0000790414-02-000013 Sample Contracts

Second AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 3rd, 2002 • Gottschalks Inc • Retail-department stores • New York

SECOND AMENDMENT, dated as of March 22, 2002 (this "Amendment"), to the Credit Agreement referred to below, is entered into by and among GOTTSCHALKS INC., a Delaware corporation ("Borrower"); GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GE Capital"), for itself, as a Lender, and as Agent for Lenders; The CIT GROUP/BUSINESS CREDIT, INC., as a Lender; LASALLE RETAIL FINANCE, a division of LASALLE BUSINESS CREDIT, Inc, as agent for STANDARD FEDERAL BANK NATIONAL ASSOCIATION, as a Lender; and FOOTHILL CAPITAL CORPORATION, as a Lender.

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AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 3rd, 2002 • Gottschalks Inc • Retail-department stores

This Amendment to the Executive Employment Agreement dated December 3, 2001 between Gottschalks Inc., a Delaware corporation (Company herein) and James Famalette (Employee herein) is entered into effective December 1, 2001.

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