Gottschalks Inc. 7 River Park Place East Fresno, California 93729 Attention: James R. Famalette, Chairman and Chief Executive Officer Re: First Amendment to Asset Purchase Agreement Dear Sir:Gottschalks Inc • June 16th, 2009 • Retail-department stores • Delaware
Reference is made to that certain Asset Purchase Agreement, dated as of May 20, 2009 (the "APA"), by and between Gottschalks Inc., a Delaware corporation (the "Company") and Forever 21 Retail, Inc., a California corporation (the "Buyer"). Section 12.8 of the APA provides in part that the APA may be amended or modified only by a written instrument executed by the parties thereto. In connection with the foregoing, each of the Company and the Buyer has determined that it is desirable to amend the APA as set forth in this letter agreement (this "Amendment"). Therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:
