)
on deposit in the Collection Account on such Distribution Date;
provided,
however, that the amount of VBC Monthly Principal distributable
to the Holder
of the Variable Base Certificate on any Distribution Date during
the VBC
Controlled Amortization Period or Early Amortization Period, as
the case may,
shall in no event exceed the VBC Invested Amount in effect on the
Business Day
preceding such Distribution Date.
SECTION 4.04. Series Accounts. (a) The Servicer, for
the
benefit of the Certificateholders, shall establish and maintain
in the name of
the Trustee, on behalf of the Trust, (i) an Eligible Deposit
Account (the
"Capitalized Interest Account"), which shall be identified as the
"Capitalized
Account for Gottschalks Credit Card Master Trust, Series 1994-1",
(ii) an
Eligible Deposit Account (the "Retained Amount Account"), which
shall be
identified as the "Retained Amount Account for Gottschalks Credit
Card Master
Trust, Series 1994-1", (iii) an Eligible Deposit Account (the
"Prepayment
Account"), which shall be identified as the "Prepayment Account
for
Gottschalks Credit Card Master Trust, Series 1994-1", (iv) an
Eligible Deposit
Account (the "Spread Account"), which shall be identified as the
"Spread
Account for Gottschalks Credit Card Master Trust, Series 1994-1",
and (v) an
Eligible Deposit Account (the "Successor Servicer Account"),
which shall be
identified as the "Successor Servicer Account for Gottschalks
Credit Card
Master Trust, Series 1994-1". Each of the Capitalized Interest
Account, the
Retained Amount Account, the Prepayment Account and the Spread
Account shall
bear a designation clearly indicating that the funds deposited
therein are
held for the benefit of the Certificateholders. The Successor
Servicer
Account shall be held for the exclusive benefit of potential
Successor
Servicers. The Capitalized Interest Account, the Retained Amount
Account, the
Prepayment Account, the Spread Account and the Successor Servicer
Account are
referred to herein individually as a "Series Account" and
collectively as
"Series Accounts."
(b) At the written direction of the Servicer, funds on
deposit
in any Series Account shall be invested by the Trustee in
Eligible Investments
selected by the Servicer that will mature no later than the date
on which such
funds are expected to be withdrawn from such Series Account. All
such
Eligible Investments shall be held by the Trustee for the benefit
of the
Certificateholders. All interest and other investment earnings
(net of losses
and investment expenses) of funds on deposit in the Series
Accounts shall be
deposited in the Collection Account as Finance Charge
Collections.
(c) The Capitalized Interest Account shall be
maintained until
all amounts on deposit therein have been applied in accordance
with Section
4.05 hereof. The Retained Amount Account shall be maintained
until all
amounts on deposit therein have been applied in accordance with
Section
4.06(g) or (h) hereof. The Prepayment Account shall be
maintained until all
amounts on deposit therein have been applied in accordance with
Section
4.07(a) hereof. The Spread Account shall be maintained until all
amounts on
deposit therein have been applied in accordance with Section
4.07(d) hereof.
The Successor Servicer Account shall be maintained until all
amounts on
deposit therein have been applied in accordance with Section
4.07(e) hereof.
(d) The Trustee shall 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 Series Accounts and in all proceeds thereof.
Each Series
Account shall be under the sole dominion and control of the
Trustee for the
benefit of the Certificateholders. If, at any time, any Series
Account ceases
to be an Eligible Deposit Account the Servicer shall within ten
(10) Business
Days (or such longer period, not to exceed thirty (30) calendar
days, as to
which each Rating Agency may consent) instruct the Trustee to
establish a new
Series Account meeting the conditions specified in subsection (a)
above as an
Eligible Deposit Account and shall transfer any cash and/or any
investments to
such new Series 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, any Series Account, except as
expressly provided
herein. Schedule 1 hereto, which is hereby incorporated into and
made part of
this Series Supplement, identifies the Series Accounts by setting
forth for
each such account 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 Series Account is established
pursuant to
this Section 4.04, the Servicer shall provide to the Trustee an
amended
Schedule 1, setting forth the relevant information for such
substitute Series
Account.
(e) The Servicer shall maintain a ledger for the
Retained Amount
Account and shall record in such ledger the FBC Component, the
VBC Component,
the Subordinated Component (FBC) and the Subordinated Component
(VBC) of each
deposit made by the Trustee to, and each withdrawal by the
Trustee from, the
Retained Amount Account. The Servicer shall also maintain a
ledger for the
Spread Account and shall record in such ledger the FBC Component
and the VBC
Component for each deposit made by the Trustee to, and withdrawal
by the
Trustee from, the Spread Account.
(f) 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, to instruct the Trustee to make withdrawals and payments
from the
Series Accounts for the purposes of carrying out the Servicer's
or the
Trustee's duties hereunder.
SECTION 4.05. Capitalized Interest Account. On the
Closing Date,
the Trustee shall deposit in the Capitalized Interest Account
from the
proceeds of the sale of the Fixed Base Certificates an amount
equal to the FBC
Monthly Interest that will have accrued and be due and payable to
the Holders
of the Fixed Base Certificates on the first Distribution Date.
On the first
Distribution Date, the Servicer shall cause the Trustee to
withdraw from the
Capitalized Interest Account for distribution to the Holders of
the Fixed Base
Certificates an amount equal to the FBC Monthly Interest that is
due and
payable on such Distribution Date.
SECTION 4.06. Retained Amount Account. The Servicer
shall cause
the Trustee to deposit amounts in, and withdraw amounts from, the
Retained
Amount Account as follows:
(a) If, at the close of business of the Servicer on any
Business
Day prior to the commencement of the Early Amortization
Period, the
Required Series Pool Balance at such time exceeds the sum of
(i) the
Series Pool Balance at such time, (ii) the balance of the
Retained
Amount Account at such time and (iii) the balance of the
Prepayment
Account at such time, the Servicer shall cause the Trustee to
withdraw
from the Collection Account in accordance with Section
4.01(d) and
deposit in the Retained Amount Account on such day an amount
equal to
the lesser of (x) such excess and (y) if such day falls
within both (1)
the FBC Revolving Period and the VBC Revolving Period, an
amount equal
to the sum of the maximum amounts available on such day
pursuant to
Sections 4.01(d)(i)(A)(2), 4.01(d)(ii)(A)(2),
4.01(d)(iii)(A)(4) and
4.01(d)(iv)(A)(4) hereof; (2) the FBC Revolving Period and
the VBC
Controlled Amortization Period, an amount equal to the sum of
the
maximum amounts available on such day pursuant to Sections
4.01(d)(i)(A)(2), 4.01(d)(ii)(B)(3), 4.01(d)(iii)(A)(4) and
4.01(d)(iv)(A)(4) hereof; or (3) the FBC Controlled
Amortization Period
and the VBC Controlled Amortization Period, an amount equal
to the sum
of the maximum amounts available on such day pursuant to
Sections
4.01(d)(i)(B)(3), 4.01(d)(ii)(B)(3), 4.01(d)(iii)(B)(4) and
4.01(d)(iv)(B)(4) hereof.
(b) If, at the close of business of the Servicer on any
Business
Day prior to the commencement of the Early Amortization
Period, the
balance of the Retained Amount Account is greater than zero,
and the sum
of (i) the Series Pool Balance at such time, (ii) the balance
of the
Retained Amount Account at such time and (iii) the balance of
the
Prepayment Account at such time, exceeds the Required Series
Pool
Balance, the Servicer shall cause the Trustee to withdraw
from the
Retained Amount Account for distribution to the Depositor on
such day an
amount equal to the lesser of (x) the amount of such
difference and (y)
the balance of the Retained Amount Account. Any such
withdrawal shall,
to the greatest extent possible, reduce (1) the FBC Component
and the
VBC Component of the Retained Amount Account by the product
of the FBC
Allocation Percentage or the VBC Allocation Percentage, as
the case may
be, and the amount of such withdrawal, (2) the Subordinated
Component
(FBC) of the Retained Amount Account by the product of the
Subordinated
Allocation Percentage, the FBC Investor Percentage and the
amount of
such withdrawal, and (3) the Subordinated Component (VBC) of
the
Retained Amount Account by the product of the Subordinated
Allocation
Percentage, the VBC Investor Percentage and the amount of
such
withdrawal.
(c) If, at the close of business of the Servicer on any
Determination Date during the FBC Controlled Amortization
Period, (i)
the balance of the Retained Amount Account is greater than
zero (after
first giving effect to any deposit to, or withdrawal from,
the Retained
Amount Account described in subsections (a) and (b) of this
Section
4.06) and (ii) the Servicer has determined on such
Determination Date
that the difference between the FBC Controlled Amortization
Amount and
the amount of FBC Principal Collections on deposit in the
Collection
Account on such Determination Date is greater than zero, the
Servicer
shall cause the Trustee to withdraw from the FBC Component of
the
Retained Amount Account for deposit in the Collection Account
as FBC
Principal Collections an amount equal to the lesser of (x)
the amount of
such difference and (y) the balance of the FBC Component of
the Retained
Amount Account.
(d) If, at the close of business of the Servicer on any
Determination Date during the VBC Controlled Amortization
Period, (i)
the balance of the Retained Amount Account is greater than
zero (after
first giving effect to any deposit to, or withdrawal from,
the Retained
Amount Account described in subsections (a) and (b) of this
Section
4.06) and (ii) the Servicer has determined on such
Determination Date
that the difference between the VBC Controlled Distribution
Amount and
the amount of VBC Principal Collections on deposit in the
Collection
Account on such Determination Date is greater than zero, the
Servicer
shall cause the Trustee to withdraw from the VBC Component of
the
Retained Amount Account for deposit in the Collection Account
as VBC
Principal Collections an amount equal to the lesser of (x)
the amount of
such difference and (y) the balance of the VBC Component of
the Retained
Amount Account.
(e) If, at the close of business of the Servicer on any
Determination Date prior to the commencement of the Early
Amortization
Period, (i) the balance of the Retained Amount Account is
greater than
zero (after first giving effect to any deposit to, or
withdrawals from,
the Retained Amount Account described in subsections (a), (b)
and (c) of
this Section 4.06) and (ii) the Servicer has determined on
such
Determination Date that (A) a FBC Investor Charge-Off will be
required
to be made on the Related Distribution Date, and/or (B) one
or more FBC
Investor Charge-Offs made on one or more prior Distribution
Dates has
not been reimbursed, the Servicer shall cause the Trustee to
withdraw
from such account for deposit in the Collection Account as
FBC Principal
Collections the following amounts (the first priority to be
satisfied
before progressing to the second priority):
(x) first, an amount equal to the lesser of (1)
the sum of
the amount of such FBC Investor Charge-Off to be made
and/or
unreimbursed FBC Investor Charge-Offs and (2) an amount
equal to
the balance of the Subordinated Component (FBC) of the
Retained
Amount Account; and
(y) second, an amount equal to the lesser of (1)
the
amount, if greater than zero, by which the sum of the
amount of
such FBC Investor Charge-Off to be made and/or
unreimbursed FBC
Investor Charge-Offs exceeds the amount of the
withdrawal, if any,
provided for in paragraph (x) immediately above, and (2)
an amount
equal to the balance of the FBC Component of the
Retained Amount
Account.
(f) If, at the close of business of the Servicer on any
Determination Date prior to the commencement of the Early
Amortization
Period, (i) the balance of the Retained Amount Account is
greater than
zero (after first giving effect to any deposit to, or
withdrawal from,
the Retained Amount Account described in subsections (a), (b)
and (d) of
this Section 4.06) and (ii) the Servicer has determined on
such
Determination Date that (A) a VBC Investor Charge-Off will be
required
to be made on the Related Distribution Date, and/or (B) one
or more VBC
Investor Charge-Offs made on one or more prior Distribution
Dates has
not been reimbursed, the Servicer shall cause the Trustee to
withdraw
from such account for deposit in the Collection Account as
VBC Principal
Collections the following amounts (the first priority to be
satisfied
before progressing to the second priority):
(x) first, an amount equal to the lesser of (1)
the sum of
the amount of such VBC Investor Charge-Off to be made
and/or
unreimbursed VBC Investor Charge-Offs and (2) an amount
equal to
the balance of the Subordinated Component (VBC) of the
Retained
Amount Account; and
(y) second, an amount equal to the lesser of (1)
the
amount, if greater than zero, by which the sum of the
amount of
such VBC Investor Charge-Off to be made and/or
unreimbursed VBC
Investor Charge-Offs exceeds the amount of the
withdrawal, if any,
provided for in paragraph (x) immediately above, and (2)
an amount
equal to the balance of the VBC Component of the
Retained Amount
Account.
(g) If, at the close of business of the Servicer on the
first
Determination Date during the Early Amortization Period, the
balance of
the Retained Amount Account is greater than zero, the
Servicer shall
cause the Trustee to withdraw from the Retained Amount
Account for
deposit in the Collection Account (i) as FBC Principal
Collections, the
balance of the FBC Component of the Retained Amount Account;
and (ii) as
VBC Principal Collections, the balance of the VBC Component
of the
Retained Amount Account. The balance, if any, of the
Subordinated
Component (FBC) of the Retained Amount Account at the
commencement of
the Early Amortization Period will be retained in the
Retained Amount
Account and shall be applied to the extent necessary, to
avoid FBC
Investor Charge-Offs or to reimburse unreimbursed FBC
Investor Charge-
Offs. The balance, if any, of the Subordinated Component
(VBC) of the
Retained Amount Account at the commencement of the Early
Amortization
Period will be retained in the Retained Amount Account and
shall be
applied to the extent necessary, to avoid VBC Investor
Charge-Offs or to
reimburse unreimbursed VBC Investor Charge-Offs.
(h) At the close of business of the Servicer on the
earlier of
(i) the Series Termination Date and (ii) the date on which
the Invested
Amount has been reduced to zero, the balance, if any,
remaining in the
Retained Amount Account shall be withdrawn and transferred to
the
Depositor for application in accordance with the Receivables
Purchase
Agreement.
SECTION 4.07. Prepayment Account; Spread Account;
Successor
Servicer Account. (a) Amounts deposited in the Prepayment
Account in
accordance with Section 4.01(d)(ii)(A)(3) pursuant to a
Prepayment Notice
hereof shall be withdrawn on the Prepayment Date set forth in
such Prepayment
Notice and distributed to the Holder of the Variable Base
Certificate as a
prepayment of the VBC Invested Amount.
(b) If on any Determination Date the Servicer
determines that a
FBC Deficiency Amount exists, the Servicer shall cause the
Trustee to withdraw
from the FBC Component of the Spread Account and deposit in the
Collection
Account an amount equal to the lesser of (i) the amount of such
FBC Deficiency
Amount and (ii) the balance of the FBC Component of the Spread
Account.
Amounts so deposited in the Collection Account shall be set aside
therein to
cure (in whole or part) the amount of any such FBC Deficiency
Amount. In the
event that a withdrawal is made from the FBC Component of the
Spread Account
on any Determination Date and the amount of such withdrawal is
less than the
FBC Deficiency Amount calculated on such Determination Date, then
the amount
withdrawn shall be applied in the following priority, first,
against the
amounts described in Section 4.08(a)(i)(A), second, against the
amounts
described in Section 4.08(a)(i)(B), third, against the amounts
described in
Section 4.08(a)(i)(C), and fourth, against the amounts described
in Section
4.08(a)(i)(D).
(c) If on any Determination Date the Servicer
determines that a
VBC Deficiency Amount exists, the Servicer shall cause the
Trustee to withdraw
from the VBC Component of the Spread Account and deposit in the
Collection
Account an amount equal to the lesser of (i) the amount of such
VBC Deficiency
Amount and (ii) the balance of the VBC Component of the Spread
Account.
Amounts so deposited in the Collection Account shall be set aside
therein to
cure (in whole or part) the amount of any such VBC Deficiency
Amount. In the
event that a withdrawal is made from the VBC Component of the
Spread Account
on any Determination Date and the amount of such withdrawal is
less than the
VBC Deficiency Amount calculated on such Determination Date, then
the amount
withdrawn shall be applied in the following priority, first,
against the
amounts described in Section 4.08(b)(i)(A), second, against the
amounts
described in Section 4.08(b)(i)(B), third, against the amounts
described in
Section 4.08(b)(i)(C), fourth, against the amounts described in
Section
4.08(b)(i)(D), fifth, against the amounts described in Section
4.08(b)(i)(E),
and sixth, against the amounts described in Section
4.08(b)(i)(F).
(d) At the close of business of the Servicer on the
earlier of
(i) the Series Termination Date and (ii) the date on which the
Invested Amount
has been reduced to zero, the balance, if any, remaining in the
Spread Account
shall be withdrawn and transferred to the Depositor.
(e) Prior to the distribution in any Collection Period
of any
Investor Finance Charge Collections or Investor Principal
Collections from the
Collection Account to the Depositor pursuant to Sections
4.01(c)(ix),
4.01(d)(i)(A)(3), 4.01(d)(ii)(A)(4), 4.01(d)(iii)(A)(5),
4.01(d)(iv)(A)(5),
4.01(d)(i)(B)(4), 4.01(d)(ii)(B)(4), 4.01(d)(iii)(B)(5),
4.01(d)(iv)(B)(5),
4.01(d)(i)(C)(2), 4.01(d)(ii)(C)(2), 4.01(d)(iii)(C)(3),
4.01(d)(iv)(C)(3),
the Trustee shall withdraw from the Collection Account and
deposit in the
Successor Servicer Account an amount of $35,000 for such
Collection Period
until such time as $200,000 is on deposit in the Successor
Servicer Account
and, thereafter, the obligation to fund the Successor Servicer
Account shall
cease. Amounts on deposit in the Successor Servicer Account may
be withdrawn
only to pay costs associated with the replacement of Gottschalks
as Servicer.
If a Successor Servicer is appointed to replace Gottschalks as
Servicer, the
Trustee shall, upon receipt of written requisitions from such
Successor
Servicer, withdraw from the Successor Servicer Account within the
three (3)
month period following such appointment amounts as and when
needed to
reimburse such Successor Servicer for documented costs incurred
in connection
with the appointment of such Successor Servicer and the
performance of its
duties under the Agreement. Any amount on deposit in the
Successor Servicer
Account on the three month anniversary of such appointment shall
be
distributed to the Depositor. If Gottschalks is not replaced as
Servicer, on
the earlier of (i) the date on which the Invested Amount is zero,
or (ii) the
Series Termination Date, all amounts on deposit in the Successor
Servicer
Account shall be distributed to the Depositor. Notwithstanding
the foregoing
provisions of this Section 4.07(e), no such withdrawals and
deposits shall be
made if the Depositor provides the Trustee by April 11, 1994
with, or causes
the Trustee to be provided by April 11, 1994 with, and at all
times thereafter
shall maintain, an irrevocable direct pay letter of credit with a
face amount
equal to the difference between $200,000 and the amount on
deposit in the
Successor Servicer Account, which letter of credit shall be in a
form
reasonably acceptable to the Trustee, issued by an Eligible
Institution, and
which permits the Trustee to draw thereunder upon the replacement
of
Gottschalks as Servicer under the Agreement.
SECTION 4.08. Deficiency Amount. (a) FBC Deficiency
Amount. On
each Determination Date, the Servicer shall determine the amount
(the "FBC
Deficiency Amount"), if any, by which (i) the sum of (A) a pro
rata portion
(based on the FBC Investor Percentage) of the Monthly Senior
Servicing Fee for
the Related Distribution Date, (B) the FBC Monthly Interest for
the Related
Interest Period, (C) all FBC Carryover Interest for the Related
Interest
Period, and (D) the FBC Investor Default Amount, if any, for such
Distribution
Date, exceeds (ii) the sum of (A) the Investor Finance Charge
Collections
allocated to the Fixed Base Certificates during the Related
Collection Period
pursuant to Section 4.01(c)(ii), (B) a pro rata portion (based on
the FBC
Allocation Percentage) of the Investor Finance Charge Collections
retained in
the Collection Account pursuant to Section 4.01(c)(i) during the
Related
Collection Period, (C) a pro rata portion (based on the FBC
Allocation
Percentage) of the Investor Investment Proceeds on deposit in the
Collection
Account on such Determination Date, (D) a pro rata portion (based
on the FBC
Investor Percentage) of the balance of the Spread Account as of
such
Determination Date, (E) the FBC Component of the balance the
Retained Amount
Account as of such Determination Date, and (F) a pro rata portion
(based on
the FBC Investor Percentage) of the Collections allocated to the
Senior
Investor Default Holdback Amount for the Related Collection
Period. In the
event the FBC Deficiency Amount for such Distribution Date is
greater than
zero, the Servicer shall give the Trustee written notice thereof
on the date
of computation.
(b) VBC Deficiency Amount. On each Determination Date,
the
Servicer shall determine the amount (the "VBC Deficiency
Amount"), if any, by
which (i) the sum of (A) a pro rata portion (based on the VBC
Investor
Percentage) of the Monthly Senior Servicing Fee for the Related
Distribution
Date, (B) the VBC Monthly Interest for the Related Interest
Period, (C) all
VBC Carryover Interest for the Related Interest Period, (D) the
VBC Unutilized
Commitment Fee for the related Distribution Date, (E) the VBC
Carryover
Unutilized Commitment Fee for the related Distribution Date, (F)
the VBC
Investor Default Amount, if any, for such Distribution Date,
exceeds (ii) the
sum of (A) the Investor Finance Charge Collections allocated to
the Variable
Base Certificate during the Related Collection Period pursuant to
Section
4.01(c)(ii), (B) a pro rata portion (based on the VBC Allocation
Percentage)
of the Investor Finance Charge Collections retained in the
Collection Account
pursuant to Section 4.01(c)(i) during the Related Collection
Period, (C) a pro
rata portion (based on the VBC Allocation Percentage) of the
Investor
Investment Proceeds on deposit in the Collection Account on such
Determination
Date, (D) a pro rata portion (based on the VBC Investor
Percentage) of the
balance of the Spread Account as of such Determination Date, (E)
the VBC
Component of the balance the Retained Amount Account as of such
Determination
Date, and (F) a pro rata portion (based on the VBC Investor
Percentage) of the
Collections allocated to the Senior Investor Default Holdback
Amount for the
Related Collection Period. In the event the VBC Deficiency
Amount for such
Distribution Date is greater than zero, the Servicer shall give
the Trustee
written notice thereof on the date of computation.
SECTION 4.09. Investor Charge-Offs. (a) FBC Investor
Charge-
Offs. If on a Distribution Date (i) the FBC Deficiency Amount
(after giving
effect to any deposits to the Collection Account made in
accordance with
Sections 4.06(e) and 4.07(b) hereof) for such Distribution Date
exceeds the
amount, if any, by which (A) the FBC Investor Default Amount for
the Related
Collection Period exceeds (B) the product of (x) the Senior
Investor Default
Holdback Amount for the Related Collection Period and (y) the FBC
Investor
Percentage for the Related Collection Period, then, the
Subordinated Invested
Amount (FBC Component) shall be reduced by the amount of such
excess (a
"Subordinated Reduction (FBC)"), but by no more than the FBC
Investor Default
Amount for such Distribution Date. In the event that a
Subordinated Reduction
(FBC) would cause the Subordinated Invested Amount (FBC
Component) to be a
negative number, the Subordinated Invested Amount (FBC Component)
shall
instead be reduced to zero, and the FBC Invested Amount shall be
reduced by
the amount which the Subordinated Invested Amount (FBC Component)
would have
been reduced below zero, but by not more than the FBC Investor
Default Amount
for such Distribution Date (such reduction to the FBC Invested
Amount, a "FBC
Investor Charge-Off"). FBC Investor Charge-Offs shall be
reimbursed and the
FBC Invested Amount shall thereafter be increased (but not by an
amount in
excess of the aggregate FBC Investor Charge-Offs) on any
Distribution Date by
the amount of Investor Finance Charge Collections reallocated as
FBC Principal
Collections for that purpose pursuant to Section 4.01(c)(v), as
well as from
withdrawals from the Retained Amount Account and from
Subordinated Principal
(FBC Component) Collections retained in the Collection Account
pursuant to
Section 4.01(d)(iii)(A)(2) and 4.01(d)(iii)(B)(2) hereof.
(b) VBC Investor Charge-Offs. If on a Distribution
Date (i) the
VBC Deficiency Amount (after giving effect to any deposits to the
Collection
Account made in accordance with Sections 4.06(f) and 4.07(c)
hereof) for such
Distribution Date exceeds the amount, if any, by which (A) the
VBC Investor
Default Amount for the Related Collection Period exceeds (B) the
product of
(x) the Senior Investor Default Holdback Amount for the Related
Collection
Period and (y) the VBC Investor Percentage for the Related
Collection Period,
then, the Subordinated Invested Amount (VBC Component) shall be
reduced by the
amount of such excess (a "Subordinated Reduction (VBC)"), but by
no more than
the VBC Investor Default Amount for such Distribution Date. In
the event that
a Subordinated Reduction (VBC) would cause the Subordinated
Invested Amount
(VBC Component) to be a negative number, the Subordinated
Invested Amount (VBC
Component) shall instead be reduced to zero, and the VBC Invested
Amount shall
be reduced by the amount which the Subordinated Invested Amount
(VBC
Component) would have been reduced below zero, but by not more
than the VBC
Investor Default Amount for such Distribution Date (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 thereafter be
increased (but
not by an amount in excess of the aggregate VBC Investor
Charge-Offs) on any
Distribution Date by the amount of Investor Finance Charge
Collections
reallocated as VBC Principal Collections for that purpose
pursuant to Section
4.01(c)(v), as well as from withdrawals from the Retained Amount
Account and
from Subordinated Principal Collections (VBC Component) retained
in the
Collection Account pursuant to Section 4.01(d)(iv)(A)(2) and
4.01(d)(iv)(B)(2)
hereof.
(c) Subordinated Investor (FBC) Charge-Offs.
Subordinated
Reductions (FBC) and amounts withdrawn from Subordinated
Principal (FBC
Component) Collections pursuant to Section 4.01(d)(iii)(A)(2) and
4.01(d)(iii)(B)(2) are collectively referred to herein as
"Subordinated
Investor (FBC) Charge-Offs." Subordinated Investor (FBC)
Charge-Offs will
result in a reduction in the Subordinated Invested Amount (FBC
Component).
Subordinated Investor (FBC) Charge-Offs shall be reimbursed and
the
Subordinated Invested Amount (FBC Component) increased (but not
by an amount
in excess of the aggregate amount of Subordinated Investor (FBC)
Charge-Offs)
to the extent that Investor Finance Charge Collections are
reallocated as
Subordinated Principal (FBC Component) Collections pursuant to
Section
4.01(c)(vii)(A) and 4.01(e)(iv)(A) hereof.
(d) Subordinated Investor (VBC) Charge-Offs.
Subordinated
Reductions (VBC) and amounts withdrawn from Subordinated
Principal (VBC
Component) Collections pursuant to Section 4.01(d)(iv)(A)(2) and
4.01(d)(iv)(B)(2) are collectively referred to herein as
"Subordinated
Investor (VBC) Charge-Offs." Subordinated Investor (VBC)
Charge-Offs will
result in a reduction in the Subordinated Invested Amount (VBC
Component).
Subordinated Investor (VBC) Charge-Offs shall be reimbursed and
the
Subordinated Invested Amount (VBC Component) increased (but not
by an amount
in excess of the aggregate amount of Subordinated Investor (VBC)
Charge-Offs)
to the extent that Investor Finance Charge Collections are
reallocated as
Subordinated Principal (VBC Component) Collections pursuant to
Section
4.01(c)(vii)(B) and 4.01(e)(iv)(B) hereof.
ARTICLE V
Distributions and Reports to
Certificateholders
SECTION 5.01. Distributions. (a) On each Distribution
Date,
the Trustee shall distribute to the Certificateholders of record
on the
preceding Record Date (other than as provided in Section 12.02 of
the
Agreement respecting a final distribution) such
Certificateholder's pro rata
share of the amounts required to be distributed pursuant to
Article IV hereof.
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 5.02. Reports and Statements to
Certificateholders.
(a) On each Determination Date, the Servicer will provide the
Trustee with a
completed statement, substantially in the form of Exhibit B
hereto, and on
each Distribution Date, the Trustee shall forward to each
Certificateholders
such statement.
(b) The Trustee shall maintain at its Corporate Trust
Office a
copy of each statement received by it pursuant to subsection (a)
of this
Section 5.02. The Trustee shall make such statements available
for inspection
by Certificateholders upon reasonable notice at its Corporate
Trust Office.
(c) On or before January 31 of each calendar year,
beginning
with calendar year 1995, the Trustee shall furnish or cause to be
furnished to
each Person who at any time during the preceding calendar year
was a
Certificateholder, a statement prepared by the Servicer
containing the
information required to be contained in the monthly statements to
Certificateholders described in subsection (a) of this Section
5.02, as the
case may be, aggregated for such calendar year or the applicable
portion
thereof during which such Person was a Certificateholder,
together with such
other information as is required to be provided by an issuer of
indebtedness
under the Internal Revenue Code and such other customary
information as the
Trustee or the Servicer deems necessary to enable the
Certificateholders to
prepare their tax returns. Such obligation of the Trustee shall
be deemed to
have been satisfied to the extent that substantially comparable
information
shall be provided by the Trustee pursuant to any requirements of
the Internal
Revenue Code as from time to time in effect.
(d) 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 Fixed Base Certificates a
copy of each
notice, statement or other document received or generated by it
in connection
with this Series Supplement and/or 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 Certificates
SECTION 6.01. The Fixed Base Certificates. The Fixed
Base
Certificates will be issued in registered form, substantially in
the form of
Exhibit A-1, and shall upon issue, be executed and delivered by
the Depositor
to the Trustee for authentication (the "Fixed Base
Certificates"). The
Trustee shall, upon the written request of the Depositor,
authenticate and
deliver the Fixed Rate Certificates to the Person or Persons
designated in
such notice against receipt of the purchase price therefor as
provided in the
Agreement. The requirements of Section 6.04(e)(ii) of the
Agreement shall not
apply, and shall be deemed waived, in connection with the initial
purchase of
the Fixed Base Certificates.
SECTION 6.02. The Variable Base Certificate. (a) The
Variable
Base Certificate will be issued in registered form, substantially
in the form
of Exhibit A-2, and shall upon issue, be executed by the
Depositor and
delivered to the Trustee for authentication (the "Variable Base
Certificate").
The Trustee shall, upon the written request of the Depositor,
authenticate and
deliver the Variable Base Certificate to the Person designated in
such notice
against receipt of the purchase price therefor as provided in the
Agreement.
(b) The Variable Base Certificateholder shall agree, by
its
acceptance of the Variable Base Certificate, that the Depositor
may, upon at
least three London Business Days' prior written notice to the
Variable
Base Certificateholder and the Trustee, request the Variable Base
Certificateholder to acquire, and the Variable Base
Certificateholder shall
acquire, on any Distribution Date during the VBC Revolving
Period, undivided
interests in the Trust (such interests, the "Additional Invested
Amounts");
provided, however, that the Variable Base Certificateholder shall
not be
required to acquire any Additional Invested Amount (i) that is in
a minimum
amount of less than $500,000 or any $100,000 integral multiple in
excess
thereof); (ii) if the acquisition thereof would cause the VBC
Invested Amount
on such Distribution Date to exceed the Maximum Available VBC
Invested Amount
on such date and (iii) if on the acquisition date any amount is
on deposit in
the Prepayment Account.
(c) If the Variable Base Certificateholder acquires any
Additional Invested Amount, then in consideration of the receipt
by the
Trustee of such Certificateholder's payment for such Additional
Invested
Amount, the Servicer shall appropriately note in its succeeding
daily and
monthly servicing reports such Additional Invested Amount (and
the
corresponding increase in the VBC Invested Amount as a result of
such
acquisition) and shall direct the Trustee to pay to the Depositor
the purchase
price received by the Trustee for such Additional Invested
Amounts (which
shall be equal to the amount of such Additional Invested
Amounts).
(d) The Variable Base Certificateholder shall, and is
hereby
authorized to, record on the grid attached to its Variable Base
Certificate
(or at such Certificateholder's option, in its internal books and
records) the
date and amount of any Additional Invested Amount purchased by
it, and each
repayment thereof; provided that failure to make any such
recordation on such
grid or any error in such grid shall not adversely affect such
Certificateholder's rights with respect to the VBC Invested
Amount and its
right to receive principal and interest payments in respect of
the VBC
Invested Amount.
(e) Notwithstanding anything to the contrary contained
in this
Series Supplement, no VBC Unutilized Commitment Fee shall
commence accruing
until such time as the Trustee has authenticated and delivered
the Variable
Base Certificate to the order of the Depositor.
(f) The Depositor and the Variable Base
Certificateholder may
elect to extend the last day of the VBC Revolving Period from the
last day of
the Collection Period ending on October 31, 1996 to the last day
of the
Collection Period ending on August 31, 1998 by delivering to the
Trustee, the
Servicer and each Rating Agency then rating the Investor
Certificates, no
later than the Distribution Date occurring in July, 1996, a
Notice or Notices
to such effect.
SECTION 6.03. Transfer Restrictions. The Trustee shall
not
authenticate and deliver to any Person any Variable Base
Certificate unless it
contains a legend in substantially the following form:
"THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE
HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE
STATE
SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
PLEDGED
OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR
EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER
APPLICABLE SECURITIES LAW.
THE HOLDER OF THIS CERTIFICATE AGREES FOR THE BENEFIT OF
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION THAT NO RESALE OR
OTHER
TRANSFER OF THIS CERTIFICATE MAY BE MADE WITHOUT THE PRIOR
WRITTEN
CONSENT OF GOTTSCHALKS CREDIT RECEIVABLES CORPORATION. IN
ADDITION TO THE FOREGOING RESTRICTION, NO RESALE OR OTHER
TRANSFER
OF THIS CERTIFICATE MAY BE MADE EXCEPT (1) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(2) IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE SKY"
LAWS,
OR (3) TO GOTTSCHALKS CREDIT RECEIVABLES CORPORATION."
In addition to transfer restrictions contained in the Agreement,
the Trustee
shall not be required to give effect to any transfer of the Fixed
Base
Certificates or the Variable Base Certificate until such time as
the proposed
transferee thereof delivers to the Trustee an investment
representation letter
substantially in the form of Exhibit C attached hereto.
SECTION 6.04. Prepayment of the VBC Invested Amount.
The
Depositor may elect to prepay the VBC Invested Amount in whole,
or in part in
a minimum amount of not less than $500,000 or any $100,000
integral multiple
in excess thereof, on any Distribution Date during the VBC
Revolving Period.
If the Depositor makes such an election, it shall give the Holder
of the
Variable Base Certificate, the Servicer and the Trustee written
notice
thereof. Such notice (a "Prepayment Notice") shall (a) be given
to the Holder
of the Variable Base Certificate, the Servicer and the Trustee no
later than
three London Business Days prior to a Distribution Date, (b)
specify the
amount to be prepaid (the "Prepayment Amount"), (c) specify the
Distribution
Date on which such prepayment is expected to occur (a "Prepayment
Date"),
which Prepayment Date shall be no earlier than the second
Distribution Date
following the date on which such Prepayment Notice is received by
the Holder
of the Variable Base Certificate, the Servicer and the Trustee,
and (d)
specify the monthly amount expected to be transferred from the
Collection
Account to the Prepayment Account in the event that the
Prepayment Date is a
Distribution Date later than the second Distribution Date
following the date
on which such Prepayment Notice is received by the Holder of the
Variable Base
Certificate, the Servicer and the Trustee.
SECTION 6.05. The Subordinated Certificate. The
Subordinated
Certificate will be issued in registered form, substantially in
the form of
Exhibit A-3, and shall upon issue, be executed and delivered by
the Depositor
to the Trustee for authentication (the "Subordinated
Certificate"). The
Trustee shall authenticate and deliver the Subordinated
Certificate to the
Depositor simultaneously with its delivery of the Fixed Base
Certificates.
The Subordinated Certificate shall not be transferable.
ARTICLE VII
Early Amortization Events
SECTION 7.01. Additional Early Amortization Events. If
any
one or more of the following events shall occur:
(a) 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, on or before the
date occurring
two Business Days after the date such payment or deposit is
required to
be made herein 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 Certificateholders and
which
continues unremedied for a period of 30 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 Holders of Certificates representing more
than 50% of
the Invested Amount, and continues to affect materially and
adversely
the interests of the Certificateholders for such period; or
(b) 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 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 30 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
Holders of Certificates representing more than 50% of the
Invested
Amount, and (ii) as a result of which the interests of the
Certificateholders 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 subsection
7.01(b)
shall not be deemed to have occurred hereunder if the
Depositor has
accepted reassignment of or repurchased the related
Receivable, or all
of such Receivables, if applicable, during such period in
accordance
with the provisions of the Agreement; or
(c) a Servicer Default occurs; or
(d) Gottschalks Inc. is replaced as the Servicer; or
(e) for three consecutive Collection Periods one and
one-half
percent (1.5%) or more of the aggregate balance of all
Eligible
Receivables are more than 90 days past due; or
(f) the average of the Portfolio Yield for any three
consecutive
Collection Periods is reduced to a rate which is less than
the Base
Rate; or
(g) for 60 consecutive days, the balance in the
Retained Amount
Account shall exceed $2,500,000; or
(h) the failure to pay the Invested Amount by the
Expected Final
Payment Date; or the failure to pay the FBC Controlled
Distribution
Amount on any Distribution Date during the FBC Controlled
Amortization
Period; or the VBC Controlled Distribution Amount on any
Distribution
Date during the VBC Controlled Amortization Period; or
(i) the Subordinated Invested Amount (FBC Component)
shall be
reduced to zero on a date on which the FBC Invested Amount is
greater
than zero; or the Subordinated Invested Amount (VBC
Component) shall be
reduced to zero on a date on which the VBC Invested Amount is
greater
than zero; or
(j) the Defaulted Amount (net of Recoveries) as a
percentage of
the average Receivables outstanding, on an annualized basis,
exceeds
seven percent (7%), for a period of three consecutive
Collection
Periods; or
(k) an Early Amortization Period for any other Series
shall
commence;
(l) the average of the monthly payment rate (i.e., for
any
Collection Period, a fraction, the numerator of which is the
Investor
Principal Collections received during such Collection Period,
and the
denominator of which is the Required Series Pool Balance in
effect for
such Collection Period) for any three consecutive Collection
Periods
shall be less than 10%;
(m) the failure by Gottschalks Inc. at any time to have
available one or more working capital credit facilities with
an
aggregate commitment of at least $20,000,000 provided by one
or more
commercial banks or other lending institutions; or
(n) Gottschalks Inc. shall have defaulted in the
payment of
indebtedness for borrowed money in excess of $500,000 beyond
the period
of grace provided for in the agreement or instrument under
which such
indebtedness was created or incurred, such indebtedness shall
have been
declared due and payable, such declaration shall not have
been
rescinded, revoked or stayed and such declaration shall have
remained in
effect for at least 30 days; or Gottschalks Inc. shall have
defaulted on
one or more store leases, and the net liquidated damages or
other net
actual losses thereon shall have exceeded $2,000,000 in the
aggregate
for any 12 month period.
then, in the case of any event described in subsections (a) or
(b) of this
Section 7.01, after the applicable grace period, if any, set
forth in such
subsections, either the Trustee or the Holders of Certificates
representing
more than 50% of the Invested Amount by notice then given in
writing to the
Depositor and the Servicer (and to the Trustee if given by
Certificateholders)
may declare than an early amortization event (an "Early
Amortization Event")
has occurred as of the date of such notice, and, in the case of
any event
described in subsections (c), (d), (e), (f), (g), (h), (i), (j),
(k), (l), (m)
or (n) of this Section 7.01, subject to applicable law, an Early
Amortization
Event shall occur without any notice or other action on the part
of the
Trustee or the Certificateholders (except as otherwise provided
in any such
subsection), immediately upon the occurrence of such event.
Notwithstanding
the foregoing, the Early Amortization Events described in Section
7.01(e),
(f), (j) and (l) shall not become operative until the July 1994
Collection
Period.
SECTION 7.02. Waiver. Notwithstanding the declaration
or
occurrence of an Early Amortization Period, the Holders of
Certificates
representing 50% or more of the Invested Amount may, by written
notice to the
Trustee, waive such Early Amortization Event. Such waiver shall
be binding
upon all Fixed Base Certificateholders, the Variable Base
Certificateholder
and the other parties to this Series Supplement. In the case of
such a
waiver, all parties hereto and all such Certificateholders 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
7.02 shall not apply in the case of an Early Amortization Event
of the type
described in Section 7.01(d).
ARTICLE VIII
Optional Repurchase
SECTION 8.01. Optional Repurchase. (a) On any
Distribution
Date occurring after the date on which the Invested Amount is
reduced to 10%
or less of the Initial FBC Invested Amount, the Depositor shall
have the
option to purchase the entire amount of, but not less than the
entire amount
of, the Certificates, at a purchase price equal to the
Reassignment Amount for
such Distribution Date.
(b) 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 Depositor
shall
deposit the Reassignment Amount into the Collection Account in
immediately
available funds. Such purchase option is subject to payment in
full of the
Reassignment Amount. The Reassignment Amount shall be
distributed as set
forth in Section 9.01(b) hereof.
ARTICLE IX
Final Distributions
SECTION 9.01. Final Distributions. (a) The amount to
be paid
by the Depositor to the Collection Account with respect to the
Certificates in
connection with a purchase of the Certificates pursuant to
Section 2.03 of the
Agreement shall equal the Reassignment Amount for the first
Distribution Date
following the Collection Period in which the reassignment
obligation arises
under the Agreement.
(b) Reassignment Amounts deposited into the Collection
Account
pursuant to Section 8.01 of this Series Supplement or Section
2.03 of the
Agreement and allocated to the Series 1994-1 Certificates, shall
be applied by
the Trustee at the direction of the Servicer, not later than
12:00 noon, New
York City time, on the Distribution Date on which such amounts
are deposited
(or, if such date is not a Distribution Date, on the immediately
following
Distribution Date) as follows:
(i) in the case of Reassignment Amounts which
constitute
Investor Finance Charge Collections: (A) an amount equal to
the product
of such Investor Finance Charge Collections and the FBC
Investor
Percentage for such Distribution Date shall be applied to pay
an amount
up to the sum of (1) all accrued and unpaid interest on the
unpaid
balance of the FBC Invested Amount and (2) the FBC Carryover
Interest
due on such Distribution Date; (B) an amount equal to the
product of
such Investor Finance Charge Collections and the VBC Investor
Percentage
for such Distribution Date shall be applied to pay an amount
up to the
sum of (1) all accrued and unpaid interest on the unpaid
balance of the
VBC Invested Amount and (2) the VBC Carryover Interest due on
such
Distribution Date; and (C) any amount remaining after the
foregoing
applications shall be reallocated as Investor Principal
Collections and
applied as provided in paragraph (ii) immediately below; and
(ii) in the case of Reassignment Amounts which
constitute
Investor Principal Collections: (A) an amount equal to the
product of
such Investor Principal Collections and the FBC Allocation
Percentage
for such Distribution Date shall be applied to pay an amount
up to the
FBC Invested Amount; (B) an amount equal to the product of
such Investor
Principal Collections and the VBC Allocation Percentage for
such
Distribution Date shall be applied to pay an amount up to the
VBC
Invested Amount; (C) an amount equal to the product of (x)
such Investor
Principal Collections, (y) the Subordinated Allocation
Percentage for
such Distribution Date and (z) the FBC Investor Percentage
for such
Distribution Date, shall be applied to pay an amount up to
the
Subordinated Invested Amount (FBC Component); (D) an amount
equal to the
product of (x) such Investor Principal Collections, (y) the
Subordinated
Allocation Percentage for such Distribution Date and (z) the
VBC
Investor Percentage for such Distribution Date, shall be
applied to pay
an amount up to the Subordinated Invested Amount (VBC
Component); and
(E) any amount remaining after the foregoing applications
shall be
distributed to the Holder of the Exchangeable Certificate.
(c) Termination Proceeds deposited into the Collection
Account
pursuant to Section 12.02(c) of the Agreement and allocated to
the Series
1994-1 and the Certificates, shall be applied by the Trustee at
the direction
of the Servicer, not later than 12:00 noon, New York City time,
on the
Distribution Date on which such amounts are deposited (or, if
such date is not
a Distribution Date, on the immediately following Distribution
Date) as
follows:
(i) in the case of Termination Proceeds which
constitute
Investor Finance Charge Collections: (A) an amount equal to
the product
of such Investor Finance Charge Collections and the FBC
Investor
Percentage for such Distribution Date shall be applied to pay
an amount
up to the sum of (1) all accrued and unpaid interest on the
unpaid
balance of the FBC Invested Amount and (2) the FBC Carryover
Interest
due on such Distribution Date; (B) an amount equal to the
product of
such Investor Finance Charge Collections and the VBC Investor
Percentage
for such Distribution Date shall be applied to pay an amount
up to the
sum of (1) all accrued and unpaid interest on the unpaid
balance of the
VBC Invested Amount and (2) the VBC Carryover Interest due on
such
Distribution Date; and (C) any amount remaining after the
foregoing
applications shall be reallocated as Investor Principal
Collections and
applied as provided in paragraph (ii) immediately below; and
(ii) in the case of Termination Proceeds which
constitute
Investor Principal Collections: (A) an amount equal to the
product of
such Investor Principal Collections and the FBC Allocation
Percentage
for such Distribution Date shall be applied to pay an amount
up to the
FBC Invested Amount; (B) an amount equal to the product of
such Investor
Principal Collections and the VBC Allocation Percentage for
such
Distribution Date shall be applied to pay an amount up to the
VBC
Invested Amount; (C) an amount equal to the product of (x)
such Investor
Principal Collections, (y) the Subordinated Allocation
Percentage for
such Distribution Date and (z) the FBC Investor Percentage
for such
Distribution Date, shall be applied to pay an amount up to
the
Subordinated Invested Amount (FBC Component); (D) an amount
equal to the
product of (x) such Investor Principal Collections, (y) the
Subordinated
Allocation Percentage for such Distribution Date and (z) the
VBC
Investor Percentage for such Distribution Date, shall be
applied to pay
an amount up to the Subordinated Invested Amount (VBC
Component); and
(E) any amount remaining after the foregoing applications
shall be
distributed to the Holder of the Exchangeable Certificate.
(d) Liquidation Proceeds deposited into the Collection
Account
pursuant to Section 9.02(b) of the Agreement and allocated to the
Series 1994-
1 Certificates, shall be applied by the Trustee at the direction
of the
Servicer, not later than 12:00 noon, New York City time, on the
Distribution
Date on which such amounts are deposited (or, if such date is not
a
Distribution Date, on the immediately following Distribution
Date) as follows:
(i) in the case of Liquidation Proceeds which
constitute
Investor Finance Charge Collections: (A) an amount equal to
the product
of such Investor Finance Charge Collections and the FBC
Investor
Percentage for such Distribution Date shall be applied to pay
an amount
up to the sum of (1) all accrued and unpaid interest on the
unpaid
balance of the FBC Invested Amount and (2) the FBC Carryover
Interest
due on such Distribution Date; (B) an amount equal to the
product of
such Investor Finance Charge Collections and the VBC Investor
Percentage
for such Distribution Date shall be applied to pay an amount
up to the
sum of (1) all accrued and unpaid interest on the unpaid
balance of the
VBC Invested Amount and (2) the VBC Carryover Interest due on
such
Distribution Date; and (C) any amount remaining after the
foregoing
applications shall be reallocated as Investor Principal
Collections and
applied as provided in paragraph (ii) immediately below; and
(ii) in the case of Liquidation Proceeds which
constitute
Investor Principal Collections: (A) an amount equal to the
product of
such Investor Principal Collections and the FBC Allocation
Percentage
for such Distribution Date shall be applied to pay an amount
up to the
FBC Invested Amount; (B) an amount equal to the product of
such Investor
Principal Collections and the VBC Allocation Percentage for
such
Distribution Date shall be applied to pay an amount up to the
VBC
Invested Amount; (C) an amount equal to the product of (x)
such Investor
Principal Collections, (y) the Subordinated Allocation
Percentage for
such Distribution Date and (z) the FBC Investor Percentage
for such
Distribution Date, shall be applied to pay an amount up to
the
Subordinated Invested Amount (FBC Component); (D) an amount
equal to the
product of (x) such Investor Principal Collections, (y) the
Subordinated
Allocation Percentage for such Distribution Date and (z) the
VBC
Investor Percentage for such Distribution Date, shall be
applied to pay
an amount up to the Subordinated Invested Amount (VBC
Component); and
(E) any amount remaining after the foregoing applications
shall be
distributed to the Holder of the Exchangeable Certificate.
(e) Notwithstanding anything to the contrary contained
in this
Series Supplement or the Agreement, any distribution made
pursuant to this
Section 9.01 shall be deemed to be a final distribution pursuant
to Section
12.02 of the Agreement with respect to the Certificates.
(f) 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 10.01. Ratification of Agreement; Amendment and
Restatement of Existing Series Supplement. As supplemented by
this Series
Supplement, the Agreement is in all respects ratified and
confirmed and the
Agreement as so supplemented by this Series Supplement, shall be
read, taken
and construed as one and the same instrument. From and after the
date first
above referenced, this Series Supplement shall amend and restate
the Existing
Series Supplement in its entirety.
SECTION 10.02. 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 10.03. 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.
<PAGE>
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/ Alan A. Weinstein
Alan A. Weinstein
President
GOTTSCHALKS INC., as Servicer
By: /s/ Stephen J. Furst
Stephen J. Furst
President
BANKERS TRUST COMPANY, not in its
individual capacity but
solely as Trustee
By: /s/ Melissa J. Kaye
Melissa J. Kaye
Vice President
<PAGE>
SCHEDULE I
List of Series Accounts
Bankers Trust Company
ABA # 021001033
ACCT: 01419647
REF: Gottschalks 1994-1
Attn: Kevin Bertscha
Gottschalks Credit Card Master Trust Series 1994-1
Capitalized
Interest Account: 11871
Gottschalks Credit Card Master Trust Series 1994-1 Retained
Amount
Account: 11869
Gottschalks Credit Card Master Trust Series 1994-1 Prepayment
Account: 11870
Gottschalks Credit Card Master Trust Series 1994-1 Spread
Account:
11872
Gottschalks Credit Card Master Trust Series 1994-1 Successor
Servicer Account: 11868<PAGE>
EXHIBIT
A-1
FORM OF FIXED BASE CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY
OR FOR THE ACCOUNT OF AN ERISA PLAN (AS DEFINED BELOW)
THE GOTTSCHALKS CREDIT CARD MASTER TRUST HAS NOT BEEN
REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THIS CERTIFICATE
HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER OF
THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET
FORTH IN THE
POOLING AND SERVICING AGREEMENT AND THE SERIES 1994-1 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT UNDER WHICH THIS CERTIFICATE IS
ISSUED (COPIES
OF WHICH ARE AVAILABLE FROM THE TRUSTEE UPON REQUEST). ANY
TRANSFEREE OF THIS
CERTIFICATE IS DEEMED AS OF THE DATE OF SUCH TRANSFER TO MAKE
CERTAIN
REPRESENTATIONS RELATING TO ERISA AND OTHER MATTERS.
No. __________
$_________________
GOTTSCHALKS CREDIT CARD MASTER TRUST
___% FIXED BASE CLASS A-1 CREDIT CARD CERTIFICATE
SERIES 1994-1
This certifies that ______________ (the "Fixed Base
Certificateholder") is the registered owner of a fractional
undivided interest
in certain assets of a trust (the "Trust") created pursuant to
the Pooling and
Servicing Agreement, dated as of March 30, 1994 (the "Pooling and
Servicing
Agreement"), as supplemented by the Series 1994-1 Supplement
dated as of March
30, 1994 (the "Series Supplement"), among Gottschalks Credit
Receivables
Corporation, as depositor (the "Depositor"), Gottschalks Inc., as
servicer
(the "Servicer"), and Bankers Trust Company, as trustee (the
"Trustee").
Capitalized terms used but not otherwise defined herein shall
have the
respective meanings provided for such terms in the Pooling and
Servicing
Agreement or the Series Supplement, as applicable.
The corpus of the Trust includes (i) all Receivables
sold,
transferred, assigned, set over and otherwise conveyed to the
Trust pursuant
to Section 2.01 of the Pooling and Servicing Agreement, (ii) all
monies due or
to become due and all amount received with respect thereto and
all proceeds
thereof (including "proceeds", as defined in Section 9-306 of the
UCC as in
effect in the State of California, and Recoveries), (iii) all
monies on
deposit in, and Eligible Investments credited to, the Collection
Account or
any Series Account and (iv) all monies as are from time to time
available
under any Enhancements.
This Certificate is one of a series of Investor
Certificates
entitled "Gottschalks Credit Card Master Trust, __% Fixed Base
Class A-1
Credit Card Certificates, Series 1994-1" (the "Fixed Base
Certificates"), each
of which are issued under and subject to the terms, provisions
and conditions
of the Pooling and Servicing Agreement and the Series Supplement.
By
acceptance hereof, the Fixed Base Certificateholder assents to
and is bound by
the terms, provisions and conditions of the Pooling and Servicing
Agreement
and Series Supplement, as each may be amended from time to time.
Although a
summary of certain provisions of the Pooling and Servicing
Agreement and the
Series Supplement is set forth below, this Certificate does not
purport to
summarize the Pooling and Servicing Agreement and the Series
Supplement and
reference is made to the Pooling and Servicing Agreement and the
Series
Supplement for information with respect to the interests, rights,
benefits,
obligations, proceeds and duties evidenced hereby and the rights,
duties and
obligations of the Trustee. A copy of the Pooling and Servicing
Agreement and
the Series Supplement (without schedules) may be requested from
the Trustee by
writing to the Trustee at Bankers Trust Company, Four Albany
Street, New York,
New York 10006, Attention: Corporate Trust & Agency Group,
Structured Finance
Team.
The Depositor has structured the Pooling and Servicing
Agreement,
the Series Supplement and the Investor Certificates with the
intention that
the Investor Certificates will qualify under applicable federal,
state, local
and foreign tax law as indebtedness of the Depositor. The
Depositor, the
Servicer and each Holder of Investor Certificates agree to treat
and to take
no action inconsistent with the treatment of the Investor
Certificates (or
beneficial interest therein) as indebtedness of the Depositor for
purposes of
federal, state, local and foreign income or franchise taxes and
any other tax
imposed on or measured by income. Each Holder of Investor
Certificates, by
acceptance of its Certificate, agrees to be bound by the
provisions of Section
3.07 of the Pooling and Servicing Agreement.
Interest shall accrue on the FBC Invested Amount
represented by
this Certificate from its date of issuance to and including the
last day of
the first Interest Period and, with respect to each Interest
Period
thereafter, at the rate of ____% per annum. Interest shall be
payable on each
Distribution Date only to the extent that Investor Finance Charge
Collections
for the related Collection Period are sufficient to pay such
interest after
paying all FBC Monthly Servicing Fees then outstanding. Interest
that is due
but not paid on any Distribution Date shall be payable on the
next
Distribution Date and interest shall accrue on such unpaid amount
until paid
at the rate of ____% per annum.
Principal shall be payable in respect of this
Certificate
commencing on the Distribution Date following the earlier of (i)
commencement
of the Controlled Amortization Period and (ii) commencement of
the Early
Amortization Period. During the Controlled Amortization Period,
principal
shall be payable on each Distribution Date from Investor
Principal Collections
for the related Collection Period in the amount of the FBC
Controlled
Amortization Amount. During the Early Amortization Period,
principal shall be
payable on each Distribution Date from Investor Principal
Collections for the
related Collection Period in the amount of such Investor
Principal
Collections.
In general, payments of principal with respect to the
Fixed Base
Certificates are limited to the unpaid FBC Invested Amount, which
may be less
than the unpaid principal balance of the Fixed Base Certificates
pursuant to
the terms of the Pooling and Servicing Agreement and the Series
Supplement.
The Expected Final Payment Date with respect to Fixed Base
Certificates is the
September 1999 Distribution Date, but principal with respect to
the Fixed Base
Certificates may be paid earlier or later under certain limited
circumstances
described in the Pooling and Servicing Agreement and the Series
Supplement.
If for one or more months during the Controlled Amortization
Period there are
not sufficient funds to pay the Controlled Amortization Amount,
then to the
extent that excess funds are not available on subsequent
Distribution Dates
with respect to the Controlled Amortization Period to make up for
such
shortfalls, the final payment of principal of the Fixed Base
Certificates will
occur later than the September 1999 Distribution Date. If the
principal of
the Fixed Base Certificates and the Variable Base Certificate
have not been
paid in full prior to the September 1999 Distribution Date, the
Trustee will
use its best efforts to sell or cause to be sold on such
Termination Date
Receivables (or interests therein) in an amount equal to the
interest in the
Pool Balance represented by the Certificates, subject to certain
limitations,
and shall immediately deposit the Termination Proceeds allocable
to the Series
1994-1 Certificateholders' Interest in the Collection Account.
The
Termination Proceeds shall be allocated and distributed to the
Fixed Base
Certificateholders, the Variable Base Certificateholder and the
Holder of the
Exchangeable Certificate in accordance with the Pooling and
Servicing
Agreement and the Series Supplement.
The Fixed Base Certificates are issuable only in minimum
denominations of $1,000,000 and integral multiples of $100,000 in
excess
thereof. The transfer of this Certificate shall be registered in
the
Certificate Register upon surrender of this Certificate for
registration of
transfer at any office or agency maintained by the Transfer Agent
and
Registrar accompanied by a written instrument of transfer, in a
form
satisfactory to the Trustee or the Transfer Agent and Registrar,
duly executed
by the Fixed Base Certificateholder or such Fixed Base
Certificateholder's
attorney-in-fact, and duly authorized in writing with such
signature
guaranteed, and thereupon one or more new Fixed Base Certificates
in
authorized denominations of like aggregate amount will be issued
to the
designated transferee or transferees.
The Pooling and Servicing Agreement and the Series
Supplement may
be amended from time to time, in certain circumstances, by the
Servicer, the
Depositor, the Trustee and (if the Seller is not the Servicer)
the Seller
without the consent of any of the Certificateholders. The
Pooling and
Servicing Agreement and the Series Supplement may also be amended
from time to
time by the Servicer, the Depositor and the Trustee, with the
consent of (i)
the Holder of the Exchangeable Certificate, if it would be
adversely affected
by such amendment, and (ii) the Holders of Investor Certificates
evidencing
more than 50% of the aggregate unpaid principal amount of the
Investor
Certificates of all adversely affected Series, for the purpose of
adding any
provisions to or changing in any manner or eliminating or waiving
any of the
provisions of the Pooling and Servicing Agreement or any
Supplement or of
modifying in any manner the rights of the Certificateholders.
Any such
amendment and any such consent by the Holder of this Certificate
shall be
conclusive and binding on such Holder and upon all future Holders
of this
Certificate and of any Certificate issued in exchange hereof or
in lieu hereof
whether or not notation thereof is made upon this Certificate.
This Certificate may not be acquired or held by or for
the account
of any employee benefit plan or individual retirement account
subject to Title
I of ERISA or Section 4975 of the Internal Revenue Code, or any
trust
established under any such employee benefit plan or individual
retirement
account (or established to hold the assets thereof), or any
"governmental
plan" (as defined in section 3(32) of ERISA or Section 414(d) of
the Internal
Revenue Code) organized in a jurisdiction having prohibitions on
transactions
with such governmental plan similar to those contained in Section
406 of ERISA
or Section 4975 of the Internal Revenue Code (each such employee
benefit plan,
individual retirement account and trust, an "ERISA Plan"). No
part of the
funds used by any Person to acquire or hold this Certificate may
constitute
assets (within the meaning of ERISA and any applicable rules and
regulations)
of an ERISA Plan. By accepting and holding this Certificate, the
Holder
hereof shall be deemed to have represented and warranted that it
is not an
ERISA Plan and that this Certificate was not acquired with the
assets of an
ERISA Plan.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Depositor has caused this Certificate
to be duly
executed.
GOTTSCHALKS CREDIT RECEIVABLES
CORPORATION, as
Depositor
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Gottschalks Credit Card Master Trust
__% Fixed
Base Class A-1 Credit Card Certificates, Series 1994-1 referred
to in the
Series Supplement.
BANKERS TRUST COMPANY,
not in its individual
capacity, but solely in its capacity as
Trustee
Name:
Title:
Dated:
<PAGE>
EXHIBIT
A-2
FORM OF VARIABLE BASE CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY
OR FOR THE ACCOUNT OF AN ERISA PLAN (AS DEFINED BELOW)
THE GOTTSCHALKS CREDIT CARD MASTER TRUST HAS NOT BEEN
REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THIS CERTIFICATE
HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER OF
THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET
FORTH IN THE
POOLING AND SERVICING AGREEMENT AND THE SERIES 1994-1 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT UNDER WHICH THIS CERTIFICATE IS
ISSUED (COPIES
OF WHICH ARE AVAILABLE FROM THE TRUSTEE UPON REQUEST). ANY
TRANSFEREE OF THIS
CERTIFICATE IS DEEMED AS OF THE DATE OF SUCH TRANSFER TO MAKE
CERTAIN
REPRESENTATIONS RELATING TO ERISA AND OTHER MATTERS.
No. __________
$_________________
GOTTSCHALKS CREDIT CARD MASTER TRUST
VARIABLE BASE CLASS A-2 CREDIT CARD CERTIFICATE
SERIES 1994-1
This certifies that BANK HAPOALIM B.M., LOS ANGELES
BRANCH (the
"Variable Base Certificateholder") is the registered owner of a
fractional
undivided interest in certain assets of a trust (the "Trust")
created pursuant
to the Pooling and Servicing Agreement, dated as of March 30,
1994 (together
with all amendments, supplements or other modifications thereto,
the "Pooling
and Servicing Agreement"), as supplemented by the Series 1994-1
Supplement
dated as of March 30, 1994 (together with all amendments,
supplements or other
modifications thereto, the "Series Supplement"), among
Gottschalks Credit
Receivables Corporation, as depositor (the "Depositor"),
Gottschalks Inc., as
servicer (the "Servicer"), and Bankers Trust Company, as trustee
(the
"Trustee"). Capitalized terms used but not otherwise defined
herein shall
have the respective meanings provided for such terms in the
Pooling and
Servicing Agreement or the Series Supplement, as applicable.
The corpus of the Trust includes (i) all Receivables
sold,
transferred, assigned, set over and otherwise conveyed to the
Trust pursuant
to Section 2.01 of the Pooling and Servicing Agreement, (ii) all
monies due or
to become due and all amount received with respect thereto and
all proceeds
thereof (including "proceeds", as defined in Section 9-306 of the
UCC as in
effect in the State of California, and Recoveries), (iii) all
monies on
deposit in, and Eligible Investments credited to, the Collection
Account or
any Series Account and (iv) all monies as are from time to time
available
under any Enhancements.
This Certificate is the Investor Certificate entitled
"Gottschalks
Credit Card Master Trust, Variable Base Class A-2 Credit Card
Certificate,
Series 1994-1" (the "Variable Base Certificate"), which is issued
under and
subject to the terms, provisions and conditions of the Pooling
and Servicing
Agreement and the Series Supplement. By acceptance hereof, the
Variable Base
Certificateholder assents to and is bound by the terms,
provisions and
conditions of the Pooling and Servicing Agreement and Series
Supplement, as
each may be amended from time to time. Although a summary of
certain
provisions of the Pooling and Servicing Agreement and the Series
Supplement is
set forth below, this Certificate does not purport to summarize
the Pooling
and Servicing Agreement and the Series Supplement and reference
is made to the
Pooling and Servicing Agreement and the Series Supplement for
information with
respect to the interests, rights, benefits, obligations, proceeds
and duties
evidenced hereby and the rights, duties and obligations of the
Trustee. A
copy of the Pooling and Servicing Agreement and the Series
Supplement (without
schedules) may be requested from the Trustee by writing to the
Trustee at
Bankers Trust Company, Four Albany Street, New York, New York
10006,
Attention: Corporate Trust & Agency Group, Structured Finance
Team.
The Depositor has structured the Pooling and Servicing
Agreement,
the Series Supplement and the Investor Certificates with the
intention that
the Investor Certificates will qualify under applicable federal,
state, local
and foreign tax law as indebtedness of the Depositor. The
Depositor, the
Servicer and each Holder of Investor Certificates agree to treat
and to take
no action inconsistent with the treatment of the Investor
Certificates (or
beneficial interest therein) as indebtedness of the Depositor for
purposes of
federal, state, local and foreign income or franchise taxes and
any other tax
imposed on or measured by income. Each Holder of Investor
Certificates, by
acceptance of its Certificate, agrees to be bound by the
provisions of Section
3.07 of the Pooling and Servicing Agreement.
By acceptance of this Certificate, the Variable Base
Certificateholder agrees on any Distribution Date during the VBC
Revolving
Period, upon the written request of the Depositor, to purchase
Additional
Invested Amounts from the Trust in amounts not less than $500,000
and integral
multiples of $100,000 in excess thereof; provided, that the
aggregate amount
of such Additional Invested Amounts, together with all other
Additional
Invested Amounts previously purchased by the Variable Base
Certificateholder
and currently outstanding shall at no time exceed the Maximum
Available VBC
Invested Amount.
So long as any Additional Invested Amount is
outstanding, interest
shall accrue on such Additional Invested Amount from the date
such Additional
Invested Amount is purchased at a rate of one percent (1%) per
annum above
LIBOR. Interest shall be payable on each Distribution Date only
to the extent
that Investor Finance Charge Collections for the related
Collection Period are
sufficient to pay such interest after paying all Monthly
Servicing Fees then
outstanding. Interest that is due but not paid on any
Distribution Date shall
be payable on the next Distribution Date and interest shall
accrue on such
unpaid amount until paid at the rate then in effect for the VBC
Invested
Amount. An unutilized commitment fee of three-eighths of one
percent (3/8ths
of 1%) per annum shall accrue and be payable for each day during
the VBC
Revolving Period to the Variable Base Certificateholder on the
difference
between $15,000,000 and the VBC Invested Amount on such day.
This fee shall
be payable from Investor Finance Charge Collections on each
Distribution Date
but only to the extent that Investor Finance Charge Collections
for the
related Collection Period are sufficient to pay such fee after
paying all
Monthly Servicing Fees then outstanding.
The VBC Revolving Period shall commence on the date of
this
Certificate and shall end on the earlier of (i) the last day of
the Collection
Period ending on October 31, 1996, or, if the Variable Base
Certificateholder
has consented to a later date, the last day of the Collection
Period ending on
August 31, 1998 and (ii) the close of business on the Business
day immediately
preceding the commencement of the Early Amortization Period.
Unless an Early
Amortization Period shall have commenced, the VBC Controlled
Amortization
Period shall commence on the day immediately following the last
day of the VBC
Revolving Period and end upon the earliest to occur of (x) the
commencement of
an Early Amortization Period, (y) the payment in full to the
Variable Base
Certificateholder of the VBC Invested Amount and (z) the March
2000
Distribution Date.
The VBC Invested Amount is subject to prepayment, in
full or in
part, on any Distribution Date during the VBC Revolving Period
pursuant to the
terms of the Pooling and Servicing Agreement and the Series
Supplement;
provided, that any such prepayments must be in amounts of not
less than
$500,000 or integral multiples of $100,000 in excess thereof.
Principal shall be payable in respect of this
Certificate
commencing on the Distribution Date following the earlier of (i)
commencement
of the VBC Controlled Amortization and (ii) commencement of the
Early
Amortization Period. During the VBC Controlled Amortization,
principal shall
be payable on each Distribution Date from VBC Principal
Collections for the
related Collection Period in the amount of the VBC Controlled
Amortization
Period Amount. During the Early Amortization Period, principal
shall be
payable on each Distribution Date from VBC Principal Collections
for the
related Collection Period in the amount of such VBC Principal
Collections.
In general, payment of principal with respect to this
Variable
Base Certificate is limited to the unpaid VBC Invested Amount,
which may be
less than the unpaid principal balance of the Variable Base
Certificate
pursuant to the terms of the Pooling and Servicing Agreement and
the Series
Supplement. The "Expected Final Payment Date" with respect to
Variable Base
Certificate is (i) the April 1997 Distribution Date if the VBC
Revolving
Period ends on October 31, 1996 or (ii) the September 1999
Distribution Date
if the VBC Revolving Period ends on August 31, 1998, but in
either case
principal with respect to the Variable Base Certificate may be
paid earlier or
later under certain limited circumstances described in the
Pooling and
Servicing Agreement and the Series Supplement. If for one or
more months
during the VBC Controlled Amortization there are not sufficient
funds to pay
the Controlled Amortization Amount, then to the extent that
excess funds are
not available on subsequent Distribution Dates with respect to
the VBC
Controlled Amortization to make up for such shortfalls, the final
payment of
principal of the Variable Base Certificate will occur later than
the Expected
Final Payment Date. If the principal of the Fixed Base
Certificates and the
Variable Base Certificate have not been paid in full prior to the
September
1999 Distribution Date, the Trustee will use its best efforts to
sell or cause
to be sold on such Termination Date Receivables (or interests
therein) in an
amount equal to the interest in the Pool Balance represented by
the
Certificates, subject to certain limitations, and shall
immediately deposit
the Termination Proceeds allocable to the Series 1994-1
Certificateholders'
Interest in the Collection Account. The Termination Proceeds
shall be
allocated and distributed to the Fixed Base Certificateholders,
the Variable
Base Certificateholder and the Holder of the Exchangeable
Certificate in
accordance with the Pooling and Servicing Agreement and the
Series Supplement.
The transfer of this Certificate shall be registered in
the
Certificate Register upon surrender of this Certificate for
registration of
transfer at any office or agency maintained by the Transfer Agent
and
Registrar accompanied by a written instrument of transfer, in a
form
satisfactory to the Trustee or the Transfer Agent and Registrar,
duly executed
by the Variable Base Certificateholder or such Variable Base
Certificateholder's attorney-in-fact, and duly authorized in
writing with such
signature guaranteed, and thereupon one or more new Variable Base
Certificates
in authorized denominations of like aggregate amount will be
issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement and the Series
Supplement may
be amended from time to time, in certain circumstances, by the
Servicer, the
Depositor, the Trustee and (if the Seller is not the Servicer)
the Seller
without the consent of any of the Certificateholders. The
Pooling and
Servicing Agreement and the Series Supplement may also be amended
from time to
time by the Servicer, the Depositor and the Trustee, with the
consent of (i)
the Holder of the Exchangeable Certificate, if it would be
adversely affected
by such amendment, and (ii) the Holders of Investor Certificates
evidencing
more than 50% of the aggregate unpaid principal amount of the
Investor
Certificates of all adversely affected Series, for the purpose of
adding any
provisions to or changing in any manner or eliminating or waiving
any of the
provisions of the Pooling and Servicing Agreement or any
Supplement or of
modifying in any manner the rights of the Certificateholders;
provided that no
such amendment may reduce amounts or delay timing of payments to
Certificateholders, change the manner in which interest is
calculated without
the consent of each affected Certificateholder, reduce the
aforesaid
percentage without the consent of each affected Certificateholder
or adversely
affect the rating of any class or series of Certificates without
the consent
of the holders of at least 50% of the unpaid principal amount of
the
Certificates of such class or series. Any such amendment and any
such consent
by the Holder of this Certificate shall be conclusive and binding
on such
Holder and upon all future Holders of this Certificate and of any
Certificate
issued in exchange hereof or in lieu hereof whether or not
notation thereof is
made upon this Certificate.
This Certificate may not be acquired or held by or for
the account
of any employee benefit plan or individual retirement account
subject to Title
I of ERISA or Section 4975 of the Internal Revenue Code, or any
trust
established under any such employee benefit plan or individual
retirement
account (or established to hold the assets thereof), or any
"governmental
plan" (as defined in section 3(32) of ERISA or Section 414(d) of
the Internal
Revenue Code) organized in a jurisdiction having prohibitions on
transactions
with such governmental plan similar to those contained in Section
406 of ERISA
or Section 4975 of the Internal Revenue Code (each such employee
benefit plan,
individual retirement account and trust, an "ERISA Plan"). No
part of the
funds used by any Person to acquire or hold this Certificate may
constitute
assets (within the meaning of ERISA and any applicable rules and
regulations)
of an ERISA Plan. By accepting and holding this Certificate, the
Holder
hereof shall be deemed to have represented and warranted that it
is not an
ERISA Plan and that this Certificate was not acquired with the
assets of an
ERISA Plan.
<PAGE>
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Depositor has caused this Certificate
to be duly
executed.
GOTTSCHALKS CREDIT RECEIVABLES
CORPORATION, as
Depositor
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is the Gottschalks Credit Card Master Trust
Variable Base
Class A-2 Credit Card Certificate, Series 1994-1 referred to in
the Series
Supplement.
BANKERS TRUST COMPANY,
not in its individual
capacity, but solely in its capacity as
Trustee
Name:
Title:
Dated: <PAGE>
EXHIBIT
A-3
FORM OF SUBORDINATED CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY
OR FOR THE ACCOUNT OF AN ERISA PLAN (AS DEFINED BELOW)
THE GOTTSCHALKS CREDIT CARD MASTER TRUST HAS NOT BEEN
REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THIS CERTIFICATE
HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER,
ASSIGNMENT,
EXCHANGE, PLEDGE OR OTHER CONVEYANCE OF THIS CERTIFICATE IS NOT
PERMITTED
EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH IN
THE POOLING
AND SERVICING AGREEMENT AND 1994-1 SERIES SUPPLEMENT TO THE
POOLING AND
SERVICING AGREEMENT UNDER WHICH THIS CERTIFICATE IS ISSUED
(COPIES OF WHICH
ARE AVAILABLE FROM THE TRUSTEE UPON REQUEST). ANY TRANSFEREE OF
THIS
CERTIFICATE IS DEEMED AS OF THE DATE OF SUCH TRANSFER TO MAKE
CERTAIN
REPRESENTATIONS RELATING TO ERISA AND OTHER MATTERS.
GOTTSCHALKS CREDIT CARD MASTER TRUST
SUBORDINATED CERTIFICATE
SERIES 1994-1
This certifies that GOTTSCHALKS CREDIT RECEIVABLES
CORPORATION
(the "Subordinated Certificateholder") is the registered owner of
a fractional
undivided interest not allocated to the Investors' Interest or
the
Exchangeable Interest in certain assets of a trust (the "Trust")
created
pursuant to the Pooling and Servicing Agreement, dated as of
March 30, 1994
(the "Pooling and Servicing Agreement"), as amended, supplemented
or otherwise
modified from time to time, and the 1994-1 Series Supplement to
the Pooling
and Servicing Agreement, dated as of March 30, 1994 (the "Series
Supplment"),
among Gottschalks Credit Receivables Corporation, as depositor
(the
"Depositor"), Gottschalks Inc., as servicer (the "Servicer"), and
Bankers
Trust Company, as trustee (the "Trustee"). Capitalized terms
used but not
otherwise defined herein shall have the respective meanings
provided for such
terms in the Pooling and Servicing Agreement or the Series
Supplement, as
applicable.
The corpus of the Trust includes (i) all Receivables
sold,
transferred, assigned, set over and otherwise conveyed to the
Trust pursuant
to Section 2.01 of the Pooling and Servicing Agreement, (ii) all
monies due or
to become due and all amount received with respect thereto and
all proceeds
thereof (including "proceeds", as defined in Section 9-306 of the
UCC as in
effect in the State of California, and Recoveries), (iii) all
monies on
deposit in, and Eligible Investments credited to, the Collection
Account or
any Series Account and (iv) all monies as are from time to time
available
under any Enhancements.
This Certificate is issued under and subject to the
terms,
provisions and conditions of the Pooling and Servicing Agreement
and the
Series Supplement. By acceptance hereof, the Subordinated
Certificateholder
assents to and is bound by the terms, provisions and conditions
of the Pooling
and Servicing Agreement and the Series Supplement, as each may be
amended,
supplemented or otherwise modified from time to time. This
Certificate does
not purport to summarize the Pooling and Servicing Agreement or
the Series
Supplement and reference is made to the Pooling and Servicing
Agreement and
the Series Supplement for information with respect to the
interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and
the rights,
duties and obligations of the Trustee. A copy of the Pooling and
Servicing
Agreement and the Series Supplement (without schedules) may be
requested from
the Trustee by writing to the Trustee at Bankers Trust Company,
Four Albany
Street, New York, New York 10006, Attention: Corporate Trust &
Agency Group,
Structured Finance Team.
The Pooling and Servicing Agreement and the Series
Supplement may
be amended from time to time, in certain circumstances, by the
Servicer, the
Depositor, the Trustee and (if the Seller is not the Servicer)
the Seller
without the consent of any of the Certificateholders. The
Pooling and
Servicing Agreement and the Series Supplement may also be amended
from time to
time by the Servicer, the Depositor and the Trustee, with the
consent of (i)
the Holder of the Exchangeable Certificate, if it would be
adversely affected
by such amendment, and (ii) the Holders of Investor Certificates
evidencing
more than 50% of the aggregate unpaid principal amount of the
Investor
Certificates of all adversely affected Series, for the purpose of
adding any
provisions to or changing in any manner or eliminating or waiving
any of the
provisions of the Pooling and Servicing Agreement or any
Supplement or of
modifying in any manner the rights of the Certificateholders.
Any such
amendment and any such consent by the Holder of this Certificate
shall be
conclusive and binding on such Holder and upon all future Holders
of this
Certificate and of any Certificate issued in exchange hereof or
in lieu hereof
whether or not notation thereof is made upon this Certificate.
This Certificate may not be acquired or held by or for
the account
of any employee benefit plan or individual retirement account
subject to Title
I of ERISA or Section 4975 of the Internal Revenue Code, or any
trust
established under any such employee benefit plan or individual
retirement
account (or established to hold the assets thereof), or any
"governmental
plan" (as defined in section 3(32) of ERISA or Section 414(d) of
the Internal
Revenue Code) organized in a jurisdiction having prohibitions on
transactions
with such governmental plan similar to those contained in Section
406 of ERISA
or Section 4975 of the Internal Revenue Code (each such employee
benefit plan,
individual retirement account and trust, an "ERISA Plan"). No
part of the
funds used by any Person to acquire or hold this Certificate may
constitute
assets (within the meaning of ERISA and any applicable rules and
regulations)
of an ERISA Plan. By accepting and holding this Certificate, the
Holder
hereof shall be deemed to have represented and warranted that it
is not an
ERISA Plan and that this Certificate was not acquired with the
assets of an
ERISA Plan.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Depositor has caused this Certificate
to be duly
executed.
GOTTSCHALKS CREDIT RECEIVABLES
CORPORATION, as
Depositor
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is the Gottschalks Credit Card Master Trust
Subordinated
Certificate, Series 1994-1 referred to in the Series Supplement.
BANKERS TRUST COMPANY,
not in its individual
capacity, but solely in its capacity as
Trustee
Name:
Title:
Dated:
<PAGE>
EXHIBIT B
FORM OF DISTRIBUTION DATE STATEMENT
_____________________________________
GOTTSCHALKS CREDIT CARD MASTER TRUST
(SERIES 1994-1)
____________________________________
Under the Pooling and Servicing Agreement, dated as of
March 30,
1994 (as amended, modified or supplemented, the "Pooling and
Servicing
Agreement"), among Gottschalks Credit Receivables Corporation, as
depositor
(the "Depositor"), Gottschalks, Inc., as servicer (the
"Servicer") and Bankers
Trust Company, as trustee (the "Trustee"), as amended and
supplemented by the
Series 1994-1 Supplement, dated as of March 30, 1994, among the
Depositor, the
Servicer and the Trustee, the Servicer is required to prepare
certain
information for each Distribution Date regarding current
distributions to the
Holders of the Fixed Base Certificates and the Holder of the
Variable Base
Certificate (the "Investor Certificateholders") and the
performance of the
Gottschalks Credit Card Master Trust (the "Trust") during the
Related
Collection Period. The information which is required to be
prepared with
respect to the ___________, 199_ Distribution Date and with
respect to the
performance of the Trust during the Related Collection Period for
such
Distribution Date is set forth below. Certain of the information
is presented
on the basis of an original principal amount of $1,000 per
Certificate.
Certain other information is presented based on the aggregate
amounts for the
Trust as a whole.
(A) Information Regarding the Current Monthly Distribution for
the
Fixed Base Certificates and the Variable Base Certificate
(stated
on the basis of $1,000 original principal amount).
(1) The total amount of the distribution to Investor
Certificateholders on the current Distribution
Date,
per $1,000 original principal amount:. . .
.$__________
(2) The amount of the distribution set forth in
paragraph
1 above in respect of interest on the Fixed Base
Certificates, per $1,000 original principal
amount:$__________
(3) The amount of the distribution set forth in
paragraph
1 above in respect of principal on the Fixed Base
Certificates, per $1,000 original principal
amount:$__________
(4) The amount of the distribution set forth in
paragraph
1 above in respect of the Make Whole Premium, if
any,
in respect of the Fixed Base Certificates, per
$1,000
original principal amount: . . . . . . . .
.$__________
(5) The amount of the distribution set forth in
paragraph
1 above in respect of interest on the Variable Base
Certificate, per $1,000 original principal
amount:$__________
(6) The amount of the distribution set forth in
paragraph
1 above in respect of principal on the Variable
Base
Certificate, per $1,000 original principal
amount:$__________
(7) The amount of the distribution set forth in
paragraph
1 above in respect of VBC Unutilized Commitment Fee
on
the Variable Base Certificate, per $1,000 original
principal amount:. . . . . . . . . . . . .
.$__________
(B) Information Regarding the Unpaid Monthly Interest, Fees and
Make
Whole Premium for the Fixed Base Certificates and the
Variable
Base Certificate.
(1) Amount of interest due on the current Distribution
Date with respect to the Fixed Base
Certificates$__________
(2) Amount of interest to be distributed on the current
Distribution Date to the Holders of the Fixed Base
Certificates . . . . . . . . . . . . . . .
.$__________
(3) Amount, if any, of unpaid monthly interest for the
current Interest Period with respect to the Fixed
Base
Certificates . . . . . . . . . . . . . . .
.$__________
(4) Amount of interest due on the current Distribution
Date with respect to the Variable Base
Certificate$__________
(5) Amount of interest to be distributed on the current
Distribution Date to the Holder of the Variable
Base
Certificate. . . . . . . . . . . . . . . .
.$__________
(6) Amount, if any, of unpaid monthly interest for the
current Interest Period with respect to the
Variable
Base Certificate . . . . . . . . . . . . .
.$__________
(7) Amount of Make Whole Premium due on the current
Distribution Date with respect to the Fixed Base
Certificates . . . . . . . . . . . . . . .
.$__________
(8) Amount of Make Whole Premium to be distributed on
the
current Distribution Date to the Holders of the
Fixed
Base
Certificates . . . . . . . . . . . . . . .
.$__________
(9) Amount, if any, of unpaid Make Whole Premium for
the
current Interest Period with respect to the Fixed
Base
Certificates . . . . . . . . . . . . . . .
.$__________
(10) Amount of VBC Unutilized Commitment Fee due on the
current Distribution Date with respect to the
Variable
Base Certificate . . . . . . . . . . . . .
.$__________
(11) Amount of VBC Unutilized Commitment Fee to be
distributed on the current Distribution Date to the
Holder of the Variable Base Certificate. .
.$__________
(12) Amount, if any, of unpaid VBC Unutilized Commitment
Fee for the current Interest Period with respect to
the Variable Base Certificate. . . . . . .
.$__________
(C) Information Regarding the
Performance of the Trust.
(1) Collection of Receivables.
The aggregate amount of payments on Receivables
processed for the Related Collection Period which
were
allocated in respect of the Investor Certificates
of
all Series:. . . . . . . . . . . . . . . .
.$__________
The aggregate amount of payments on Receivables
processed for the Related Collection Period which
were
allocated in respect of the Series 1994-1 Investor
Certificates:. . . . . . . . . . . . . . .
.$__________
(2) Collection of Principal Receivables.
The aggregate amount of payments on Principal
Receivables processed during the Related Collection
Period which were allocated in respect of the Fixed
Base Certificates: . . . . . . . . . . . .
.$__________
The aggregate amount of payments on Principal
Receivables processed during the Related Collection
Period which were allocated in respect of the
Variable
Base Certificate:. . . . . . . . . . . . .
.$__________
(3) Collection of Finance Charge Receivables.
The aggregate amount of payments of Finance Charge
Receivables processed during the Related Collection
Period which were allocated in respect of the
interest
on the Fixed Base Certificates:. . . . . .
.$__________
The aggregate amount of payments of Finance Charge
Receivables processed during the Related Collection
Period which were allocated in respect of interest
on
the Variable Base Certificate: . . . . . .
.$__________
The aggregate amount of Finance Charge Receivables
processed during the Related Collection Period that
constitute Recoveries on Defaulted
Receivables:$__________
(4) Principal Receivables in the Trust.
The aggregate amount of Principal Receivables in
the
Trust as of the end of the Related Collection
Period:$__________
The amount of Principal Receivables in the Trust
represented by the Invested Amount of the
Certificates
of all Series: . . . . . . . . . . . . . .
.$__________
The amount of Principal Receivables in the Trust
represented by the Required Series Pool Balance of
the
Series 1994-1 Investor Certificates: . . .
.$__________
The amount of Principal Receivables in the Trust
represented by the Fixed Base Certificates (the
"FBC
Invested Amount"). . . . . . . . . . . . .
.$__________
The amount of Principal Receivables in the Trust
represented by the Variable Base Certificate (the
"VBC
Invested Amount"). . . . . . . . . . . . .
.$__________
The amount of Principal Receivables in the Trust
represented by the Subordinated Certificate (the
"Subordinated Invested Amount"). . . . . .
.$__________
The Subordinated Invested Amount as a percentage of
the Required Series Pool Balance of the Series
1994-1
Certificates . . . . . . . . . . . . . . . . . .
.____%
The FBC Allocation Percentage with respect to the
Principal Receivables in the Trust for the current
Distribution Date. . . . . . . . . . . . . . . .
%
The VBC Allocation Percentage with respect to the
Principal Receivables in the Trust for the current
Distribution Date. . . . . . . . . . . . . . . .
%
The Subordinated Allocation Percentage with respect
to
the Principal Receivables in the Trust for the
current
Distribution Date. . . . . . . . . . . . . . . .
%
(5) Delinquent Receivables.
The amount of Receivables in the Accounts which
were
30 or more days delinquent as of the end of the
Related Collection Period:
30-59 days: . . . . . . . . . . . . .
.$__________
60-89 days: . . . . . . . . . . . . .
.$__________
90-119 days:. . . . . . . . . . . . .
.$__________
120-149 days: . . . . . . . . . . . .
.$__________
150-179 days: . . . . . . . . . . . .
.$__________
180-209 days: . . . . . . . . . . . .
.$__________
210 or more days: . . . . . . . . . .
.$__________
The percentage of Receivables in the Accounts which
were 30 or more days delinquent as of the end of
the
Related Collection Period:
30-59 days: . . . . . . . . . . . . . . . .
.____%
60-89 days: . . . . . . . . . . . . . . . .
.____%
90-119 days:. . . . . . . . . . . . . . . .
.____%
120-149 days: . . . . . . . . . . . . . . .
.____%
150-179 days: . . . . . . . . . . . . . . .
.____%
180-209 days: . . . . . . . . . . . . . . .
.____%
210 or more days: . . . . . . . . . . . . .
.____%
(6) Investor Default Amount.
The Defaulted Amount for the Related Collection
Period$__________
The portion of the Defaulted Amount allocable to
the
Series 1994-1 Investor Certificates (the "Investor
Default Amount") . . . . . . . . . . . . .
.$__________
The portion of the Defaulted Amount allocable to
the
Fixed Base Certificates (the "FBC Investor Default
Amount") . . . . . . . . . . . . . . . . .
.$__________
The portion of the Defaulted Amount allocable to
the
Variable Base Certificate (the "Variable Investor
Default Amount") . . . . . . . . . . . . .
.$__________
The Senior Investor Default Holdback Amount for the
Related Collection Period: . . . . . . . .
.$__________
The amount, if any, by which the sum of the FBC
Investor Default Amount and the VBC Investor
Default
Amount exceeded the Senior Investor Default
Holdback
Amount . . . . . . . . . . . . . . . . . .
.$__________
The amount, if any, of Subordinated Principal
Collections reallocated to the FBC Investor Default
Amount and the VBC Investor Default Amount on the
last
day of the Related Collection Period . . .
.$__________
The amount, if any, by which the Senior Investor
Default Holdback Amount exceeded the sum of the FBC
Investor Default Amount and the VBC Investor
Default
Amount . . . . . . . . . . . . . . . . . .
.$__________
The portion of the Defaulted Amount allocable to
the
Subordinated Certificate . . . . . . . . .
.$__________
The Subordinated Investor Default Holdback Amount
for
the Related Collection Period: . . . . . .
.$__________
The amount, if any, by which the Subordinated
Investor
Default Amount exceeded the Subordinated Investor
Default Holdback Amount. . . . . . . . . .
.$__________
The amount, if any, by which the Subordinated
Investor
Default Holdback Amount exceeded the sum of the
Subordinated Investor Default Amount . . .
.$__________
(7) Investor Charge-Offs; Reimbursement of Charge-Offs.
The amount of FBC Investor
Charge-Offs. . . . . . . . . . . . . . . .
.$__________
The amount of FBC Investor Charge-Offs per $1,000
original principal amount. . . . . . . . .
.$__________
The amount of VBC Investor
Charge-Offs. . . . . . . . . . . . . . . .
.$__________
The amount of VBC Investor Charge-Offs per $1,000
original principal amount. . . . . . . . .
.$__________
The amount of Subordinated Investor
Charge-Offs$__________
The amount of Subordinated Investor Charge-Offs per
$1,000 original principal amount . . . . .
.$__________
The amount of FBC Investor Charge-Offs
reimbursed$__________
The amount of FBC Investor Charge-Offs reimbursed
per
$1,000 original principal amount . . . . .
.$__________
The amount of VBC Investor Charge-Offs
reimbursed$__________
The amount of VBC Investor Charge-Offs reimbursed
per
$1,000 original principal amount . . . . .
.$__________
The amount of Subordinated Investor Charge-Offs
reimbursed . . . . . . . . . . . . . . . .
.$__________
The amount of Subordinated Investor Charge-Offs
reimbursed per $1,000 original principal
amount$__________
(8) Servicing Fee.
The amount of the Monthly Senior Servicing Fee due
to
the Servicer for the Related Collection
Period$__________
The amount of the Monthly Senior Servicing Fee
payable
to the Servicer for the Related Collection
Period$__________
The amount of the unpaid Monthly Senior Servicing
Fee
for the Related Collection Period. . . . .
.$__________
The amount of the Monthly Subordinated Servicing
Fee
due to the Servicer for the Related Collection
Period$__________
The amount of the Monthly Subordinated Servicing
Fee
payable to the Servicer for the Related Collection
Period . . . . . . . . . . . . . . . . . .
.$__________
The amount of the unpaid Monthly Subordinated
Servicing Fee for the Related Collection
Period$__________
(9) Reallocated Principal Collections.
The amount of Finance Charge Collections
reallocated
to Principal Collections with respect to the
current
Distribution Date. . . . . . . . . . . . .
.$__________
(10) Retained Amount Account.
Balance of the Retained Amount Account on the
Determination Date for the Preceding Collection
Period$__________
The FBC Component of all amounts deposited into the
Retained Amount Account since the Determination
Date
for the preceding Distribution Date. . . .
.$__________
The VBC Component of all amounts deposited into the
Retained Amount Account since the Determination
Date
for the preceding Distribution Date. . . .
.$__________
The Subordinated Component of all amounts deposited
into the Retained Amount Account since the
Determination Date for the preceding Distribution
Date$__________
The FBC Component of all amounts withdrawn from the
Retained Amount Account since the Determination
Date
for the preceding Distribution Date. . . .
.$__________
The VBC Component of all amounts withdrawn from the
Retained Amount Account since the Determination
Date
for the preceding Distribution Date. . . .
.$__________
The Subordinated Component of all amounts withdrawn
from the Retained Amount Account since the
Determination Date for the preceding Distribution
Date$__________
The amount on deposit in the Retained Amount
Account
as of the Determination Date for the current
Distribution
Date . . . . . . . . . . . . . . . . . . .
.$__________
The FBC Component of all amounts on deposit in the
Retained Amount Account as of the Determination
Date
for the current Distribution Date . . . .
.$__________
The VBC Component of all amounts on deposit in the
Retained Amount Account as of the Determination
Date
for the current Distribution Date . . . .
.$__________
The Subordinated Component of all amounts on
deposit
in the Retained Amount Account as of the
Determination
Date for the current Distribution
Date . . . . . . . . . . . . . . . . . . .
.$__________
(11) Prepayment Account.
The Balance of the Prepayment Account on the
Determination Date for the Preceding Collection
Period$__________
Amounts deposited into the Prepayment Account since
the Determination Date for the Preceding
Distribution
Date . . . . . . . . . . . . . . . . . . .
.$__________
Balance of the Prepayment Account on the date
hereof$__________
The amount to be withdrawn from the Prepayment
Account
and paid to the Holder of the Variable Base
Certificate on this Distribution Date. . .
.$__________
(12) Spread Account.
The balance of the Spread Account on the
Determination
Date for the Preceding Collection Period .
.$__________
Spread Requirement for the Related Collection
Period
[see item 13
below] . . . . . . . . . . . . . . . . . .
.$__________
Amounts, if any, deposited into the Spread Account
since the Determination Date for the Preceding
Distribution Date. . . . . . . . . . . . .
.$__________
The amount, if any, to be withdrawn from the Spread
Account on this Distribution Date . . . .
.$__________
The balance of the Spread Account as of the
Determination Date for the current Distribution
Date$__________
(13) Portfolio Yield/Spread Requirement.
The Portfolio Yield for the Preceding Collection
Period . . . . . . . . . . . . . . . . . . . . .
.____%
The Base Rate plus 0.5% for the Preceding
Collection
Period . . . . . . . . . . . . . . . . . . . . .
.____%
The Portfolio Yield for the Preceding Collection
Period minus the sum of the Base Rate for the
Preceding Collection Period plus 0.5% [is] [is not]
greater than zero. . . . . . . . . . . . . .
.[Yes][No]
The Portfolio Yield for the second preceding
Collection Period. . . . . . . . . . . . . . . .
.____%
The Base Rate plus 0.5% for the second preceding
Collection Period. . . . . . . . . . . . . . . .
.____%
The Portfolio Yield for the second preceding
Collection Period minus the sum of the Base Rate
for
the second preceding Collection Period plus 0.5%
[is]
[is not] greater than zero . . . . . . . . .
.[Yes][No]
The Spread Requirement is zero unless the Portfolio
Yield in each of the two preceding Collection
Periods
was less than the sum of the Base Rate in each such
Collection Period plus 0.5%, in which case the
Spread
Requirement shall be the sum of the following
amounts:
The Monthly Senior Servicing Fee for the
Preceding Collection Period . . . . .
.$__________
The FBC Monthly Interest for the Preceding
Collection Period . . . . . . . . . .
.$__________
The FBC Carryover Interest for the
Preceding Collection Period . . . . .
.$__________
The VBC Monthly Interest for the Preceding
Collection Period . . . . . . . . . .
.$__________
The VBC Carryover Interest for the
Preceding Collection Period . . . . .
.$__________
The VBC Unutilized Commitment Fee for the
Preceding Collection Period . . . . .
.$__________
The VBC Carryover Unutilized Commitment
Fee for the Preceding Collection
Period$__________
Spread Requirement . . . . . . . . . . . .
.$__________
(14) Successor Servicer Account.
Face Amount, if any, of any letter of credit issued
to
cover Successor Servicer replacement costs
.$__________
Balance of the Successor Servicer Account on the
Determination Date for the Preceding Collection
Period$__________
Amounts, if any, deposited into the Successor
Servicer
Account since the Determination Date for the
Preceding
Distribution Date. . . . . . . . . . . . .
.$__________
The amount on deposit in the Successor Servicer
Account as of the Determination Date for the
current
Distribution Date. . . . . . . . . . . . .
.$__________
The amount, if any, to be withdrawn from the
Successor
Account on this Distribution Date . . . .
.$__________
(15) Discount Rate.
The Discount Rate in effect on the prior
Determination
Date . . . . . . . . . . . . . . . . . . . . . .
.____%
The Additional Discount Rate determined on the
prior
Reset Date . . . . . . . . . . . . . . . . . . .
.____%
Other changes, if any, to the Discount Rate since
the
prior Determination Date . . . . . . . . . . . .
.____%
Discount Rate as of the current Determination
Date____%
(16) Early Amortization Event Triggers.
Section 7.01(e) of Series 1994-1 Supplement.
[Not applicable until the Determination Date
following
the June, 1994 Collection Period]
The aggregate balance of all Eligible Receivables
that
were 90 days or more past due at the end of the
Related Collection Period as a percentage of the
Pool
Balance. . . . . . . . . . . . . . . . . . . . .
.____%
The aggregate balance of all Eligible Receivables
that
were 90 days or more past due at the end of the
Preceding Collection Period as a percentage of the
Pool Balance . . . . . . . . . . . . . . . . . .
.____%
The aggregate balance of all Eligible Receivables
that
were 90 days or more past due at the end of the
second
preceding Collection Period as a percentage of the
Pool Balance . . . . . . . . . . . . . . . . . .
.____%
The aggregate balance of all Eligible Receivables
that
were 90 days or more past due at the end of the
Related Collection Period and each of the two
preceding Collection Periods as a percentage of the
Pool Balance [did not exceed] [exceeded] 1.5%
Section 7.01(f) of Series 1994-1 Supplement.
[Not applicable until the Determination Date
following
the June, 1994 Collection Period]
The Portfolio Yield for the Related Collection
Period____%
The Portfolio Yield for the Preceding Collection
Period . . . . . . . . . . . . . . . . . . . . .
.____%
The Portfolio Yield for the second preceding
Collection Period. . . . . . . . . . . . . . . .
.____%
The average Portfolio Yield for the three most
recent
Collection Periods . . . . . . . . . . . . . . .
.____%
Base Rate for the Related Collection Period. . .
.____%
The average Portfolio Yield for the Related
Collection
Period and the two preceding Collection Periods
minus
the Base Rate for the Related Collection Period
[was]
[was not] greater than zero
Section 7.01(g) of Series 1994-1 Supplement.
The number of consecutive days during which the
balance of the Retained Amount Account was greater
than $2,500,000. . . . . . . . . . . . . . . . . .
____
The number of consecutive days during which the
balance of the Retained Amount Account was greater
than $2,500,000 [exceeded] [did not exceed] 60 days
Section 7.01(i) of Series 1994-1 Supplement.
The Subordinated Invested Amount on the current
Distribution Date will be. . . . . . . . .
.$__________
The Subordinated Invested Amount on the current
Distribution Date [is greater] [is less] than zero
Section 7.01(j) of Series 1994-1 Supplement.
[Not applicable until the Determination Date
following
the June, 1994 Collection Period]
The Defaulted Amount (net of Recoveries) as a
percentage of the average Receivables outstanding
for
the Related Collection Period. . . . . . . . . .
.____%
The Defaulted Amount (net of Recoveries) as a
percentage of the average Receivables outstanding
for
the Preceding Collection Period. . . . . . . . .
.____%
The Defaulted Amount (net of Recoveries) as a
percentage of the average Receivables outstanding
for
the second preceding Collection Period . . . . .
.____%
The Defaulted Amount (net of Recoveries) as a
percentage of the average Receivables outstanding
for
the Related Collection Period and each of the two
preceding Collection Periods [was] [was not]
greater
than 7%
Section 7.01(l) of Series 1994-1 Supplement.
[Not applicable until the Determination Date
following
the June, 1994 Collection Period]
The monthly payment rate for the Related Collection
Period . . . . . . . . . . . . . . . . . . . . .
.____%
The monthly payment rate for the Preceding
Collection
Period . . . . . . . . . . . . . . . . . . . . .
.____%
The monthly payment rate for the second preceding
Collection Period. . . . . . . . . . . . . . . .
.____%
The average monthly payment rate for the three
preceding Collection Periods . . . . . . . . . .
.____%
The average monthly payment rate for the three
preceding Collection Periods [was not] [was] less
than
10%
To the best knowledge of the undersigned, an Early
Amortization
Event [has] [has not] occurred with respect to the
Series 1994-1.
IN WITNESS WHEREOF, the undersigned has duly
executed and
delivered this Certificate this ____ day of ______________,
199_.
GOTTSCHALKS INC.,
as Servicer
By:________________________
Servicing Officer
<PAGE>
EXHIBIT C
[date]
Gottschalks Credit Receivables Corporation
7 River Place East
Fresno, California 93729
Bankers Trust Company
as Trustee
Four Albany Street
New York, New York 10015
Gentlemen:
Reference is made to that certain Certificate
Purchase Agreement
dated as of March 30, 1994 (the "Certificate Purchase Agreement")
between
Gottschalks Credit Receivables Corporation ("GCRC") as seller,
Gottschalks
Inc. ("Gottschalks") and [name of transferee] ("Transferee")
pursuant to which
Transferee, upon the terms and conditions therein set forth,
purchased a ____%
Fixed Base Class ____ Credit Card Certificate, Series _____, in
the original
face amount of $[amount] (the "Trust Certificate"). Capitalized
terms used
herein and not defined have the meaning given in that certain
Pooling and
Servicing Agreement dated as of March 30, 1994 among GCRC as
depositor,
Gottschalks as servicer and Bankers Trust Company as trustee.
In connection with such purchase, Transferee
represents and
warrants that (i) it is acquiring its Trust Certificate solely
for its own
account (or for accounts as to which to exercises investment
discretion) for
the purpose of investment only and not with a view to
distribution in
violation of the Securities Act of 1933 (the "Act"), and will not
sell or
otherwise transfer such Trust Certificate in the absence of
registration under
the Act or an exemption therefrom, provided that the disposition
of its
property shall at all time be and remain within its control and
(ii) it is a
corporation, partnership or other entity having such knowledge
and experience
in financial and business matters as to be capable of evaluating
the merits
and risks of an investment in its Trust Certificate and it is (or
any account
for which it is purchasing referred to in (i) above is) an
institutional
accredited investor within the meaning of Rule 501 of the Act
able to bear the
economic risk of investment in its Trust Certificate, including a
complete
loss, while maintaining adequate means of providing for its
current needs and
foreseeable contingencies.
Sincerely yours,
[name of transferee]
By:________________________
Name:
Title:<PAGE>
EXHIBIT B
FORM OF DAILY REPORT
<PAGE>
EXHIBIT B
FORM OF DAILY SERVICER'S CERTIFICATE
For _____________, 199_
(To be delivered pursuant to Subsection 3.04(b)of the Agreement
on each
Business Day)
GOTTSCHALKS CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative
of Gottschalks
Inc., as servicer (the "Servicer") pursuant to the Pooling and
Servicing
Agreement, dated as of March 30, 1994 (the "Agreement"), by and
among
Gottschalks Credit Receivables Corporation, as depositor (the
"Depositor"),
the Servicer and Bankers Trust Company, as trustee, does hereby
certify as
follows:
1. Capitalized terms used in this Certificate have their
respective
meanings set forth in the Agreement. All information
contained in this
Daily Report (and the attached annexes) is for the period
from the
commencement of business from the preceding Business Day
through the
close of business on the day preceding the date on which this
report is
dated.
2. Gottschalks Inc. is as of the date hereof the Servicer under
the
Agreement.
3. The undersigned is a Servicing Officer.
4. The aggregate amount of Collections received since the
commencement
of business on the preceding Business Day: . . . . .
$__________.
5. The aggregate amount of Collections processed since the
commencement
of business on the preceding Business Day: . . . . .
$__________.
6. A. The aggregate amount of processed Collections
allocated to Finance
Charge Receivables (including the Discount Portion
of Principal
Collections processed on such date):. . . . .
$__________.
B. The aggregate amount of processed Collections
allocated to
Principal
Receivables (before deducting the Discount Portion
of Principal
Collections processed on such date):. . . . .
.$__________.
C. The aggregate Discount Portion of processed
Principal Collections:$___________
D. The aggregate amount of processed Collections
allocated to
Principal
Receivables (less the Discount Portion of Principal
Collections
processed on such date):. . . . . .. . . .
$__________.
E. The cumulative Discount Portion of processed
Principal Collections
from March 30, 1994: . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.$__________.
7. The aggregate amount of Collections currently in process . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.$__________.
8. The aggregate amount of Defaulted Receivables since the
commencement
of business on the preceding Business Day was equal to . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.$__________.
9. On the date hereof, ____ Series of Investor Certificates have
been
issued and are outstanding.
10. On the date hereof, the Adjusted Invested Amount for each
outstanding
Series is as follows:
Series
Invested Amount(1)
Retained Cash(2)
Adjusted
Invested Amount(3)
1994-1
$
$
$
$
$
$
etc.
$
$
$
______________
(1) For Series 1994-1, "Invested Amount" is the sum of
the FBC
Invested Amount, the VBC Invested Amount and the
Subordinated
Invested Amount.
(2) Cash on deposit in any Series Account that is
available to
supplement Principal Collections (e.g., Retained
Amount Account
and Prepayment Account).
(3) For each Series, the sum of the Invested Amount and
the Retained
Cash for such Series.
11. On the date hereof, the Series Allocation Percentage for each
Series is
as follows:
Series Series Allocation Percentage(1)
1994-1 ____%
______ ____%
etc.
____________
(1) For each Series, the Adjusted Invested Amount for
such
Series divided by the sum of the Adjusted Invested
Amounts for all Series.
12. On the date hereof, the Finance Charge Collections processed
since the
commencement of business on the preceding Business Day
(including the
Discount Portion of Principal Collections processed on such
date) shall
be allocated among the Series as follows:
Series Finance Charge Collections(1)
1994-1 $_________________
______ $_________________
etc.
____________
(1) For each Series, the product of the Series
Allocation
Percentage for such Series and the amount in item
6A
for such Series.
13. On the date hereof, the Principal Collections processed since
the
commencement of business on the preceding Business Day (less
the
Discount Portion of Principal Collections processed on such
date) shall
be allocated among the Series as follows:
Series Principal Collections(1)
1994-1 $_________________
______ $_________________
etc.
____________
(1) For each Series, the product of the Series
Allocation
Percentage for such Series and the amount in item
6D
for such Series.
14. As of the close of Business on the last day of the Preceding
Collection
Period, the Required Series Pool Balance for each Series was:
Series Required Series Pool Balance
1994-1 $_____________
______ $_____________
etc.]
15. As of the close of Business on the last day of the Preceding
Collection
Period, the Series Pool Balance for each Series (or, if any
Series
contains more than one Class, each Class or component
thereof) was:
Series Series Pool Balance
1994-1 $_____________
______ $_____________
etc.]
16. As of the close of Business on the last day of the Preceding
Collection
Period, the Invested Amount for each Series (or, if any
Series contains
more than one Class, each Class or component thereof) was:
Series Class/Component Invested
Amount
1994-1 A-1
$_____________
1994-1 A-2 $_____________
1994-1 Subordinated(FBC) $_____________
1994-1 Subordinated(VBC) $_____________
______
$_____________
etc.]
17. On the date hereof, the Floating Allocation Percentage for
each Series
(or, if any Series contains more than one Class, each Class
or component
thereof) is as follows [item 14/item 15]:
Series Class/Component Floating
Allocation
Percentage
1994-1 A-1
____%
1994-1 A-2 ____%
1994-1 Subordinated(FBC) ____%
1994-1 Subordinated(VBC) ____%
______
____%
etc.]
18. On the date hereof, the Principal Allocation Percentage for
each Series
(or, if any Series contains more than one Class, each Class
or component
thereof) is as follows [item 16/item 14]:
Principal
Series Class/Component Allocation
Percentage
1994-1 A-1
____%
1994-1 A-2 ____%
1994-1 Subordinated(FBC) ____%
1994-1 Subordinated(VBC) ____%
______
____%
etc.]
[19. The Required Series Pool Balance for each Series
(or, if any Series
contains more than one Class, each Class or
component thereof) as of the
last day of its Revolving Period is as follows:
Series Class/Component Required Series
Pool Balance
1994-1 A-1
$__________________
1994-1 A-2
$__________________
1994-1 Subordinated(FBC)
$__________________
1994-1 Subordinated(VBC)
$__________________
______
$__________________
etc.]
[Applicable only for any Series or Class or component thereof
during a
Controlled Amortization Period or an Early Amortization Period.]
[20. The Invested Amount for each Series (or, if any
Series contains more
than one Class, each Class or component thereof) as
of the last day of
its Revolving Period is as follows:
Series Class/Component Invested Amount
1994-1 A-1 $______________
1994-1 A-2 $______________
1994-1 Subordinated(FBC) $______________
1994-1 Subordinated(VBC) $______________
______ $______________
etc.]
[Applicable only for any Series or Class or component thereof
during a
Controlled Amortization Period or an Early Amortization Period.]
[21. On the date hereof, the Fixed/Floating Allocation
Percentage for each
Series (or, if any Series contains more than one
Class, each Class or
component thereof) is as follows [item 19/item 15]:
Fixed/Floating
Series Class/Component Allocation
Percentage
1994-1 A-1
____%
1994-1 A-2 ____%
1994-1 Subordinated(FBC) ____%
1994-1 Subordinated(VBC) ____%
______
____%
etc.]
[Applicable only for any Series or Class or component thereof
during a
Controlled Amortization Period or an Early Amortization Period.]
[22. On the date hereof, the Principal Allocation
Percentage for each Series
(or, if any Series contains more than one Class,
each Class or component
thereof) is as follows [item 20/item 19]:
Principal
Series Class/Component Allocation
Percentage
1994-1 A-1
____%
1994-1 A-2 ____%
1994-1 Subordinated(FBC) ____%
1994-1 Subordinated(VBC) ____%
______
____%
etc.]
[Applicable only for any Series or Class or component thereof
during a
Controlled Amortization Period or an Early Amortization Period.]
23. The Finance Charge Collections allocated in item 12 above to
each Series
(or, if any Series contains more than one Class, each Class
or component
thereof) shall be further allocated among the Investor
Certificates of
that Series or Class or component thereof and the
Exchangeable
Certificate as follows:
Series/Class/Component
Finance Charge
Collections
Investor
Certificate(1)
Exchangeable
Certificate(2)
1994-1/A-1
$
$
$
1994-1/A-2
$
$
$
1994-1/Subordinated(FBC)
$
$
$
1994-1/Subordinated(VBC)
$
$
$
______
$
$
$
etc.
$
$
$
_________
(1) For each Series, the product of the amount in item 12 and the
percentage
in item 18 for such Series or Class or component thereof
multiplied by
the percentage in item 17 for such Series or Class or
component thereof.
(2) For each Series or Class or component thereof, the
difference, if
greater than zero, between the amount in column 2 for such
Series or
Class or component thereof and the amount in column 3 for
such Series or
Class or component thereof.
24. The Principal Collections allocated in item 13 above to each
Series (or,
if any Series contains more than one Class, each Class or
component
thereof) shall be further allocated among the Investor
Certificates of
that Series or Class or component thereof and the
Exchangeable
Certificate as follows:
Series/Class/Component
Principal
Collections
Investor
Certificate(1)
Exchangeable
Certificate(2)
1994-1/A-1
$
$
$
1994-1/A-2
$
$
$
1994-1/Subordinated(FBC)
$
$
$
1994-1/Subordinated(VBC)
$
$
$
______
$
$
$
etc.
$
$
$
____________
(1) For each Series (or, if any Series contains more than one
Class, each
Class or component thereof), the product of the amount in
item 13 and
(x) during the Revolving Period for a Series or Class or
component
thereof, the percentage in item 18 for such Series or Class
or component
thereof multiplied by the percentage in item 17 for such
Series or Class
or component thereof or (y) during the Controlled
Amortization Period
and Early Amortization Period for a Series or Class or
component
thereof, the percentage in item 21 for such Series or Class
or component
thereof multiplied by the percentage in item 22 for such
Series or Class
or component thereof.
(2) For each Series (or, if any Series contains more than one
Class, each
Class or component thereof), the difference, if greater than
zero,
between the amount in column 2 for such Series or Class or
component
thereof and the amount in column 3 for such Series or Class
or component
thereof.
25. As of the close of business on the second preceding Business
Day, the
aggregate of the Principal Receivables conveyed to the Trust
that are
Eligible Receivables is: . . . . . . . . . . . . . .
$__________.
26. As of the close of business on the second preceding Business
Day, the
aggregate of the Principal Receivables (less the aggregate
Discount
Portion of such Principal Receivables) conveyed to the Trust
that are
Eligible Receivables is: . . . . . . . . . . . . . .
$__________.
27. As of the close of business on the preceding Business Day,
the aggregate
of the Principal Receivables (before deducting the Discount
Portion of
new Receivables conveyed to the Trust on such date) conveyed
to the
Trust that are Eligible Receivables is:. . . . . . .
$__________.
28. The aggregate amount of new Receivables that are Eligible
Receivables
generated from the close of business on the second preceding
Business
Day through the close of business on the preceding Business
Day is [item
27 - item 25 + item 6B]: . . . . . . . . . . . . . .
$__________.
29. As of the preceding Business Day, the Discount Rate was. .
____%.
30. A. The Discount Portion of the new Receivables is
[item 28 x item
29]: . . . . . . . . . . . . . . . . . . . . . . . . . .
$__________.
B. The aggregate amount of new Receivables that are
Eligible
Receivables generated from the close of business on
the second
preceding Business Day through the close of
business on the close
of business on the preceding Business Day (less the
Discount
Portion of the new Receivables is [item 28 - item
30A]:$__________.
C. The cumulative Discount Portion from March 30,
1994:$__________.
31. As of the close of Business on the preceding Business Day,
the Pool
Balance
is [item 26 - item 6.D + item 30.B.]:. . . . . . . .
$__________.
32. As of the close of Business on the preceding Business Day,
the Series
Pool Balance for each Series is as follows [item 30 x item
11]:
Series Series Pool Balance
1994-1 $_________________
______ $_________________
etc.
33. As of the close of business on the preceding Business Day,
the amount,
if any, by which the sum of the Series Pool Balance for a
Series and the
amount on deposit in any Retained Amount Account (or similar
cash
retention account) established for such Series exceeds the
Required
Series Pool Balance for such Series is as follows:
Series Excess, if any
1994-1 $__________________
______ $__________________
etc.
34. Finance Charge Collections and Principal Collections
allocated to each
Series in accordance with items 12 and 13, respectively,
shall be
applied as set forth in the respective annex(es) attached to
this
Certificate.
35. As of the date hereof, to the best knowledge of the
undersigned, no
default in the performance of the obligations of the Servicer
under the
Agreement has occurred or is continuing except as follows:
[set forth in
detail the (i) nature of such default, (ii) the action taken
by the
Depositor and the Servicer, if any, to remedy such default
and (iii) the
current status of each such default; if applicable, insert
"None"].
36. As of the date hereof, to the best knowledge of the
undersigned, [no
Early Amortization Event has occurred and is continuing] [an
Early
Amortization Event has occurred with respect to Series_____].
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly
executed and
delivered this Certificate this ____ day of ______________,
199_.
GOTTSCHALKS
INC.,
as Servicer
By:_______________________
Servicing
Officer<PAGE>
Annex A to Exhibit B
Application of Investor Finance Charge
Collections and Investor Principal
Collections
allocated to the Series 1994-1
Servicer's Daily Report as of
_____________, 199_
1. Closing Balance of Collection
Account as of preceding Business Day:$____________
[To be supplied by Trustee (or
electronically accessed by Servicer)]
2. Closing Balance of Collection
Account as of second preceding Business
Day
(less amounts disbursed from the
Collection Account on the preceding
Business Day): $____________
[To be supplied by Trustee (or
electronically accessed by Servicer)]
3. Cash to be applied [item 1 - item
2]: $____________
4. Such cash shall be applied among the
Series by multiplying the amount of
such cash by the Series Allocation
Percentage for each Series:
Series
Cash
1994-1
$_________________
______
$_________________
etc.
Application of Cash for Series 1994-1.
5. Cash to be applied [from item 4]:$____________
6. Distribution to Holder of the
Exchangeable Certificate: $____________
7. Balance of cash to be retained in
the Collection Account or applied as
follows.
8. Amount to be deposited to Retained
Amount Account: $____________
9. Amount to be deposited to Prepayment
Account: $____________
10. Amount to be deposited to Spread
Account: $____________
11. Amount to be deposited to Successor
Servicer Account: $____________
12. Distribution to Depositor:$____________
[To be completed for future Series as and
when such Series are issued.]
Application of Cash for Series .
IN WITNESS WHEREOF, the
undersigned has duly executed and
delivered this Certificate this ____ day
of ______________, 199_.
GOTTSCHALKS INC.,
as Servicer
By:_______________________
Servicing Officer
<PAGE>
Annex B to Exhibit B
Daily allocation of Investor Finance
Charge
Collections and Investor Principal
Collections
allocated to the Series 1994-1
Data.
1. Servicer's Daily Report as of: _____________, 199_
2. Collection Period commencement date:
_____________, 199_
3. Collection Period termination date: _____________, 199_
4. Assumed Period commencement date: _____________, 199_
5. Assumed Period termination date: _____________, 199_
6. Number of days in Assumed Period: _________
7. Interest Period commencement date: _____________, 199_
8. Interest Period termination date: _____________, 199_
9. Number of days in Interest Period: _________
10. FBC Invested Amount as of last day
of Preceding Collection Period: $_______________
11. VBC Invested Amount as of last day
of Preceding Collection Period: $_______________
12. Subordinated Invested Amount as of
last day of Preceding Collection Period: $_______________
13. Required Series Pool Balance as of
last day of Preceding Collection Period: $_______________
[item 10 + item 11 + item 12]
14. FBC Investor Percentage for the
Related Collection Period: ______%
[item 10/(item 10 + item 11)]
15. VBC Investor Percentage for the
Related Collection Period: ______%
[item 11/(item 10 + item 11)]
16. FBC Allocation Percentage for the
Related Collection Period: ______%
[item 10/item 13]
17. VBC Allocation Percentage for the
Related Collection Period: ______%
[item 11/item 13]
18. Subordinated Allocation Percentage
for the Related Collection Period:______%
[item 12/item 13]
19. Assumed VBC Invested Amount:
A. Servicer [has] [has not]
received notice from the Depositor
of its
intent to (i) draw on the
variable base facility evidenced by the
Variable Base Certificate or
(ii) prepay the VBC Invested Amount.
B. If Servicer has not received
such notice, Assumed VBC
Invested Amount
will be the VBC Invested
Amount as of the preceding Distribution
Date: $_______________
C. If Servicer has received such
notice, the Assumed VBC Invested
Amount: $_______________
20. Maximum Monthly Senior Servicing
Fee: $_______________
[1/12 x 2.5% x (item 10 + item 19 +
item 12)]
21. Monthly Senior Servicing Fee:$_______________
[1/12 x 2.5% x item 13; in the case
of the initial Collection Period
only,
1/12 x 2.5% x item 13 x 1/30]
22. FBC Interest Rate: 7.35%
23. FBC Monthly Interest due on Related
Distribution Date: $_______________
[1/12 x 7.35% x item 10; in the case
of the initial Collection Period only,
1/12 x 7.35% x item 10 x 15/30]
24. FBC Monthly Interest previously due
but not distributed on a prior
Distribution Date: $_______________
25. FBC Additional Interest due on
Related Distribution Date:$_______________
26. FBC Additional Interest previously
due but not distributed on a
prior Distribution Date:$_______________
27. FBC Carryover Interest for the
Related Collection Period:$_______________
[item 24 + item 25 + item 26]
28. Maximum VBC Interest Rate: 12%
29. Maximum VBC Monthly Interest for the
current Collection Period:$_______________
[12% x item 19 x (item 9/360)]
30. Reset Date: __________, 199_
31. LIBOR on Reset Date: ______%
32. Spread over LIBOR for Variable Base
Certificate: 1%
33. VBC Interest Rate for the current
Collection Period: ______%
[lesser of (a) item 28 or (b) item
31 + item 32]
34. VBC Monthly Interest for the current
Collection Period: $_______________
[item 33 x item 11 x (item 9/360)]
35. VBC Monthly Interest previously due
but not distributed
on a prior Distribution Date:$_______________
36. VBC Additional Interest due on
Related Distribution Date:$_______________
37. VBC Additional Interest previously
due but not distributed
on a prior Distribution Date:$_______________
38. VBC Carryover Interest for the
Related Collection Period:$_______________
[item 35 + item 36 + item 37]
39. Maximum VBC Unutilized Commitment
Fee: $_______________
[($15,000,000 - item 19) x 0.375% x
(item 9/365 or 366)]
40. VBC Unutilized Commitment Fee: $_______________
[($15,000,000 - item 11) x 0.375% x
(item 9/365 or 366)]
41. VBC Unutilized Commitment Fee
Shortfall: $_______________
42. Senior Investor Default Holdback
Amount:
A. Collection Period with highest
default rate during the
preceding twelve
Collection Periods ("Highest
Collection Period"):___________, 199_
B. Default rate during the
Highest Collection Period: ____%
C. Aggregate amount of
Receivables owned by the Trust
on the first day
of the current Collection
Period: $_______________
D. Series Allocation Percentage
for the Series 1994-1 for the
current
Collection Period: ____%
E. Floating Allocation Percentage
for the current Collection
Period: ____%
F. Product of items 42.B. x 42.C.
x 42.D. x 42.E. $_______________
G. Projected Investor Default
Amount for current Collection Period:$_______________
H. Invested Amount for current
Collection Period: $_______________
I. Required Series Pool Balance
for current Collection Period:$_______________
J. Senior Investor Default
Holdback Amount [higher of item 42.F. or
item 42.G. (or, in the case of
the initial Collection Period,
$12,180.24)
x item 42.H./item 42.I.]:$_______________
43. Amount of unreimbursed FBC Investor
Charge-Offs as of the
preceding Distribution Date:$_______________
44. Amount of unreimbursed VBC Investor
Charge-Offs as of the
preceding Distribution Date:$_______________
45. Subordinated Investor Default
Holdback Amount:
A. Default rate during the
Highest Collection Period: ____%
B. Aggregate amount of Principal
Receivables owned by the Trust
on the
first day of the current
Collection Period:$_______________
C. Series Allocation Percentage
for the Series 1994-1 for the
current
Collection Period: ____%
D. Floating Allocation Percentage
for the current Collection
Period: ____%
E. Product of items 45.A. x 45.B.
x 45.C. x 45.D. $_______________
F. Projected Investor Default
Amount for current Collection Period:$_______________
G. Subordinated Invested Amount
for current Collection Period:$_______________
H. Required Series Pool Balance
for current Collection Period:$_______________
I. Subordinated Investor Default
Holdback Amount [higher of item 45.E. or
item 45.F. (or, in the case of
the initial Collection Period,
$12,180.24)
x item 45.G./item 45.H.]:$_______________
46. Spread Requirement:
A. Portfolio Yield for
immediately preceding Collection Period:
I. Investor Finance Charge
Collections: $_______________
II. Investor Default Amount:$_______________
III. Required Series Pool
Balance: $_______________
IV. Portfolio Yield_____%
[(item 46.A.I. - item
46.A.II.)/item 46.A.III.]
B. Base Rate for immediately
preceding Collection Period: _____%
Was Portfolio Yield less than
Base Rate plus 0.5%: [Yes][No]
C. Portfolio Yield for second
preceding Collection Period:
I. Investor Finance Charge
Collections: $_______________
II. Investor Default Amount:$_______________
III. Required Series Pool
Balance: $_______________
IV. Portfolio Yield_____%
[(item 46.C.I. - item
46.C.II.)/item 46.C.III.]
D. Base Rate for second preceding
Collection Period: _____%
Was Portfolio Yield less than
Base Rate plus 0.5%: [Yes][No]
E. Sum of the amounts from items
21, 23, 27, 34, 38, 40 and 41
of Annex A of the Daily
Reports for the preceding Collection
Period: $_______________
F. Balance in Spread Account:$_______________
Unless Portfolio Yield was less than
Base Rate plus 0.5% for
immediately preceding and second
preceding Collection Periods,
the Spread Requirement shall be
zero.
If Portfolio Yield was less than
Base Rate plus 0.5% for immediately
preceding and second preceding
Collection Periods, the Spread Requirement
shall be amount equal to item 46E
minus item 46F:
G. Spread Requirement:$_______________
47. A. Amount of unreimbursed
Subordinated Investor (FBC)
Charge-Offs
as of the preceding
Distribution Date: $_______________
B. Amount of unreimbursed
Subordinated Investor (VBC)
Charge-Offs
as of the preceding
Distribution Date: $_______________
48. Projected Make Whole Premium:
Projected Make Whole Premium shall
be $0 unless the Early Amortization
Period commenced (1) on any date on
or after August 31, 1997 or (2) as a
result of the occurrence of an Early
Amortization Event of the type
described in Sections 7.01(a), (c),
(e), (f), (g) or (j) of Series 1994-
1 Supplement caused directly or
indirectly by (A) the imposition of
a Block Period, (B) the removal of
Removed Accounts, (C) the issuance
of a new Series and/or the willful
breach by the Servicer (so long as
the Servicer is Gottschalks) of its
obligations under the Agreement and
Series 1994-1 Supplement
A. Remaining Scheduled Payments:
I. Number of remaining
scheduled payments (i.e., 12 minus number
of
payments made since
Early Amortization Period commenced):______
II. Sum of the interest that
would be payable on each
remaining scheduled
payment date: $_______________
III. Collection Period with
highest FBC Principal Collections
during the past three
Collection Periods: ___________, 199_
IV. Accelerated Payment
(i.e., FBC Principal Collections
during that Collection
Period): $_______________
V. Remaining Scheduled
Payments: $_______________
[item 48.A.II. + item
48.A.IV.]
B. Remaining Average Life:
I. Remaining Dollar-Years:
For each remaining
scheduled payment multiply the amount of
such
such payment by the
number of years (calculated to the nearest
one-twelfth) from the
Distribution Date on which the Make Whole
Premium payment that is
being calculated is to be paid to the
Distribution Date on
which such payment would otherwise have
been
made had the Early
Amortization Period not commenced.
Remaining Dollar-Years
(i.e., aggregate of the
amounts described in
preceding paragraph: $_______________
II. FBC Invested Amount at
time of calculation: $_______________
III. Remaining Average Life:_________
[item 48.B.I./item
48.B.II.]
C. Reinvestment Yield:
I. Yield as shown on page
678 of the Telerate
Service at 10:00 a.m.
New York City time on
the first day of the Collection Period (or
if such day is not a
Business Day, the first Business Day
thereafter)
for actively traded U.S.
Treasury securities which have a yield to
maturity closest to the
Remaining Average Life: _____%
II. Reinvestment Yield
(i.e., yield as so reported, plus 0.5%):_____%
D. Discounted Value (amount
obtained by discounting all Remaining
Scheduled
Payments at the Reinvestment
Yield and aggregating such amounts):$_______________
E. Projected Make Whole Premium:$_______________
[item 48.D. - item 48.A.IV.]
49. Maximum Monthly Subordinated
Servicing Fee: $_______________
50. Monthly Subordinated Servicing Fee:$_______________
[1/12 x 0.5% x item 13; in the case
of the initial Collection Period only,
1/12 x 0.5% x item 13 x 1/30]
51. Current Discount Rate: ______%
52. Additional Discount Rate:
A. VBC Interest Rate:______%
B. Initial VBC Interest Rate:______%
C. Monthly Payment Rate for
preceding Collection Period:
I. Investor Principal
Collections for preceding Collection
Period: $______________
II. Required Series Pool
Balance for preceding Collection
Period: $______________
III. Monthly Payment Rate for
preceding Collection Period: ______%
[item 52.C.I./item
52.C.II]
D. Monthly Payment Rate for
second preceding Collection Period:
I. Investor Principal
Collections for second preceding
Collection Period:$______________
II. Required Series Pool
Balance for second preceding
Collection Period:$______________
III. Monthly Payment Rate for
second preceding Collection Period:______%
[item 52.D.I./item
52.D.II]
E. Monthly Payment Rate for third
preceding Collection Period:
I. Investor Principal
Collections for third preceding
Collection Period:$______________
II. Required Series Pool
Balance for third preceding
Collection Period:$______________
III. Monthly Payment Rate for
third preceding Collection Period:_____%
[item 52.E.I./item
52.E.II]
F. Weighted average Monthly
Payment Rate: _____%
[(item 52.C.III. + item
52.D.III. + item 52.E.III.)/3]
G. Additional Discount Rate:_____%
[((item 52.A. - item 52.B.) x
0.229091)/(item 52.F. x 12)]
<PAGE>
Allocation of Investor Finance Charge Collections.
If Allocation Day is in the Assumed Period complete the following
information:
Amount Due
Opening
Balance
Closing
Balance
Maximum Monthly Senior Servicing Fee
FBC Monthly Interest
FBC Carryover Interest
Maximum VBC Monthly Interest
VBC Carryover Interest
Maximum VBC Unutilized Commitment Fee
VBC Carryover Unutilized Commitment Fee
Senior Investor Default Holdback Amount
Spread Requirement
Unreimbursed FBC Investor Charge-Offs
Unreimbursed VBC Investor Charge-Offs
Subordinated Investor Default Holdback Amount
Unreimbursed Subordinated Investor (FBC) Charge-Offs
Unreimbursed Subordinated Investor (VBC) Charge-Offs
Projected Make Whole Premium
Unpaid Make Whole Premiums
Maximum Monthly Subordinated Servicing Fee
Unpaid Monthly Subordinated Servicing Fee
<PAGE>
If Allocation Day is not in the Assumed Period complete the
following information:
Amount Due
Opening
Balance
Closing
Balance
Monthly Senior Servicing Fee
FBC Monthly Interest
FBC Carryover Interest
VBC Monthly Interest
VBC Carryover Interest
VBC Unutilized Commitment Fee
VBC Carryover Unutilized Commitment Fee
Senior Investor Default Holdback Amount
Spread Requirement
Unreimbursed FBC Investor Charge-Offs
Unreimbursed VBC Investor Charge-Offs
Subordinated Investor Default Holdback Amount
Unreimbursed Subordinated Investor (FBC) Charge-Offs
Unreimbursed Subordinated Investor (VBC) Charge-Offs
Projected Make Whole Premium
Unpaid Make Whole Premiums
Monthly Subordinated Servicing Fee
Unpaid Monthly Subordinated Servicing Fee
Add, as applicable, one of the following: (A) allocation of
Series Principal Collections during FBC Revolving Period and VBC
Revolving Period, (B) allocation of
Series Principal Collections during VBC Controlled Amortization
Period and FBC Revolving Period, (C) allocation of Series
Principal Collections during VBC
Controlled Amortization Period and FBC Controlled Amortization
Period, or (D) allocation during Early Amortization Period.<PAGE>
A. Allocation of
Series Principal Collections during VBC
Revolving Period
and FBC Revolving Period.
53. Series Principal Collections:
$_______________
54. Series Principal FBC Collections:
$_______________
[item 53 x item 16]
55. Series Principal VBC Collections:
$_______________
[item 53 x item 17]
56. Series Principal SC Collections:
$_______________
[item 53 x item 18]
57. Series Principal SC (FBC Component) Collections:
$_______________
[item 56 x item 14]
58. Series Principal SC (VBC Component) Collections:
$_______________
[item 56 x item 15]
59. Required Series Pool Balance as of last day of Preceding
Collection
Period:
$_______________
60. Series Pool Balance as of last day of Preceding Collection
Period:$_______________
61. Floating Allocation Percentage:
_____%
[item 59/item 60]
62. Exchangeable Holder's FBC Percentage:
_____%
[100% - item 61]
63. Amount of Series Principal FBC Collections to Exchangeable
Holder:$_______________
[item 54 x item 62]
64. Amount of Series Principal SC (FBC Component) Collections to
Exchangeable Holder:
$_______________
[item 57 x item 62]
65. FBC Principal Collections:
$_______________
[item 54 - item 63]
66. Subordinated Principal (FBC Component)
Collections:$_______________
[item 57 - item 64]
67. Exchangeable Holder's VBC Percentage:
_____%
[100% - item 61]
68. Amount of Series Principal VBC Collections to Exchangeable
Holder:$_______________
[item 55 x item 67]
69. Amount of Series Principal SC (VBC Component) Collections to
Exchangeable Holder:
$_______________
[item 58 x item 67]
70. VBC Principal Collections:
$_______________
[item 55 - item 68]
71. Subordinated Principal (VBC Component)
Collections:$_______________
[item 58 - item 69]
72. Series Pool Balance at close of business on the previous
Business Day:$_______________
73. Balance of Retained Amount Account:
$_______________
74. Balance of Prepayment Account:
$_______________
75. Maximum deposit to Retained Amount Account:
$_______________
[Amount, if positive, after subtracting sum of items 72, 73
and 74 from
item 59]
Allocation of FBC Principal Collections.
76. Unreimbursed FBC Investor Charge-Offs as of the preceding
Distribution Date:
$_______________
77. Subordinated Principal (FBC Component) Collections retained
since
commencement
of Collection Period to reimburse unreimbursed FBC Investor
Charge-Offs:$_______________
78. FBC Principal Collections to be retained pursuant to
Section 4.01(d)(i)(A)(1) of the Series 1994-1
Supplement:$_______________
[item 76 - item 77]
79. Remaining FBC Principal Collections:
$_______________
[item 65 - item 78]
80. FBC portion of deposit required to be made to Retained Amount
Account
pursuant to Section 4.01(d)(i)(A)(2) of the Series 1994-1
Supplement:$_______________
[item 16 x item 75]
81. Remaining FBC Principal Collections:
$_______________
[item 79 - item 80]
82. Deposit, if any, to Successor Servicer Account:
$_______________
83. Remaining FBC Principal Collections to be distributed to
Depositor
pursuant to Section 4.01(d)(i)(A)(3) of the 1994-1 Series
Supplement:$_______________
[item 81 - item 82]
Allocation of VBC Principal Collections.
84. Unreimbursed VBC Investor Charge-Offs as of the preceding
Distribution Date:
$_______________
85. Subordinated Principal (VBC Component) Collections retained
since
commencement of Collection Period to reimburse unreimbursed
FBC Investor
Charge-Offs and unreimbursed VBC Investor
Charge-Offs:$_______________
86. VBC Principal Collections to be retained pursuant to
Section 4.01(d)(ii)(A)(1) of the Series 1994-1
Supplement:$_______________
[item 84 - item 85]
87. Remaining VBC Principal Collections:
$_______________
[item 70 - item 86]
88. VBC portion of deposit required to be made to Retained Amount
Account
pursuant to Section 4.01(d)(ii)(A)(2) of the Series 1994-1
Supplement:$_______________
[item 17 x item 75]
89. Remaining VBC Principal Collections:
$_______________
[item 87 - item 88]
90. Deposit, if any, to Prepayment Account pursuant to
Section 4.01(d)(ii)(A)(3) of the Series 1994-1
Supplement:$_______________
91. Remaining VBC Principal Collections:
$_______________
[item 89 - item 91]
92. Deposit, if any, to Successor Servicer Account:
$_______________
93. Remaining VBC Principal Collections to be distributed to
Depositor
pursuant to Section 4.01(d)(ii)(A)(4) of the Series 1994-1
Supplement:$_______________
[item 91 - item 92]
Allocation of Subordinated Principal (FBC Component) Collections.
94. For the last day of the Collection Period only.
A. Investor Default Amount for such Collection
Period:$_______________
B. Product of Investor Default Amount and FBC
Allocation Percentage:$_______________
[Item 94.A x item 16]
C. Amount of Investor Finance Charge Collections
allocated during the Collection Period on account
of the Senior
Investor Default Holdback Amount pursuant to
Section
4.01(c)(iii)
of the Series 1994-1 Supplement:
$_______________
D. Product of holdback and FBC Investor
Percentage:$_______________
[item 94.C x item 14]
E. Subordinated Principal (FBC Component) Collections
to be
reallocated on the last day of the Collection
Period pursuant
to Section 4.01(d)(iii)(A)(1) of the 1994-1 Series
Supplement:$_______________
[item 94.B. - item 94.D, if positive]
95. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 66 - item 94.E.]
96. Unreimbursed FBC Investor Charge-Offs as of the preceding
Distribution
Date:
$_______________
97. Principal Collections retained since commencement of
Collection Period
to reimburse unreimbursed FBC Investor
Charge-Offs:$_______________
98. Subordinated Principal (FBC Component) Collections to be
retained
pursuant to
Section 4.01(d)(iii)(A)(2) of the Series 1994-1
Supplement:$_______________
[item 96 - item 97]
99. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 95 - item 98]
100. Unreimbursed Subordinated Investor (FBC)
Charge-Offs as of the preceding
Distribution Date:
$_______________
101. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed Subordinated Investor (FBC)
Charge-Offs:$_______________
102. Subordinated Principal (FBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iii)(A)(3) of the Series 1994-1
Supplement:$_______________
[item 100 - item 101]
103. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 99 - item 102]
104. Subordinated Certificate portion of deposit
required to be made to
Retained Amount Account purusant to Section
4.01(d)(iii)(A)(4) of the
Series 1994-1 Supplement:
$_______________
[item 18 x item 14 x item 66]
105. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 103 - item 104]
106. Deposit, if any, to Successor Servicer
Account:$_______________
107. Remaining Subordinated Principal (FBC Component)
Collections to be
distributed to Depositor pursuant to Section
4.01(d)(iii)(A)(5) of
the Series 1994-1 Supplement:
$_______________
[item 105 - item 106]
Allocation of Subordinated Principal (VBC Component) Collections.
108. For the last day of the Collection Period only.
A. Investor Default Amount for such Collection
Period:$_______________
B. Product of Investor Default Amount and VBC
Allocation Percentage:$_______________
[Item 108.A x item 17]
C. Amount of Investor Finance Charge Collections
allocated during the Collection Period on account
of the Senior
Investor Default Holdback Amount pursuant to
Section
4.01(c)(iii)
of the Series 1994-1 Supplement:
$_______________
D. Product of holdback and VBC Investor
Percentage:$_______________
[item 108.C x item 15]
E. Subordinated Principal (VBC Component) Collections
to be
reallocated on the last day of the Collection
Period pursuant
to Section 4.01(d)(iv)(A)(1) of the 1994-1 Series
Supplement:$_______________
[item 108.B. - item 108.D, if positive]
109. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 71 - item 108.E.]
110. Unreimbursed VBC Investor Charge-Offs as of the
preceding Distribution
Date:
$_______________
111. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed VBC Investor
Charge-Offs:$_______________
112. Subordinated Principal (VBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iv)(A)(2) of the Series 1994-1
Supplement:$_______________
[item 110 - item 111]
113. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 109 - item 112]
114. Unreimbursed Subordinated Investor (VBC)
Charge-Offs as of the preceding
Distribution Date:
$_______________
115. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed Subordinated Investor (VBC)
Charge-Offs:$_______________
116. Subordinated Principal (VBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iv)(A)(3) of the Series 1994-1
Supplement:$_______________
[item 114 - item 115]
117. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 113 - item 116]
118. Subordinated Certificate portion of deposit
required to be made to
Retained Amount Account purusant to Section 4.01(d)(iv)(A)(4)
of the
Series 1994-1 Supplement:
$_______________
[item 18 x item 15 x item 71]
119. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 117 - item 118]
120. Deposit, if any, to Successor Servicer
Account:$_______________
121. Remaining Subordinated Principal (VBC Component)
Collections to be
distributed to Depositor pursuant to Section
4.01(d)(iv)(A)(5) of
the Series 1994-1 Supplement:
$_______________
[item 119 - item 120]
[End of Daily Report]<PAGE>
B. Allocation of Series Principal
Collections during VBC
Controlled
Amortization Period and FBC Revolving Period.
53. Series Principal Collections:
$_______________
54. Series Principal FBC Collections:
$_______________
[item 53 x item 16]
55. Series Principal VBC Collections:
$_______________
[item 53 x item 17]
56. Series Principal SC Collections:
$_______________
[item 53 x item 18]
57. Series Principal SC (FBC Component) Collections:
$_______________
[item 56 x item 14]
58. Series Principal SC (VBC Component) Collections:
$_______________
[item 56 x item 15]
59. Required Series Pool Balance as of last day of Preceding
Collection
Period:
$_______________
60. Series Pool Balance as of last day of Preceding Collection
Period:$_______________
61. Floating Allocation Percentage:
_____%
[item 59/item 60]
62. Exchangeable Holder's FBC Percentage:
_____%
[100% - item 61]
63. Amount of Series Principal FBC Collections to Exchangeable
Holder:$_______________
[item 54 x item 62]
64. Amount of Series Principal SC (FBC Component) Collections to
Exchangeable Holder:
$_______________
[item 57 x item 62]
65. FBC Principal Collections:
$_______________
[item 54 - item 63]
66. Subordinated Principal (FBC Component)
Collections:$_______________
[item 57 - item 64]
67. Required Series Pool Balance as of last day of VBC Revolving
Period:$_______________
68. Series Pool Balance as of last day of Preceding Collection
Period:$_______________
69. Fixed/Floating Allocation VBC Percentage:
_____%
[item 67/item 68]
70. Exchangeable Holder's VBC Percentage:
_____%
[100% - item 69]
71. Amount of Series Principal VBC Collections to Exchangeable
Holder:$_______________
[item 55 x item 70]
72. Amount of Series Principal SC (VBC Component) Collections to
Exchangeable Holder:
$_______________
[item 58 x item 70]
73. VBC Principal Collections:
$_______________
[item 55 - item 71]
74. Subordinated Principal (VBC Component)
Collections:$_______________
[item 58 - item 72]
75. Series Pool Balance at close of business on the previous
Business Day:$_______________
76. Balance of Retained Amount Account:
$_______________
77. Balance of Prepayment Account:
$_______________
78. Maximum deposit to Retained Amount Account:
$_______________
[Amount, if positive, after subtracting sum of items 75, 76
and 77 from
item 59]
Allocation of FBC Principal Collections.
79. Unreimbursed FBC Investor Charge-Offs as of the preceding
Distribution Date:
$_______________
80. Subordinated Principal (FBC Component) Collections retained
since
commencement
of Collection Period to reimburse unreimbursed FBC Investor
Charge-Offs:$_______________
81. FBC Principal Collections to be retained pursuant to
Section 4.01(d)(i)(A)(1) of the Series 1994-1
Supplement:$_______________
[item 79 - item 80]
82. Remaining FBC Principal Collections:
$_______________
[item 65 - item 81]
83. FBC portion of deposit required to be made to Retained Amount
Account
pursuant to Section 4.01(d)(i)(A)(2) of the Series 1994-1
Supplement:$_______________
[item 16 x item 78]
84. Remaining FBC Principal Collections:
$_______________
[item 82 - item 83]
85. Deposit, if any, to Successor Servicer Account:
$_______________
86. Remaining FBC Principal Collections to be distributed to
Depositor
pursuant to Section 4.01(d)(i)(A)(3) of the 1994-1 Series
Supplement:$_______________
[item 84 - item 85]
Allocation of VBC Principal Collections.
87. VBC Controlled Distribution Amount:
$_______________
88. VBC Principal Collections previously allocated to
pay the VBC Controlled Distribution Amount:
$_______________
89. VBC Principal Collections allocated to pay the VBC Controlled
Distribution Amount pursuant to Section 4.01(d)(ii)(B)(1) of
the Series 1994-1 Supplement:
$_______________
[item 87 - item 88]
90. Remaining VBC Principal Collections:
$_______________
[item 73 - item 89]
91. Unreimbursed VBC Investor Charge-Offs as of the preceding
Distribution Date:
$_______________
92. Subordinated Principal (VBC Component) Collections retained
since
commencement of Collection Period to reimburse unreimbursed
VBC Investor
Charge-Offs and unreimbursed VBC Investor
Charge-Offs:$_______________
93. VBC Principal Collections to be retained pursuant to
Section 4.01(d)(ii)(B)(2) of the Series 1994-1
Supplement:$_______________
[item 91 - item 92]
94. Remaining VBC Principal Collections:
$_______________
[item 90 - item 93]
95. VBC portion of deposit required to be made to Retained Amount
Account
pursuant to Section 4.01(d)(ii)(B)(3) of the Series 1994-1
Supplement:$_______________
[item 17 x item 78]
96. Remaining VBC Principal Collections:
$_______________
[item 94 - item 95]
97. Deposit, if any, to Successor Servicer Account:
$_______________
98. Remaining VBC Principal Collections to be distributed to
Depositor
pursuant to Section 4.01(d)(ii)(B)(4) of the Series 1994-1
Supplement:$_______________
[item 96 - item 95]
Allocation of Subordinated Principal (FBC Component) Collections.
99. For the last day of the Collection Period only.
A. Investor Default Amount for such Collection
Period:$_______________
B. Product of Investor Default Amount and FBC
Allocation Percentage:$_______________
[Item 99.A x item 16]
C. Amount of Investor Finance Charge Collections
allocated during the Collection Period on account
of the Senior
Investor Default Holdback Amount pursuant to
Section
4.01(c)(iii)
of the Series 1994-1 Supplement:
$_______________
D. Product of holdback and FBC Investor
Percentage:$_______________
[item 99.C x item 14]
E. Subordinated Principal (FBC Component) Collections
to be
reallocated on the last day of the Collection
Period pursuant
to Section 4.01(d)(iii)(A)(1) of the 1994-1 Series
Supplement:$_______________
[item 99.B. - item 99.D, if positive]
100. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 66 - item 99.E.]
101. Unreimbursed FBC Investor Charge-Offs as of the
preceding Distribution
Date:
$_______________
102. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed FBC Investor
Charge-Offs:$_______________
103. Subordinated Principal (FBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iii)(A)(2) of the Series 1994-1
Supplement:$_______________
[item 101 - item 102]
104. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 100 - item 103]
105. Unreimbursed Subordinated Investor (FBC)
Charge-Offs as of the preceding
Distribution Date:
$_______________
106. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed Subordinated Investor (FBC)
Charge-Offs:$_______________
107. Subordinated Principal (FBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iii)(A)(3) of the Series 1994-1
Supplement:$_______________
[item 105 - item 106]
108. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 104 - item 107]
109. Subordinated Certificate portion of deposit
required to be made to
Retained Amount Account purusant to Section
4.01(d)(iii)(A)(4) of the
Series 1994-1 Supplement:
$_______________
[item 18 x item 14 x item 66]
110. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 108 - item 109]
111. Deposit, if any, to Successor Servicer
Account:$_______________
112. Remaining Subordinated Principal (FBC Component)
Collections to be
distributed to Depositor pursuant to Section
4.01(d)(iii)(A)(5) of
the Series 1994-1 Supplement:
$_______________
[item 110 - item 111]
Allocation of Subordinated Principal (VBC Component) Collections.
113. For the last day of the Collection Period only.
A. Investor Default Amount for such Collection
Period:$_______________
B. Product of Investor Default Amount and VBC
Allocation Percentage:$_______________
[Item 113.A x item 17]
C. Amount of Investor Finance Charge Collections
allocated during the Collection Period on account
of the Senior
Investor Default Holdback Amount pursuant to
Section
4.01(c)(iii)
of the Series 1994-1 Supplement:
$_______________
D. Product of holdback and VBC Investor
Percentage:$_______________
[item 113.C x item 15]
E. Subordinated Principal (VBC Component) Collections
to be
reallocated on the last day of the Collection
Period pursuant
to Section 4.01(d)(iv)(B)(1) of the 1994-1 Series
Supplement:$_______________
[item 113.B. - item 113.D, if positive]
114. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 74 - item 113.E.]
115. Unreimbursed VBC Investor Charge-Offs as of the
preceding Distribution
Date:
$_______________
116. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed VBC Investor
Charge-Offs:$_______________
117. Subordinated Principal (VBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iv)(B)(2) of the Series 1994-1
Supplement:$_______________
[item 115 - item 116]
118. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 114 - item 117]
119. Unreimbursed Subordinated Investor (VBC)
Charge-Offs as of the preceding
Distribution Date:
$_______________
120. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed Subordinated Investor (VBC)
Charge-Offs:$_______________
121. Subordinated Principal (VBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iv)(B)(3) of the Series 1994-1
Supplement:$_______________
[item 120 - item 121]
122. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 118 - item 121]
123. Subordinated Certificate portion of deposit
required to be made to
Retained Amount Account purusant to Section 4.01(d)(iv)(B)(4)
of the
Series 1994-1 Supplement:
$_______________
[item 18 x item 15 x item 74]
124. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 122 - item 123]
125. Deposit, if any, to Successor Servicer
Account:$_______________
126. Remaining Subordinated Principal (VBC Component)
Collections to be
distributed to Depositor pursuant to Section
4.01(d)(iv)(B)(5) of
the Series 1994-1 Supplement:
$_______________
[item 124 - item 125]
[End of Daily Report]<PAGE>
C. Allocation of Series Principal
Collections During FBC
Controlled
Amortization Period and VBC Controlled Amortization Period.
53. Series Principal Collections:
$_______________
54. Series Principal FBC Collections:
$_______________
[item 53 x item 16]
55. Series Principal VBC Collections:
$_______________
[item 53 x item 17]
56. Series Principal SC Collections:
$_______________
[item 53 x item 18]
57. Series Principal SC (FBC Component) Collections:
$_______________
[item 56 x item 14]
58. Series Principal SC (VBC Component) Collections:
$_______________
[item 56 x item 15]
59. Required Series Pool Balance as of last day of FBC Revolving
Period:$_______________
60. Series Pool Balance as of last day of Preceding Collection
Period:$_______________
61. Fixed/Floating Allocation FBC Percentage:
_____%
[item 59/item 60]
62. Exchangeable Holder's FBC Percentage:
_____%
[100% - item 61]
63. Amount of Series Principal FBC Collections to Exchangeable
Holder:$_______________
[item 54 x item 62]
64. Amount of Series Principal SC (FBC Component) Collections to
Exchangeable Holder:
$_______________
[item 57 x item 62]
65. FBC Principal Collections:
$_______________
[item 54 - item 63]
66. Subordinated Principal (FBC Component)
Collections:$_______________
[item 57 - item 64]
67. Required Series Pool Balance as of last day of VBC Revolving
Period:$_______________
68. Series Pool Balance as of last day of Preceding Collection
Period:$_______________
69. Fixed/Floating Allocation VBC Percentage:
_____%
[item 67/item 68]
70. Exchangeable Holder's VBC Percentage:
_____%
[100% - item 69]
71. Amount of Series Principal VBC Collections to Exchangeable
Holder:$_______________
[item 55 x item 70]
72. Amount of Series Principal SC (VBC Component) Collections to
Exchangeable Holder:
$_______________
[item 58 x item 70]
73. VBC Principal Collections:
$_______________
[item 55 - item 71]
74. Subordinated Principal (VBC Component)
Collections:$_______________
[item 58 - item 72]
75. Series Pool Balance at close of business on the previous
Business Day:$_______________
76. Balance of Retained Amount Account:
$_______________
77. Balance of Prepayment Account:
$_______________
78. Maximum deposit to Retained Amount Account:
$_______________
[Amount, if positive, after subtracting sum of items 75, 76
and 77 from
item 59]
Allocation of FBC Principal Collections.
79. FBC Controlled Distribution Amount:
$_______________
80. FBC Principal Collections previously allocated to
pay the FBC Controlled Distribution Amount:
$_______________
81. FBC Principal Collections allocated to pay the FBC Controlled
Distribution Amount pursuant to Section 4.01(d)(i)(B)(1) of
the Series 1994-1 Supplement:
$_______________
[item 79 - item 80]
82. Remaining FBC Principal Collections:
$_______________
[item 65 item 81]
83. Unreimbursed FBC Investor Charge-Offs as of the preceding
Distribution Date:
$_______________
84. Subordinated Principal (FBC Component) Collections retained
since
commencement
of Collection Period to reimburse unreimbursed FBC Investor
Charge-Offs:$_______________
85. FBC Principal Collections to be retained pursuant to
Section 4.01(d)(i)(B)(2) of the Series 1994-1
Supplement:$_______________
[item 83 - item 84]
86. Remaining FBC Principal Collections:
$_______________
[item 82 - item 85]
87. FBC portion of deposit required to be made to Retained Amount
Account
pursuant to Section 4.01(d)(i)(B)(3) of the Series 1994-1
Supplement:$_______________
[item 16 x item 78]
88. Remaining FBC Principal Collections:
$_______________
[item 86 - item 87]
89. Deposit, if any, to Successor Servicer Account:
$_______________
90. Remaining FBC Principal Collections to be distributed to
Depositor
pursuant to Section 4.01(d)(i)(B)(4) of the 1994-1 Series
Supplement:$_______________
[item 88 - item 89]
Allocation of VBC Principal Collections.
91. VBC Controlled Distribution Amount:
$_______________
92. VBC Principal Collections previously allocated to
pay the VBC Controlled Distribution Amount:
$_______________
93. VBC Principal Collections allocated to pay the VBC Controlled
Distribution Amount pursuant to Section 4.01(d)(ii)(B)(1) of
the Series 1994-1 Supplement:
$_______________
[item 91 - item 92]
94. Remaining VBC Principal Collections:
$_______________
[item 73 - item 93]
95. Unreimbursed VBC Investor Charge-Offs as of the preceding
Distribution Date:
$_______________
96. Subordinated Principal (VBC Component) Collections retained
since
commencement of Collection Period to reimburse unreimbursed
VBC Investor
Charge-Offs and unreimbursed VBC Investor
Charge-Offs:$_______________
97. VBC Principal Collections to be retained pursuant to
Section 4.01(d)(ii)(B)(2) of the Series 1994-1
Supplement:$_______________
[item 95 - item 96]
98. Remaining VBC Principal Collections:
$_______________
[item 94 - item 97]
99. VBC portion of deposit required to be made to Retained Amount
Account
pursuant to Section 4.01(d)(ii)(B)(3) of the Series 1994-1
Supplement:$_______________
[item 17 x item 78]
100. Remaining VBC Principal Collections:
$_______________
[item 98 - item 99]
101. Deposit, if any, to Successor Servicer
Account:$_______________
102. Remaining VBC Principal Collections to be
distributed to Depositor
pursuant to Section 4.01(d)(ii)(B)(4) of the Series 1994-1
Supplement:$_______________
[item 100 - item 101]
Allocation of Subordinated Principal (FBC Component) Collections.
103. For the last day of the Collection Period only.
A. Investor Default Amount for such Collection
Period:$_______________
B. Product of Investor Default Amount and FBC
Allocation Percentage:$_______________
[Item 103.A x item 16]
C. Amount of Investor Finance Charge Collections
allocated during the Collection Period on account
of the Senior
Investor Default Holdback Amount pursuant to
Section
4.01(c)(iii)
of the Series 1994-1 Supplement:
$_______________
D. Product of holdback and FBC Investor
Percentage:$_______________
[item 103.C x item 14]
E. Subordinated Principal (FBC Component) Collections
to be
reallocated on the last day of the Collection
Period pursuant
to Section 4.01(d)(iii)(B)(1) of the 1994-1 Series
Supplement:$_______________
[item 103.B. - item 103.D, if positive]
104. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 66 - item 103.E.]
105. Unreimbursed FBC Investor Charge-Offs as of the
preceding Distribution
Date:
$_______________
106. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed FBC Investor
Charge-Offs:$_______________
107. Subordinated Principal (FBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iii)(B)(2) of the Series 1994-1
Supplement:$_______________
[item 105 - item 106]
108. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 104 - item 107]
109. Unreimbursed Subordinated Investor (FBC)
Charge-Offs as of the preceding
Distribution Date:
$_______________
110. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed Subordinated Investor (FBC)
Charge-Offs:$_______________
111. Subordinated Principal (FBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iii)(B)(3) of the Series 1994-1
Supplement:$_______________
[item 109 - item 110]
112. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 108 - item 111]
113. Subordinated Certificate portion of deposit
required to be made to
Retained Amount Account purusant to Section
4.01(d)(iii)(B)(4) of the
Series 1994-1 Supplement:
$_______________
[item 18 x item 14 x item 66]
114. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 112 - item 113]
115. Deposit, if any, to Successor Servicer
Account:$_______________
116. Remaining Subordinated Principal (FBC Component)
Collections to be
distributed to Depositor pursuant to Section
4.01(d)(iii)(B)(5) of
the Series 1994-1 Supplement:
$_______________
[item 114 - item 115]
Allocation of Subordinated Principal (VBC Component) Collections.
117. For the last day of the Collection Period only.
A. Investor Default Amount for such Collection
Period:$_______________
B. Product of Investor Default Amount and VBC
Allocation Percentage:$_______________
[Item 117.A x item 17]
C. Amount of Investor Finance Charge Collections
allocated during the Collection Period on account
of the Senior
Investor Default Holdback Amount pursuant to
Section
4.01(c)(iii)
of the Series 1994-1 Supplement:
$_______________
D. Product of holdback and VBC Investor
Percentage:$_______________
[item 117.C x item 15]
E. Subordinated Principal (VBC Component) Collections
to be
reallocated on the last day of the Collection
Period pursuant
to Section 4.01(d)(iv)(B)(1) of the 1994-1 Series
Supplement:$_______________
[item 117.B. - item 117.D, if positive]
118. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 74 - item 117.E.]
119. Unreimbursed VBC Investor Charge-Offs as of the
preceding Distribution
Date:
$_______________
120. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed VBC Investor
Charge-Offs:$_______________
121. Subordinated Principal (VBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iv)(B)(2) of the Series 1994-1
Supplement:$_______________
[item 119 - item 120]
122. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 118 - item 121]
123. Unreimbursed Subordinated Investor (VBC)
Charge-Offs as of the preceding
Distribution Date:
$_______________
124. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed Subordinated Investor (VBC)
Charge-Offs:$_______________
125. Subordinated Principal (VBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iv)(B)(3) of the Series 1994-1
Supplement:$_______________
[item 123 - item 124]
126. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 122 - item 125]
127. Subordinated Certificate portion of deposit
required to be made to
Retained Amount Account purusant to Section 4.01(d)(iv)(B)(4)
of the
Series 1994-1 Supplement:
$_______________
[item 18 x item 15 x item 74]
128. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 126 - item 127]
129. Deposit, if any, to Successor Servicer
Account:$_______________
130. Remaining Subordinated Principal (VBC Component)
Collections to be
distributed to Depositor pursuant to Section
4.01(d)(iv)(B)(5) of
the Series 1994-1 Supplement:
$_______________
[item 128 - item 129]
[End of Daily Report]<PAGE>
D Allocation of Series
Principal Collections During Early
Amortization
Period.
53. Series Principal Collections:
$_______________
54. Series Principal FBC Collections:
$_______________
[item 53 x item 16]
55. Series Principal VBC Collections:
$_______________
[item 53 x item 17]
56. Series Principal SC Collections:
$_______________
[item 53 x item 18]
57. Series Principal SC (FBC Component) Collections:
$_______________
[item 56 x item 14]
58. Series Principal SC (VBC Component) Collections:
$_______________
[item 56 x item 15]
59. Required Series Pool Balance as of last day of FBC Revolving
Period:$_______________
60. Series Pool Balance as of last day of Preceding Collection
Period:$_______________
61. Fixed/Floating Allocation FBC Percentage:
_____%
[item 59/item 60]
62. Exchangeable Holder's FBC Percentage:
_____%
[100% - item 61]
63. Amount of Series Principal FBC Collections to Exchangeable
Holder:$_______________
[item 54 x item 62]
64. Amount of Series Principal SC (FBC Component) Collections to
Exchangeable Holder:
$_______________
[item 57 x item 62]
65. FBC Principal Collections:
$_______________
[item 54 - item 63]
66. Subordinated Principal (FBC Component)
Collections:$_______________
[item 57 - item 64]
67. Required Series Pool Balance as of last day of VBC Revolving
Period:$_______________
68. Series Pool Balance as of last day of Preceding Collection
Period:$_______________
69. Fixed/Floating Allocation VBC Percentage:
_____%
[item 67/item 68]
70. Exchangeable Holder's VBC Percentage:
_____%
[100% - item 69]
71. Amount of Series Principal VBC Collections to Exchangeable
Holder:$_______________
[item 55 x item 70]
72. Amount of Series Principal SC (VBC Component) Collections to
Exchangeable Holder:
$_______________
[item 58 x item 70]
73. VBC Principal Collections:
$_______________
[item 55 - item 71]
74. Subordinated Principal (VBC Component)
Collections:$_______________
[item 58 - item 72]
75. Series Pool Balance at close of business on the previous
Business Day:$_______________
76. Balance of Retained Amount Account:
$_______________
77. Balance of Prepayment Account:
$_______________
78. Maximum deposit to Retained Amount Account:
$_______________
[Amount, if positive, after subtracting sum of items 75, 76
and 77 from
item 59]
Allocation of FBC Principal Collections.
79. FBC Invested Amount at beginning of preceding Distribution
Date:$_______________
80. FBC Principal Collections previously allocated to
pay the FBC Invested Amount:
$_______________
81. FBC Principal Collections allocated to pay the FBC Controlled
Distribution Amount pursuant to Section 4.01(d)(i)(C)(1) of
the Series 1994-1 Supplement:
$_______________
[item 79 - item 80]
82. Remaining FBC Principal Collections:
$_______________
[item 65 - item 81]
83. Deposit, if any, to Successor Servicer Account:
$_______________
84. Remaining Subordinated Principal Collections to be
distributed
to Depositor pursuant to Section 4.01(d)(i)(C)(1) of the
Series 1994-1 Supplement:
$_______________
[item 82 - item 84]
Allocation of VBC Principal Collections.
85. VBC Invested Amount at beginning of preceding Distribution
Date:$_______________
86. VBC Principal Collections previously allocated to
pay the VBC Invested Amount:
$_______________
87. VBC Principal Collections allocated to pay the VBC Controlled
Distribution Amount pursuant to Section 4.01(d)(ii)(C)(1) of
the Series 1994-1 Supplement:
$_______________
[item 85 - item 86]
88. Remaining VBC Principal Collections:
$_______________
[item 73 - item 87]
89. Deposit, if any, to Successor Servicer Account:
$_______________
90. Remaining Subordinated Principal Collections to be
distributed
to Depositor pursuant to Section 4.01(d)(ii)(C)(2) of the
Series 1994-1 Supplement:
$_______________
[item 88 - item 89]
Allocation of Subordinated Principal (FBC Component) Collections.
91. For the last day of the Collection Period only.
A. Investor Default Amount for such Collection
Period:$_______________
B. Product of Investor Default Amount and FBC
Allocation Percentage:$_______________
[Item 91.A x item 16]
C. Amount of Investor Finance Charge Collections
allocated during the Collection Period on account
of the Senior
Investor Default Holdback Amount pursuant to
Section
4.01(c)(iii)
of the Series 1994-1 Supplement:
$_______________
D. Product of holdback and FBC Investor
Percentage:$_______________
[item 91.C x item 14]
E. Subordinated Principal (FBC Component) Collections
to be
reallocated on the last day of the Collection
Period pursuant
to Section 4.01(d)(iii)(C)(1) of the 1994-1 Series
Supplement:$_______________
[item 91.B. - item 91.D, if positive]
92. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 66 - item 91.E.]
93. Unreimbursed FBC Investor Charge-Offs as of the preceding
Distribution
Date:
$_______________
94. Principal Collections retained since commencement of
Collection Period
to reimburse unreimbursed FBC Investor
Charge-Offs:$_______________
95. Subordinated Principal (FBC Component) Collections to be
retained
pursuant to
Section 4.01(d)(iii)(C)(2) of the Series 1994-1
Supplement:$_______________
[item 93 - item 94]
96. Remaining Subordinated Principal (FBC Component)
Collections:$_______________
[item 92 - item 95]
97. Deposit, if any, to Successor Servicer Account:
$_______________
98. Remaining Subordinated Principal (FBC Component) Collections
to be
distributed to Depositor pursuant to Section
4.01(d)(iii)(C)(3) of
the Series 1994-1 Supplement:
$_______________
[item 96 - item 97]
Allocation of Subordinated Principal (VBC Component) Collections.
99. For the last day of the Collection Period only.
A. Investor Default Amount for such Collection
Period:$_______________
B. Product of Investor Default Amount and VBC
Allocation Percentage:$_______________
[Item 99.A x item 17]
C. Amount of Investor Finance Charge Collections
allocated during the Collection Period on account
of the Senior
Investor Default Holdback Amount pursuant to
Section
4.01(c)(iii)
of the Series 1994-1 Supplement:
$_______________
D. Product of holdback and VBC Investor
Percentage:$_______________
[item 99.C x item 15]
E. Subordinated Principal (VBC Component) Collections
to be
reallocated on the last day of the Collection
Period pursuant
to Section 4.01(d)(iv)(C)(1) of the 1994-1 Series
Supplement:$_______________
[item 99.B. - item 99.D, if positive]
100. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 74 - item 99.E.]
101. Unreimbursed VBC Investor Charge-Offs as of the
preceding Distribution
Date:
$_______________
102. Principal Collections retained since commencement
of Collection Period
to reimburse unreimbursed VBC Investor
Charge-Offs:$_______________
103. Subordinated Principal (VBC Component) Collections
to be retained
pursuant to
Section 4.01(d)(iv)(C)(2) of the Series 1994-1
Supplement:$_______________
[item 101 - item 102]
104. Remaining Subordinated Principal (VBC Component)
Collections:$_______________
[item 100 - item 103]
105. Deposit, if any, to Successor Servicer
Account:$_______________
106. Remaining Subordinated Principal (VBC Component)
Collections to be
distributed to Depositor pursuant to Section
4.01(d)(iv)(C)(3) of
the Series 1994-1 Supplement:
$_______________
[item 104 - item 105]
[End of Daily Report]
[CONFORMED COPY]
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION
Depositor
GOTTSCHALKS INC.
Servicer
and
BANKERS TRUST COMPANY
Trustee
___________________________________
AMENDED AND RESTATED
SERIES 1994-1 SUPPLEMENT
Dated as of September 16, 1994
to
POOLING AND SERVICING AGREEMENT
Dated as of March 30, 1994
___________________________________
GOTTSCHALKS CREDIT CARD MASTER TRUST
SERIES 1994-1
TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series 1994-1 Certificates. . . . . . 1
SECTION 1.01. Designation . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions . . . . . . . . . . . . . 2
SECTION 2.01. Definitions . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
Servicing Fee. . . . . . . . . . . . . 24
SECTION 3.01. Servicing Compensation. . . . . . . . . . . . . . . 24
ARTICLE IV
Rights of Certificateholders and
Allocation and Application of Collections. . . . . . 24
SECTION 4.01. Allocations and Distributions . . . . . . . . . . . 24
SECTION 4.02. Monthly Interest; Unutilized
Commitment Fee. . . . . . . . . . . . . . . . . . . 42
SECTION 4.03. Determination of Monthly Principal. . . . . . . . . 45
SECTION 4.04. Series Accounts . . . . . . . . . . . . . . . . . . 46
SECTION 4.05. Capitalized Interest Account. . . . . . . . . . . . 48
SECTION 4.06. Retained Amount Account . . . . . . . . . . . . . . 48
SECTION 4.07. Prepayment Account; Spread Account;
Successor Servicer Account. . . . . . . . . . . . . 52
SECTION 4.08. Deficiency Amount . . . . . . . . . . . . . . . . . 54
SECTION 4.09. Investor Charge-Offs. . . . . . . . . . . . . . . . 55
ARTICLE V
Distributions and Reports to
Certificateholders. . . . . . . . . . . . 57
SECTION 5.01. Distributions . . . . . . . . . . . . . . . . . . . 57
SECTION 5.02. Reports and Statements to
Certificateholders. . . . . . . . . . . . . . . . . 57
ARTICLE VI
The Certificates . . . . . . . . . . . . 58
SECTION 6.01. The Fixed Base Certificates . . . . . . . . . . . . 58
SECTION 6.02. The Variable Base Certificate . . . . . . . . . . . 58
SECTION 6.03. Transfer Restrictions . . . . . . . . . . . . . . . 60
SECTION 6.04. Prepayment of the VBC Invested Amount . . . . . . . 60
SECTION 6.05. The Subordinated Certificate. . . . . . . . . . . . 61
ARTICLE VII
Early Amortization Events. . . . . . . . . . 61
SECTION 7.01. Additional Early Amortization Events. . . . . . . . 61
SECTION 7.02. Waiver. . . . . . . . . . . . . . . . . . . . . . . 64
ARTICLE VIII
Optional Repurchase . . . . . . . . . . . 64
SECTION 8.01. Optional Repurchase . . . . . . . . . . . . . . . . 64
ARTICLE IX
Final Distributions . . . . . . . . . . . 65
SECTION 9.01. Final Distributions . . . . . . . . . . . . . . . . 65
ARTICLE X
Miscellaneous Provisions . . . . . . . . . . 68
SECTION 10.01. Ratification of Agreement; Amendment
and Restatement of Existing Series
Supplement. . . . . . . . . . . . . . . . . . . . . 68
SECTION 10.02. Counterparts. . . . . . . . . . . . . . . . . . . . 69
SECTION 10.03. GOVERNING LAW . . . . . . . . . . . . . . . . . . . 69
EXHIBITS
EXHIBIT A-1 Form of Fixed Base Certificate
EXHIBIT A-2 Form of Variable Base Certificate
EXHIBIT A-3 Form of Subordinated Certificate
EXHIBIT B Form of Monthly Distribution Statement
EXHIBIT C Form of Representation Letter
SCHEDULES
SCHEDULE I List of Accounts
<PAGE>
AMENDED AND RESTATED SERIES 1994-1 SUPPLEMENT dated as of
September 16, 1994 (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, amending and restating the Series 1994-1 Supplement, dated as of
March 30, 1994 (as amended and supplemented, the "Existing Series
Supplement"), among the Depositor, the Servicer and the Trustee.
RECITALS
Section 6.03 of the Pooling and Servicing Agreement, dated as of
March 30, 1994 (as amended and supplemented, the "Agreement"), among the
Depositor, the Servicer and the Trustee, 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 shall hereby
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTIC LE I
Creat ion of the Series 1994-1
Certificates
SECTION 1.01. Designation. (a) 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 1994-1 Certificates". The Series 1994-1 Certificates will be issued in
three certificated Classes, the first of which shall be known as the "7.35%
Fixed Base Class A-1 Credit Card Certificates, Series 1994-1"; the second of
which shall be known as the "Variable Base Class A-2 Credit Card Certificate,
Series 1994-1"; and the third of which shall be known as the "Subordinated
Certificate, Series 1994-1".
(b) 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 2.01. Definitions. (a) Whenever used in this Series
Supplement, the following words and phrases shall have the following meanings.
"Accelerated Payment" shall mean, with respect to the Fixed Base
Certificates, any FBC Principal Collections that are paid to the Fixed Base
Certificateholders prior to the Expected Final Payment Date due to the
commencement of the Early Amortization Period (a) on any date on or after
August 31, 1997 or (b) as a result of the occurrence of an Early Amortization
Event of the type described in Sections 7.01(a), (c), (e), (f), (g) or (j)
hereof caused directly or indirectly by (A) the imposition of a Block Period,
(B) the removal of Removed Accounts, (C) the issuance of a new Series and/or
the willful breach by the Servicer (so long as the Servicer is Gottschalks) of
its obligations under the Agreement and this Series Supplement.
"Additional Discount Rate" shall mean, as of any Distribution
Date, the percentage (expressed as a decimal), calculated in accordance with
the following formula:
Y = ((A - B) x 0.229091)/(C x 12)
where: Y = the Additional Discount Rate (expressed as a decimal);
A = the VBC Interest Rate determined as of the Reset Date
immediately preceding such Distribution Date
(expressed as a decimal);
B = the Initial VBC Interest Rate (expressed as a
decimal); and
C = the weighted average monthly payment rate (i.e., the
fraction, the numerator of which for a Collection
Period is the Investor Principal Collections received
during such Collection Period, and the denominator of
which is the Required Series Pool Balance in effect
during such Collection Period) for the three
consecutive Collection Periods preceding such Reset
Date (expressed as a decimal).
"Additional Interest" shall mean with respect to any Distribution
Date, the sum of FBC Additional Interest, if any, and VBC Additional Interest,
if any.
"Additional Invested Amounts" shall have the meaning specified in
Section 6.02 hereof.
"Advance Rate" shall mean 100% minus the Required Subordination
Percentage.
"Allocation Day" shall have the meaning specified in Section
4.01(b) hereof.
"Assumed Period" shall mean, with respect to each Collection
Period in which the VBC Invested Amount is greater than zero or is expected to
be greater than zero, the period from and including the first day of such
Collection Period to but excluding the first Distribution Date to occur
thereafter.
"Assumed VBC Invested Amount" shall mean, with respect to any
Assumed Period (a) occurring during the VBC Revolving Period, an amount equal
to the VBC Invested Amount as of the Distribution Date immediately preceding
the commencement of such Assumed Period, provided that if the Servicer has, by
the commencement of such Assumed Period, received notice from the Depositor of
its intent to (i) draw on the variable base facility evidenced by the Variable
Base Certificate, the VBC Invested Amount shall, for purposes of allocation
only, be adjusted upward by the amount of such proposed draw or (ii) prepay
the VBC Invested Amount, the VBC Invested Amount shall, for purposes of
allocation only, be adjusted downward by the amount of such prepayment or (b)
occurring during the VBC Controlled Amortization Period or the Early
Amortization Period, an amount equal to the VBC Invested Amount as of the
Distribution Date immediately preceding the commencement of such Assumed
Period.
"Base Rate" shall mean, as of any date of determination, the sum
of the weighted average of the FBC Interest Rate, the VBC Interest Rate, a
zero percent interest rate applied to the Subordinated Invested Amount and the
VBC Unutilized Commitment Fee as of such date plus the Senior Servicing Fee
Rate per annum plus 1% per annum.
"Calculation Agent" shall mean the Trustee or any other
Calculation Agent selected by the Depositor which is reasonably acceptable to
the Trustee.
"Capitalized Interest Account" shall have the meaning specified in
Section 4.04(a) hereof.
"Certificates" shall mean, collectively, the Fixed Base
Certificates, the Variable Base Certificate and the Subordinated Certificate.
"Closing Date" shall mean March 30, 1994.
"Controlled Amortization Period" shall mean, as the context may
require, (a) the FBC Controlled Amortization Period, (b) the VBC Controlled
Amortization Period or (c) the FBC Controlled Amortization Period and the VBC
Controlled Amortization Period.
"Discounted Value" shall mean, with respect to any Accelerated
Payment, the amount obtained by discounting all Remaining Scheduled Payments
with reference to such Accelerated Payment from their respective scheduled due
dates to the Distribution Date on which such Accelerated Payment is to be paid
in accordance with accepted financial practice and at a discount factor
(applied on a monthly basis) equal to the Reinvestment Yield with respect to
such Accelerated Payment.
"Early Amortization Event" shall mean for the Series 1994-1 any
Early Amortization Event specified in Section 9.01 of the Agreement, together
with any additional Early Amortization Event specified in Section 7.01 hereof.
"Exchangeable Holder's FBC Percentage" shall mean 100% minus (a)
the Floating Allocation Percentage, when used with respect to Series Principal
FBC Collections and Series Principal SC (FBC Component) Collections during the
FBC Revolving Period, or (b) the Fixed/Floating Allocation FBC Percentage,
when used with respect to Series Principal FBC Collections and Series
Principal SC (FBC Component) Collections during the FBC Controlled
Amortization Period and the Early Amortization Period, provided that in any
case the Exchangeable Holder's FBC Percentage shall not be less than zero.
"Exchangeable Holder's Percentage" shall mean 100% minus the
Floating Allocation Percentage, provided that in any case the Exchangeable
Holder's Percentage shall not be less than zero.
"Exchangeable Holder's VBC Percentage" shall mean 100% minus (a)
the Floating Allocation Percentage, when used with respect to Series Principal
VBC Collections and Series Principal SC (VBC Component) Collections during the
VBC Revolving Period, or (b) the Fixed/Floating Allocation VBC Percentage,
when used with respect to Series Principal VBC Collections and Series
Principal SC (VBC Component) Collections during the VBC Controlled
Amortization Period and the Early Amortization Period, provided that in any
case the Exchangeable Holder's VBC Percentage shall not be less than zero.
"Expected Final Payment Date" shall mean the September 1999
Distribution Date.
"FBC Additional Interest" shall have the meaning specified in
Section 4.02(a) hereof.
"FBC Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is the FBC Invested Amount as of the last day of the Preceding
Collection Period and the denominator of which is the Required Series Pool
Balance as of such last day.
"FBC Carryover Interest" shall mean, for any Collection Period, an
amount equal to the sum of (a) the amount of any FBC Monthly Interest
previously due but not distributed on the Fixed Base Certificates on a prior
distribution date, (b) to the extent permitted under applicable law, the
amount of any FBC Additional Interest to accrue during the Related Interest
Period and (c) the amount of any FBC Additional Interest previously due but
not distributed on the Fixed Base Certificates on a prior Distribution Date.
"FBC Component" shall mean, as of any time of determination,
either (a) in the case of the Retained Amount Account, the amount set forth as
of such time on the ledger maintained by the Trustee in accordance with
Section 4.04(e) hereof as representing the net balance of deposits made to the
Retained Amount Account pursuant to Sections 4.01(d)(i)(A)(2) and
4.01(d)(i)(B)(3) hereof less amounts withdrawn therefrom in accordance with
Section 4.06, or (b) in the case of the Spread Account, the amount set forth
as of such time on the ledger maintained by the Trustee in accordance with
Section 4.04(e) hereof as representing the net balance of deposits made to the
Spread Account pursuant to Section 4.01(c)(iv) hereof less amounts withdrawn
therefrom in accordance with Section 4.07(b) hereof.
"FBC Controlled Amortization Period" shall mean, unless the Early
Amortization Period shall have commenced prior thereto, the period commencing
on the day immediately following the last day of the FBC Revolving Period, and
ending upon the first to occur of (a) the commencement of the Early
Amortization Period, (b) the payment in full to the Fixed Base
Certificateholders of the FBC Invested Amount and (c) the Series Termination
Date.
"FBC Controlled Distribution Amount" shall mean, with respect to
any Distribution Date occurring during the FBC Controlled Amortization Period,
an amount equal to one-twelfth (1/12th) of the principal balance of the FBC
Invested Amount as of the September 1998 Distribution Date (after giving
effect to any changes in the FBC Invested Amount occurring on or prior to such
date).
"FBC Deficiency Amount" shall have the meaning specified in
Section 4.08(a) hereof.
"FBC Interest Rate" shall mean, with respect to any Interest
Period and the Fixed Base Certificates, a fixed interest rate per annum equal
to 7.35%.
"FBC Interest Shortfall" shall have the meaning specified in
Section 4.02(a) hereof.
"FBC Invested Amount" shall mean, as of any date of determination,
an amount equal to (a) the Initial FBC Invested Amount, minus, (b) the amount
of principal payments made to the Fixed Base Certificateholders in respect of
the FBC Invested Amount prior to such date, and minus, (c) the amount, if any,
by which the aggregate amount of FBC Investor Charge-Offs exceed the FBC
Investor Charge-Offs reimbursed pursuant to Section 4.09(a) hereof prior to
such date.
"FBC Investor Charge-Offs" shall have the meaning specified in
Section 4.09(a) hereof.
"FBC Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Investor Default
Amount for the Related Collection Period and (b) the FBC Allocation Percentage
for such Related Collection Period.
"FBC Investor Percentage" shall mean, with respect to any
Allocation Day, the percentage equivalent of a fraction, the numerator of
which is the FBC Invested Amount as of the preceding Business Day and the
denominator of which is the Invested Amount as of such preceding Business Day.
"FBC Monthly Interest" shall have the meaning specified in Section
4.02(a) hereof.
"FBC Monthly Principal" shall have the meaning specified in
Section 4.03(a) hereof.
"FBC Principal Allocation Percentage" shall mean, with respect to
any Collection Period occurring (a) prior to the commencement of any
Controlled Amortization Period or Early Amortization Period, the percentage
equivalent of a fraction, the numerator of which is the FBC Invested Amount as
of the last day of the Preceding Collection Period and the denominator of
which is the Required Series Pool Balance as of such last day, or (b) during
any Controlled Amortization Period or Early Amortization Period, the
percentage equivalent of a fraction, the numerator of which is the FBC
Invested Amount as of the last day of the FBC Revolving Period ended
immediately prior to such Collection Period and the denominator of which is
the Required Series Pool Balance as of such last day.
"FBC Principal Collections" shall mean, for any Allocation Day, an
amount equal to the Series Principal FBC Collections for such day minus the
amount of Series Principal FBC Collections distributed to the Holder of the
Exchangeable Certificate on such day in accordance with Section 4.01(b)(ii)
hereof.
"FBC Revolving Period" shall mean the period beginning at the
opening of business on the Cut-Off Date and ending on the earlier of (a) the
last day of the Collection Period ending on August 31, 1998 and (b) the close
of business on the Business Day immediately preceding the day on which the
Early Amortization Period commences.
"Fixed Base Certificates" shall have the meaning specified in
Section 6.01 hereof.
"Fixed Base Certificateholder" shall mean, with respect to any
Fixed Base Certificate on any date, the Person in whose name such Fixed Base
Certificate is registered on such date.
"Fixed/Floating Allocation FBC Percentage" shall mean, with
respect to any Collection Period during the FBC Controlled Amortization Period
and the Early Amortization Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Required
Series Pool Balance as of the last day of the FBC Revolving Period and the
denominator of which is the Series Pool Balance as of the last day of the
immediately preceding Collection Period in respect of which the Fixed/Floating
Allocation FBC Percentage is being determined.
"Fixed/Floating Allocation VBC Percentage" shall mean, with
respect to any Collection Period during the VBC Controlled Amortization Period
and the Early Amortization Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Required
Series Pool Balance as of the last day of the VBC Revolving Period and the
denominator of which is the Series Pool Balance as of the last day of the
immediately preceding Collection Period in respect of which the Fixed/Floating
Allocation VBC Percentage is being determined.
"Floating Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Required Series Pool
Balance as of the last day of the immediately preceding Collection Period and
the denominator of which is the Series Pool Balance as of such last day;
provided, however, that, with respect to the first Collection Period, the
Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the sum of the Initial FBC Invested Amount
and the Initial Subordinated Invested Amount, and the denominator of which is
the Series Pool Balance as of the Cut-Off Date.
"Initial FBC Invested Amount" shall mean $40,000,000.
"Initial Subordinated Invested Amount" shall mean $7,619,048.
"Initial VBC Interest Rate" shall mean the VBC Interest Rate
applicable to the purchase of the initial Additional Invested Amount.
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the first Distribution
Date, from and including the Closing Date) to but excluding such Distribution
Date.
"Invested Amount" shall mean, as of any date, an amount equal to
the sum of (a) the FBC Invested Amount as of such date and (b) the VBC
Invested Amount as of such date.
"Investor Default Amount" shall mean, with respect to any
Determination Date, an amount equal to the product of (a) the Defaulted Amount
for the Related Collection Period, (b) the Floating Allocation Percentage for
the Related Collection Period and (c) the Series 1994-1 Allocation Percentage
for the Related Collection Period.
"Investor Finance Charge Collections" shall mean, as of any
Allocation Day, the product of (a) the amount of Series Finance Charge
Collections received since the beginning of the preceding Business Day and (b)
the Floating Allocation Percentage for the then current Collection Period.
"Investor Investment Proceeds" shall mean, with respect to any
Determination Date, all interest and other investment earnings (net of losses
and investment expenses) on funds on deposit in the Series Accounts, together
with an amount equal to the Series Allocation Percentage of the interest and
other investment earnings on funds held in the Collection Account credited as
of such date to the Collection Account pursuant to Section 4.02 of the
Agreement.
"Investor Principal Collections" shall mean, for any day or
period, the sum of (a) the FBC Principal Collections, (b) the VBC Principal
Collections, (c) the Subordinated Principal (FBC Component) Collections, and
(d) the Subordinated Principal (VBC Component) Collections, in each case,
determined for such day or period, as the case may be.
"LIBOR" shall mean, with respect to any Interest Period, the
arithmetic mean (rounded upwards, if necessary, to the nearest one-sixteenth
of a percent) of offered rates for deposits in United States dollars having a
maturity of one month (the "Index Maturity") commencing on the first day of
such Interest Period which appears on the Reuters Screen LIBO Page as of
approximately 11:00 a.m., London time, on the related Reset Date. If fewer
than two such quotations appear, LIBOR with respect to such Interest Period
will be determined at approximately 11:00 a.m., London time, on such Reset
Date on the basis of the rate at which deposits in United States dollars
having the Index Maturity are offered to prime banks in the London interbank
market by four major banks in the London interbank market selected by the
Calculation Agent and in a principal amount equal to an amount of not less
than U.S. $500,000 and that is representative for a single transaction in such
market at such time. The Calculation Agent will request the principal London
office of each such bank to provide a quotation of its rate. If at least two
such quotations are provided, LIBOR will be the arithmetic mean (rounded
upwards as aforesaid) of such quotations. If fewer than two quotations are
provided, LIBOR with respect to such Interest Period will be the arithmetic
mean (rounded upwards as aforesaid) of the rates quoted at approximately 11:00
a.m., New York City time, on the applicable Reset Date by three major banks in
New York, New York selected by the Calculation Agent for loans in United
States dollars to leading European banks having the Index Maturity and in a
principal amount equal to an amount of not less than U.S. $500,000 and that is
representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid are not quoting as mentioned
in this sentence, LIBOR in effect for the applicable period will be LIBOR in
effect for the previous period.
"London Business Day" shall mean any day on which dealings in
deposits in United States dollars are transacted in the London interbank
market.
"Make Whole Premium" shall mean, with respect to any Accelerated
Payment, the excess, if any, of the Discounted Value with respect to such
Accelerated Payment over such Accelerated Payment. The Make Whole Premium
shall never be less than zero.
"Maximum Available VBC Invested Amount" shall mean, as of any
Distribution Date during the VBC Revolving Period, an amount equal to the
lesser of (a) the difference between (i) the product of the Series Pool
Balance on such date and the Advance Rate on such date and (ii) the sum of the
FBC Invested Amount on such date (after giving effect to any changes therein
on such Distribution Date) and the balance of the Retained Amount Account on
such date, and (b) $15,000,000, provided that in no event shall the Maximum
Available VBC Invested Amount be less than zero.
"Maximum Monthly Senior Servicing Fee" shall mean, as of any day
during an Assumed Period, an amount equal to one-twelfth of the product of (a)
the Senior Servicing Fee Rate and (b) the sum of the FBC Invested Amount for
the current Collection Period, the Assumed VBC Invested Amount for the current
Collection Period and the Subordinated Invested Amount for the current
Collection Period.
"Maximum Monthly Subordinated Servicing Fee" shall mean, as of any
day during an Assumed Period, an amount equal to one-twelfth of the product of
(a) the Subordinated Servicing Fee Rate and (b) the sum of the FBC Invested
Amount for the current Collection Period, the Assumed VBC Invested Amount for
the current Collection Period and the Subordinated Invested Amount for the
current Collection Period.
"Maximum VBC Interest Rate" shall mean a rate per annum equal to
twelve percent (12%).
"Maximum VBC Monthly Interest" shall mean, as of any day during an
Assumed Period, an amount equal to the product of (a) the Assumed VBC Invested
Amount for the then current Collection Period, (b) the Maximum VBC Interest
Rate and (c) a fraction, the numerator of which is the actual number of days
contained in the Interest Period commencing immediately after such Assumed
Period, and the denominator of which is 360.
"Maximum VBC Subordinated Invested Amount" shall mean, as of any
date of determination, an amount equal to (a) $2,857,143, minus, (b) the
amount, if any, by which the aggregate amount of Subordinated Investor (VBC)
Charge-Offs exceeds the Subordinated Investor (VBC) Charge-Offs reimbursed
pursuant to Sections 4.01(c)(vii)(B), 4.01(d)(iv)(A)(3) and 4.01(d)(iv)(B)(3)
hereof prior to such date, minus, (c) the amount of any reallocation of
Subordinated Principal (VBC Component) Collections made pursuant to Sections
4.01(d)(iv)(A)(1), 4.01(d)(iv)(B)(1) and 4.01(d)(iv)(C)(1) hereof prior to
such date, plus, (d) the amount of any reallocations made pursuant to Section
4.01(e)(iii)(B) prior to such date.
"Maximum VBC Unutilized Commitment Fee" shall mean, as of any day
during an Assumed Period, an amount equal to the product of (a) the difference
between (i) $15,000,000 and (ii) the Assumed VBC Invested Amount for the then
current Collection Period, (b) 3/8ths of 1% per annum (based on a year of 365
days or 366 days, as the case may be) and (c) a fraction, the numerator of
which is the number of days in the Interest Period commencing immediately
after such Assumed Period, and the denominator of which is the number of days
in the then current calendar year.
"Minimum Depositor Interest" shall mean, with respect to the
Series 1994-1, the Subordinated Invested Amount.
"Monthly Senior Servicing Fee" shall mean, with respect to any
Distribution Date, five-sixths (5/6ths) of the Monthly Servicing Fee for the
Related Collection Period.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.01 hereof.
"Monthly Subordinated Servicing Fee" shall mean, with respect to
any Distribution Date, one-sixth (1/6th) of the Monthly Servicing Fee for the
Related Collection Period.
"Portfolio Yield" shall mean, with respect to any Collection
Period, the annualized percentage equivalent of a fraction (a) the numerator
of which is the amount of Investor Finance Charge Collections allocated to the
Certificates during the Related Collection Period calculated on a cash basis,
minus the Investor Default Amount with respect to such Collection Period and
(b) the denominator of which is the Required Series Pool Balance as of the
last day of the Related Collection Period.
"Preceding Collection Period" shall mean, with respect to any
Distribution Date, the Collection Period ended on the last day of the second
calendar month preceding such date.
"Prepayment Account" shall have the meaning specified in Section
4.04(a) hereof.
"Prepayment Amount" shall have the meaning specified in Section
6.04 hereof.
"Prepayment Date" shall have the meaning specified in Section 6.04
hereof.
"Prepayment Notice" shall have the meaning specified in Section
6.04 hereof.
"Projected Make Whole Premium" shall mean, for purposes of
allocating Investor Finance Charge Collections only during a Collection
Period, an assumed calculation of the Make Whole Premium calculated as of the
first day of such Collection Period and assuming that (a) the Accelerated
Payment for such calculation is equal to the highest aggregate monthly FBC
Principal Collections during the three immediately preceding Collection
Periods and (b) that the Reinvestment Yield is equivalent to the Reinvestment
Yield calculated as of such first day.
"Reassignment Amount" shall mean, 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 Invested Amount on such
Distribution Date, (b) accrued and unpaid interest on the unpaid principal
balances of the Certificates (calculated on the basis of the outstanding
principal balance of the Fixed Base Certificates and Variable Base Certificate
at the FBC Interest Rate and VBC Interest Rate, respectively, through the day
preceding such Distribution Date), and (c) the amount of Additional Interest,
if any, for such Distribution Date and any Additional Interest previously due
but not distributed on the Certificates on a prior Distribution Date.
"Reinvestment Yield" shall mean, with respect to any Accelerated
Payment, the yield to maturity implied by (a) the yields reported, as of 10:00
a.m. New York City time on the Business Day next preceding the Distribution
Date on which such Accelerated Payment is to be made, on the display
designated as "Page 678" on the Telerate Service (or such other display as may
replace Page 678 on the Telerate Service) for actively traded U.S. Treasury
securities having a maturity equal or closest to the Remaining Average Life of
such Accelerated payment as of such Distribution Date, plus 0.5% per annum, or
(b) if such yields shall not be reported as of such time or the yields
reported as of such time shall not be ascertainable, the Treasury Constant
Maturity Series yields reported, for the latest day for which such yields
shall have been so reported as of the Business Day preceding the Distribution
Date on which such Accelerated Payment is to be made, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to
the Remaining Average Life of such Accelerated Payment as of such Distribution
Date, plus 0.5% per annum. Such implied yield shall be determined, if
necessary, by (x) converting U.S. Treasury bill quotations to bond-equivalent
yields in accordance with accepted financial practice and (y) interpolating
linearly between reported yields.
"Related Collection Period" shall mean, with respect to any
Distribution Date, the Collection Period ended on the last day of the calendar
month preceding such date.
"Related Distribution Date" shall mean, with respect to any day
during a Collection Period, the Distribution Date following the end of such
Collection Period.
"Related Interest Period" shall mean, with respect to (a) any
Distribution Date, the Interest Period ended on the preceding day, and (b) any
Collection Period, the Interest Period which commences during such Collection
Period.
"Remaining Average Life" shall mean, with respect to the Fixed
Base Certificates at any time of determination after the commencement of the
Early Amortization Period, the number of years obtained by dividing the then
Remaining Dollar-Years of the Fixed Base Certificates by the FBC Invested
Amount at such time. The term "Remaining Dollar-Years" means the amount
obtained by (a) multiplying (i) the amount of each remaining payment with
respect to the Fixed Base Certificates, assuming that such payments are made
in the FBC Controlled Distribution Amounts (using the FBC Invested Amount at
the time the Early Amortization Period commenced in order to calculate such
FBC Controlled Distribution Amounts) over the notional twelve month FBC
Controlled Amortization Period, by (ii) the number of years (calculated to the
nearest one-twelfth) which will elapse between the date as of which the
calculation is made and each Distribution Date during the notional FBC
Controlled Amortization Period and (b) totalling all the products obtained in
clause (a).
"Remaining Scheduled Payments" shall mean, with reference to any
Accelerated Payment, the sum of (a) all payments of interest thereon at the
FBC Interest Rate that would be due on or after the Distribution Date on which
such Accelerated Payment is to be made if no payment of such Accelerated
Payment were made prior to the Expected Final Payment Date and (b) the amount
of such Accelerated Payment.
"Required Series Pool Balance" shall mean, as of any date of
determination, the sum of (a) the Invested Amount on such date and (b) the
Subordinated Invested Amount on such date. Notwithstanding the foregoing, if
the Depositor desires to cause a new Series of Investor Certificates to be
issued pursuant to Section 6.03 of the Agreement at any time during the VBC
Revolving Period, for purposes of the Excess Balance Test only, "Required
Series Pool Balance" shall mean, as of any date of determination, the sum of
(a) the FBC Invested Amount on such date, (b) the Maximum Available VBC
Invested Amount on such date and (c) the Subordinated Invested Amount on such
date.
"Required Subordination Percentage" shall mean sixteen percent
(16%).
"Reset Date" shall mean the second London Business Day preceding
the first day of each Interest Period.
"Retained Amount Account" shall have the meaning specified in
Section 4.04(a) hereof.
"Reuters Screen LIBO Page" shall mean the display designated as
page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace the LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks).
"Senior Investor Default Holdback Amount" shall mean, with respect
to (a) any Collection Period (other than the initial Collection Period), the
product of (i) the greater of (A) the Investor Default Amount which the
Servicer reasonably anticipates for such Collection Period or (B) the product
of (1) the highest default rate (i.e., a fraction, the numerator of which is
the Defaulted Amount for a Collection Period, and the denominator of which is
the aggregate Principal Receivables owned by the Trust as of the last day of
such Collection Period (or, in the case of the first twelve Collection
Periods, owned by Gottschalks)) for any of the twelve consecutive Collection
Periods preceding such Collection Period, (2) the aggregate amount of the
Principal Receivables owned by the Trust as of the first day of such
Collection Period, (3) the Series Allocation Percentage for the Series 1994-1
for such Collection Period, and (4) the Floating Allocation Percentage for
such Collection Period, and (ii) a fraction the numerator of which is the
Invested Amount and the denominator of which is the Required Series Pool
Balance, in each case, in effect for such Collection Period and (b) the
initial Collection Period, $10,231.40.
"Senior Servicing Fee Rate" shall mean, with respect to the
Certificates, two and one-half percent (2.5%).
"Series Accounts" shall have the meaning specified in Section
4.04(a) hereof.
"Series Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the Related Collection Period, and (b) the Series 1994-1 Allocation
Percentage for the Related Collection Period.
"Series Finance Charge Collections" shall mean, with respect to
the aggregate amount of Finance Charge Collections deposited in the Collection
Account on any date, that portion allocated to the Series 1994-1 in accordance
with Section 4.04 of the Agreement.
"Series Issuance Date" shall mean March 30, 1994.
"Series 1994-1" shall mean the Series of Investor Certificates and
the Subordinated Certificate created pursuant to this Series Supplement.
"Series 1994-1 Allocation Percentage" shall mean, for any
Collection Period, the Series Allocation Percentage for the Series 1994-1 as
calculated for such Collection Period in accordance with the Agreement.
"Series Pool Balance" shall mean, as of any date of determination,
the product of (a) the Pool Balance as of such date and (b) the Series 1994-1
Allocation Percentage for such date.
"Series Principal Collections" shall mean, with respect to the
aggregate amount of Principal Collections received since the beginning of the
preceding Business Day, that portion allocated to the Series 1994-1 in
accordance with Section 4.04 of the Agreement.
"Series Principal FBC Collections" shall mean, for each Allocation
Day, an amount equal to the product of (a) the amount of the Series Principal
Collections received since the beginning of the preceding Business Day and (b)
the FBC Principal Allocation Percentage in effect on such Allocation Day.
"Series Principal SC Collections" shall mean, for each Allocation
Day, an amount equal to the product of (a) the amount of the Series Principal
Collections received since the beginning of the preceding Business Day and (b)
the Subordinated Principal Allocation Percentage in effect on such Allocation
Day.
"Series Principal SC (FBC Component) Collections" shall mean, for
any Allocation Day occurring (a) prior to the commencement of any Controlled
Amortization Period or Early Amortization Period, the product of (i) the
Series Principal SC Collections for such day and (ii) the FBC Investor
Percentage as of such day, or (b) during any Controlled Amortization Period or
Early Amortization Period, the product of (i) the Series Principal SC
Collections for such day and (ii) the FBC Investor Percentage as of the last
day of the Revolving Period ended immediately prior to such Allocation Day.
"Series Principal SC (VBC Component) Collections" shall mean, for
any Allocation Day occurring (a) prior to the commencement of any Controlled
Amortization Period or Early Amortization Period, the product of (i) the
Series Principal SC Collections for such day and (ii) the VBC Investor
Percentage as of such day, or (b) during any Controlled Amortization Period or
Early Amortization Period, the product of (i) the Series Principal SC
Collections for such day and (ii) the VBC Investor Percentage as of the last
day of the Revolving Period ended immediately prior to such Allocation Day.
"Series Principal VBC Collections" shall mean, for each Allocation
Day, an amount equal to the product of (a) the amount of the Series Principal
Collections received since the beginning of the preceding Business Day and (b)
the VBC Principal Allocation Percentage in effect on such Allocation Day.
"Series Termination Date" shall mean the March 2000 Distribution
Date.
"Servicing Fee Rate" shall mean, with respect to the Certificates,
three percent (3%).
"Spread Account" shall have the meaning specified in Section
4.04(a) hereof.
"Spread Requirement" shall mean, with respect to any Collection
Period commencing with the third full Collection Period, zero unless the
Portfolio Yield for the two preceding Collection Periods was less than 0.5%
per annum in excess of the Base Rate for such preceding Collection Periods, in
which case "Spread Requirement" shall mean the amount, if any, by which
(a) the sum, for the Preceding Collection Period, of the amounts, described in
Sections 4.01(c)(i) and 4.01(c)(ii) hereof exceeds (b) the amount on deposit
in the Spread Account at the beginning of such Collection Period.
"Standby Servicer" shall mean 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.
"Subordinated Allocation Percentage" shall mean, with respect to
any Collection Period, the percentage equivalent of a fraction the numerator
of which is the Subordinated Invested Amount as of the last day of the
Preceding Collection Period and the denominator of which is the Required
Series Pool Balance as of such last day.
"Subordinated Certificate" shall have the meaning specified in
Section 6.05 hereof.
"Subordinated Component (FBC)" shall mean, as of any time of
determination, in the case of the Retained Amount Account, the amount set
forth as of such time on the ledger maintained by the Trustee in accordance
with Section 4.04(e) hereof as representing the net balance of deposits made
to the Retained Amount Account pursuant to Sections 4.01(d)(iii)(A)(4) and
4.01(d)(iii)(B)(4) hereof less amounts withdrawn therefrom in accordance with
Section 4.06.
"Subordinated Component (VBC)" shall mean, as of any time of
determination, in the case of the Retained Amount Account, the amount set
forth as of such time on the ledger maintained by the Trustee in accordance
with Section 4.04(e) hereof as representing the net balance of deposits made
to the Retained Amount Account pursuant to Sections 4.01(d)(iv)(A)(4) and
4.01(d)(iv)(B)(4) hereof less amounts withdrawn therefrom in accordance with
Section 4.06.
"Subordinated Invested Amount" shall mean, as of any date of
determination, the sum of the Subordinated Invested Amount (FBC Component) and
the Subordinated Invested Amount (VBC Component), in each case, as of such
date.
"Subordinated Invested Amount (FBC Component)" shall mean, as of
any date of determination, an amount equal to (a) the Initial Subordinated
Invested Amount, minus, (b) the amount, if any, by which the aggregate amount
of Subordinated Investor (FBC) Charge-Offs exceeds the Subordinated Investor
(FBC) Charge-Offs reimbursed pursuant to Sections 4.01(c)(vii)(A),
4.01(d)(iii)(A)(3), 4.01(d)(iii)(B)(3) and 4.01(d)(iii)(C)(2) hereof prior to
such date, minus, (c) the amount of any reallocation of Subordinated Principal
(FBC Component) Collections made pursuant to Sections 4.01(d)(iii)(A)(1),
4.01(d)(iii)(B)(1) and 4.01(d)(iii)(C)(1) hereof prior to such date, plus, (d)
the amount of any reallocations made pursuant to Section 4.01(e)(iii)(A) prior
to such date, and minus, (e) the amount of principal payments made to the
holder of the Subordinated Certificate in respect of the Subordinated Invested
Amount (FBC Component) pursuant to Sections 4.01(d)(iii)(C)(3),
9.01(b)(ii)(C), 9.01(c)(ii)(C) and 9.01(d)(ii)(C) prior to such date, provided
that at no time shall the Subordinated Invested Amount (FBC Component) be less
than zero.
"Subordinated Invested Amount (VBC Component)" shall mean, as of
any date of determination, an amount equal to (a) the product of (i) a
fraction, the numerator of which is 16, and the denominator of which is 84 and
(ii) each Additional Invested Amount purchased by the Variable Base
Certificateholder prior to such date, minus, (b) the product of (i) a
fraction, the numerator of which is 16, and the denominator of which is 84 and
(ii) the amount of each reduction of the VBC Invested Amount made in
accordance herewith, minus, (c) the amount, if any, by which the aggregate
amount of Subordinated Investor (VBC) Charge-Offs exceeds the Subordinated
Investor (VBC) Charge-Offs reimbursed pursuant to Sections 4.01(c)(vii)(B),
4.01(d)(iv)(A)(3), 4.01(d)(iv)(B)(3) and 4.01(d)(iv)(C)(2) hereof prior to
such date, minus, (d) the amount of any reallocation of Subordinated Principal
(VBC Component) Collections made pursuant to Sections 4.01(d)(iv)(A)(1),
4.01(d)(iv)(B)(1) and 4.01(d)(iv)(C)(1) hereof prior to such date, plus, (e)
the amount of any reallocations made pursuant to Section 4.01(e)(iii)(B) prior
to such date, and minus, (f) the amount of principal payments made to the
holder of the Subordinated Certificate in respect of the Subordinated Invested
Amount (VBC Component) pursuant to Sections 4.01(d)(iv)(C)(3), 9.01(b)(ii)(D),
9.01(c)(ii)(D) and 9.01(d)(ii)(D) prior to such date, provided that at no time
shall the Subordinated Invested Amount (VBC Component) be less than zero or
greater than the Maximum VBC Subordinated Invested Amount at such time.
"Subordinated Investor Default Holdback Amount" shall mean, with
respect to (a) any Collection Period (other than the initial Collection
Period), the product of (i) the greater of (A) the Investor Default Amount
which the Servicer reasonably anticipates for such Collection Period or (B)
the product of (1) the highest default rate (i.e., a fraction, the numerator
of which is the Defaulted Amount for a Collection Period, and the denominator
of which is the aggregate Principal Receivables owned by the Trust as of the
last day of such Collection Period (or, in the case of the first twelve
Collection Periods, owned by Gottschalks)) for any of the twelve consecutive
Collection Periods preceding such Collection Period, (2) the aggregate amount
of the Principal Receivables owned by the Trust as of the first day of such
Collection Period, (3) the Series Allocation Percentage for the Series 1994-1
for such Collection Period, and (4) the Floating Allocation Percentage for
such Collection Period, and (ii) a fraction, the numerator of which is the
Subordinated Invested Amount and the denominator of which is the Required
Series Pool Balance, in each case, in effect for such Collection Period and
(b) the initial Collection Period, $1,948.84.
"Subordinated Investor (FBC) Charge-Offs" shall have the meaning
specified in Section 4.09(c) hereof.
"Subordinated Investor (VBC) Charge-Offs" shall have the meaning
specified in Section 4.09(d) hereof.
"Subordinated Principal Allocation Percentage" shall mean, with
respect to any Collection Period occurring (a) prior to the commencement of
any Controlled Amortization Period or Early Amortization Period, the
percentage equivalent of a fraction, the numerator of which is the
Subordinated Invested Amount as of the last day of the Preceding Collection
Period and the denominator of which is the Required Series Pool Balance as of
such last day, or (b) during any Controlled Amortization Period or the Early
Amortization Period, the percentage equivalent of a fraction, the numerator of
which is the Subordinated Invested Amount as of the last day of the Revolving
Period ended immediately prior to such Collection Period and the denominator
of which is the Required Series Pool Balance as of such last day.
"Subordinated Principal (FBC Component) Collections" shall mean,
for any Allocation Day, an amount equal to the Series Principal SC (FBC
Component) Collections for such day minus the amount of Series Principal SC
(FBC Component) Collections distributed to the Holder of the Exchangeable
Certificate on such day in accordance with Section 4.01(b)(iv) hereof.
"Subordinated Principal (VBC Component) Collections" shall mean,
for any Allocation Day, an amount equal to the Series Principal SC (VBC
Component) Collections for such day minus the amount of Series Principal SC
(VBC Component) Collections distributed to the Holder of the Exchangeable
Certificate on such day in accordance with Section 4.01(b)(v) hereof.
"Subordinated Reduction (FBC)" shall have the meaning specified in
Section 4.09(a) hereof.
"Subordinated Reduction (VBC)" shall have the meaning specified in
Section 4.09(b) hereof.
"Subordinated Servicing Fee Rate" shall mean, with respect to the
Certificates, one-half of one percent (0.5%).
"Successor Servicer Account" shall have the meaning specified in
Section 4.04(a) hereof.
"Variable Base Certificate" shall have the meaning specified in
Section 6.02 hereof.
"Variable Base Certificateholder" shall mean, with respect to the
Variable Base Certificate on any date, the Person in whose name the Variable
Base Certificate is registered on such date.
"VBC Additional Interest" shall have the meaning specified in
Section 4.02(b) hereof.
"VBC Additional Unutilized Commitment Fee" shall have the meaning
specified in Section 4.02(c) hereof.
"VBC Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is the VBC Invested Amount as of the last day of the Preceding
Collection Period and the denominator of which is the Required Series Pool
Balance as of such last day.
"VBC Carryover Interest" shall mean, for any Collection Period, an
amount equal to the sum of (a) the amount of any VBC Monthly Interest
previously due but not distributed on the Variable Base Certificate on a prior
distribution date, (b) to the extent permitted under applicable law, the
amount of any VBC Additional Interest to accrue during the Related Interest
Period and (c) the amount of any VBC Additional Interest previously due but
not distributed on the Variable Base Certificate on a prior Distribution Date.
"VBC Carryover Unutilized Commitment Fee" shall mean, for any
Collection Period, an amount equal to the sum of (a) the amount of any VBC
Unutilized Commitment Fee previously due but not distributed to the Holder of
the Variable Base Certificate on a prior Distribution Date, (b) to the extent
permitted under applicable law, the amount of any VBC Additional Unutilized
Commitment Fee to accrue during the Related Interest Period and (c) the amount
of any VBC Additional Unutilized Commitment Fee due but not distributed to the
Holder of the Variable Base Certificate on a prior Distribution Date.
"VBC Component" shall mean, as of any time of determination,
either (a) in the case of the Retained Amount Account, the amount set forth as
of such time on the ledger maintained by the Trustee in accordance with
Section 4.04(e) hereof as representing the net balance of deposits made to the
Retained Amount Account pursuant to Sections 4.01(d)(ii)(A)(2) and
4.01(d)(ii)(B)(2) hereof less amounts withdrawn therefrom in accordance with
Section 4.06, or (b) in the case of the Spread Account, the amount set forth
as of such time on the ledger maintained by the Trustee in accordance with
Section 4.04(e) hereof as representing the net balance of deposits made to the
Spread Account pursuant to Section 4.01(c)(iv) hereof less amounts withdrawn
therefrom in accordance with Section 4.07(c) hereof.
"VBC Controlled Amortization Period" shall mean, unless the Early
Amortization Period shall have commenced prior thereto, the period commencing
on the day immediately following the last day of the VBC Revolving Period, and
ending upon the first to occur of (a) the commencement of the Early
Amortization Period, (b) the payment in full to the Variable Base
Certificateholder of the VBC Invested Amount and (c) the Series Termination
Date.
"VBC Controlled Distribution Amount" shall mean, with respect to
any Distribution Date occurring during the VBC Controlled Amortization Period,
(i) if the VBC Revolving Period ends on the last day of the Collection Period
ending on October 31, 1996, an amount equal to one-sixth (1/6th) of the
principal balance of the Variable Base Certificate as of the November 1996
Distribution Date (after giving effect to any changes in the VBC Invested
Amount on such date) or (ii) if the VBC Revolving Period ends on the last day
of the Collection Period ending on August 31, 1998, an amount equal to one-
twelfth (1/12th) of the principal balance of the Variable Base Certificate as
of the September 1998 Distribution Date (after giving effect to any changes in
the VBC Invested Amount on such date).
"VBC Deficiency Amount" shall have the meaning specified in
Section 4.08(b) hereof.
"VBC Interest Rate" shall mean, with respect to any Interest
Period and the Variable Base Certificate, the lesser of (a) the interest rate
for such Interest Period determined in accordance with the terms of the
Variable Base Certificate and (b) the Maximum VBC Interest Rate.
"VBC Interest Shortfall" shall have the meaning specified in
Section 4.02(b) hereof.
"VBC Invested Amount" shall mean, as of any date of determination,
an amount equal to (a) $0, plus, (b) the aggregate principal amount of any
Additional Invested Amounts purchased by the Holder of the Variable Base
Certificate on or prior to such date, minus, (c) the amount of principal
payments made to the Variable Base Certificateholder prior to such date, and
minus, (d) the amount, if any, by which the aggregate amount of VBC Investor
Charge-Offs exceeds the VBC Investor Charge-Offs reimbursed pursuant to
Section 4.09(b) hereof prior to such date.
"VBC Investor Charge-Offs" shall have the meaning specified in
Section 4.09(b) hereof.
"VBC Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Investor Default
Amount for the Related Collection Period and (b) the VBC Allocation Percentage
for such Related Collection Period.
"VBC Investor Percentage" shall mean, with respect to any
Allocation Day, the percentage equivalent of a fraction, the numerator of
which is the VBC Invested Amount as of the preceding Business Day and the
denominator of which is the Invested Amount of such preceding Business Day.
"VBC Monthly Interest" shall have the meaning specified in Section
4.02(b) hereof.
"VBC Monthly Principal" shall have the meaning specified in
Section 4.03(b) hereof.
"VBC Principal Allocation Percentage" shall mean, with respect to
any Collection Period occurring (a) prior to the commencement of any
Controlled Amortization Period or Early Amortization Period, the percentage
equivalent of a fraction, the numerator of which is the VBC Invested Amount as
of the last day of the Preceding Collection Period and the denominator of
which is the Required Series Pool Balance as of such last day, or (b) during
any Controlled Amortization Period or Early Amortization Period, the
percentage equivalent of a fraction, the numerator of which is the VBC
Invested Amount as of the last day of the Revolving Period ended immediately
prior to such Collection Period and the denominator of which is the Required
Series Pool Balance as of such last day.
"VBC Principal Collections" shall mean, for any Allocation Day, an
amount equal to the Series Principal VBC Collections for such day minus the
amount of Series Principal VBC Collections distributed to the Holder of the
Exchangeable Certificate on such day in accordance with Section 4.01(b)(iii)
hereof.
"VBC Revolving Period" shall mean the period beginning at the
opening of business on September 16, 1994 and ending on the earlier of (a) the
last day of the Collection Period ending on October 31, 1996 or, if the
Variable Base Certificateholder has consented to a later date in accordance
with Section 6.02(f) hereof, the last day of the Collection Period ending on
August 31, 1998 and (b) the close of business on the Business Day immediately
preceding the day on which the Early Amortization Period commences.
"VBC Unutilized Commitment Fee" shall mean, with respect to any
Distribution Date, either (a) during the VBC Revolving Period, an amount equal
to the aggregate, for each day during the Related Interest Period (or, in the
case of the first Distribution Date following the date on which the Variable
Base Certificate is authenticated by the Trustee and delivered to the Variable
Base Certificateholder, the period from and including the date of
authentication and delivery to and including the day immediately preceding
such Distribution Date), of the product of (i) the difference between
$15,000,000 and the VBC Invested Amount on such day, (ii) the per annum rate
(based on a year of 365 days or 366 days, as the case may be) set forth in the
Variable Base Certificate and (iii) a fraction, the numerator of which is the
number of days in the Related Interest Period, and the denominator of which is
the number of days in the then current calendar year or (b) during the VBC
Controlled Amortization Period or Early Amortization Period, zero.
"VBC Unutilized Commitment Fee Shortfall" shall have the meaning
specified in Section 4.02(c) hereof.
(b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever
used in this Series Supplement or the Agreement with respect to the
Certificates, Duff & Phelps and Fitch.
(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 2.01 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 3.01. Servicing Compensation. The monthly servicing fee
hereunder (the "Monthly Servicing Fee") shall be payable to the Servicer, in
arrears, on each Distribution Date occurring prior to the earlier of the first
Distribution Date following the Series Termination Date and the first
Distribution Date on which the Invested Amount and the Subordinated Invested
Amount are both zero, in an amount equal to one-twelfth of the product of (a)
the Servicing Fee Rate and (b) the Required Series Pool Balance in effect
during the Related Collection Period; provided, however, that with respect to
the first Distribution Date, the Monthly Servicing Fee shall be equal to
$3,968.26. In no event shall the Trust, the Trustee, the Fixed Base
Certificateholders, the Variable Base Certificateholder or the Holder of the
Subordinated Certificate 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.
ARTIC LE IV
Right s of Certificateholders and
Alloc ation and Application of Collections
SECTION 4.01. Allocations and Distributions.
(a) General. Series Finance Charge Collections, Series Principal
Collections and Series Default Amounts, as they relate to the Certificates and
the Exchangeable Certificate, shall be allocated and distributed as set forth
in this Article IV. If an amount is to be allocated between, or paid to, the
Fixed Base Certificateholders and the Variable Base Certificateholder, and the
amount in question is not sufficient to fully satisfy the Fixed Base
Certificateholders and the Variable Base Certificateholder, then, unless the
context otherwise requires, such amount shall be allocated or paid to the
Fixed Base Certificateholders according to the FBC Investor Percentage then in
effect and to the Variable Base Certificateholder according to the VBC
Investor Percentage then in effect.
(b) Distribution of Collections to the Holder of the
Exchangeable Certificate. At the beginning of each Business Day (an
"Allocation Day"), the Servicer shall cause the Trustee 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 in effect on such day and (B) the amount of Series Finance
Charge Collections received since the beginning of the preceding Business Day,
(ii) an amount equal to the product of (A) the Exchangeable Holder's FBC
Percentage in effect on such day and (B) the amount of Series Principal FBC
Collections received since the beginning of the preceding Business Day, (iii)
an amount equal to the product of (A) the Exchangeable Holder's VBC Percentage
in effect on such day and (B) the amount of Series Principal VBC Collections
received since the beginning of the preceding Business Day, (iv) an amount
equal to the product of (A) the Exchangeable Holder's FBC Percentage in effect
on such day and (B) the amount of Series Principal SC (FBC Component)
Collections received since the beginning of the preceding Business Day, and
(v) an amount equal to the product of (A) the Exchangeable Holder's VBC
Percentage in effect on such day and (B) the amount of Series Principal SC
(VBC Component) Collections received since the beginning of the preceding
Business Day. On each Distribution Date, the Servicer shall allocate to the
Holder of the Exchangeable Certificate an amount equal to the product of (x)
the Exchangeable Holder's Percentage in effect on such date and (y) the amount
of Series Default Amount for the Related Collection Period.
(c) Allocation of Investor Finance Charge Collections. At the
beginning of each Allocation Day, the Servicer shall allocate Investor Finance
Charge Collections received since the beginning of the preceding Business Day
as follows and in the following priorities (each priority to be satisfied
daily before allocations are made to any subsequent priority):
(i) first, (1) if such Allocation Day falls within an Assumed
Period, unless an amount equal to the Maximum Monthly Senior Servicing
Fee for the current Collection Period, plus any previously unpaid
Monthly Senior Servicing Fee (but only with respect to the then current
Servicer) is then on deposit in the Collection Account and allocated
therefor, or (2) if such Allocation Day falls outside of an Assumed
Period, unless an amount equal to the Monthly Senior Servicing Fee for
the current Interest Period, plus any previously unpaid Monthly Senior
Servicing Fee (but only with respect to the then current Servicer) is
then on deposit in the Collection Account and allocated therefor,
Investor Finance Charge Collections received since the beginning of the
preceding Business Day shall be retained in the Collection Account until
such amount is then on deposit;
(ii) second, (1) if such Allocation Day falls within an Assumed
Period, unless an amount equal to the sum of: (A) the FBC Monthly
Interest to accrue during the next succeeding Interest Period, plus the
amount of any FBC Carryover Interest for such Collection Period, (B) an
amount equal to the Maximum VBC Monthly Interest to accrue during the
next succeeding Interest Period, plus the amount of any VBC Carryover
Interest for such Interest Period, and (C) during the VBC Revolving
Period only, an amount equal to the Maximum VBC Unutilized Commitment
Fee for the next succeeding Interest Period, plus the amount of any VBC
Carryover Unutilized Commitment Fee for such Interest Period, is then on
deposit in the Collection Account and allocated therefor, or (2) if such
Allocation Day falls outside of an Assumed Period, unless an amount
equal to the sum of: (A) the FBC Monthly Interest to accrue during the
current Interest Period, plus the amount of any FBC Carryover Interest
for such Collection Period, (B) an amount equal to the VBC Monthly
Interest to accrue during the current Interest Period, plus the amount
of any VBC Carryover Interest for such Interest Period, and (C) during
the VBC Revolving Period only, an amount equal to the VBC Unutilized
Commitment Fee for the current Interest Period, plus the amount of any
VBC Carryover Unutilized Commitment Fee for such Interest Period, is
then on deposit in the Collection Account and allocated therefor,
Investor Finance Charge Collections received since the beginning of the
preceding Business Day shall be retained in the Collection Account until
the respective amounts are then on deposit;
(iii) third, unless an amount equal to the Senior Investor
Default Holdback Amount for the current Collection Period is then on
deposit in the Collection Account and allocated therefor, Investor
Finance Charge Collections received since the beginning of the preceding
Business Day shall be retained in the Collection Account until such
amount is then on deposit;
(iv) fourth, unless the amount then on deposit in the Spread
Account is equal to the Spread Requirement on such Allocation Day,
Investor Finance Charge Collections received since the beginning of the
preceding Business Day shall be withdrawn from the Collection Account in
an amount equal to such insufficiency and shall be deposited in the
Spread Account;
(v) fifth, unless an amount equal to the sum of (A) all
unreimbursed FBC Investor Charge-Offs as of such Allocation Day have
been reallocated as FBC Principal Collections and (B) all unreimbursed
VBC Investor Charge-Offs as of such Allocation Day have been reallocated
as VBC Principal Collections, Investor Finance Charge Collections
received since the beginning of the preceding Business Day shall be
reallocated, respectively, as FBC Principal Collections and VBC
Principal Collections until the amounts reallocated equal all
unreimbursed FBC Investor Charge-Offs and unreimbursed VBC Investor
Charge-Offs; provided, however, that if the amount of Investor Finance
Charge Collections remaining on any Allocation Day after making the
allocations described in paragraphs (i) through (iv) immediately above
is not sufficient to fully satisfy the reallocations required to be made
pursuant to this paragraph (v) on such Allocation Day, such remaining
Investor Finance Charge Collections shall be reallocated as follows: (x)
an amount equal to the product of such remaining Investor Finance Charge
Collections and the FBC Investor Percentage shall be reallocated as FBC
Principal Collections and applied to reimburse unreimbursed FBC Investor
Charge-Offs and (y) an amount equal to the product of such remaining
Investor Finance Charge Collections and the VBC Investor Percentage
shall be reallocated as VBC Principal Collections and applied to
reimburse unreimbursed VBC Charge-Offs;
(vi) sixth, unless an amount equal to the Subordinated Investor
Default Holdback Amount for the current Collection Period is then on
deposit in the Collection Account and allocated therefor, Investor
Finance Charge Collections deposited in the Collection Account since the
beginning of the Preceding Business Day shall be retained in the
Collection Account until such amount is then on deposit;
(vii) seventh, unless an amount equal to (A) all unreimbursed
Subordinated Investor (FBC) Charge-Offs as of such Allocation Day has
been reallocated as Subordinated Principal (FBC Component) Collections,
a portion (based on the FBC Investor Percentage) of all Investor Finance
Charge Collections received since the beginning of the preceding
Business Day shall be reallocated as Subordinated Principal (FBC
Component) Collections; and (B) all unreimbursed Subordinated Investor
(VBC) Charge-Offs as of such Allocation Day has been reallocated as
Subordinated Principal (VBC Component) Collections, a portion (based on
the VBC Investor Percentage) of all Investor Finance Charge Collections
received since the beginning of the preceding Business Day shall be
reallocated as Subordinated Principal (VBC Component) Collections;
(viii) eighth, if such Allocation Day falls within an Early
Amortization Period which commenced (1) on any date on or after August
31, 1997 or (2) as a result of the occurrence of an Early Amortization
Event of the type described in Sections 7.01(a), (c), (e), (f), (g) or
(j) hereof caused directly or indirectly by (A) the imposition of a
Block Period, (B) the removal of Removed Accounts, (C) the issuance of a
new Series and/or the willful breach by the Servicer (so long as the
Servicer is Gottschalks) of its obligations under the Agreement and this
Series Supplement, then, unless an amount equal to the Projected Make
Whole Premium for the Related Collection Period (together with any Make
Whole Premium previously due but not paid on a prior Distribution Date)
is then on deposit in the Collection Account and allocated therefor,
Investor Finance Charge Collections received since the beginning of the
preceding Business Day shall be retained in the Collection Account until
such amount is then on deposit and allocated therefor;
(ix) ninth, unless (1) if such Allocation Day falls within an
Assumed Period, an amount equal to the Maximum Monthly Subordinated
Servicing Fee for the current Interest Period, plus any previously
unpaid Monthly Subordinated Servicing Fee (but only with respect to the
then current Servicer) is then on deposit in the Collection Account and
allocated therefor, or (2) if such Allocation Day falls outside of an
Assumed Period, an amount equal to the Monthly Subordinated Servicing
Fee for the current Interest Period, plus any previously unpaid Monthly
Subordinated Servicing Fee (but only with respect to the current
Servicer) is then on deposit in the Collection Account and allocated
therefor, Investor Finance Charge Collections received since the
beginning of the preceding Business Day shall be retained in the
Collection Account until such amount is then on deposit; and
(x) tenth, the balance, if any, of the Investor Finance Charge
Collections received since the beginning of the preceding Business Day
(after making the allocations described in paragraphs (i) through (ix)
above) shall, subject to Section 4.07(e) hereof, be distributed to the
Depositor for application in accordance with the Receivables Purchase
Agreement.
(d) Allocation of Principal Collections. (i) At the beginning
of each Allocation Day, the Servicer shall allocate the FBC Principal
Collections for such day as follows and in the following priorities (each
priority to be satisfied daily before allocations are made to any subsequent
priority):
(A) if such Allocation Day occurs during the FBC Revolving
Period:
(1) first, unless the amount retained in the Collection Account
pursuant to Section 4.01(d)(iii)(A)(2) hereof (as of the preceding
Business Day), is equal to the amount of all unreimbursed FBC Investor
Charge-Offs, FBC Principal Collections received since the beginning of
the preceding Business Day shall be retained in the Collection Account
until the sum of such amounts equals the amount of all unreimbursed FBC
Investor Charge-Offs;
(2) second, if pursuant to Section 4.06(a) hereof an amount is
required to be deposited in the Retained Amount Account on such day, FBC
Principal Collections received since the beginning of the preceding
Business Day in an amount equal to the lesser of (x) the product of (1)
the amount of such required deposit and (2) the FBC Allocation
Percentage for such Allocation Day, and (y) the amount of FBC Principal
Collections received since the beginning of the preceding Business Day
shall be withdrawn from the Collection Account and deposited in the
Retained Amount Account; and
(3) third, the balance, if any, of FBC Principal Collections
received since the beginning of the preceding Business Day (after making
the allocations described in paragraphs (1) and (2) above) shall,
subject to Section 4.07(e) hereof, be distributed to the Depositor for
application in accordance with the Receivables Purchase Agreement; or
(B) if such Allocation Day occurs during the FBC Controlled
Amortization Period:
(1) first, unless an amount equal to the FBC Controlled
Distribution Amount is then on deposit in the Collection Account and
allocated therefor, FBC Principal Collections received since the
beginning of the preceding Business Day shall be retained in the
Collection Account until such amount is then on deposit;
(2) second, unless the amount retained in the Collection Account
pursuant to Section 4.01(d)(iii)(B)(2) hereof (as of the preceding
Business Day), is equal to the amount of all unreimbursed FBC Investor
Charge-Offs, FBC Principal Collections received since the beginning of
the preceding Business Day shall be retained in the Collection Account
until the sum of such amounts equals the amount of all unreimbursed FBC
Investor Charge-Offs;
(3) third, if pursuant to Section 4.06(a) hereof an amount is
required to be deposited in the Retained Amount Account on such day, FBC
Principal Collections received since the beginning of the preceding
Business Day in an amount equal to the lesser of (x) the product of (1)
the amount of such required deposit and (2) the FBC Allocation
Percentage for such Allocation Day, and (y) the amount of FBC Principal
Collections received since the beginning of the preceding Business Day
shall be withdrawn from the Collection Account and deposited in the
Retained Amount Account; and
(4) fourth, the balance, if any, of FBC Principal Collections
received since the beginning of the preceding Business Day (after making
the allocations described in paragraphs (1), (2) and (3) above) shall,
subject to Section 4.07(e) hereof, be distributed to the Depositor for
application in accordance with the Receivables Purchase Agreement; or
(C) if such Allocation Day occurs during the Early Amortization
Period:
(1) first, unless an amount equal to the FBC Invested Amount is
then on deposit in the Collection Account and allocated therefor, FBC
Principal Collections received since the beginning of the preceding
Business Day shall be retained in the Collection Account until such
amount is then on deposit; and
(2) second, the balance, if any, of FBC Principal Collections
received since the beginning of the preceding Business Day (after making
the allocation described in paragraph (1) above) shall, subject to
Section 4.07(e) hereof, be distributed to the Depositor for application
in accordance with the Receivables Purchase Agreement.
(ii) At the beginning of each Allocation Day, the Servicer shall
allocate the VBC Principal Collections for such day as follows and in the
following priorities (each priority to be satisfied daily before allocations
are made to any subsequent priority):
(A) if such Allocation Day occurs during the VBC Revolving
Period:
(1) first, unless the amount retained in the Collection Account
pursuant to Section 4.01(d)(iv)(A)(2) hereof (as of the preceding
Business Day), is equal to the amount of all unreimbursed VBC Investor
Charge-Offs, VBC Principal Collections received since the beginning of
the preceding Business Day shall be retained in the Collection Account
until the sum of such amounts equals the amount of all unreimbursed VBC
Investor Charge-Offs;
(2) second, if pursuant to Section 4.06(a) hereof an amount is
required to be deposited in the Retained Amount Account on such day, VBC
Principal Collections received since the beginning of the preceding
Business Day in an amount equal to the lesser of (x) the product of (1)
the amount of such required deposit and (2) the VBC Allocation
Percentage for such Allocation Day, and (y) the amount of VBC Principal
Collections received since the beginning of the preceding Business Day
shall be withdrawn from the Collection Account and deposited in the
Retained Amount Account;
(3) third, if the Servicer has received a Prepayment Notice in
accordance with Section 6.04 hereof, VBC Principal Collections received
since the beginning of the preceding Business Day shall be retained in
the Collection Account until such time as the amount on deposit therein
is equal to (1) the Prepayment Amount, or (2) if the Prepayment Date is
a Distribution Date later than the second Distribution Date following
the date on which such Prepayment Notice was received by the Servicer,
the monthly amount set forth in the Prepayment Notice; and
(4) fourth, the balance, if any, of VBC Principal Collections
received since the beginning of the preceding Business Day (after making
the allocations described in paragraphs (1), (2) and (3) above) shall,
subject to Section 4.07(e) hereof, be distributed to the Depositor for
application in accordance with the Receivables Purchase Agreement; or
(B) if such Allocation Day occurs during the VBC Controlled
Amortization Period:
(1) first, unless an amount equal to the VBC Controlled
Distribution Amount is then on deposit in the Collection Account and
allocated therefor, VBC Principal Collections received since the
beginning of the preceding Business Day shall be retained in the
Collection Account until such amount is then on deposit;
(2) second, unless the amount retained in the Collection Account
pursuant to Section 4.01(d)(iv)(B)(2) hereof (as of the preceding
Business Day), is equal to the amount of all unreimbursed VBC Investor
Charge-Offs, VBC Principal Collections received since the beginning of
the preceding Business Day shall be retained in the Collection Account
until the sum of such amounts equals the amount of all unreimbursed VBC
Investor Charge-Offs;
(3) third, if pursuant to Section 4.06(a) hereof an amount is
required to be deposited in the Retained Amount Account on such day, VBC
Principal Collections received since the beginning of the preceding
Business Day shall be withdrawn from the Collection Account in an amount
equal to the lesser of (x) the product of (1) the amount of such
required deposit and (2) the VBC Allocation Percentage for such
Allocation Day, and (y) the amount of VBC Principal Collections received
since the beginning of the preceding Business Day and deposited in the
Retained Amount Account; and
(4) fourth, the balance, if any, of VBC Principal Collections
received since the beginning of the preceding Business Day (after making
the allocations described in paragraphs (1), (2) and (3) above) shall,
subject to Section 4.07(e) hereof, be distributed to the Depositor for
application in accordance with the Receivables Purchase Agreement; or
(C) if such Allocation Day occurs during the Early Amortization
Period:
(1) first, unless an amount equal to the VBC Invested Amount is
then on deposit in the Collection Account and allocated therefor, VBC
Principal Collections received since the beginning of the preceding
Business Day shall be retained in the Collection Account until such
amount is then on deposit; and
(2) second, the balance, if any, of VBC Principal Collections
received since the beginning of the preceding Business Day (after making
the allocation described in paragraph (1) above) shall, subject to
Section 4.07(e) hereof, be distributed to the Depositor for application
in accordance with the Receivables Purchase Agreement.
(iii) At the beginning of each Allocation Day, the Servicer shall
allocate the Subordinated Principal (FBC Component) Collections for such day
as follows and in the following priorities (each priority to be satisfied
daily before allocations are made to any subsequent priority):
(A) if such Allocation Day occurs during the FBC Revolving
Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (FBC Component) Collections will be reallocated
as Investor Finance Charge Collections in the amount by which the
product of (x) the Investor Default Amount for such Collection Period
and (y) the FBC Allocation Percentage for such Collection Period,
exceeds the product of (1) the amount allocated to the Senior Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and (2) the FBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed FBC Investor Charge-Offs is then on deposit in the
Collection Account and allocated therefor, Subordinated Principal (FBC
Component) Collections received since the beginning of the preceding
Business Day shall be retained in the Collection Account until the sum
of such amounts equals the amount of all unreimbursed FBC Investor
Charge-Offs;
(3) third, unless an amount equal to the amount of all
unreimbursed Subordinated Investor (FBC) Charge-Offs is then on deposit
in the Collection Account and allocated therefor, Subordinated Principal
(FBC Component) Collections received since the beginning of the
preceding Business Day shall be retained in the Collection Account until
the sum of such amounts equals the amount of all unreimbursed
Subordinated Investor (FBC) Charge-Offs;
(4) fourth, if pursuant to Section 4.06(a) hereof an amount is
required to be deposited in the Retained Amount Account on such day,
Subordinated Principal (FBC Component) Collections received since the
beginning of the preceding Business Day in an amount equal to the lesser
of (x) the product of (1) the amount of such required deposit, (2) the
Subordinated Principal Allocation Percentage for such Allocation Day and
(3) the FBC Investor Percentage for such Allocation Day, and (y) the
amount of Subordinated Principal (FBC Component) Collections received
since the beginning of the preceding Business Day shall be withdrawn
from the Collection Account and deposited in the Retained Amount
Account; and
(5) fifth, the balance, if any, of Subordinated Principal (FBC
Component) Collections received since the beginning of the preceding
Business Day (after making the allocations described in paragraphs (1),
(2), (3) and (4) above) shall, subject to Section 4.07(e) hereof, be
distributed to the Depositor for application in accordance with the
Receivables Purchase Agreement; or
(B) if such Allocation Day occurs during the FBC Controlled
Amortization Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (FBC Component) Collections will be reallocated
as Investor Finance Charge Collections in the amount by which the
product of (x) the Investor Default Amount for such Collection Period
and (y) the FBC Allocation Percentage for such Collection Period,
exceeds the product of (1) the amount allocated to the Senior Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and (2) the FBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed FBC Investor Charge-Offs is then on deposit in the
Collection Account and allocated therefor, Subordinated Principal (FBC
Component) Collections received since the beginning of the preceding
Business Day shall be retained in the Collection Account until the sum
of such amounts equals the amount of all unreimbursed FBC Investor
Charge-Offs;
(3) third, unless an amount equal to the amount of all
unreimbursed Subordinated Investor (FBC) Charge-Offs is then on deposit
in the Collection Account and allocated therefor, Subordinated Principal
(FBC Component) Collections received since the beginning of the
preceding Business Day shall be retained in the Collection Account until
the sum of such amounts equals the amount of all unreimbursed
Subordinated Investor (FBC) Charge-Offs;
(4) fourth, if pursuant to Section 4.06(a) hereof an amount is
required to be deposited in the Retained Amount Account on such day,
Subordinated Principal (FBC Component) Collections received since the
beginning of the preceding Business Day shall be withdrawn from the
Collection Account in an amount equal to the lesser of (x) the product
of (1) the amount of such required deposit, (2) the Subordinated
Principal Allocation Percentage for such Allocation Day and (3) the FBC
Investor Percentage for such Allocation Day, and (y) the amount of
Subordinated Principal (FBC Component) Collections received since the
beginning of the preceding Business Day, and deposited in the Retained
Amount Account; and
(5) fifth, the balance, if any, of Subordinated Principal (FBC
Component) Collections received since the beginning of the preceding
Business Day (after making the allocations described in paragraphs (1),
(2), (3) and (4) above) shall, subject to Section 4.07(e) hereof, be
distributed to the Depositor for application in accordance with the
Receivables Purchase Agreement; or
(C) if such Allocation Day occurs during the Early Amortization
Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (FBC Component) Collections will be reallocated
as Investor Finance Charge Collections in the amount by which the
product of (x) the Investor Default Amount for such Collection Period
and (y) the FBC Allocation Percentage for such Collection Period,
exceeds the product of (1) the amount allocated to the Senior Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and (2) the FBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed FBC Investor Charge-Offs is then on deposit in the
Collection Account and allocated therefor, Subordinated Principal (FBC
Component) Collections received since the beginning of the preceding
Business Day shall be retained in the Collection Account until the sum
of such amounts equals the amount of all unreimbursed FBC Investor
Charge-Offs; and
(3) third, the balance, if any, of Subordinated Principal (FBC
Component) Collections received since the beginning of the preceding
Business Day (after making the allocations described in paragraphs (1)
and (2) above) (1) so long as the Subordinated Invested Amount (FBC
Component) is greater than zero, shall, subject to Section 4.07(e)
hereof, be distributed to the Depositor for application in accordance
with the Receivables Purchase Agreement, and (2) if the Subordinated
Invested Amount (FBC Component) is zero, shall be distributed to the
Depositor.
(iv) At the beginning of each Allocation Day, the Servicer shall
allocate the Subordinated Principal (VBC Component) Collections for such day
as follows and in the following priorities (each priority to be satisfied
daily before allocations are made to any subsequent priority):
(A) if such Allocation Day occurs during the VBC Revolving
Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (VBC Component) Collections will be reallocated
as Investor Finance Charge Collections in the amount by which the
product of (x) the Investor Default Amount for such Collection Period
and (y) the VBC Allocation Percentage for such Collection Period,
exceeds the product of (1) the amount allocated to the Senior Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and (2) the VBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed VBC Investor Charge-Offs is then on deposit in the
Collection Account and allocated therefor, Subordinated Principal (VBC
Component) Collections received since the beginning of the preceding
Business Day shall be retained in the Collection Account until the sum
of such amounts equals the amount of all unreimbursed VBC Investor
Charge-Offs;
(3) third, unless an amount equal to the amount of all
unreimbursed Subordinated Investor (VBC) Charge-Offs is then on deposit
in the Collection Account and allocated therefor, Subordinated Principal
(VBC Component) Collections received since the beginning of the
preceding Business Day shall be retained in the Collection Account until
the sum of such amounts equals the amount of all unreimbursed
Subordinated Investor (VBC) Charge-Offs;
(4) fourth, if pursuant to Section 4.06(a) hereof an amount is
required to be deposited in the Retained Amount Account on such day,
Subordinated Principal (VBC Component) Collections received since the
beginning of the preceding Business Day in an amount equal to the lesser
of (x) the product of (1) the amount of such required deposit, (2) the
Subordinated Principal Allocation Percentage for such Allocation Day and
(3) the VBC Investor Percentage for such Allocation Day, and (y) the
amount of Subordinated Principal (VBC Component) Collections received
since the beginning of the preceding Business Day shall be withdrawn
from the Collection Account and deposited in the Retained Amount
Account; and
(5) fifth, the balance, if any, of Subordinated Principal (VBC
Component) Collections received since the beginning of the preceding
Business Day (after making the allocations described in paragraphs (1),
(2), (3) and (4) above) shall, subject to Section 4.07(e) hereof, be
distributed to the Depositor for application in accordance with the
Receivables Purchase Agreement; or
(B) if such Allocation Day occurs during the VBC Controlled
Amortization Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (VBC Component) Collections will be reallocated
as Investor Finance Charge Collections in the amount by which the
product of (x) the Investor Default Amount for such Collection Period
and (y) the VBC Allocation Percentage for such Collection Period,
exceeds the product of (1) the amount allocated to the Senior Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and (2) the VBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed VBC Investor Charge-Offs is then on deposit in the
Collection Account and allocated therefor, Subordinated Principal (VBC
Component) Collections received since the beginning of the preceding
Business Day shall be retained in the Collection Account until the sum
of such amounts equals the amount of all unreimbursed VBC Investor
Charge-Offs;
(3) third, unless an amount equal to the amount of all
unreimbursed Subordinated Investor (VBC) Charge-Offs is then on deposit
in the Collection Account and allocated therefor, Subordinated Principal
(VBC Component) Collections received since the beginning of the
preceding Business Day shall be retained in the Collection Account until
the sum of such amounts equals the amount of all unreimbursed
Subordinated Investor (VBC) Charge-Offs;
(4) fourth, if pursuant to Section 4.06(a) hereof an amount is
required to be deposited in the Retained Amount Account on such day,
Subordinated Principal (VBC Component) Collections received since the
beginning of the preceding Business Day shall be withdrawn from the
Collection Account in an amount equal to the lesser of (x) the product
of (1) the amount of such required deposit, (2) the Subordinated
Principal Allocation Percentage for such Allocation Day and (3) the VBC
Investor Percentage for such Allocation Day, and (y) the amount of
Subordinated Principal (VBC Component) Collections received since the
beginning of the preceding Business Day, and deposited in the Retained
Amount Account; and
(5) fifth, the balance, if any, of Subordinated Principal (VBC
Component) Collections received since the beginning of the preceding
Business Day (after making the allocations described in paragraphs (1),
(2), (3) and (4) above) shall, subject to Section 4.07(e) hereof, be
distributed to the Depositor for application in accordance with the
Receivables Purchase Agreement; or
(C) if such Allocation Day occurs during the Early Amortization
Period:
(1) first, on the last day of each Collection Period,
Subordinated Principal (VBC Component) Collections will be reallocated
as Investor Finance Charge Collections in the amount by which the
product of (x) the Investor Default Amount for such Collection Period
and (y) the VBC Allocation Percentage for such Collection Period,
exceeds the product of (1) the amount allocated to the Senior Investor
Default Holdback Amount pursuant to Section 4.01(c)(iii) and (2) the VBC
Investor Percentage for such day;
(2) second, unless an amount equal to the amount of all
unreimbursed VBC Investor Charge-Offs is then on deposit in the
Collection Account and allocated therefor, Subordinated Principal (VBC
Component) Collections received since the beginning of the preceding
Business Day shall be retained in the Collection Account until the sum
of such amounts equals the amount of all unreimbursed VBC Investor
Charge-Offs; and
(3) third, the balance, if any, of Subordinated Principal (VBC
Component) Collections received since the beginning of the preceding
Business Day (after making the allocations described in paragraphs (1)
and (2) above) (1) so long as the Subordinated Invested Amount (VBC
Component) is greater than zero, shall, subject to Section 4.07(e)
hereof, be distributed to the Depositor for application in accordance
with the Receivables Purchase Agreement, and (2) if the Subordinated
Invested Amount (VBC Component) is zero, shall be distributed to the
Depositor.
(e) Investor Default Holdback Amounts. On the first day of each
Collection Period (other than in the case of the first Collection Period), the
Servicer shall direct the Trustee to apply the Senior Investor Default
Holdback Amount retained in the Collection Account during the Preceding
Collection Period as follows:
(i) an amount equal to the lesser of (A) the product of the
Senior Investor Default Holdback Amount for the Preceding Collection
Period and the FBC Investor Percentage in effect for such Preceding
Collection Period and (B) the product of the Investor Default Amount for
the Preceding Collection Period and the FBC Allocation Percentage in
effect for such Preceding Collection Period, shall be reallocated as FBC
Principal Collections;
(ii) an amount equal to the lesser of (A) the product of the
Senior Investor Default Holdback Amount for the Preceding Collection
Period and the VBC Investor Percentage in effect for such Preceding
Collection Period and (B) the product of the Investor Default Amount for
the Preceding Collection Period and the VBC Allocation Percentage in
effect for such Preceding Collection Period, shall be reallocated as VBC
Principal Collections; and
(iii) if any of the Senior Investor Default Holdback Amount for
the Preceding Collection Period remains in the Collection Account after
making the reallocations described in paragraphs (i) and (ii) above, (A)
a portion of such remaining amount (equal to the product of such amount
and the FBC Investor Percentage on such first day) shall be reallocated
as Subordinated Principal (FBC Component) Collections and shall result
in a corresponding reinstatement of the Subordinated Invested Amount
(FBC Component) (to the extent that any reduction has previously been
made to such amount); and (B) a portion of such remaining amount (equal
to the product of such amount and the VBC Investor Percentage on such
first day) shall be reallocated as Subordinated Principal (VBC
Component) Collections and shall result in a corresponding reinstatement
of the Subordinated Invested Amount (VBC Component) (to the extent that
any reduction has previously been made to such amount);
(iv) an amount equal to (A) the lesser of (1) the product of (x)
the Subordinated Investor Default Holdback Amount for the Preceding
Collection Period and (y) the FBC Investor Percentage as of such first
day, and (2) the product of (x) the Investor Default Amount for the
Preceding Collection Period, (y) the Subordinated Allocation Percentage
in effect for the Preceding Collection Period and (z) the FBC Investor
Percentage as of such first day shall be reallocated as Subordinated
Principal (FBC Component) Collections, and (B) the lesser of (1) the
product of (x) the Subordinated Investor Default Holdback Amount for the
Preceding Collection Period and (y) the VBC Investor Percentage as of
such first day, and (2) the product of (x) the Investor Default Amount
for the Preceding Collection Period, (y) the Subordinated Allocation
Percentage in effect for the Preceding Collection Period and (z) the VBC
Investor Percentage as of such first day shall be reallocated as
Subordinated Principal (VBC Component) Collections; and
(v) if any of the Subordinated Investor Default Holdback Amount
for the Preceding Collection Period remains in the Collection Account
after making the reallocations described in paragraph (iv) above, such
remaining amount shall be distributed to the Depositor for application
in accordance with the Receivables Purchase Agreement.
(f) Distributions. (i) On or before each Determination Date,
the Servicer shall provide written directions to the Trustee directing the
Trustee to distribute to the Fixed Base Certificateholders on the following
Distribution Date from amounts on deposit in the Collection Account:
(A) if such Determination Date occurs during the FBC Revolving
Period: (1) an amount equal to the sum of the amounts, if any, retained
in the Collection Account during the Related Collection Period in
respect of the Fixed Base Certificates pursuant to Section 4.01(c)(ii)
and (2) an amount equal to the lesser of the Projected Make Whole
Premium for the Related Collection Period and the Make Whole Premium
calculated as of such Determination Date; or
(B) if such Determination Date occurs during the FBC Controlled
Amortization Period, an amount equal to the sum of the amounts, if any,
retained in the Collection Account during the Related Collection Period
in respect of the Fixed Rate Certificates pursuant to Sections
4.01(c)(ii) and 4.01(d)(i)(B)(1); or
(C) if such Determination Date occurs during the Early
Amortization Period, an amount equal to the sum of the amounts, if any,
retained in the Collection Account during the Related Collection Period
in respect of the Fixed Rate Certificates pursuant to Sections
4.01(c)(ii) and 4.01(d)(i)(C)(1);
(ii) On or before each Determination Date, the Servicer shall
provide written directions to the Trustee directing the Trustee to distribute
to the Variable Base Certificateholder on the following Distribution Date from
amounts on deposit in the Collection Account:
(A) if such Determination Date occurs during the VBC Revolving
Period, an amount equal to the sum of the amounts, if any, retained in
the Collection Account during the Related Collection Period in respect
of the Variable Base Certificate pursuant to Section 4.01(c)(ii); or
(B) if such Determination Date occurs during the VBC Controlled
Amortization Period, an amount equal to the sum of the amounts, if any,
retained in the Collection Account during the Related Collection Period
in respect of the Variable Base Certificate pursuant to Sections
4.01(c)(ii) and 4.01(d)(ii)(B)(1); or
(C) if such Determination Date occurs during the Early
Amortization Period, an amount equal to the sum of the amounts, if any,
retained in the Collection Account during the Related Collection Period
in respect of the Variable Base Certificate pursuant to Sections
4.01(c)(ii) and 4.01(d)(ii)(C)(1); and
(iii) 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 from amounts on deposit in
the Collection Account, an amount equal to the sum of the amounts, if any,
retained in the Collection Account during the Related Collection Period
pursuant to Sections 4.01(c)(i) and 4.01(c)(ix); provided, however, so long as
Gottschalks is the Servicer, the Trustee shall first deduct from any amount
payable to the Servicer pursuant to this paragraph (iii) an amount equal to
$8,000 (plus any prior payments of such amount which remain unpaid) as payment
for the fees of the Standby Servicer.
(iv) 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 4.01(c) and Section
4.01(d) and not required for any other purpose to the Depositor for
application in accordance with the Receivables Purchase Agreement.
(g) Other Amounts. The withdrawals to be made from the
Collection Account pursuant to this Section 4.01 do not apply to deposits into
the Collection Account that do not represent Collections, including payment of
the purchase price for the Certificates pursuant to Section 2.03 of the
Agreement, payment of the purchase price for Additional Invested Amounts
pursuant to Section 6.02 hereof, payment of any Make Whole Premium pursuant to
Section 4.01(f) hereof and proceeds from the sale, disposition or liquidation
of Receivables pursuant to Section 9.02 or Section 12.02 of the Agreement.
SECTION 4.02. Monthly Interest; Unutilized Commitment Fee. (a)
FBC Monthly Interest. The amount of monthly interest ("FBC Monthly Interest")
distributable from the Collection Account (or, in the case of the first
Distribution Date, from the Capitalized Interest Account) with respect to the
Fixed Base Certificates on any Distribution Date shall be an amount equal to
one-twelfth (1/12th) of the product of (i) the FBC Invested Amount as of the
close of business on the preceding Distribution Date (after giving effect to
all repayments of the FBC Invested Amount, if any, on the preceding
Distribution Date), and (ii) the FBC Interest Rate; provided that in the case
of the initial Interest Period the FBC Monthly Interest shall be $122,500. On
the Determination Date preceding each Distribution Date, the Servicer shall
determine the excess, if any, of (x) the sum of FBC Monthly Interest for the
Related Interest Period plus the amount, if any, of the FBC Interest Shortfall
which was due but not paid on the prior Distribution Date over (y) the amount
which will be available to be distributed to the Holders of the Fixed Base
Certificates on such Distribution Date in respect thereof pursuant to this
Series Supplement (such excess, the "FBC Interest Shortfall"). If, on any
Distribution Date, the FBC Interest Shortfall is greater than zero, then an
additional amount ("FBC Additional Interest") shall be payable as provided
herein with respect to Fixed Base Certificates on each Distribution Date
following such Distribution Date, to but excluding the Distribution Date on
which the FBC Interest Shortfall is paid to the Holders of the Fixed Base
Certificates, in an amount equal to one-twelfth of the product of (i) such FBC
Interest Shortfall (or the portion thereof which has not previously been paid
to Fixed Base Certificateholders) and (ii) the FBC Interest Rate.
Notwithstanding anything to the contrary herein, FBC Additional Interest shall
be paid or distributed on Fixed Base Certificates only to the extent permitted
by applicable law.
(b) VBC Monthly Interest. The amount of monthly interest ("VBC
Monthly Interest") distributable from the Collection Account with respect to
the Variable Base Certificate on any Distribution Date shall be an amount
equal to the product of (i) the VBC Invested Amount as of the close of
business on the preceding Distribution Date (after giving effect to all
repayments of, or increases to, the VBC Invested Amount, if any, on the
preceding Distribution Date), (ii) the VBC Interest Rate in effect for the
Related Interest Period and (iii) a fraction, the numerator of which is the
actual number of days elapsed in the Related Interest Period, and the
denominator of which is 360. On the Determination Date preceding each
Distribution Date, the Servicer shall determine the excess, if any, of (x) the
sum of the VBC Monthly Interest for the Interest Period applicable to such
Distribution Date plus the amount, if any, of the VBC Interest Shortfall which
was due but not paid on the prior Distribution Date over (y) the amount which
will be available to be distributed to the Holder of the Variable Base
Certificate on such Distribution Date in respect thereof pursuant to this
Series Supplement (such excess, the "VBC Interest Shortfall"). If, on any
Distribution Date, the VBC Interest Shortfall is greater than zero, then an
additional amount ("VBC Additional Interest") shall be payable as provided
herein with respect to the Variable Base Certificate on each Distribution Date
following such Distribution Date, to but excluding the Distribution Date on
which the VBC Interest Shortfall is paid to the Holder of the Variable Base
Certificate, in an amount equal to the product of (i) such VBC Interest
Shortfall (or the portion thereof which has not previously been paid to the
Variable Base Certificateholder), (ii) the VBC Interest Rate in effect for the
Related Interest Period, and (iii) a fraction, the numerator of which is the
actual number of days elapsed in the Related Interest Period, and the
denominator of which is 360. Notwithstanding anything to the contrary herein,
VBC Additional Interest shall be paid or distributed on the Variable Base
Certificate only to the extent permitted by applicable law.
(c) VBC Unutilized Commitment Fee. On the Determination Date
preceding each Distribution Date, the Servicer shall determine the excess, if
any, of (i) the sum of the VBC Unutilized Commitment Fee for the Interest
Period applicable to such Distribution Date plus the amount, if any, of the
VBC Unutilized Commitment Fee Shortfall which was due but not paid on the
prior Distribution Date over (ii) the amount which will be available to be
distributed to the Holder of the Variable Base Certificate on such
Distribution Date in respect thereof pursuant to this Series Supplement (such
excess, the "VBC Unutilized Commitment Fee Shortfall"). If, on any
Distribution Date, the VBC Unutilized Commitment Fee Shortfall is greater than
zero, then an additional amount ("VBC Additional Unutilized Commitment Fee")
shall be payable as provided herein for the VBC Unutilized Commitment Fee on
each Distribution Date following such Distribution Date, to but excluding the
Distribution Date on which the VBC Unutilized Commitment Fee Shortfall is paid
to the Holder of the Variable Base Certificate, in an amount equal to the
product of (i) such VBC Unutilized Commitment Fee Shortfall (or the portion
thereof which has not previously been paid to the Variable Base
Certificateholder), (ii) the unutilized commitment fee rate (based on a year
of 365 days or 366 days, as the case may be) set forth in the Variable Base
Certificate, and (iii) a fraction, the numerator of which is the number of
days in the Related Interest Period, and the denominator of which is the
number of days in the then current calendar year. Notwithstanding anything to
the contrary herein, VBC Additional Unutilized Commitment Fee shall be paid or
distributed on the Variable Base Certificate only to the extent permitted by
applicable law.
(d) Adjustment of Discount Rate. (i) On each Reset Date, the
Servicer shall calculate the Additional Discount Rate and, if such rate is
positive, cause the Depositor to increase the Discount Rate by the amount of
the Additional Discount Rate calculated on such Reset Date; provided, however,
that any such increase shall be made in accordance with, and subject to the
limitations of, Section 2.07 of the Agreement. If the Additional Discount
Rate so calculated is negative, the Servicer shall cause the Depositor to
reduce the Discount Rate by such rate; provided, however, that any such
reduction shall be made in accordance with, and subject to the limitations of,
Section 2.07 of the Agreement; and provided further, however, that such
reduction shall not cause the Discount Rate to be less than the Discount Rate
at the time the Initial VBC Interest Rate was established.
(ii) If the average of the Portfolio Yield for any three
consecutive Collection Periods is reduced to a rate which is less than one-
half of one percent (0.5%) in excess of the Base Rate, the Depositor shall,
subject to compliance with Section 2.07 of the Agreement, increase the
Discount Rate in accordance with the Agreement by an amount estimated to cause
the Portfolio Yield to increase on an annualized basis in future Collection
Periods by at least one percent (1%).
SECTION 4.03. Determination of Monthly Principal. (a) (i) FBC
Monthly Principal. The amount of monthly principal ("FBC Monthly Principal")
distributable from the Collection Account with respect to the Fixed Base
Certificates on each Distribution Date during the FBC Revolving Period shall
be zero.
(ii) The amount of FBC Monthly Principal distributable from
the Collection Account with respect to the Fixed Base Certificates on each
Distribution Date during the FBC Controlled Amortization Period or the Early
Amortization Period shall be equal to the FBC Principal Collections (including
Investor Finance Charge Collections reallocated as FBC Principal Collections)
on deposit in the Collection Account on such Distribution Date; provided,
however, that the amount of FBC Monthly Principal distributable to the Holders
of the Fixed Base Certificates on any Distribution Date during the FBC
Controlled Amortization Period or Early Amortization Period, as the case may,
shall in no event exceed the FBC Invested Amount in effect on the Business Day
preceding such Distribution Date.
(b)(i) VBC Monthly Principal. The amount of monthly principal
("VBC Monthly Principal") distributable from the Collection Account with
respect to the Variable Base Certificate on each Distribution Date during the
VBC Revolving Period shall, except as provided in Section 4.07 hereof, be
zero.
(ii) The amount of VBC Monthly Principal distributable from
the Collection Account with respect to the Variable Base Certificate on each
Distribution Date during the VBC Controlled Amortization Period or the Early
Amortization Period shall be equal to the VBC Principal Collections (including
Investor Finance Charge Collections reallocated as VBC Principal Collections)
on deposit in the Collection Account on such Distribution Date; provided,
however, that the amount of VBC Monthly Principal distributable to the Holder
of the Variable Base Certificate on any Distribution Date during the VBC
Controlled Amortization Period or Early Amortization Period, as the case may,
shall in no event exceed the VBC Invested Amount in effect on the Business Day
preceding such Distribution Date.
SECTION 4.04. Series Accounts. (a) The Servicer, for the
benefit of the Certificateholders, shall establish and maintain in the name of
the Trustee, on behalf of the Trust, (i) an Eligible Deposit Account (the
"Capitalized Interest Account"), which shall be identified as the "Capitalized
Account for Gottschalks Credit Card Master Trust, Series 1994-1", (ii) an
Eligible Deposit Account (the "Retained Amount Account"), which shall be
identified as the "Retained Amount Account for Gottschalks Credit Card Master
Trust, Series 1994-1", (iii) an Eligible Deposit Account (the "Prepayment
Account"), which shall be identified as the "Prepayment Account for
Gottschalks Credit Card Master Trust, Series 1994-1", (iv) an Eligible Deposit
Account (the "Spread Account"), which shall be identified as the "Spread
Account for Gottschalks Credit Card Master Trust, Series 1994-1", and (v) an
Eligible Deposit Account (the "Successor Servicer Account"), which shall be
identified as the "Successor Servicer Account for Gottschalks Credit Card
Master Trust, Series 1994-1". Each of the Capitalized Interest Account, the
Retained Amount Account, the Prepayment Account and the Spread Account shall
bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders. The Successor Servicer
Account shall be held for the exclusive benefit of potential Successor
Servicers. The Capitalized Interest Account, the Retained Amount Account, the
Prepayment Account, the Spread Account and the Successor Servicer Account are
referred to herein individually as a "Series Account" and collectively as
"Series Accounts."
(b) At the written direction of the Servicer, funds on deposit
in any Series Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer that will mature no later than the date on which such
funds are expected to be withdrawn from such Series Account. All such
Eligible Investments shall be held by the Trustee for the benefit of the
Certificateholders. All interest and other investment earnings (net of losses
and investment expenses) of funds on deposit in the Series Accounts shall be
deposited in the Collection Account as Finance Charge Collections.
(c) The Capitalized Interest Account shall be maintained until
all amounts on deposit therein have been applied in accordance with Section
4.05 hereof. The Retained Amount Account shall be maintained until all
amounts on deposit therein have been applied in accordance with Section
4.06(g) or (h) hereof. The Prepayment Account shall be maintained until all
amounts on deposit therein have been applied in accordance with Section
4.07(a) hereof. The Spread Account shall be maintained until all amounts on
deposit therein have been applied in accordance with Section 4.07(d) hereof.
The Successor Servicer Account shall be maintained until all amounts on
deposit therein have been applied in accordance with Section 4.07(e) hereof.
(d) The Trustee shall 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 Series Accounts and in all proceeds thereof. Each Series
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Certificateholders. If, at any time, any Series Account ceases
to be an Eligible Deposit Account the Servicer shall within ten (10) Business
Days (or such longer period, not to exceed thirty (30) calendar days, as to
which each Rating Agency may consent) instruct the Trustee to establish a new
Series Account meeting the conditions specified in subsection (a) above as an
Eligible Deposit Account and shall transfer any cash and/or any investments to
such new Series 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, any Series Account, except as expressly provided
herein. Schedule 1 hereto, which is hereby incorporated into and made part of
this Series Supplement, identifies the Series Accounts by setting forth for
each such account 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 Series Account is established pursuant to
this Section 4.04, the Servicer shall provide to the Trustee an amended
Schedule 1, setting forth the relevant information for such substitute Series
Account.
(e) The Servicer shall maintain a ledger for the Retained Amount
Account and shall record in such ledger the FBC Component, the VBC Component,
the Subordinated Component (FBC) and the Subordinated Component (VBC) of each
deposit made by the Trustee to, and each withdrawal by the Trustee from, the
Retained Amount Account. The Servicer shall also maintain a ledger for the
Spread Account and shall record in such ledger the FBC Component and the VBC
Component for each deposit made by the Trustee to, and withdrawal by the
Trustee from, the Spread Account.
(f) 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, to instruct the Trustee to make withdrawals and payments from the
Series Accounts for the purposes of carrying out the Servicer's or the
Trustee's duties hereunder.
SECTION 4.05. Capitalized Interest Account. On the Closing Date,
the Trustee shall deposit in the Capitalized Interest Account from the
proceeds of the sale of the Fixed Base Certificates an amount equal to the FBC
Monthly Interest that will have accrued and be due and payable to the Holders
of the Fixed Base Certificates on the first Distribution Date. On the first
Distribution Date, the Servicer shall cause the Trustee to withdraw from the
Capitalized Interest Account for distribution to the Holders of the Fixed Base
Certificates an amount equal to the FBC Monthly Interest that is due and
payable on such Distribution Date.
SECTION 4.06. Retained Amount Account. The Servicer shall cause
the Trustee to deposit amounts in, and withdraw amounts from, the Retained
Amount Account as follows:
(a) If, at the close of business of the Servicer on any Business
Day prior to the commencement of the Early Amortization Period, the
Required Series Pool Balance at such time exceeds the sum of (i) the
Series Pool Balance at such time, (ii) the balance of the Retained
Amount Account at such time and (iii) the balance of the Prepayment
Account at such time, the Servicer shall cause the Trustee to withdraw
from the Collection Account in accordance with Section 4.01(d) and
deposit in the Retained Amount Account on such day an amount equal to
the lesser of (x) such excess and (y) if such day falls within both (1)
the FBC Revolving Period and the VBC Revolving Period, an amount equal
to the sum of the maximum amounts available on such day pursuant to
Sections 4.01(d)(i)(A)(2), 4.01(d)(ii)(A)(2), 4.01(d)(iii)(A)(4) and
4.01(d)(iv)(A)(4) hereof; (2) the FBC Revolving Period and the VBC
Controlled Amortization Period, an amount equal to the sum of the
maximum amounts available on such day pursuant to Sections
4.01(d)(i)(A)(2), 4.01(d)(ii)(B)(3), 4.01(d)(iii)(A)(4) and
4.01(d)(iv)(A)(4) hereof; or (3) the FBC Controlled Amortization Period
and the VBC Controlled Amortization Period, an amount equal to the sum
of the maximum amounts available on such day pursuant to Sections
4.01(d)(i)(B)(3), 4.01(d)(ii)(B)(3), 4.01(d)(iii)(B)(4) and
4.01(d)(iv)(B)(4) hereof.
(b) If, at the close of business of the Servicer on any Business
Day prior to the commencement of the Early Amortization Period, the
balance of the Retained Amount Account is greater than zero, and the sum
of (i) the Series Pool Balance at such time, (ii) the balance of the
Retained Amount Account at such time and (iii) the balance of the
Prepayment Account at such time, exceeds the Required Series Pool
Balance, the Servicer shall cause the Trustee to withdraw from the
Retained Amount Account for distribution to the Depositor on such day an
amount equal to the lesser of (x) the amount of such difference and (y)
the balance of the Retained Amount Account. Any such withdrawal shall,
to the greatest extent possible, reduce (1) the FBC Component and the
VBC Component of the Retained Amount Account by the product of the FBC
Allocation Percentage or the VBC Allocation Percentage, as the case may
be, and the amount of such withdrawal, (2) the Subordinated Component
(FBC) of the Retained Amount Account by the product of the Subordinated
Allocation Percentage, the FBC Investor Percentage and the amount of
such withdrawal, and (3) the Subordinated Component (VBC) of the
Retained Amount Account by the product of the Subordinated Allocation
Percentage, the VBC Investor Percentage and the amount of such
withdrawal.
(c) If, at the close of business of the Servicer on any
Determination Date during the FBC Controlled Amortization Period, (i)
the balance of the Retained Amount Account is greater than zero (after
first giving effect to any deposit to, or withdrawal from, the Retained
Amount Account described in subsections (a) and (b) of this Section
4.06) and (ii) the Servicer has determined on such Determination Date
that the difference between the FBC Controlled Amortization Amount and
the amount of FBC Principal Collections on deposit in the Collection
Account on such Determination Date is greater than zero, the Servicer
shall cause the Trustee to withdraw from the FBC Component of the
Retained Amount Account for deposit in the Collection Account as FBC
Principal Collections an amount equal to the lesser of (x) the amount of
such difference and (y) the balance of the FBC Component of the Retained
Amount Account.
(d) If, at the close of business of the Servicer on any
Determination Date during the VBC Controlled Amortization Period, (i)
the balance of the Retained Amount Account is greater than zero (after
first giving effect to any deposit to, or withdrawal from, the Retained
Amount Account described in subsections (a) and (b) of this Section
4.06) and (ii) the Servicer has determined on such Determination Date
that the difference between the VBC Controlled Distribution Amount and
the amount of VBC Principal Collections on deposit in the Collection
Account on such Determination Date is greater than zero, the Servicer
shall cause the Trustee to withdraw from the VBC Component of the
Retained Amount Account for deposit in the Collection Account as VBC
Principal Collections an amount equal to the lesser of (x) the amount of
such difference and (y) the balance of the VBC Component of the Retained
Amount Account.
(e) If, at the close of business of the Servicer on any
Determination Date prior to the commencement of the Early Amortization
Period, (i) the balance of the Retained Amount Account is greater than
zero (after first giving effect to any deposit to, or withdrawals from,
the Retained Amount Account described in subsections (a), (b) and (c) of
this Section 4.06) and (ii) the Servicer has determined on such
Determination Date that (A) a FBC Investor Charge-Off will be required
to be made on the Related Distribution Date, and/or (B) one or more FBC
Investor Charge-Offs made on one or more prior Distribution Dates has
not been reimbursed, the Servicer shall cause the Trustee to withdraw
from such account for deposit in the Collection Account as FBC Principal
Collections the following amounts (the first priority to be satisfied
before progressing to the second priority):
(x) first, an amount equal to the lesser of (1) the sum of
the amount of such FBC Investor Charge-Off to be made and/or
unreimbursed FBC Investor Charge-Offs and (2) an amount equal to
the balance of the Subordinated Component (FBC) of the Retained
Amount Account; and
(y) second, an amount equal to the lesser of (1) the
amount, if greater than zero, by which the sum of the amount of
such FBC Investor Charge-Off to be made and/or unreimbursed FBC
Investor Charge-Offs exceeds the amount of the withdrawal, if any,
provided for in paragraph (x) immediately above, and (2) an amount
equal to the balance of the FBC Component of the Retained Amount
Account.
(f) If, at the close of business of the Servicer on any
Determination Date prior to the commencement of the Early Amortization
Period, (i) the balance of the Retained Amount Account is greater than
zero (after first giving effect to any deposit to, or withdrawal from,
the Retained Amount Account described in subsections (a), (b) and (d) of
this Section 4.06) and (ii) the Servicer has determined on such
Determination Date that (A) a VBC Investor Charge-Off will be required
to be made on the Related Distribution Date, and/or (B) one or more VBC
Investor Charge-Offs made on one or more prior Distribution Dates has
not been reimbursed, the Servicer shall cause the Trustee to withdraw
from such account for deposit in the Collection Account as VBC Principal
Collections the following amounts (the first priority to be satisfied
before progressing to the second priority):
(x) first, an amount equal to the lesser of (1) the sum of
the amount of such VBC Investor Charge-Off to be made and/or
unreimbursed VBC Investor Charge-Offs and (2) an amount equal to
the balance of the Subordinated Component (VBC) of the Retained
Amount Account; and
(y) second, an amount equal to the lesser of (1) the
amount, if greater than zero, by which the sum of the amount of
such VBC Investor Charge-Off to be made and/or unreimbursed VBC
Investor Charge-Offs exceeds the amount of the withdrawal, if any,
provided for in paragraph (x) immediately above, and (2) an amount
equal to the balance of the VBC Component of the Retained Amount
Account.
(g) If, at the close of business of the Servicer on the first
Determination Date during the Early Amortization Period, the balance of
the Retained Amount Account is greater than zero, the Servicer shall
cause the Trustee to withdraw from the Retained Amount Account for
deposit in the Collection Account (i) as FBC Principal Collections, the
balance of the FBC Component of the Retained Amount Account; and (ii) as
VBC Principal Collections, the balance of the VBC Component of the
Retained Amount Account. The balance, if any, of the Subordinated
Component (FBC) of the Retained Amount Account at the commencement of
the Early Amortization Period will be retained in the Retained Amount
Account and shall be applied to the extent necessary, to avoid FBC
Investor Charge-Offs or to reimburse unreimbursed FBC Investor Charge-
Offs. The balance, if any, of the Subordinated Component (VBC) of the
Retained Amount Account at the commencement of the Early Amortization
Period will be retained in the Retained Amount Account and shall be
applied to the extent necessary, to avoid VBC Investor Charge-Offs or to
reimburse unreimbursed VBC Investor Charge-Offs.
(h) At the close of business of the Servicer on the earlier of
(i) the Series Termination Date and (ii) the date on which the Invested
Amount has been reduced to zero, the balance, if any, remaining in the
Retained Amount Account shall be withdrawn and transferred to the
Depositor for application in accordance with the Receivables Purchase
Agreement.
SECTION 4.07. Prepayment Account; Spread Account; Successor
Servicer Account. (a) Amounts deposited in the Prepayment Account in
accordance with Section 4.01(d)(ii)(A)(3) pursuant to a Prepayment Notice
hereof shall be withdrawn on the Prepayment Date set forth in such Prepayment
Notice and distributed to the Holder of the Variable Base Certificate as a
prepayment of the VBC Invested Amount.
(b) If on any Determination Date the Servicer determines that a
FBC Deficiency Amount exists, the Servicer shall cause the Trustee to withdraw
from the FBC Component of the Spread Account and deposit in the Collection
Account an amount equal to the lesser of (i) the amount of such FBC Deficiency
Amount and (ii) the balance of the FBC Component of the Spread Account.
Amounts so deposited in the Collection Account shall be set aside therein to
cure (in whole or part) the amount of any such FBC Deficiency Amount. In the
event that a withdrawal is made from the FBC Component of the Spread Account
on any Determination Date and the amount of such withdrawal is less than the
FBC Deficiency Amount calculated on such Determination Date, then the amount
withdrawn shall be applied in the following priority, first, against the
amounts described in Section 4.08(a)(i)(A), second, against the amounts
described in Section 4.08(a)(i)(B), third, against the amounts described in
Section 4.08(a)(i)(C), and fourth, against the amounts described in Section
4.08(a)(i)(D).
(c) If on any Determination Date the Servicer determines that a
VBC Deficiency Amount exists, the Servicer shall cause the Trustee to withdraw
from the VBC Component of the Spread Account and deposit in the Collection
Account an amount equal to the lesser of (i) the amount of such VBC Deficiency
Amount and (ii) the balance of the VBC Component of the Spread Account.
Amounts so deposited in the Collection Account shall be set aside therein to
cure (in whole or part) the amount of any such VBC Deficiency Amount. In the
event that a withdrawal is made from the VBC Component of the Spread Account
on any Determination Date and the amount of such withdrawal is less than the
VBC Deficiency Amount calculated on such Determination Date, then the amount
withdrawn shall be applied in the following priority, first, against the
amounts described in Section 4.08(b)(i)(A), second, against the amounts
described in Section 4.08(b)(i)(B), third, against the amounts described in
Section 4.08(b)(i)(C), fourth, against the amounts described in Section
4.08(b)(i)(D), fifth, against the amounts described in Section 4.08(b)(i)(E),
and sixth, against the amounts described in Section 4.08(b)(i)(F).
(d) At the close of business of the Servicer on the earlier of
(i) the Series Termination Date and (ii) the date on which the Invested Amount
has been reduced to zero, the balance, if any, remaining in the Spread Account
shall be withdrawn and transferred to the Depositor.
(e) Prior to the distribution in any Collection Period of any
Investor Finance Charge Collections or Investor Principal Collections from the
Collection Account to the Depositor pursuant to Sections 4.01(c)(ix),
4.01(d)(i)(A)(3), 4.01(d)(ii)(A)(4), 4.01(d)(iii)(A)(5), 4.01(d)(iv)(A)(5),
4.01(d)(i)(B)(4), 4.01(d)(ii)(B)(4), 4.01(d)(iii)(B)(5), 4.01(d)(iv)(B)(5),
4.01(d)(i)(C)(2), 4.01(d)(ii)(C)(2), 4.01(d)(iii)(C)(3), 4.01(d)(iv)(C)(3),
the Trustee shall withdraw from the Collection Account and deposit in the
Successor Servicer Account an amount of $35,000 for such Collection Period
until such time as $200,000 is on deposit in the Successor Servicer Account
and, thereafter, the obligation to fund the Successor Servicer Account shall
cease. Amounts on deposit in the Successor Servicer Account may be withdrawn
only to pay costs associated with the replacement of Gottschalks as Servicer.
If a Successor Servicer is appointed to replace Gottschalks as Servicer, the
Trustee shall, upon receipt of written requisitions from such Successor
Servicer, withdraw from the Successor Servicer Account within the three (3)
month period following such appointment amounts as and when needed to
reimburse such Successor Servicer for documented costs incurred in connection
with the appointment of such Successor Servicer and the performance of its
duties under the Agreement. Any amount on deposit in the Successor Servicer
Account on the three month anniversary of such appointment shall be
distributed to the Depositor. If Gottschalks is not replaced as Servicer, on
the earlier of (i) the date on which the Invested Amount is zero, or (ii) the
Series Termination Date, all amounts on deposit in the Successor Servicer
Account shall be distributed to the Depositor. Notwithstanding the foregoing
provisions of this Section 4.07(e), no such withdrawals and deposits shall be
made if the Depositor provides the Trustee by April 11, 1994 with, or causes
the Trustee to be provided by April 11, 1994 with, and at all times thereafter
shall maintain, an irrevocable direct pay letter of credit with a face amount
equal to the difference between $200,000 and the amount on deposit in the
Successor Servicer Account, which letter of credit shall be in a form
reasonably acceptable to the Trustee, issued by an Eligible Institution, and
which permits the Trustee to draw thereunder upon the replacement of
Gottschalks as Servicer under the Agreement.
SECTION 4.08. Deficiency Amount. (a) FBC Deficiency Amount. On
each Determination Date, the Servicer shall determine the amount (the "FBC
Deficiency Amount"), if any, by which (i) the sum of (A) a pro rata portion
(based on the FBC Investor Percentage) of the Monthly Senior Servicing Fee for
the Related Distribution Date, (B) the FBC Monthly Interest for the Related
Interest Period, (C) all FBC Carryover Interest for the Related Interest
Period, and (D) the FBC Investor Default Amount, if any, for such Distribution
Date, exceeds (ii) the sum of (A) the Investor Finance Charge Collections
allocated to the Fixed Base Certificates during the Related Collection Period
pursuant to Section 4.01(c)(ii), (B) a pro rata portion (based on the FBC
Allocation Percentage) of the Investor Finance Charge Collections retained in
the Collection Account pursuant to Section 4.01(c)(i) during the Related
Collection Period, (C) a pro rata portion (based on the FBC Allocation
Percentage) of the Investor Investment Proceeds on deposit in the Collection
Account on such Determination Date, (D) a pro rata portion (based on the FBC
Investor Percentage) of the balance of the Spread Account as of such
Determination Date, (E) the FBC Component of the balance the Retained Amount
Account as of such Determination Date, and (F) a pro rata portion (based on
the FBC Investor Percentage) of the Collections allocated to the Senior
Investor Default Holdback Amount for the Related Collection Period. In the
event the FBC Deficiency Amount for such Distribution Date is greater than
zero, the Servicer shall give the Trustee written notice thereof on the date
of computation.
(b) VBC Deficiency Amount. On each Determination Date, the
Servicer shall determine the amount (the "VBC Deficiency Amount"), if any, by
which (i) the sum of (A) a pro rata portion (based on the VBC Investor
Percentage) of the Monthly Senior Servicing Fee for the Related Distribution
Date, (B) the VBC Monthly Interest for the Related Interest Period, (C) all
VBC Carryover Interest for the Related Interest Period, (D) the VBC Unutilized
Commitment Fee for the related Distribution Date, (E) the VBC Carryover
Unutilized Commitment Fee for the related Distribution Date, (F) the VBC
Investor Default Amount, if any, for such Distribution Date, exceeds (ii) the
sum of (A) the Investor Finance Charge Collections allocated to the Variable
Base Certificate during the Related Collection Period pursuant to Section
4.01(c)(ii), (B) a pro rata portion (based on the VBC Allocation Percentage)
of the Investor Finance Charge Collections retained in the Collection Account
pursuant to Section 4.01(c)(i) during the Related Collection Period, (C) a pro
rata portion (based on the VBC Allocation Percentage) of the Investor
Investment Proceeds on deposit in the Collection Account on such Determination
Date, (D) a pro rata portion (based on the VBC Investor Percentage) of the
balance of the Spread Account as of such Determination Date, (E) the VBC
Component of the balance the Retained Amount Account as of such Determination
Date, and (F) a pro rata portion (based on the VBC Investor Percentage) of the
Collections allocated to the Senior Investor Default Holdback Amount for the
Related Collection Period. In the event the VBC Deficiency Amount for such
Distribution Date is greater than zero, the Servicer shall give the Trustee
written notice thereof on the date of computation.
SECTION 4.09. Investor Charge-Offs. (a) FBC Investor Charge-
Offs. If on a Distribution Date (i) the FBC Deficiency Amount (after giving
effect to any deposits to the Collection Account made in accordance with
Sections 4.06(e) and 4.07(b) hereof) for such Distribution Date exceeds the
amount, if any, by which (A) the FBC Investor Default Amount for the Related
Collection Period exceeds (B) the product of (x) the Senior Investor Default
Holdback Amount for the Related Collection Period and (y) the FBC Investor
Percentage for the Related Collection Period, then, the Subordinated Invested
Amount (FBC Component) shall be reduced by the amount of such excess (a
"Subordinated Reduction (FBC)"), but by no more than the FBC Investor Default
Amount for such Distribution Date. In the event that a Subordinated Reduction
(FBC) would cause the Subordinated Invested Amount (FBC Component) to be a
negative number, the Subordinated Invested Amount (FBC Component) shall
instead be reduced to zero, and the FBC Invested Amount shall be reduced by
the amount which the Subordinated Invested Amount (FBC Component) would have
been reduced below zero, but by not more than the FBC Investor Default Amount
for such Distribution Date (such reduction to the FBC Invested Amount, a "FBC
Investor Charge-Off"). FBC Investor Charge-Offs shall be reimbursed and the
FBC Invested Amount shall thereafter be increased (but not by an amount in
excess of the aggregate FBC Investor Charge-Offs) on any Distribution Date by
the amount of Investor Finance Charge Collections reallocated as FBC Principal
Collections for that purpose pursuant to Section 4.01(c)(v), as well as from
withdrawals from the Retained Amount Account and from Subordinated Principal
(FBC Component) Collections retained in the Collection Account pursuant to
Section 4.01(d)(iii)(A)(2) and 4.01(d)(iii)(B)(2) hereof.
(b) VBC Investor Charge-Offs. If on a Distribution Date (i) the
VBC Deficiency Amount (after giving effect to any deposits to the Collection
Account made in accordance with Sections 4.06(f) and 4.07(c) hereof) for such
Distribution Date exceeds the amount, if any, by which (A) the VBC Investor
Default Amount for the Related Collection Period exceeds (B) the product of
(x) the Senior Investor Default Holdback Amount for the Related Collection
Period and (y) the VBC Investor Percentage for the Related Collection Period,
then, the Subordinated Invested Amount (VBC Component) shall be reduced by the
amount of such excess (a "Subordinated Reduction (VBC)"), but by no more than
the VBC Investor Default Amount for such Distribution Date. In the event that
a Subordinated Reduction (VBC) would cause the Subordinated Invested Amount
(VBC Component) to be a negative number, the Subordinated Invested Amount (VBC
Component) shall instead be reduced to zero, and the VBC Invested Amount shall
be reduced by the amount which the Subordinated Invested Amount (VBC
Component) would have been reduced below zero, but by not more than the VBC
Investor Default Amount for such Distribution Date (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 thereafter be increased (but
not by an amount in excess of the aggregate VBC Investor Charge-Offs) on any
Distribution Date by the amount of Investor Finance Charge Collections
reallocated as VBC Principal Collections for that purpose pursuant to Section
4.01(c)(v), as well as from withdrawals from the Retained Amount Account and
from Subordinated Principal Collections (VBC Component) retained in the
Collection Account pursuant to Section 4.01(d)(iv)(A)(2) and 4.01(d)(iv)(B)(2)
hereof.
(c) Subordinated Investor (FBC) Charge-Offs. Subordinated
Reductions (FBC) and amounts withdrawn from Subordinated Principal (FBC
Component) Collections pursuant to Section 4.01(d)(iii)(A)(2) and
4.01(d)(iii)(B)(2) are collectively referred to herein as "Subordinated
Investor (FBC) Charge-Offs." Subordinated Investor (FBC) Charge-Offs will
result in a reduction in the Subordinated Invested Amount (FBC Component).
Subordinated Investor (FBC) Charge-Offs shall be reimbursed and the
Subordinated Invested Amount (FBC Component) increased (but not by an amount
in excess of the aggregate amount of Subordinated Investor (FBC) Charge-Offs)
to the extent that Investor Finance Charge Collections are reallocated as
Subordinated Principal (FBC Component) Collections pursuant to Section
4.01(c)(vii)(A) and 4.01(e)(iv)(A) hereof.
(d) Subordinated Investor (VBC) Charge-Offs. Subordinated
Reductions (VBC) and amounts withdrawn from Subordinated Principal (VBC
Component) Collections pursuant to Section 4.01(d)(iv)(A)(2) and
4.01(d)(iv)(B)(2) are collectively referred to herein as "Subordinated
Investor (VBC) Charge-Offs." Subordinated Investor (VBC) Charge-Offs will
result in a reduction in the Subordinated Invested Amount (VBC Component).
Subordinated Investor (VBC) Charge-Offs shall be reimbursed and the
Subordinated Invested Amount (VBC Component) increased (but not by an amount
in excess of the aggregate amount of Subordinated Investor (VBC) Charge-Offs)
to the extent that Investor Finance Charge Collections are reallocated as
Subordinated Principal (VBC Component) Collections pursuant to Section
4.01(c)(vii)(B) and 4.01(e)(iv)(B) hereof.
ARTICLE V
Distributions and Reports to
Certificateholders
SECTION 5.01. Distributions. (a) On each Distribution Date,
the Trustee shall distribute to the Certificateholders of record on the
preceding Record Date (other than as provided in Section 12.02 of the
Agreement respecting a final distribution) such Certificateholder's pro rata
share of the amounts required to be distributed pursuant to Article IV hereof.
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 5.02. Reports and Statements to Certificateholders.
(a) On each Determination Date, the Servicer will provide the Trustee with a
completed statement, substantially in the form of Exhibit B hereto, and on
each Distribution Date, the Trustee shall forward to each Certificateholders
such statement.
(b) The Trustee shall maintain at its Corporate Trust Office a
copy of each statement received by it pursuant to subsection (a) of this
Section 5.02. The Trustee shall make such statements available for inspection
by Certificateholders upon reasonable notice at its Corporate Trust Office.
(c) On or before January 31 of each calendar year, beginning
with calendar year 1995, the Trustee shall furnish or cause to be furnished to
each Person who at any time during the preceding calendar year was a
Certificateholder, a statement prepared by the Servicer containing the
information required to be contained in the monthly statements to
Certificateholders described in subsection (a) of this Section 5.02, as the
case may be, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Certificateholder, together with such
other information as is required to be provided by an issuer of indebtedness
under the Internal Revenue Code and such other customary information as the
Trustee or the Servicer deems necessary to enable the Certificateholders to
prepare their tax returns. Such obligation of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Internal
Revenue Code as from time to time in effect.
(d) 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 Fixed Base Certificates a copy of each
notice, statement or other document received or generated by it in connection
with this Series Supplement and/or 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 Certificates
SECTION 6.01. The Fixed Base Certificates. The Fixed Base
Certificates will be issued in registered form, substantially in the form of
Exhibit A-1, and shall upon issue, be executed and delivered by the Depositor
to the Trustee for authentication (the "Fixed Base Certificates"). The
Trustee shall, upon the written request of the Depositor, authenticate and
deliver the Fixed Rate Certificates to the Person or Persons designated in
such notice against receipt of the purchase price therefor as provided in the
Agreement. The requirements of Section 6.04(e)(ii) of the Agreement shall not
apply, and shall be deemed waived, in connection with the initial purchase of
the Fixed Base Certificates.
SECTION 6.02. The Variable Base Certificate. (a) The Variable
Base Certificate will be issued in registered form, substantially in the form
of Exhibit A-2, and shall upon issue, be executed by the Depositor and
delivered to the Trustee for authentication (the "Variable Base Certificate").
The Trustee shall, upon the written request of the Depositor, authenticate and
deliver the Variable Base Certificate to the Person designated in such notice
against receipt of the purchase price therefor as provided in the Agreement.
(b) The Variable Base Certificateholder shall agree, by its
acceptance of the Variable Base Certificate, that the Depositor may, upon at
least three London Business Days' prior written notice to the Variable
Base Certificateholder and the Trustee, request the Variable Base
Certificateholder to acquire, and the Variable Base Certificateholder shall
acquire, on any Distribution Date during the VBC Revolving Period, undivided
interests in the Trust (such interests, the "Additional Invested Amounts");
provided, however, that the Variable Base Certificateholder shall not be
required to acquire any Additional Invested Amount (i) that is in a minimum
amount of less than $500,000 or any $100,000 integral multiple in excess
thereof); (ii) if the acquisition thereof would cause the VBC Invested Amount
on such Distribution Date to exceed the Maximum Available VBC Invested Amount
on such date and (iii) if on the acquisition date any amount is on deposit in
the Prepayment Account.
(c) If the Variable Base Certificateholder acquires any
Additional Invested Amount, then in consideration of the receipt by the
Trustee of such Certificateholder's payment for such Additional Invested
Amount, the Servicer shall appropriately note in its succeeding daily and
monthly servicing reports such Additional Invested Amount (and the
corresponding increase in the VBC Invested Amount as a result of such
acquisition) and shall direct the Trustee to pay to the Depositor the purchase
price received by the Trustee for such Additional Invested Amounts (which
shall be equal to the amount of such Additional Invested Amounts).
(d) The Variable Base Certificateholder shall, and is hereby
authorized to, record on the grid attached to its Variable Base Certificate
(or at such Certificateholder's option, in its internal books and records) the
date and amount of any Additional Invested Amount purchased by it, and each
repayment thereof; provided that failure to make any such recordation on such
grid or any error in such grid shall not adversely affect such
Certificateholder's rights with respect to the VBC Invested Amount and its
right to receive principal and interest payments in respect of the VBC
Invested Amount.
(e) Notwithstanding anything to the contrary contained in this
Series Supplement, no VBC Unutilized Commitment Fee shall commence accruing
until such time as the Trustee has authenticated and delivered the Variable
Base Certificate to the order of the Depositor.
(f) The Depositor and the Variable Base Certificateholder may
elect to extend the last day of the VBC Revolving Period from the last day of
the Collection Period ending on October 31, 1996 to the last day of the
Collection Period ending on August 31, 1998 by delivering to the Trustee, the
Servicer and each Rating Agency then rating the Investor Certificates, no
later than the Distribution Date occurring in July, 1996, a Notice or Notices
to such effect.
SECTION 6.03. Transfer Restrictions. The Trustee shall not
authenticate and deliver to any Person any Variable Base Certificate unless it
contains a legend in substantially the following form:
"THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER
APPLICABLE SECURITIES LAW.
THE HOLDER OF THIS CERTIFICATE AGREES FOR THE BENEFIT OF
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION THAT NO RESALE OR OTHER
TRANSFER OF THIS CERTIFICATE MAY BE MADE WITHOUT THE PRIOR WRITTEN
CONSENT OF GOTTSCHALKS CREDIT RECEIVABLES CORPORATION. IN
ADDITION TO THE FOREGOING RESTRICTION, NO RESALE OR OTHER TRANSFER
OF THIS CERTIFICATE MAY BE MADE EXCEPT (1) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (2) IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS,
OR (3) TO GOTTSCHALKS CREDIT RECEIVABLES CORPORATION."
In addition to transfer restrictions contained in the Agreement, the Trustee
shall not be required to give effect to any transfer of the Fixed Base
Certificates or the Variable Base Certificate until such time as the proposed
transferee thereof delivers to the Trustee an investment representation letter
substantially in the form of Exhibit C attached hereto.
SECTION 6.04. Prepayment of the VBC Invested Amount. The
Depositor may elect to prepay the VBC Invested Amount in whole, or in part in
a minimum amount of not less than $500,000 or any $100,000 integral multiple
in excess thereof, on any Distribution Date during the VBC Revolving Period.
If the Depositor makes such an election, it shall give the Holder of the
Variable Base Certificate, the Servicer and the Trustee written notice
thereof. Such notice (a "Prepayment Notice") shall (a) be given to the Holder
of the Variable Base Certificate, the Servicer and the Trustee no later than
three London Business Days prior to a Distribution Date, (b) specify the
amount to be prepaid (the "Prepayment Amount"), (c) specify the Distribution
Date on which such prepayment is expected to occur (a "Prepayment Date"),
which Prepayment Date shall be no earlier than the second Distribution Date
following the date on which such Prepayment Notice is received by the Holder
of the Variable Base Certificate, the Servicer and the Trustee, and (d)
specify the monthly amount expected to be transferred from the Collection
Account to the Prepayment Account in the event that the Prepayment Date is a
Distribution Date later than the second Distribution Date following the date
on which such Prepayment Notice is received by the Holder of the Variable Base
Certificate, the Servicer and the Trustee.
SECTION 6.05. The Subordinated Certificate. The Subordinated
Certificate will be issued in registered form, substantially in the form of
Exhibit A-3, and shall upon issue, be executed and delivered by the Depositor
to the Trustee for authentication (the "Subordinated Certificate"). The
Trustee shall authenticate and deliver the Subordinated Certificate to the
Depositor simultaneously with its delivery of the Fixed Base Certificates.
The Subordinated Certificate shall not be transferable.
ARTICLE VII
Early Amortization Events
SECTION 7.01. Additional Early Amortization Events. If any
one or more of the following events shall occur:
(a) 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, on or before the date occurring
two Business Days after the date such payment or deposit is required to
be made herein 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 Certificateholders and which
continues unremedied for a period of 30 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 Holders of Certificates representing more than 50% of
the Invested Amount, and continues to affect materially and adversely
the interests of the Certificateholders for such period; or
(b) 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 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 30 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
Holders of Certificates representing more than 50% of the Invested
Amount, and (ii) as a result of which the interests of the
Certificateholders 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 subsection 7.01(b)
shall not be deemed to have occurred hereunder if the Depositor has
accepted reassignment of or repurchased the related Receivable, or all
of such Receivables, if applicable, during such period in accordance
with the provisions of the Agreement; or
(c) a Servicer Default occurs; or
(d) Gottschalks Inc. is replaced as the Servicer; or
(e) for three consecutive Collection Periods one and one-half
percent (1.5%) or more of the aggregate balance of all Eligible
Receivables are more than 90 days past due; or
(f) the average of the Portfolio Yield for any three consecutive
Collection Periods is reduced to a rate which is less than the Base
Rate; or
(g) for 60 consecutive days, the balance in the Retained Amount
Account shall exceed $2,500,000; or
(h) the failure to pay the Invested Amount by the Expected Final
Payment Date; or the failure to pay the FBC Controlled Distribution
Amount on any Distribution Date during the FBC Controlled Amortization
Period; or the VBC Controlled Distribution Amount on any Distribution
Date during the VBC Controlled Amortization Period; or
(i) the Subordinated Invested Amount (FBC Component) shall be
reduced to zero on a date on which the FBC Invested Amount is greater
than zero; or the Subordinated Invested Amount (VBC Component) shall be
reduced to zero on a date on which the VBC Invested Amount is greater
than zero; or
(j) the Defaulted Amount (net of Recoveries) as a percentage of
the average Receivables outstanding, on an annualized basis, exceeds
seven percent (7%), for a period of three consecutive Collection
Periods; or
(k) an Early Amortization Period for any other Series shall
commence;
(l) the average of the monthly payment rate (i.e., for any
Collection Period, a fraction, the numerator of which is the Investor
Principal Collections received during such Collection Period, and the
denominator of which is the Required Series Pool Balance in effect for
such Collection Period) for any three consecutive Collection Periods
shall be less than 10%;
(m) the failure by Gottschalks Inc. at any time to have
available one or more working capital credit facilities with an
aggregate commitment of at least $20,000,000 provided by one or more
commercial banks or other lending institutions; or
(n) Gottschalks Inc. shall have defaulted in the payment of
indebtedness for borrowed money in excess of $500,000 beyond the period
of grace provided for in the agreement or instrument under which such
indebtedness was created or incurred, such indebtedness shall have been
declared due and payable, such declaration shall not have been
rescinded, revoked or stayed and such declaration shall have remained in
effect for at least 30 days; or Gottschalks Inc. shall have defaulted on
one or more store leases, and the net liquidated damages or other net
actual losses thereon shall have exceeded $2,000,000 in the aggregate
for any 12 month period.
then, in the case of any event described in subsections (a) or (b) of this
Section 7.01, after the applicable grace period, if any, set forth in such
subsections, either the Trustee or the Holders of Certificates representing
more than 50% of the Invested Amount by notice then given in writing to the
Depositor and the Servicer (and to the Trustee if given by Certificateholders)
may declare than an early amortization event (an "Early Amortization Event")
has occurred as of the date of such notice, and, in the case of any event
described in subsections (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m)
or (n) of this Section 7.01, subject to applicable law, an Early Amortization
Event shall occur without any notice or other action on the part of the
Trustee or the Certificateholders (except as otherwise provided in any such
subsection), immediately upon the occurrence of such event. Notwithstanding
the foregoing, the Early Amortization Events described in Section 7.01(e),
(f), (j) and (l) shall not become operative until the July 1994 Collection
Period.
SECTION 7.02. Waiver. Notwithstanding the declaration or
occurrence of an Early Amortization Period, the Holders of Certificates
representing 50% or more of the Invested Amount may, by written notice to the
Trustee, waive such Early Amortization Event. Such waiver shall be binding
upon all Fixed Base Certificateholders, the Variable Base Certificateholder
and the other parties to this Series Supplement. In the case of such a
waiver, all parties hereto and all such Certificateholders 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
7.02 shall not apply in the case of an Early Amortization Event of the type
described in Section 7.01(d).
ARTICLE VIII
Optional Repurchase
SECTION 8.01. Optional Repurchase. (a) On any Distribution
Date occurring after the date on which the Invested Amount is reduced to 10%
or less of the Initial FBC Invested Amount, the Depositor shall have the
option to purchase the entire amount of, but not less than the entire amount
of, the Certificates, at a purchase price equal to the Reassignment Amount for
such Distribution Date.
(b) 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 Depositor shall
deposit the Reassignment Amount into the Collection Account in immediately
available funds. Such purchase option is subject to payment in full of the
Reassignment Amount. The Reassignment Amount shall be distributed as set
forth in Section 9.01(b) hereof.
ARTICLE IX
Final Distributions
SECTION 9.01. Final Distributions. (a) The amount to be paid
by the Depositor to the Collection Account with respect to the Certificates in
connection with a purchase of the Certificates pursuant to Section 2.03 of the
Agreement shall equal the Reassignment Amount for the first Distribution Date
following the Collection Period in which the reassignment obligation arises
under the Agreement.
(b) Reassignment Amounts deposited into the Collection Account
pursuant to Section 8.01 of this Series Supplement or Section 2.03 of the
Agreement and allocated to the Series 1994-1 Certificates, shall be applied by
the Trustee at the direction of the Servicer, not later than 12:00 noon, New
York City time, on the Distribution Date on which such amounts are deposited
(or, if such date is not a Distribution Date, on the immediately following
Distribution Date) as follows:
(i) in the case of Reassignment Amounts which constitute
Investor Finance Charge Collections: (A) an amount equal to the product
of such Investor Finance Charge Collections and the FBC Investor
Percentage for such Distribution Date shall be applied to pay an amount
up to the sum of (1) all accrued and unpaid interest on the unpaid
balance of the FBC Invested Amount and (2) the FBC Carryover Interest
due on such Distribution Date; (B) an amount equal to the product of
such Investor Finance Charge Collections and the VBC Investor Percentage
for such Distribution Date shall be applied to pay an amount up to the
sum of (1) all accrued and unpaid interest on the unpaid balance of the
VBC Invested Amount and (2) the VBC Carryover Interest due on such
Distribution Date; and (C) any amount remaining after the foregoing
applications shall be reallocated as Investor Principal Collections and
applied as provided in paragraph (ii) immediately below; and
(ii) in the case of Reassignment Amounts which constitute
Investor Principal Collections: (A) an amount equal to the product of
such Investor Principal Collections and the FBC Allocation Percentage
for such Distribution Date shall be applied to pay an amount up to the
FBC Invested Amount; (B) an amount equal to the product of such Investor
Principal Collections and the VBC Allocation Percentage for such
Distribution Date shall be applied to pay an amount up to the VBC
Invested Amount; (C) an amount equal to the product of (x) such Investor
Principal Collections, (y) the Subordinated Allocation Percentage for
such Distribution Date and (z) the FBC Investor Percentage for such
Distribution Date, shall be applied to pay an amount up to the
Subordinated Invested Amount (FBC Component); (D) an amount equal to the
product of (x) such Investor Principal Collections, (y) the Subordinated
Allocation Percentage for such Distribution Date and (z) the VBC
Investor Percentage for such Distribution Date, shall be applied to pay
an amount up to the Subordinated Invested Amount (VBC Component); and
(E) any amount remaining after the foregoing applications shall be
distributed to the Holder of the Exchangeable Certificate.
(c) Termination Proceeds deposited into the Collection Account
pursuant to Section 12.02(c) of the Agreement and allocated to the Series
1994-1 and the Certificates, shall be applied by the Trustee at the direction
of the Servicer, not later than 12:00 noon, New York City time, on the
Distribution Date on which such amounts are deposited (or, if such date is not
a Distribution Date, on the immediately following Distribution Date) as
follows:
(i) in the case of Termination Proceeds which constitute
Investor Finance Charge Collections: (A) an amount equal to the product
of such Investor Finance Charge Collections and the FBC Investor
Percentage for such Distribution Date shall be applied to pay an amount
up to the sum of (1) all accrued and unpaid interest on the unpaid
balance of the FBC Invested Amount and (2) the FBC Carryover Interest
due on such Distribution Date; (B) an amount equal to the product of
such Investor Finance Charge Collections and the VBC Investor Percentage
for such Distribution Date shall be applied to pay an amount up to the
sum of (1) all accrued and unpaid interest on the unpaid balance of the
VBC Invested Amount and (2) the VBC Carryover Interest due on such
Distribution Date; and (C) any amount remaining after the foregoing
applications shall be reallocated as Investor Principal Collections and
applied as provided in paragraph (ii) immediately below; and
(ii) in the case of Termination Proceeds which constitute
Investor Principal Collections: (A) an amount equal to the product of
such Investor Principal Collections and the FBC Allocation Percentage
for such Distribution Date shall be applied to pay an amount up to the
FBC Invested Amount; (B) an amount equal to the product of such Investor
Principal Collections and the VBC Allocation Percentage for such
Distribution Date shall be applied to pay an amount up to the VBC
Invested Amount; (C) an amount equal to the product of (x) such Investor
Principal Collections, (y) the Subordinated Allocation Percentage for
such Distribution Date and (z) the FBC Investor Percentage for such
Distribution Date, shall be applied to pay an amount up to the
Subordinated Invested Amount (FBC Component); (D) an amount equal to the
product of (x) such Investor Principal Collections, (y) the Subordinated
Allocation Percentage for such Distribution Date and (z) the VBC
Investor Percentage for such Distribution Date, shall be applied to pay
an amount up to the Subordinated Invested Amount (VBC Component); and
(E) any amount remaining after the foregoing applications shall be
distributed to the Holder of the Exchangeable Certificate.
(d) Liquidation Proceeds deposited into the Collection Account
pursuant to Section 9.02(b) of the Agreement and allocated to the Series 1994-
1 Certificates, shall be applied by the Trustee at the direction of the
Servicer, not later than 12:00 noon, New York City time, on the Distribution
Date on which such amounts are deposited (or, if such date is not a
Distribution Date, on the immediately following Distribution Date) as follows:
(i) in the case of Liquidation Proceeds which constitute
Investor Finance Charge Collections: (A) an amount equal to the product
of such Investor Finance Charge Collections and the FBC Investor
Percentage for such Distribution Date shall be applied to pay an amount
up to the sum of (1) all accrued and unpaid interest on the unpaid
balance of the FBC Invested Amount and (2) the FBC Carryover Interest
due on such Distribution Date; (B) an amount equal to the product of
such Investor Finance Charge Collections and the VBC Investor Percentage
for such Distribution Date shall be applied to pay an amount up to the
sum of (1) all accrued and unpaid interest on the unpaid balance of the
VBC Invested Amount and (2) the VBC Carryover Interest due on such
Distribution Date; and (C) any amount remaining after the foregoing
applications shall be reallocated as Investor Principal Collections and
applied as provided in paragraph (ii) immediately below; and
(ii) in the case of Liquidation Proceeds which constitute
Investor Principal Collections: (A) an amount equal to the product of
such Investor Principal Collections and the FBC Allocation Percentage
for such Distribution Date shall be applied to pay an amount up to the
FBC Invested Amount; (B) an amount equal to the product of such Investor
Principal Collections and the VBC Allocation Percentage for such
Distribution Date shall be applied to pay an amount up to the VBC
Invested Amount; (C) an amount equal to the product of (x) such Investor
Principal Collections, (y) the Subordinated Allocation Percentage for
such Distribution Date and (z) the FBC Investor Percentage for such
Distribution Date, shall be applied to pay an amount up to the
Subordinated Invested Amount (FBC Component); (D) an amount equal to the
product of (x) such Investor Principal Collections, (y) the Subordinated
Allocation Percentage for such Distribution Date and (z) the VBC
Investor Percentage for such Distribution Date, shall be applied to pay
an amount up to the Subordinated Invested Amount (VBC Component); and
(E) any amount remaining after the foregoing applications shall be
distributed to the Holder of the Exchangeable Certificate.
(e) Notwithstanding anything to the contrary contained in this
Series Supplement or the Agreement, any distribution made pursuant to this
Section 9.01 shall be deemed to be a final distribution pursuant to Section
12.02 of the Agreement with respect to the Certificates.
(f) 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 10.01. Ratification of Agreement; Amendment and
Restatement of Existing Series Supplement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement, shall be read, taken
and construed as one and the same instrument. From and after the date first
above referenced, this Series Supplement shall amend and restate the Existing
Series Supplement in its entirety.
SECTION 10.02. 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 10.03. 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.
<PAGE>
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/ Alan A. Weinstein
Alan A. Weinstein
President
GOTTSCHALKS INC., as Servicer
By: /s/ Stephen J. Furst
Stephen J. Furst
President
BANKERS TRUST COMPANY, not in its
individual capacity but
solely as Trustee
By: /s/ Melissa J. Kaye
Melissa J. Kaye
Vice President
<PAGE>
SCHEDULE I
List of Series Accounts
Bankers Trust Company
ABA # 021001033
ACCT: 01419647
REF: Gottschalks 1994-1
Attn: Kevin Bertscha
Gottschalks Credit Card Master Trust Series 1994-1 Capitalized
Interest Account: 11871
Gottschalks Credit Card Master Trust Series 1994-1 Retained Amount
Account: 11869
Gottschalks Credit Card Master Trust Series 1994-1 Prepayment
Account: 11870
Gottschalks Credit Card Master Trust Series 1994-1 Spread Account:
11872
Gottschalks Credit Card Master Trust Series 1994-1 Successor
Servicer Account: 11868<PAGE>
EXHIBIT A-1
FORM OF FIXED BASE CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY
OR FOR THE ACCOUNT OF AN ERISA PLAN (AS DEFINED BELOW)
THE GOTTSCHALKS CREDIT CARD MASTER TRUST HAS NOT BEEN REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT AND THE SERIES 1994-1 SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT UNDER WHICH THIS CERTIFICATE IS ISSUED (COPIES
OF WHICH ARE AVAILABLE FROM THE TRUSTEE UPON REQUEST). ANY TRANSFEREE OF THIS
CERTIFICATE IS DEEMED AS OF THE DATE OF SUCH TRANSFER TO MAKE CERTAIN
REPRESENTATIONS RELATING TO ERISA AND OTHER MATTERS.
No. __________ $_________________
GOTTSCHALKS CREDIT CARD MASTER TRUST
___% FIXED BASE CLASS A-1 CREDIT CARD CERTIFICATE
SERIES 1994-1
This certifies that ______________ (the "Fixed Base
Certificateholder") is the registered owner of a fractional undivided interest
in certain assets of a trust (the "Trust") created pursuant to the Pooling and
Servicing Agreement, dated as of March 30, 1994 (the "Pooling and Servicing
Agreement"), as supplemented by the Series 1994-1 Supplement dated as of March
30, 1994 (the "Series Supplement"), among Gottschalks Credit Receivables
Corporation, as depositor (the "Depositor"), Gottschalks Inc., as servicer
(the "Servicer"), and Bankers Trust Company, as trustee (the "Trustee").
Capitalized terms used but not otherwise defined herein shall have the
respective meanings provided for such terms in the Pooling and Servicing
Agreement or the Series Supplement, as applicable.
The corpus of the Trust includes (i) all Receivables sold,
transferred, assigned, set over and otherwise conveyed to the Trust pursuant
to Section 2.01 of the Pooling and Servicing Agreement, (ii) all monies due or
to become due and all amount received with respect thereto and all proceeds
thereof (including "proceeds", as defined in Section 9-306 of the UCC as in
effect in the State of California, and Recoveries), (iii) all monies on
deposit in, and Eligible Investments credited to, the Collection Account or
any Series Account and (iv) all monies as are from time to time available
under any Enhancements.
This Certificate is one of a series of Investor Certificates
entitled "Gottschalks Credit Card Master Trust, __% Fixed Base Class A-1
Credit Card Certificates, Series 1994-1" (the "Fixed Base Certificates"), each
of which are issued under and subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement and the Series Supplement. By
acceptance hereof, the Fixed Base Certificateholder assents to and is bound by
the terms, provisions and conditions of the Pooling and Servicing Agreement
and Series Supplement, as each may be amended from time to time. Although a
summary of certain provisions of the Pooling and Servicing Agreement and the
Series Supplement is set forth below, this Certificate does not purport to
summarize the Pooling and Servicing Agreement and the Series Supplement and
reference is made to the Pooling and Servicing Agreement and the Series
Supplement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Pooling and Servicing Agreement and
the Series Supplement (without schedules) may be requested from the Trustee by
writing to the Trustee at Bankers Trust Company, Four Albany Street, New York,
New York 10006, Attention: Corporate Trust & Agency Group, Structured Finance
Team.
The Depositor has structured the Pooling and Servicing Agreement,
the Series Supplement and the Investor Certificates with the intention that
the Investor Certificates will qualify under applicable federal, state, local
and foreign tax law as indebtedness of the Depositor. The Depositor, the
Servicer and each Holder of Investor Certificates agree to treat and to take
no action inconsistent with the treatment of the Investor Certificates (or
beneficial interest therein) as indebtedness of the Depositor for purposes of
federal, state, local and foreign income or franchise taxes and any other tax
imposed on or measured by income. Each Holder of Investor Certificates, by
acceptance of its Certificate, agrees to be bound by the provisions of Section
3.07 of the Pooling and Servicing Agreement.
Interest shall accrue on the FBC Invested Amount represented by
this Certificate from its date of issuance to and including the last day of
the first Interest Period and, with respect to each Interest Period
thereafter, at the rate of ____% per annum. Interest shall be payable on each
Distribution Date only to the extent that Investor Finance Charge Collections
for the related Collection Period are sufficient to pay such interest after
paying all FBC Monthly Servicing Fees then outstanding. Interest that is due
but not paid on any Distribution Date shall be payable on the next
Distribution Date and interest shall accrue on such unpaid amount until paid
at the rate of ____% per annum.
Principal shall be payable in respect of this Certificate
commencing on the Distribution Date following the earlier of (i) commencement
of the Controlled Amortization Period and (ii) commencement of the Early
Amortization Period. During the Controlled Amortization Period, principal
shall be payable on each Distribution Date from Investor Principal Collections
for the related Collection Period in the amount of the FBC Controlled
Amortization Amount. During the Early Amortization Period, principal shall be
payable on each Distribution Date from Investor Principal Collections for the
related Collection Period in the amount of such Investor Principal
Collections.
In general, payments of principal with respect to the Fixed Base
Certificates are limited to the unpaid FBC Invested Amount, which may be less
than the unpaid principal balance of the Fixed Base Certificates pursuant to
the terms of the Pooling and Servicing Agreement and the Series Supplement.
The Expected Final Payment Date with respect to Fixed Base Certificates is the
September 1999 Distribution Date, but principal with respect to the Fixed Base
Certificates may be paid earlier or later under certain limited circumstances
described in the Pooling and Servicing Agreement and the Series Supplement.
If for one or more months during the Controlled Amortization Period there are
not sufficient funds to pay the Controlled Amortization Amount, then to the
extent that excess funds are not available on subsequent Distribution Dates
with respect to the Controlled Amortization Period to make up for such
shortfalls, the final payment of principal of the Fixed Base Certificates will
occur later than the September 1999 Distribution Date. If the principal of
the Fixed Base Certificates and the Variable Base Certificate have not been
paid in full prior to the September 1999 Distribution Date, the Trustee will
use its best efforts to sell or cause to be sold on such Termination Date
Receivables (or interests therein) in an amount equal to the interest in the
Pool Balance represented by the Certificates, subject to certain limitations,
and shall immediately deposit the Termination Proceeds allocable to the Series
1994-1 Certificateholders' Interest in the Collection Account. The
Termination Proceeds shall be allocated and distributed to the Fixed Base
Certificateholders, the Variable Base Certificateholder and the Holder of the
Exchangeable Certificate in accordance with the Pooling and Servicing
Agreement and the Series Supplement.
The Fixed Base Certificates are issuable only in minimum
denominations of $1,000,000 and integral multiples of $100,000 in excess
thereof. The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and
Registrar accompanied by a written instrument of transfer, in a form
satisfactory to the Trustee or the Transfer Agent and Registrar, duly executed
by the Fixed Base Certificateholder or such Fixed Base Certificateholder's
attorney-in-fact, and duly authorized in writing with such signature
guaranteed, and thereupon one or more new Fixed Base Certificates in
authorized denominations of like aggregate amount will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement and the Series Supplement may
be amended from time to time, in certain circumstances, by the Servicer, the
Depositor, the Trustee and (if the Seller is not the Servicer) the Seller
without the consent of any of the Certificateholders. The Pooling and
Servicing Agreement and the Series Supplement may also be amended from time to
time by the Servicer, the Depositor and the Trustee, with the consent of (i)
the Holder of the Exchangeable Certificate, if it would be adversely affected
by such amendment, and (ii) the Holders of Investor Certificates evidencing
more than 50% of the aggregate unpaid principal amount of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to or changing in any manner or eliminating or waiving any of the
provisions of the Pooling and Servicing Agreement or any Supplement or of
modifying in any manner the rights of the Certificateholders. Any such
amendment and any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued in exchange hereof or in lieu hereof
whether or not notation thereof is made upon this Certificate.
This Certificate may not be acquired or held by or for the account
of any employee benefit plan or individual retirement account subject to Title
I of ERISA or Section 4975 of the Internal Revenue Code, or any trust
established under any such employee benefit plan or individual retirement
account (or established to hold the assets thereof), or any "governmental
plan" (as defined in section 3(32) of ERISA or Section 414(d) of the Internal
Revenue Code) organized in a jurisdiction having prohibitions on transactions
with such governmental plan similar to those contained in Section 406 of ERISA
or Section 4975 of the Internal Revenue Code (each such employee benefit plan,
individual retirement account and trust, an "ERISA Plan"). No part of the
funds used by any Person to acquire or hold this Certificate may constitute
assets (within the meaning of ERISA and any applicable rules and regulations)
of an ERISA Plan. By accepting and holding this Certificate, the Holder
hereof shall be deemed to have represented and warranted that it is not an
ERISA Plan and that this Certificate was not acquired with the assets of an
ERISA Plan.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Depositor has caused this Certificate to be duly
executed.
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION, as
Depositor
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Gottschalks Credit Card Master Trust __% Fixed
Base Class A-1 Credit Card Certificates, Series 1994-1 referred to in the
Series Supplement.
BANKERS TRUST COMPANY,
not in its individual
capacity, but solely in its capacity as Trustee
Name:
Title:
Dated:
<PAGE>
EXHIBIT A-2
FORM OF VARIABLE BASE CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY
OR FOR THE ACCOUNT OF AN ERISA PLAN (AS DEFINED BELOW)
THE GOTTSCHALKS CREDIT CARD MASTER TRUST HAS NOT BEEN REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT AND THE SERIES 1994-1 SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT UNDER WHICH THIS CERTIFICATE IS ISSUED (COPIES
OF WHICH ARE AVAILABLE FROM THE TRUSTEE UPON REQUEST). ANY TRANSFEREE OF THIS
CERTIFICATE IS DEEMED AS OF THE DATE OF SUCH TRANSFER TO MAKE CERTAIN
REPRESENTATIONS RELATING TO ERISA AND OTHER MATTERS.
No. __________ $_________________
GOTTSCHALKS CREDIT CARD MASTER TRUST
VARIABLE BASE CLASS A-2 CREDIT CARD CERTIFICATE
SERIES 1994-1
This certifies that BANK HAPOALIM B.M., LOS ANGELES BRANCH (the
"Variable Base Certificateholder") is the registered owner of a fractional
undivided interest in certain assets of a trust (the "Trust") created pursuant
to the Pooling and Servicing Agreement, dated as of March 30, 1994 (together
with all amendments, supplements or other modifications thereto, the "Pooling
and Servicing Agreement"), as supplemented by the Series 1994-1 Supplement
dated as of March 30, 1994 (together with all amendments, supplements or other
modifications thereto, the "Series Supplement"), among Gottschalks Credit
Receivables Corporation, as depositor (the "Depositor"), Gottschalks Inc., as
servicer (the "Servicer"), and Bankers Trust Company, as trustee (the
"Trustee"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings provided for such terms in the Pooling and
Servicing Agreement or the Series Supplement, as applicable.
The corpus of the Trust includes (i) all Receivables sold,
transferred, assigned, set over and otherwise conveyed to the Trust pursuant
to Section 2.01 of the Pooling and Servicing Agreement, (ii) all monies due or
to become due and all amount received with respect thereto and all proceeds
thereof (including "proceeds", as defined in Section 9-306 of the UCC as in
effect in the State of California, and Recoveries), (iii) all monies on
deposit in, and Eligible Investments credited to, the Collection Account or
any Series Account and (iv) all monies as are from time to time available
under any Enhancements.
This Certificate is the Investor Certificate entitled "Gottschalks
Credit Card Master Trust, Variable Base Class A-2 Credit Card Certificate,
Series 1994-1" (the "Variable Base Certificate"), which is issued under and
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement and the Series Supplement. By acceptance hereof, the Variable Base
Certificateholder assents to and is bound by the terms, provisions and
conditions of the Pooling and Servicing Agreement and Series Supplement, as
each may be amended from time to time. Although a summary of certain
provisions of the Pooling and Servicing Agreement and the Series Supplement is
set forth below, this Certificate does not purport to summarize the Pooling
and Servicing Agreement and the Series Supplement and reference is made to the
Pooling and Servicing Agreement and the Series Supplement for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the Trustee. A
copy of the Pooling and Servicing Agreement and the Series Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at
Bankers Trust Company, Four Albany Street, New York, New York 10006,
Attention: Corporate Trust & Agency Group, Structured Finance Team.
The Depositor has structured the Pooling and Servicing Agreement,
the Series Supplement and the Investor Certificates with the intention that
the Investor Certificates will qualify under applicable federal, state, local
and foreign tax law as indebtedness of the Depositor. The Depositor, the
Servicer and each Holder of Investor Certificates agree to treat and to take
no action inconsistent with the treatment of the Investor Certificates (or
beneficial interest therein) as indebtedness of the Depositor for purposes of
federal, state, local and foreign income or franchise taxes and any other tax
imposed on or measured by income. Each Holder of Investor Certificates, by
acceptance of its Certificate, agrees to be bound by the provisions of Section
3.07 of the Pooling and Servicing Agreement.
By acceptance of this Certificate, the Variable Base
Certificateholder agrees on any Distribution Date during the VBC Revolving
Period, upon the written request of the Depositor, to purchase Additional
Invested Amounts from the Trust in amounts not less than $500,000 and integral
multiples of $100,000 in excess thereof; provided, that the aggregate amount
of such Additional Invested Amounts, together with all other Additional
Invested Amounts previously purchased by the Variable Base Certificateholder
and currently outstanding shall at no time exceed the Maximum Available VBC
Invested Amount.
So long as any Additional Invested Amount is outstanding, interest
shall accrue on such Additional Invested Amount from the date such Additional
Invested Amount is purchased at a rate of one percent (1%) per annum above
LIBOR. Interest shall be payable on each Distribution Date only to the extent
that Investor Finance Charge Collections for the related Collection Period are
sufficient to pay such interest after paying all Monthly Servicing Fees then
outstanding. Interest that is due but not paid on any Distribution Date shall
be payable on the next Distribution Date and interest shall accrue on such
unpaid amount until paid at the rate then in effect for the VBC Invested
Amount. An unutilized commitment fee of three-eighths of one percent (3/8ths
of 1%) per annum shall accrue and be payable for each day during the VBC
Revolving Period to the Variable Base Certificateholder on the difference
between $15,000,000 and the VBC Invested Amount on such day. This fee shall
be payable from Investor Finance Charge Collections on each Distribution Date
but only to the extent that Investor Finance Charge Collections for the
related Collection Period are sufficient to pay such fee after paying all
Monthly Servicing Fees then outstanding.
The VBC Revolving Period shall commence on the date of this
Certificate and shall end on the earlier of (i) the last day of the Collection
Period ending on October 31, 1996, or, if the Variable Base Certificateholder
has consented to a later date, the last day of the Collection Period ending on
August 31, 1998 and (ii) the close of business on the Business day immediately
preceding the commencement of the Early Amortization Period. Unless an Early
Amortization Period shall have commenced, the VBC Controlled Amortization
Period shall commence on the day immediately following the last day of the VBC
Revolving Period and end upon the earliest to occur of (x) the commencement of
an Early Amortization Period, (y) the payment in full to the Variable Base
Certificateholder of the VBC Invested Amount and (z) the March 2000
Distribution Date.
The VBC Invested Amount is subject to prepayment, in full or in
part, on any Distribution Date during the VBC Revolving Period pursuant to the
terms of the Pooling and Servicing Agreement and the Series Supplement;
provided, that any such prepayments must be in amounts of not less than
$500,000 or integral multiples of $100,000 in excess thereof.
Principal shall be payable in respect of this Certificate
commencing on the Distribution Date following the earlier of (i) commencement
of the VBC Controlled Amortization and (ii) commencement of the Early
Amortization Period. During the VBC Controlled Amortization, principal shall
be payable on each Distribution Date from VBC Principal Collections for the
related Collection Period in the amount of the VBC Controlled Amortization
Period Amount. During the Early Amortization Period, principal shall be
payable on each Distribution Date from VBC Principal Collections for the
related Collection Period in the amount of such VBC Principal Collections.
In general, payment of principal with respect to this Variable
Base Certificate is limited to the unpaid VBC Invested Amount, which may be
less than the unpaid principal balance of the Variable Base Certificate
pursuant to the terms of the Pooling and Servicing Agreement and the Series
Supplement. The "Expected Final Payment Date" with respect to Variable Base
Certificate is (i) the April 1997 Distribution Date if the VBC Revolving
Period ends on October 31, 1996 or (ii) the September 1999 Distribution Date
if the VBC Revolving Period ends on August 31, 1998, but in either case
principal with respect to the Variable Base Certificate may be paid earlier or
later under certain limited circumstances described in the Pooling and
Servicing Agreement and the Series Supplement. If for one or more months
during the VBC Controlled Amortization there are not sufficient funds to pay
the Controlled Amortization Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the VBC
Controlled Amortization to make up for such shortfalls, the final payment of
principal of the Variable Base Certificate will occur later than the Expected
Final Payment Date. If the principal of the Fixed Base Certificates and the
Variable Base Certificate have not been paid in full prior to the September
1999 Distribution Date, the Trustee will use its best efforts to sell or cause
to be sold on such Termination Date Receivables (or interests therein) in an
amount equal to the interest in the Pool Balance represented by the
Certificates, subject to certain limitations, and shall immediately deposit
the Termination Proceeds allocable to the Series 1994-1 Certificateholders'
Interest in the Collection Account. The Termination Proceeds shall be
allocated and distributed to the Fixed Base Certificateholders, the Variable
Base Certificateholder and the Holder of the Exchangeable Certificate in
accordance with the Pooling and Servicing Agreement and the Series Supplement.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and
Registrar accompanied by a written instrument of transfer, in a form
satisfactory to the Trustee or the Transfer Agent and Registrar, duly executed
by the Variable Base Certificateholder or such Variable Base
Certificateholder's attorney-in-fact, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Variable Base Certificates
in authorized denominations of like aggregate amount will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement and the Series Supplement may
be amended from time to time, in certain circumstances, by the Servicer, the
Depositor, the Trustee and (if the Seller is not the Servicer) the Seller
without the consent of any of the Certificateholders. The Pooling and
Servicing Agreement and the Series Supplement may also be amended from time to
time by the Servicer, the Depositor and the Trustee, with the consent of (i)
the Holder of the Exchangeable Certificate, if it would be adversely affected
by such amendment, and (ii) the Holders of Investor Certificates evidencing
more than 50% of the aggregate unpaid principal amount of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to or changing in any manner or eliminating or waiving any of the
provisions of the Pooling and Servicing Agreement or any Supplement or of
modifying in any manner the rights of the Certificateholders; provided that no
such amendment may reduce amounts or delay timing of payments to
Certificateholders, change the manner in which interest is calculated without
the consent of each affected Certificateholder, reduce the aforesaid
percentage without the consent of each affected Certificateholder or adversely
affect the rating of any class or series of Certificates without the consent
of the holders of at least 50% of the unpaid principal amount of the
Certificates of such class or series. Any such amendment and any such consent
by the Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future Holders of this Certificate and of any Certificate
issued in exchange hereof or in lieu hereof whether or not notation thereof is
made upon this Certificate.
This Certificate may not be acquired or held by or for the account
of any employee benefit plan or individual retirement account subject to Title
I of ERISA or Section 4975 of the Internal Revenue Code, or any trust
established under any such employee benefit plan or individual retirement
account (or established to hold the assets thereof), or any "governmental
plan" (as defined in section 3(32) of ERISA or Section 414(d) of the Internal
Revenue Code) organized in a jurisdiction having prohibitions on transactions
with such governmental plan similar to those contained in Section 406 of ERISA
or Section 4975 of the Internal Revenue Code (each such employee benefit plan,
individual retirement account and trust, an "ERISA Plan"). No part of the
funds used by any Person to acquire or hold this Certificate may constitute
assets (within the meaning of ERISA and any applicable rules and regulations)
of an ERISA Plan. By accepting and holding this Certificate, the Holder
hereof shall be deemed to have represented and warranted that it is not an
ERISA Plan and that this Certificate was not acquired with the assets of an
ERISA Plan.
<PAGE>
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Depositor has caused this Certificate to be duly
executed.
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION, as
Depositor
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is the Gottschalks Credit Card Master Trust Variable Base
Class A-2 Credit Card Certificate, Series 1994-1 referred to in the Series
Supplement.
BANKERS TRUST COMPANY,
not in its individual
capacity, but solely in its capacity as Trustee
Name:
Title:
Dated: <PAGE>
EXHIBIT A-3
FORM OF SUBORDINATED CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY
OR FOR THE ACCOUNT OF AN ERISA PLAN (AS DEFINED BELOW)
THE GOTTSCHALKS CREDIT CARD MASTER TRUST HAS NOT BEEN REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER, ASSIGNMENT,
EXCHANGE, PLEDGE OR OTHER CONVEYANCE OF THIS CERTIFICATE IS NOT PERMITTED
EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT AND 1994-1 SERIES SUPPLEMENT TO THE POOLING AND
SERVICING AGREEMENT UNDER WHICH THIS CERTIFICATE IS ISSUED (COPIES OF WHICH
ARE AVAILABLE FROM THE TRUSTEE UPON REQUEST). ANY TRANSFEREE OF THIS
CERTIFICATE IS DEEMED AS OF THE DATE OF SUCH TRANSFER TO MAKE CERTAIN
REPRESENTATIONS RELATING TO ERISA AND OTHER MATTERS.
GOTTSCHALKS CREDIT CARD MASTER TRUST
SUBORDINATED CERTIFICATE
SERIES 1994-1
This certifies that GOTTSCHALKS CREDIT RECEIVABLES CORPORATION
(the "Subordinated Certificateholder") is the registered owner of a fractional
undivided interest not allocated to the Investors' Interest or the
Exchangeable Interest in certain assets of a trust (the "Trust") created
pursuant to the Pooling and Servicing Agreement, dated as of March 30, 1994
(the "Pooling and Servicing Agreement"), as amended, supplemented or otherwise
modified from time to time, and the 1994-1 Series Supplement to the Pooling
and Servicing Agreement, dated as of March 30, 1994 (the "Series Supplment"),
among Gottschalks Credit Receivables Corporation, as depositor (the
"Depositor"), Gottschalks Inc., as servicer (the "Servicer"), and Bankers
Trust Company, as trustee (the "Trustee"). Capitalized terms used but not
otherwise defined herein shall have the respective meanings provided for such
terms in the Pooling and Servicing Agreement or the Series Supplement, as
applicable.
The corpus of the Trust includes (i) all Receivables sold,
transferred, assigned, set over and otherwise conveyed to the Trust pursuant
to Section 2.01 of the Pooling and Servicing Agreement, (ii) all monies due or
to become due and all amount received with respect thereto and all proceeds
thereof (including "proceeds", as defined in Section 9-306 of the UCC as in
effect in the State of California, and Recoveries), (iii) all monies on
deposit in, and Eligible Investments credited to, the Collection Account or
any Series Account and (iv) all monies as are from time to time available
under any Enhancements.
This Certificate is issued under and subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement and the
Series Supplement. By acceptance hereof, the Subordinated Certificateholder
assents to and is bound by the terms, provisions and conditions of the Pooling
and Servicing Agreement and the Series Supplement, as each may be amended,
supplemented or otherwise modified from time to time. This Certificate does
not purport to summarize the Pooling and Servicing Agreement or the Series
Supplement and reference is made to the Pooling and Servicing Agreement and
the Series Supplement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Pooling and Servicing
Agreement and the Series Supplement (without schedules) may be requested from
the Trustee by writing to the Trustee at Bankers Trust Company, Four Albany
Street, New York, New York 10006, Attention: Corporate Trust & Agency Group,
Structured Finance Team.
The Pooling and Servicing Agreement and the Series Supplement may
be amended from time to time, in certain circumstances, by the Servicer, the
Depositor, the Trustee and (if the Seller is not the Servicer) the Seller
without the consent of any of the Certificateholders. The Pooling and
Servicing Agreement and the Series Supplement may also be amended from time to
time by the Servicer, the Depositor and the Trustee, with the consent of (i)
the Holder of the Exchangeable Certificate, if it would be adversely affected
by such amendment, and (ii) the Holders of Investor Certificates evidencing
more than 50% of the aggregate unpaid principal amount of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to or changing in any manner or eliminating or waiving any of the
provisions of the Pooling and Servicing Agreement or any Supplement or of
modifying in any manner the rights of the Certificateholders. Any such
amendment and any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued in exchange hereof or in lieu hereof
whether or not notation thereof is made upon this Certificate.
This Certificate may not be acquired or held by or for the account
of any employee benefit plan or individual retirement account subject to Title
I of ERISA or Section 4975 of the Internal Revenue Code, or any trust
established under any such employee benefit plan or individual retirement
account (or established to hold the assets thereof), or any "governmental
plan" (as defined in section 3(32) of ERISA or Section 414(d) of the Internal
Revenue Code) organized in a jurisdiction having prohibitions on transactions
with such governmental plan similar to those contained in Section 406 of ERISA
or Section 4975 of the Internal Revenue Code (each such employee benefit plan,
individual retirement account and trust, an "ERISA Plan"). No part of the
funds used by any Person to acquire or hold this Certificate may constitute
assets (within the meaning of ERISA and any applicable rules and regulations)
of an ERISA Plan. By accepting and holding this Certificate, the Holder
hereof shall be deemed to have represented and warranted that it is not an
ERISA Plan and that this Certificate was not acquired with the assets of an
ERISA Plan.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Depositor has caused this Certificate to be duly
executed.
GOTTSCHALKS CREDIT RECEIVABLES CORPORATION, as
Depositor
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is the Gottschalks Credit Card Master Trust Subordinated
Certificate, Series 1994-1 referred to in the Series Supplement.
BANKERS TRUST COMPANY,
not in its individual
capacity, but solely in its capacity as Trustee
Name:
Title:
Dated:
<PAGE>
EXHIBIT B
FORM OF DISTRIBUTION DATE STATEMENT
_____________________________________
GOTTSCHALKS CREDIT CARD MASTER TRUST
(SERIES 1994-1)
____________________________________
Under the Pooling and Servicing Agreement, dated as of March 30,
1994 (as amended, modified or supplemented, the "Pooling and Servicing
Agreement"), among Gottschalks Credit Receivables Corporation, as depositor
(the "Depositor"), Gottschalks, Inc., as servicer (the "Servicer") and Bankers
Trust Company, as trustee (the "Trustee"), as amended and supplemented by the
Series 1994-1 Supplement, dated as of March 30, 1994, among the Depositor, the
Servicer and the Trustee, the Servicer is required to prepare certain
information for each Distribution Date regarding current distributions to the
Holders of the Fixed Base Certificates and the Holder of the Variable Base
Certificate (the "Investor Certificateholders") and the performance of the
Gottschalks Credit Card Master Trust (the "Trust") during the Related
Collection Period. The information which is required to be prepared with
respect to the ___________, 199_ Distribution Date and with respect to the
performance of the Trust during the Related Collection Period for such
Distribution Date is set forth below. Certain of the information is presented
on the basis of an original principal amount of $1,000 per Certificate.
Certain other information is presented based on the aggregate amounts for the
Trust as a whole.
(A) Information Regarding the Current Monthly Distribution for the
Fixed Base Certificates and the Variable Base Certificate (stated
on the basis of $1,000 original principal amount).
(1) The total amount of the distribution to Investor
Certificateholders on the current Distribution Date,
per $1,000 original principal amount:. . . .$__________
(2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Fixed Base
Certificates, per $1,000 original principal amount:$__________
(3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Fixed Base
Certificates, per $1,000 original principal amount:$__________
(4) The amount of the distribution set forth in paragraph
1 above in respect of the Make Whole Premium, if any,
in respect of the Fixed Base Certificates, per $1,000
original principal amount: . . . . . . . . .$__________
(5) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Variable Base
Certificate, per $1,000 original principal amount:$__________
(6) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Variable Base
Certificate, per $1,000 original principal amount:$__________
(7) The amount of the distribution set forth in paragraph
1 above in respect of VBC Unutilized Commitment Fee on
the Variable Base Certificate, per $1,000 original
principal amount:. . . . . . . . . . . . . .$__________
(B) Information Regarding the Unpaid Monthly Interest, Fees and Make
Whole Premium for the Fixed Base Certificates and the Variable
Base Certificate.
(1) Amount of interest due on the current Distribution
Date with respect to the Fixed Base Certificates$__________
(2) Amount of interest to be distributed on the current
Distribution Date to the Holders of the Fixed Base
Certificates . . . . . . . . . . . . . . . .$__________
(3) Amount, if any, of unpaid monthly interest for the
current Interest Period with respect to the Fixed Base
Certificates . . . . . . . . . . . . . . . .$__________
(4) Amount of interest due on the current Distribution
Date with respect to the Variable Base Certificate$__________
(5) Amount of interest to be distributed on the current
Distribution Date to the Holder of the Variable Base
Certificate. . . . . . . . . . . . . . . . .$__________
(6) Amount, if any, of unpaid monthly interest for the
current Interest Period with respect to the Variable
Base Certificate . . . . . . . . . . . . . .$__________
(7) Amount of Make Whole Premium due on the current
Distribution Date with respect to the Fixed Base
Certificates . . . . . . . . . . . . . . . .$__________
(8) Amount of Make Whole Premium to be distributed on the
current Distribution Date to the Holders of the Fixed
Base
Certificates . . . . . . . . . . . . . . . .$__________
(9) Amount, if any, of unpaid Make Whole Premium for the
current Interest Period with respect to the Fixed Base
Certificates . . . . . . . . . . . . . . . .$__________
(10) Amount of VBC Unutilized Commitment Fee due on the
current Distribution Date with respect to the Variable
Base Certificate . . . . . . . . . . . . . .$__________
(11) Amount of VBC Unutilized Commitment Fee to be
distributed on the current Distribution Date to the
Holder of the Variable Base Certificate. . .$__________
(12) Amount, if any, of unpaid VBC Unutilized Commitment
Fee for the current Interest Period with respect to
the Variable Base Certificate. . . . . . . .$__________
(C) Information Regarding the
Performance of the Trust.
(1) Collection of Receivables.
The aggregate amount of payments on Receivables
processed for the Related Collection Period which were
allocated in respect of the Investor Certificates of
all Series:. . . . . . . . . . . . . . . . .$__________
The aggregate amount of payments on Receivables
processed for the Related Collection Period which were
allocated in respect of the Series 1994-1 Investor
Certificates:. . . . . . . . . . . . . . . .$__________
(2) Collection of Principal Receivables.
The aggregate amount of payments on Principal
Receivables processed during the Related Collection
Period which were allocated in respect of the Fixed
Base Certificates: . . . . . . . . . . . . .$__________
The aggregate amount of payments on Principal
Receivables processed during the Related Collection
Period which were allocated in respect of the Variable
Base Certificate:. . . . . . . . . . . . . .$__________
(3) Collection of Finance Charge Receivables.
The aggregate amount of payments of Finance Charge
Receivables processed during the Related Collection
Period which were allocated in respect of the interest
on the Fixed Base Certificates:. . . . . . .$__________
The aggregate amount of payments of Finance Charge
Receivables processed during the Related Collection
Period which were allocated in respect of interest on
the Variable Base Certificate: . . . . . . .$__________
The aggregate amount of Finance Charge Receivables
processed during the Related Collection Period that
constitute Recoveries on Defaulted Receivables:$__________
(4) Principal Receivables in the Trust.
The aggregate amount of Principal Receivables in the
Trust as of the end of the Related Collection Period:$__________
The amount of Principal Receivables in the Trust
represented by the Invested Amount of the Certificates
of all Series: . . . . . . . . . . . . . . .$__________
The amount of Principal Receivables in the Trust
represented by the Required Series Pool Balance of the
Series 1994-1 Investor Certificates: . . . .$__________
The amount of Principal Receivables in the Trust
represented by the Fixed Base Certificates (the "FBC
Invested Amount"). . . . . . . . . . . . . .$__________
The amount of Principal Receivables in the Trust
represented by the Variable Base Certificate (the "VBC
Invested Amount"). . . . . . . . . . . . . .$__________
The amount of Principal Receivables in the Trust
represented by the Subordinated Certificate (the
"Subordinated Invested Amount"). . . . . . .$__________
The Subordinated Invested Amount as a percentage of
the Required Series Pool Balance of the Series 1994-1
Certificates . . . . . . . . . . . . . . . . . . .____%
The FBC Allocation Percentage with respect to the
Principal Receivables in the Trust for the current
Distribution Date. . . . . . . . . . . . . . . . %
The VBC Allocation Percentage with respect to the
Principal Receivables in the Trust for the current
Distribution Date. . . . . . . . . . . . . . . . %
The Subordinated Allocation Percentage with respect to
the Principal Receivables in the Trust for the current
Distribution Date. . . . . . . . . . . . . . . . %
(5) Delinquent Receivables.
The amount of Receivables in the Accounts which were
30 or more days delinquent as of the end of the
Related Collection Period:
30-59 days: . . . . . . . . . . . . . .$__________
60-89 days: . . . . . . . . . . . . . .$__________
90-119 days:. . . . . . . . . . . . . .$__________
120-149 days: . . . . . . . . . . . . .$__________
150-179 days: . . . . . . . . . . . . .$__________
180-209 days: . . . . . . . . . . . . .$__________
210 or more days: . . . . . . . . . . .$__________
The percentage of Receivables in the Accounts which
were 30 or more days delinquent as of the end of the
Related Collection Period:
30-59 days: . . . . . . . . . . . . . . . . .____%
60-89 days: . . . . . . . . . . . . . . . . .____%
90-119 days:. . . . . . . . . . . . . . . . .____%
120-149 days: . . . . . . . . . . . . . . . .____%
150-179 days: . . . . . . . . . . . . . . . .____%
180-209 days: . . . . . . . . . . . . . . . .____%
210 or more days: . . . . . . . . . . . . . .____%
(6) Investor Default Amount.
The Defaulted Amount for the Related Collection Period$__________
The portion of the Defaulted Amount allocable to the
Series 1994-1 Investor Certificates (the "Investor
Default Amount") . . . . . . . . . . . . . .$__________
The portion of the Defaulted Amount allocable to the
Fixed Base Certificates (the "FBC Investor Default
Amount") . . . . . . . . . . . . . . . . . .$__________
The portion of the Defaulted Amount allocable to the
Variable Base Certificate (the "Variable Investor
Default Amount") . . . . . . . . . . . . . .$__________
The Senior Investor Default Holdback Amount for the
Related Collection Period: . . . . . . . . .$__________
The amount, if any, by which the sum of the FBC
Investor Default Amount and the VBC Investor Default
Amount exceeded the Senior Investor Default Holdback
Amount . . . . . . . . . . . . . . . . . . .$__________
The amount, if any, of Subordinated Principal
Collections reallocated to the FBC Investor Default
Amount and the VBC Investor Default Amount on the last
day of the Related Collection Period . . . .$__________
The amount, if any, by which the Senior Investor
Default Holdback Amount exceeded the sum of the FBC
Investor Default Amount and the VBC Investor Default
Amount . . . . . . . . . . . . . . . . . . .$__________
The portion of the Defaulted Amount allocable to the
Subordinated Certificate . . . . . . . . . .$__________
The Subordinated Investor Default Holdback Amount for
the Related Collection Period: . . . . . . .$__________
The amount, if any, by which the Subordinated Investor
Default Amount exceeded the Subordinated Investor
Default Holdback Amount. . . . . . . . . . .$__________
The amount, if any, by which the Subordinated Investor
Default Holdback Amount exceeded the sum of the
Subordinated Investor Default Amount . . . .$__________
(7) Investor Charge-Offs; Reimbursement of Charge-Offs.
The amount of FBC Investor
Charge-Offs. . . . . . . . . . . . . . . . .$__________
The amount of FBC Investor Charge-Offs per $1,000
original principal amount. . . . . . . . . .$__________
The amount of VBC Investor
Charge-Offs. . . . . . . . . . . . . . . . .$__________
The amount of VBC Investor Charge-Offs per $1,000
original principal amount. . . . . . . . . .$__________
The amount of Subordinated Investor Charge-Offs$__________
The amount of Subordinated Investor Charge-Offs per
$1,000 original principal amount . . . . . .$__________
The amount of FBC Investor Charge-Offs reimbursed$__________
The amount of FBC Investor Charge-Offs reimbursed per
$1,000 original principal amount . . . . . .$__________
The amount of VBC Investor Charge-Offs reimbursed$__________
The amount of VBC Investor Charge-Offs reimbursed per
$1,000 original principal amount . . . . . .$__________
The amount of Subordinated Investor Charge-Offs
reimbursed . . . . . . . . . . . . . . . . .$__________
The amount of Subordinated Investor Charge-Offs
reimbursed per $1,000 original principal amount$__________
(8) Servicing Fee.
The amount of the Monthly Senior Servicing Fee due to
the Servicer for the Related Collection Period$__________
The amount of the Monthly Senior Servicing Fee payable
to the Servicer for the Related Collection Period$__________
The amount of the unpaid Monthly Senior Servicing Fee
for the Related Collection Period. . . . . .$__________
The amount of the Monthly Subordinated Servicing Fee
due to the Servicer for the Related Collection Period$__________
The amount of the Monthly Subordinated Servicing Fee
payable to the Servicer for the Related Collection
Period . . . . . . . . . . . . . . . . . . .$__________
The amount of the unpaid Monthly Subordinated
Servicing Fee for the Related Collection Period$__________
(9) Reallocated Principal Collections.
The amount of Finance Charge Collections reallocated
to Principal Collections with respect to the current
Distribution Date. . . . . . . . . . . . . .$__________
(10) Retained Amount Account.
Balance of the Retained Amount Account on the
Determination Date for the Preceding Collection Period$__________
The FBC Component of all amounts deposited into the
Retained Amount Account since the Determination Date
for the preceding Distribution Date. . . . .$__________
The VBC Component of all amounts deposited into the
Retained Amount Account since the Determination Date
for the preceding Distribution Date. . . . .$__________
The Subordinated Component of all amounts deposited
into the Retained Amount Account since the
Determination Date for the preceding Distribution Date$__________
The FBC Component of all amounts withdrawn from the
Retained Amount Account since the Determination Date
for the preceding Distribution Date. . . . .$__________
The VBC Component of all amounts withdrawn from the
Retained Amount Account since the Determination Date
for the preceding Distribution Date. . . . .$__________
The Subordinated Component of all amounts withdrawn
from the Retained Amount Account since the
Determination Date for the preceding Distribution Date$__________
The amount on deposit in the Retained Amount Account
as of the Determination Date for the current
Distribution
Date . . . . . . . . . . . . . . . . . . . .$__________
The FBC Component of all amounts on deposit in the
Retained Amount Account as of the Determination Date
for the current Distribution Date . . . . .$__________
The VBC Component of all amounts on deposit in the
Retained Amount Account as of the Determination Date
for the current Distribution Date . . . . .$__________
The Subordinated Component of all amounts on deposit
in the Retained Amount Account as of the Determination
Date for the current Distribution
Date . . . . . . . . . . . . . . . . . . . .$__________
(11) Prepayment Account.
The Balance of the Prepayment Account on the
Determination Date for the Preceding Collection Period$__________
Amounts deposited into the Prepayment Account since
the Determination Date for the Preceding Distribution
Date . . . . . . . . . . . . . . . . . . . .$__________
Balance of the Prepayment Account on the date hereof$__________
The amount to be withdrawn from the Prepayment Account
and paid to the Holder of the Variable Base
Certificate on this Distribution Date. . . .$__________
(12) Spread Account.
The balance of the Spread Account on the Determination
Date for the Preceding Collection Period . .$__________
Spread Requirement for the Related Collection Period
[see item 13
below] . . . . . . . . . . . . . . . . . . .$__________
Amounts, if any, deposited into the Spread Account
since the Determination Date for the Preceding
Distribution Date. . . . . . . . . . . . . .$__________
The amount, if any, to be withdrawn from the Spread
Account on this Distribution Date . . . . .$__________
The balance of the Spread Account as of the
Determination Date for the current Distribution Date$__________
(13) Portfolio Yield/Spread Requirement.
The Portfolio Yield for the Preceding Collection
Period . . . . . . . . . . . . . . . . . . . . . .____%
The Base Rate plus 0.5% for the Preceding Collection
Period . . . . . . . . . . . . . . . . . . . . . .____%
The Portfolio Yield for the Preceding Collection
Period minus the sum of the Base Rate for the
Preceding Collection Period plus 0.5% [is] [is not]
greater than zero. . . . . . . . . . . . . . .[Yes][No]
The Portfolio Yield for the second preceding
Collection Period. . . . . . . . . . . . . . . . .____%
The Base Rate plus 0.5% for the second preceding
Collection Period. . . . . . . . . . . . . . . . .____%
The Portfolio Yield for the second preceding
Collection Period minus the sum of the Base Rate for
the second preceding Collection Period plus 0.5% [is]
[is not] greater than zero . . . . . . . . . .[Yes][No]
The Spread Requirement is zero unless the Portfolio
Yield in each of the two preceding Collection Periods
was less than the sum of the Base Rate in each such
Collection Period plus 0.5%, in which case the Spread
Requirement shall be the sum of the following amounts:
The Monthly Senior Servicing Fee for the
Preceding Collection Period . . . . . .$__________
The FBC Monthly Interest for the Preceding
Collection Period . . . . . . . . . . .$__________
The FBC Carryover Interest for the
Preceding Collection Period . . . . . .$__________
The VBC Monthly Interest for the Preceding
Collection Period . . . . . . . . . . .$__________
The VBC Carryover Interest for the
Preceding Collection Period . . . . . .$__________
The VBC Unutilized Commitment Fee for the
Preceding Collection Period . . . . . .$__________
The VBC Carryover Unutilized Commitment
Fee for the Preceding Collection Period$__________
Spread Requirement . . . . . . . . . . . . .$__________
(14) Successor Servicer Account.
Face Amount, if any, of any letter of credit issued to
cover Successor Servicer replacement costs .$__________
Balance of the Successor Servicer Account on the
Determination Date for the Preceding Collection Period$__________
Amounts, if any, deposited into the Successor Servicer
Account since the Determination Date for the Preceding
Distribution Date. . . . . . . . . . . . . .$__________
The amount on deposit in the Successor Servicer
Account as of the Determination Date for the current
Distribution Date. . . . . . . . . . . . . .$__________
The amount, if any, to be withdrawn from the Successor
Account on this Distribution Date . . . . .$__________
(15) Discount Rate.
The Discount Rate in effect on the prior Determination
Date . . . . . . . . . . . . . . . . . . . . . . .____%
The Additional Discount Rate determined on the prior
Reset Date . . . . . . . . . . . . . . . . . . . .____%
Other changes, if any, to the Discount Rate since the
prior Determination Date . . . . . . . . . . . . .____%
Discount Rate as of the current Determination Date____%
(16) Early Amortization Event Triggers.
Section 7.01(e) of Series 1994-1 Supplement.
[Not applicable until the Determination Date following
the June, 1994 Collection Period]
The aggregate balance of all Eligible Receivables that
were 90 days or more past due at the end of the
Related Collection Period as a percentage of the Pool
Balance. . . . . . . . . . . . . . . . . . . . . .____%
The aggregate balance of all Eligible Receivables that
were 90 days or more past due at the end of the
Preceding Collection Period as a percentage of the
Pool Balance . . . . . . . . . . . . . . . . . . .____%
The aggregate balance of all Eligible Receivables that
were 90 days or more past due at the end of the second
preceding Collection Period as a percentage of the
Pool Balance . . . . . . . . . . . . . . . . . . .____%
The aggregate balance of all Eligible Receivables that
were 90 days or more past due at the end of the
Related Collection Period and each of the two
preceding Collection Periods as a percentage of the
Pool Balance [did not exceed] [exceeded] 1.5%
Section 7.01(f) of Series 1994-1 Supplement.
[Not applicable until the Determination Date following
the June, 1994 Collection Period]
The Portfolio Yield for the Related Collection Period____%
The Portfolio Yield for the Preceding Collection
Period . . . . . . . . . . . . . . . . . . . . . .____%
The Portfolio Yield for the second preceding
Collection Period. . . . . . . . . . . . . . . . .____%
The average Portfolio Yield for the three most recent
Collection Periods . . . . . . . . . . . . . . . .____%
Base Rate for the Related Collection Period. . . .____%
The average Portfolio Yield for the Related Collection
Period and the two preceding Collection Periods minus
the Base Rate for the Related Collection Period [was]
[was not] greater than zero
Section 7.01(g) of Series 1994-1 Supplement.
The number of consecutive days during which the
balance of the Retained Amount Account was greater
than $2,500,000. . . . . . . . . . . . . . . . . . ____
The number of consecutive days during which the
balance of the Retained Amount Account was greater
than $2,500,000 [exceeded] [did not exceed] 60 days
Section 7.01(i) of Series 1994-1 Supplement.
The Subordinated Invested Amount on the current
Distribution Date will be. . . . . . . . . .$__________
The Subordinated Invested Amount on the current
Distribution Date [is greater] [is less] than zero
Section 7.01(j) of Series 1994-1 Supplement.
[Not applicable until the Determination Date following
the June, 1994 Collection Period]
The Defaulted Amount (net of Recoveries) as a
percentage of the average Receivables outstanding for
the Related Collection Period. . . . . . . . . . .____%
The Defaulted Amount (net of Recoveries) as a
percentage of the average Receivables outstanding for
the Preceding Collection Period. . . . . . . . . .____%
The Defaulted Amount (net of Recoveries) as a
percentage of the average Receivables outstanding for
the second preceding Collection Period . . . . . .____%
The Defaulted Amount (net of Recoveries) as a
percentage of the average Receivables outstanding for
the Related Collection Period and each of the two
preceding Collection Periods [was] [was not] greater
than 7%
Section 7.01(l) of Series 1994-1 Supplement.
[Not applicable until the Determination Date following
the June, 1994 Collection Period]
The monthly payment rate for the Related Collection
Period . . . . . . . . . . . . . . . . . . . . . .____%
The monthly payment rate for the Preceding Collection
Period . . . . . . . . . . . . . . . . . . . . . .____%
The monthly payment rate for the second preceding
Collection Period. . . . . . . . . . . . . . . . .____%
The average monthly payment rate for the three
preceding Collection Periods . . . . . . . . . . .____%
The average monthly payment rate for the three
preceding Collection Periods [was not] [was] less than
10%
To the best knowledge of the undersigned, an Early Amortization
Event [has] [has not] occurred with respect to the Series 1994-1.
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this ____ day of ______________, 199_.
GOTTSCHALKS INC.,
as Servicer
By:________________________
Servicing Officer
<PAGE>
EXHIBIT C
[date]
Gottschalks Credit Receivables Corporation
7 River Place East
Fresno, California 93729
Bankers Trust Company
as Trustee
Four Albany Street
New York, New York 10015
Gentlemen:
Reference is made to that certain Certificate Purchase Agreement
dated as of March 30, 1994 (the "Certificate Purchase Agreement") between
Gottschalks Credit Receivables Corporation ("GCRC") as seller, Gottschalks
Inc. ("Gottschalks") and [name of transferee] ("Transferee") pursuant to which
Transferee, upon the terms and conditions therein set forth, purchased a ____%
Fixed Base Class ____ Credit Card Certificate, Series _____, in the original
face amount of $[amount] (the "Trust Certificate"). Capitalized terms used
herein and not defined have the meaning given in that certain Pooling and
Servicing Agreement dated as of March 30, 1994 among GCRC as depositor,
Gottschalks as servicer and Bankers Trust Company as trustee.
In connection with such purchase, Transferee represents and
warrants that (i) it is acquiring its Trust Certificate solely for its own
account (or for accounts as to which to exercises investment discretion) for
the purpose of investment only and not with a view to distribution in
violation of the Securities Act of 1933 (the "Act"), and will not sell or
otherwise transfer such Trust Certificate in the absence of registration under
the Act or an exemption therefrom, provided that the disposition of its
property shall at all time be and remain within its control and (ii) it is a
corporation, partnership or other entity having such knowledge and experience
in financial and business matters as to be capable of evaluating the merits
and risks of an investment in its Trust Certificate and it is (or any account
for which it is purchasing referred to in (i) above is) an institutional
accredited investor within the meaning of Rule 501 of the Act able to bear the
economic risk of investment in its Trust Certificate, including a complete
loss, while maintaining adequate means of providing for its current needs and
foreseeable contingencies.
Sincerely yours,
[name of transferee]
By:________________________
Name:
Title:
CONFORMED COPY
Waiver Agreement
This WAIVER AGREEMENT dated as of November 23, 1994 (this "Waiver
Agreement"), is entered into among GOTTSCHALKS CREDIT
RECEIVABLES CORPORATION, as depositor (the "Depositor"), GOTTSCHALKS INC.,
as Servicer (the "Servicer"), BANKERS TRUST COMPANY, not in its
individual capacity but solely as trustee (the "Trustee"), and BANK
HAPOALIM B.M., LOS ANGELES BRANCH, as the variable base
certificateholder (the "Variable Base Certificateholder").
RECITALS
A. The Depositor, the Servicer and the Trustee have entered into
that certain Pooling and Servicing Agreement, dated as of
March 30, 1994 (as amended and supplemented, the "Agreement"), and that
Amended and Restated Series 1994-1 Supplement (as amended and
supplemented, the "Supplement"; capitalized terms used herein and not
otherwise defined herein shall have the meaning given thereto in the
Supplement and, if not defined therein, in the Agreement).
B. Pursuant to Section 6.02(b) of the Supplement, the Depositor may
request the Variable Base Certificateholder to acquire
Additional Invested Amounts on any Distribution Date subject to certain
restrictions set forth in Section 6.02(b).
C. In addition to the right of the Depositor to require the Variable
Base Certificateholder to purchase Additional Invested
Amounts on any Distribution Date, the Depositor desires to be able to request
the Variable Base Certificateholder to acquire Additional
Invested Amounts in accordance with the Agreement on any December 1
occurring during the VBC Revolving Period.
D. The Depositor desires that the Servicer, the Trustee and Variable
Base Certificateholder waive compliance with Section
6.02(b) of the Supplement solely to the extent that it prevents the Depositor
from requesting the Variable Base Certificateholder to
acquire, and the Variable Base Certificateholder from acquiring, Additional
Invested Amounts on dates other than a Distribution Date
during the VBC Revolving Period.
NOW THEREFORE, in consideration of the premises made hereunder by the
parties hereto, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Pursuant to the terms and conditions set forth herein, the
Servicer, Trustee and Variable Base Certificateholder hereby
waive Section 6.02(b) of the Supplement solely to the extent that it prevents
the Depositor from requesting the Variable Base
Certificateholder to acquire, and the Variable Base Certificateholder from
acquiring, Additional Invested Amounts (each such acquisition,
a "Special Borrowing") in accordance with the Agreement on any December 1
occurring during the VBC Revolving Period (a "Special Borrowing
Date").
2. If the Depositor desires to incur a Special Borrowing, it shall
during the November Collection Period preceding the
Special Borrowing Date therefor, notify the Variable Base Certificateholder
in writing (with a copy to the Trustee) of the maximum amount
that Depositor intends to borrow on such Special Borrowing Date. Such notice
shall also contain a certification that the Depositor
reasonably believes that between the date of the notice and the end of the
November Collection Period sufficient Series Finance Charge
Collections will be generated to pay interest on the Special Borrowing from
such Special Borrowing Date through the December Distribution
Date following such date. No Special Borrowing shall exceed the maximum
amount estimated in any such notice.
3. For purposes solely of determining the interest rate with respect
to any Special Borrowing for the period from and
including the Special Borrowing Date therefor to but excluding the December
Distribution Date following such date, LIBOR shall be
calculated using offered rates for deposits in U.S. dollars having a maturity
of two weeks.
4. For purposes solely of determining and reporting the amount of
each daily allocation of Series Finance Charge
Collections (including, without limitation, for purposes of allocating
Series
Finance Charge Collections to pay VBC Monthly Interest on
the Distribution Date following a Special Borrowing Date) and Series
Principal Collections for the November Collection Period preceding
any Special Borrowing Date, such Special Borrowing shall be deemed to have
been made on the November 15 immediately preceding such Special
Borrowing Date in an amount no greater than the amount referenced in
the notice delivered pursuant to paragraph 2 above and the VBC
Invested Amount nominally adjusted as of such November 15. Notwithstanding
the foregoing, if a Special Borrowing is less than the amount
referenced in the notice delivered pursuant to paragraph 2 or is not made,
the VBC Invested Amount shall be adjusted downward by the
difference in such amount.
5. As a condition precedent to each Special Borrowing, Depositor
shall, at the time such Special Borrowing is requested,
deliver an Officer's Certificate to the Variable Base Certificateholder with
a copy to the Fixed Base Certificateholder and to the Trustee
which states that the Special Borrowing will not cause the VBC Invested
Amount on the Special Borrowing Date therefor to exceed the
Maximum Available VBC Invested Amount on such date.
6. Each party hereto agrees to do such further acts and things, and
to execute and deliver to the other parties hereto such
additional agreements, powers and instruments, as may be deemed advisable to
carry into effect the purposes of this Waiver Agreement.
7. This Waiver Agreement shall become effective on the first date on
which the parties hereto shall have executed and
delivered this Waiver Agreement and the Trustee shall have received written
evidence of approval by FBC Certificateholders evidencing more
than 50% of the aggregate unpaid principal balance amount of the FBC
Investor
Certificates.
8. Except as modified or waived hereby, the Agreement and the
Supplement shall remain in full force and effect in
accordance with their respective terms.
9. The waiver given hereby is made only with respect to the specific
provisions of the Agreement and the Supplement set
forth herein and is made only to the extent and for the limited purposes
described herein. Such waiver is not to be construed as a waiver
for any purpose other than as specifically set forth in this Waiver Agreement
and shall not constitute an agreement or obligation of any
of the parties hereto to grant any other or future waiver.
10. This Waiver Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute but one instrument.
11. THIS WAIVER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Waiver
Agreement and to be duly executed and delivered by their respectively
authorized officers as of the date first above written.
GOTTSCHALKS CREDIT RECEIVABLES
CORPORATION, as Depositor
By: /s/ Alan A. Weinstein
Alan A. Weinstein
President
GOTTSCHALKS INC., as Servicer
By: /s/ Alan A. Weinstein
Alan A. Weinstein
Senior Vice President and
and Chief Financial Officer
BANKERS TRUST COMPANY, not in its
individual capacity but
solely as Trustee
By: /s/ Marie C. Rasch
Marie C. Rasch
Vice President
BANK HAPOALIM B.M., LOS ANGELES
BRANCH, as Variable Base
Certificateholder
By: /s/ Samuel Shakked
Samuel Shakked
Senior Vice President
By: /s/ Lori Lake
Lori Lake
Assistant Vice President
<PAGE>
AGREED TO AND ACCEPTED
as of November 23, 1994:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Steven M. Tompson
Steven M. Tompson
Managing Director
UMBTRU AND CO.
By: /s/ Deborah K. Cadwell
Deborah K. Cadwell
Institutional Custody Officer
Execution and delivery of this Waiver Agreement will not result in a reduction
or withdrawal of existing ratings of the Fixed Based Certificates or the
Variable Based Certificates.
DUFF & PHELPS CREDIT RATING CO.
By: /s/ Andrew Leszczynski
Andrew Leszczynski
Vice President
FITCH INVESTORS SERVICE, INC.
By:________________________
Name:___________________
Title:__________________
[Executed under separate cover by Gregory G. Raab,
Executive Managing Director]
FIRST AMENDMENT TO 1994 AMENDED
AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO 1994 AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is entered into as of August 26, 1994, by and between GOTTSCHALKS
INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain 1994 Amended and Restated Credit Agreement between
Borrower and Bank dated as of March 30, 1994, as amended from time to time (the
"Credit Agreement");
WHEREAS, Borrower has requested from Bank a second extension of the New
Term Loan Maturity Date for the New Term Loan granted pursuant to the Credit
Agreement, and Bank has agreed to provide said second extension on the terms and
conditions contained herein,; and
WHEREAS, Bank and Borrower have agreed to amend the Credit Agreement to
reflect said second extension of the New Term Loan Maturity Date and to correct
a mistake in the rate of interest described in the Credit Agreement as
applicable
to the Loans.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree that the Credit Agreement
shall be amended as follows:
1. Section 1.01 is hereby amended to provide that the New Term Loan
Maturity Date defined therein shall be "November 30, 1994."
2. Section 2.03(a) is hereby deleted in its entirety, and the following
substituted therefor:
"(a) Prior to Default. Each Loan shall bear, and Borrower agrees
to pay, interest on the outstanding principal amount thereof until due
(whether at maturity, by reason of prepayment or acceleration or
otherwise), (i) for the period ending on June 30, 1994, at a rate of ten
percent (10.0%) per annum, and (ii) for each calendar quarter thereafter,
beginning with the calendar quarter commencing on July 1, 1994, at a rate
equal to one-quarter percent (1/4%) per annum in excess of the rate
applicable during the prior calendar quarter, such increase to be effective
as of the first day of the calendar quarter."
3. As a condition to the second extension of the New Term Loan Maturity
Date provided hereby, Borrower shall reimburse Bank, immediately upon demand,
for
all costs and expenses of Bank incurred in connection with all title insurance
endorsements, if any, required by Bank to insure the continued priority of
Bank's
liens of Borrower's real property securing the New Term Loan.
4. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
5. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which
with the giving of notice or the passage of time or both would constitute any
such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
WELLS FARGO BANK,
GOTTSCHALKS INC. NATIONAL ASSOCIATION
By:_s/Alan Weinstein__________ By:_s/Brian Santos_____________
Title:_Sr.VP/CFO____________ Title:__Vice President___________
October 21, 1994
Gottschalks Inc.
Mr. Alan Weinstein, SVP
Chief Financial Officer
P.O. Box 26480
Fresno, CA 93729
Dear Alan,
Per your request, Wells Fargo Bank ("Bank") has waived the defaults, listed
below, that will occur under your credit agreement with the Bank dated March 30,
1994 (the "Agreement") due to the sale of your computer system and the
relighting
of a portion of your stores:
I. As required by sections 5.17, Lien Priorities and Perfection, 7.05,
Capital Expenditures, and 7.11, Sale of Assets
Subject to the terms and conditions that follow, we have decided to waive our
default rights with respect to these breaches for the remainder of the 1994
fiscal period ending 1/95. Please note, however, that this waiver applies only
to the specific instances described above. All covenants will be reinstated at
their original levels as of 2/95. It is not a waiver of any subsequent breach
of the same provision of the Agreement, nor is it a waiver of any breach of any
other provisions of the Agreement.
Except as expressly stated in this letter, we reserve all of the rights, powers
and remedies available to us under the Agreement and any other contracts or
instruments signed by you, including the right to cease making advances to you
and the right to accelerate any of your indebtedness, if any subsequent breach
of the same provision or any other provision of the Agreement should occur.
Sincerely,
WELLS FARGO BANK, N.A.
s/ Brian C. Santos
Brian C. Santos
Vice President
November 15, 1994
Gottschalks Inc.
7 River Park Place East
Fresno, CA 93729
Re: New Term Loan Maturity Date Extension
Dear Steve:
This letter is to confirm that Wells Fargo Bank, National Association ("Bank")
has agreed to extend the maturity date of that certain term loan granted by Bank
to Gottschalks Inc. ("Borrower") in the original principal amount of Six Million
Dollars ($6,000,000) (the "New Term Loan") pursuant to the terms and conditions
of that certain 1994 Amended and Restated Credit Agreement between Bank and
Borrower dated as of March 30, 1994, as amended from time to time (the "Credit
Agreement").
The maturity date of the New Term Loan is hereby extended until April 30, 1995.
Until such date, (a) Borrower shall continue to make all payments of principals
and/or interest on the New Term Loan as are required by the terms of the Credit
Agreement, and (b) all terms and conditions of the Credit Agreement which
pertain
to the New Term Loan shall remain in full force and effect, except as expressly
modified hereby. Notwithstanding the foregoing, the definition of "New Term
Loan
Maturity Date" set forth in the Credit Agreement shall be deemed modified as of
the date of this letter is acknowledged by Borrower to reflect the new maturity
date set forth above.
As conditions of the New Term Loan Maturity Date extension provided herein,
Borrower shall:
(a) immediately upon signing this letter, pay to Bank a fee for said extension
equal to one-quarter percent (1/4%) of the outstanding principal balance of the
New Term Loan, with a pro-rate portion of said fee to be refundable by Bank
solely if the New Term Loan is repaid in full by Borrower prior to the New Term
Loan Maturity Date; and
(b) immediately upon demand, reimburse Bank for all costs and expenses of Bank
incurred in connection with all title insurance endorsements required by Bank to
insure the continued priority of Bank's liens on Borrower's real property
securing the New Term Loan.
Borrower acknowledges that Bank has not committed to make any renewal or further
extension of the New Term Loan Maturity Date beyond the new maturity date
specified herein, and that any such renewal or further extension remains in the
sole discretion of Bank. This letter constitutes the entire agreement between
Bank and Borrower with respect to the extension of the New Term Loan Maturity
Date, and supersedes all prior negotiations, discussions and correspondence
concerning said extension.
Please acknowledge your acceptance of the terms and conditions contained herein
by dating and signing one copy below and returning it to my attention at the
above address on or before November 30, 1994.
Very truly yours,
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By: s/Brian C. Santos
Brian C. Santos
Vice President
Acknowledged and accepted as of ___________________, 1994:
GOTTSCHALKS INC.
By: s/Stephen J. Furst
Stephen J. Furst
Title: President, COO
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Second
Amendment") is entered into as of October 12, 1994 by and between BARCLAYS
BUSINESS CREDIT, INC., a Connecticut corporation ("Lender"), and GOTTSCHALKS
INC., a Delaware corporation ("Borrower"), with reference to the following
facts:
RECITALS
A. Lender and Borrower are parties to that certain Loan and Security
Agreement, dated as of March 30, 1994, as amended by that certain First
Amendment to Loan and Security Agreement, dated as of May 12, 1994, pursuant
to which Lender agreed to provide certain financial accommodations to Borrower
on the terms and conditions set forth therein (said Loan and Security
Agreement, as from time to time in effect, together with all exhibits and
schedules thereto, is hereinafter referred to as the "Loan Agreement").
B. Lender and Borrower desire to amend certain aspects of their
financing arrangements under the Loan Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the
agreements contained herein, Lender and Borrower hereby agree as follows:
1. Use of Terms Defined in the Loan Agreement. All capitalized terms
that are defined in the Loan Agreement and that are used without definition
herein shall have the respective meanings given to them in the Loan Agreement.
2. Amendment to the Loan Agreement.
2.1 The definition of "Times Interest Earned Ratio" set forth in
Section 1.1 of the Loan Agreement is hereby deleted in its entirety and the
following definition is substituted therefor:
Times Interest Earned Ratio - at any date, means the ratio
of (i) Borrower's earnings before interest and taxes for the preceding twelve
(12) Fiscal periods, as determined in accordance with GAAP (provided, that
with respect to the "extraordinary item expense" shown on Borrower's financial
statement for July 1994, the $3,500,000 portion attributable to Borrower's
settlement of its shareholder litigation shall be excluded from such
calculation), to (ii) actual interest expense paid by Borrower during such
period with respect to all Indebtedness.
2.2 Section 8.3(D) of the Loan Agreement is hereby deleted in
its entirety and the following is substituted therefor:
(D) Minimum Earnings.
(i) Achieve not less than the following
cumulative Consolidated Adjusted Net Earnings from
Operations for the corresponding periods set forth
below as of the end of each such period:
Fiscal Periods Amount
February 1994 through <$3,000,000>
April 1994
May 1994 through <$1,500,000>
July 1994
August 1994 through <$2,000,000>
October 1994
November 1994 through $3,000,000
January 1995
(ii) Maintain at all times not less than the
following Consolidated Adjusted Net Earnings from
Operations for the corresponding periods set forth
below:
Fiscal Periods Amount
March 1994 <$850,000>
April 1994 <$850,000>
May 1994 <$750,000>
June 1994 <$750,000>
July 1994 <$750,000>
February 1995 <$1,500,000>
Any Fiscal <$1,500,000
Period thereafter
(iii)Maintain at all times from and after August
1994, on a fiscal quarter-to-date basis, Consolidated
Adjusted Net Earnings from Operations of not less than
<$2,000,000>.
(iv) Maintain at all times after January 28,
1995, for the prior twelve (12) Fiscal Periods,
Consolidated Adjusted Net Earnings from Operations of
not less than $2,600,000.
3. Continuing Representations of Borrower. Borrower hereby
represents and warrants to Lender that as of the date hereof all
representations and warranties contained in the Loan Agreement are true,
complete and correct, and no Default or Event of Default has occurred and is
continuing.
4. Incorporation into the Loan Agreement. The terms and conditions
of this Second Amendment shall be incorporated by reference in the Loan
Agreement as though set forth in full therein. In the event of any
inconsistency between the provisions of this Second Amendment and any other
provision of the Loan Agreement, the terms and provisions of this Second
Amendment shall govern and control. Except to the extent specifically amended
or superseded by the terms of this Second Amendment, all of the provisions of
the Loan Agreement shall remain in full force and effect to the extent in
effect on the date hereof. Except to the extent, if any, specifically dealt
with herein, this Second Amendment does not constitute an amendment or waiver
by Lender of any provision of the Loan Agreement, or of any Default, Event of
Default, or other default by Borrower thereunder. The Loan Agreement, as
modified by this Second Amendment, together with the other Loan Documents,
constitutes the complete agreement among the parties and supersedes any prior
written or oral agreements, writings, communications, or understandings of the
parties with respect to the subject matter thereof.
5. Section Headings. The headings of the Sections hereof are for
convenience only, are without substantive meaning, and shall not be used in
interpreting any provision of this Second Amendment or the Loan Agreement.
6. Counterparts. This Second Amendment may be executed in
counterparts, each of which shall be deemed to be an original but all of which
shall be one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Loan and Security Agreement as of the day and year first written
above.
("Lender")
BARCLAYS BUSINESS CREDIT, INC.
By s/Melvin L. Robbins
Melvin L. Robbins
Senior Vice President
("Borrower")
GOTTSCHALKS INC.
By s/Alan A. Weinstein
Alan A. Weinstein
Senior Vice President and
Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EXHIBIT 27
ARTICLE 5 OF REGULATION S-X
[DESCRIPTION] ART. 5 FDS FOR 3RDD QUARTER 10-Q
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-28-1995
<PERIOD-END> OCT-29-1994
<CASH> 1,895
<SECURITIES> 0
<RECEIVABLES> 13,765
<ALLOWANCES> 1,043
<INVENTORY> 105,387
<CURRENT-ASSETS> 134,758
<PP&E> 129,761
<DEPRECIATION> 36,866
<TOTAL-ASSETS> 240,734
<CURRENT-LIABILITIES> 107,460
<BONDS> 30,536
<COMMON> 104
0
0
<OTHER-SE> 75,227
<TOTAL-LIABILITY-AND-EQUITY> 240,734
<SALES> 229,571
<TOTAL-REVENUES> 236,550
<CGS> 155,770
<TOTAL-COSTS> 80,179
<OTHER-EXPENSES> 3,833
<LOSS-PROVISION> 1,304
<INTEREST-EXPENSE> 7,212
<INCOME-PRETAX> (10,444)
<INCOME-TAX> (3,550)
<INCOME-CONTINUING> (6,894)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,894)
<EPS-PRIMARY> (.66)
<EPS-DILUTED> (.66)
</TABLE>
