WHEREAS, on December 3, 2009, Gottschalks Inc., a Delaware corporation (the "Debtor"), by and through its undersigned counsel, filed the Debtor's Chapter 11 Plan of Liquidation [Docket No. 1291] and related disclosure statement; and

WHEREAS, on January 15, 2010, the Debtor filed the Debtor's Chapter 11 Plan of Liquidation (January 14, 2010 Modification) [Docket No. 1350] (as further amended, the "Plan") and Disclosure Statement for Debtor's Chapter 11 Plan of Liquidation (January 14, 2010 Modification) [Docket No. 1352] (as it may be further modified, the "Disclosure Statement"); and

WHEREAS, on January 20, 2010 the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") entered its Order (A) Approving Disclosure Statement with respect to Debtor's Chapter 11 Plan of Liquidation (B) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject Debtor's Chapter 11 Plan of Liquidation and (C) Scheduling a Hearing on Confirmation of Chapter 11 Plan of Liquidation and Approving Related Notice Procedures [Docket No. 1366], (i) approving the Disclosure Statement, pursuant to section 1125 of the United States Bankruptcy Code, 11 U.S.C. §§ 101-

________________
     ¹ The Debtor in this case, along with the last four digits of the federal tax identification number for the Debtor, is Gottschalks Inc. (9791). The Debtor's mailing address is P.O. Box 28920, Fresno, California 93729.

1532 (the "Bankruptcy Code"), as containing adequate information; (ii) approving the form and manner of notice of the hearing on the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code, (iii) establishing procedures for the solicitation and tabulation of votes to accept or reject the Plan, including approval of (a) the forms of ballots for submitting votes on the Plan, (b) the deadline for submission of ballots, (c) the contents of proposed solicitation packages to be distributed to creditors and other parties in interest in connection with the solicitation of votes on the Plan (the "Solicitation Packages"), (d) the proposed record date for voting on the Plan and (e) certain related relief, and (iv) scheduling a hearing on confirmation of the Plan and approving related notice procedures (the "Solicitation Procedures Order"); and

WHEREAS, Kurtzman Carson Consultants ("KCC"), the Debtor's tabulation and balloting agent (the "Balloting Agent"), transmitted the Solicitation Packages in compliance with the Solicitation Procedures Order, as attested to in the various affidavits of service on file with the Court, including Docket Numbers 1475 and 1446; and

WHEREAS, on January 27, 2010, the Debtor caused the Notice of (A) Deadline for Casting Votes to Accept or Reject Debtor's Chapter 11 Plan of Liquidation, (B) Hearing to Consider Confirmation of Chapter 11 Plan of Liquidation and (C) Related Matters (the "Confirmation Hearing Notice") to be published once in the national edition of The Wall Street Journal and in The Fresno Bee in compliance with the Solicitation Procedures Order, as attested to in the Affidavits of Publication on file with the Bankruptcy Court at Docket Numbers 1399 and 1400, respectively; and

WHEREAS, on March 9, 2010, KCC filed the Certification of Michael J. Paque With Respect To the Tabulation of Votes on the Debtor's Chapter 11 Plan of Liquidation [Docket No. 1479] (the "Vote Certification"), attesting to the tabulation of all ballots received by

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the Balloting Agent no later than 5:00 p.m. Pacific Standard Time on February 24, 2010 (the "Voting Deadline") from holders of Claims Classes 3 (Other Secured Claims) and 4 (General Unsecured Claims) and attesting to the results of the tabulation as follows:

a. Class 3 (Other Secured Claims). Class 3 (Other Secured Claims) voted in favor of the Plan. In claim amount, a total of $1,372,676.21 in claims (99.88%) in Class 3 approved the Plan. For numerosity, the Plan was approved by 9 of 10 (90%) of Class 3 voting creditors. No ballots were invalid.

b. Class 4 (General Unsecured Claims). Class 4 (General Unsecured Claims) voted in favor of the Plan. In claim amount, a total of $67,559,717.25 in claims (99.59%) in Class 4 approved the Plan. For numerosity, the Plan was approved by 414 of 424 (97.64%) of Class 4 voting creditors. Of the 50 Class 4 votes that were not valid (and therefore were not counted), 27 votes were deemed to be "abstaining" because they did not indicate an acceptance or a rejection of the Plan. 23 votes were not valid because they were received after the Voting Deadline. Each of these late-filed votes was cast in favor of the Plan.

WHEREAS, on November 12, 2009, the Debtor commenced an adversary proceeding against River Park Properties III, Lance-Kashian, Edward Kashian and Jennifer Schuh (collectively, the "River Park Parties"), captioned Debtor's Complaint for (I) Enforcement of the Automatic Stay, (II) Injunctive Relief, (III) Declaratory Relief, (IV) Intentional Interference With Lease, (V) Breach of the Partnership Agreement, (VI) Breach of the Covenant of Good Faith and Fair Dealing, (VII) Breach of Fiduciary Duty, (VIII) Intentional Interference With Prospective Economic Advantage, (IX) Negligent Interference With Prospective Economic Advantage, (X) Attorneys' Fees and (XI) Punitive Damages (Adversary Case No. 09-52319) (the "Adversary Proceeding").

WHEREAS, on November 18, 2009, the Debtor filed a Motion to Enforce the Automatic Stay Against River Park Properties III, Lance-Kashian, Edward Kashian and Jennifer Schuh [Docket No. 1250] (the "Stay Motion" and, with the Adversary Proceeding, the "River Park Litigation").

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WHEREAS, objections to the Plan were filed by River Park Properties III ("River Park") [Docket No. 1449] and General Electric Capital Corporation ("GECC") [Docket No. 1448] (collectively, the "Objections"); and

WHEREAS, on March 11, 2010, the Debtor filed the Declaration of J. Gregory Ambro in Support of Confirmation of Debtor's Chapter 11 Plan of Liquidation Dated as of January 14, 2010 (As Amended) [Docket No. 1493]; and

WHEREAS, on March 11, 2010, the Debtor filed the Reply Brief and Memorandum of Points and Authorities in Support of Confirmation of Debtor's Chapter 11 Plan of Liquidation Dated as of January 14, 2010 (as Amended) [Docket No. 1492] (the "Debtor's Reply") and

WHEREAS, a hearing to consider confirmation of the Plan was held on March 16, 2010 before The Honorable Kevin J. Carey, United States Bankruptcy Judge for the District of Delaware (the "Confirmation Hearing"); and

WHEREAS, the Court received evidence in support of confirmation of the Plan, as reflected in the record of the Confirmation Hearing proceedings; and

WHEREAS, on March 15, 2010, GECC withdrew its objection to the Plan [Docket No. 1501]; and

WHEREAS, on July 16, 2010, the Court entered its Order Approving Stipulated Settlement Agreement, resolving all disputes between GECC, for itself in its capacity as DIP Lender and Prepetition Lender, as DIP Agent for the DIP Lenders and as Prepetition Agent for the Prepetition Lenders (as such terms are used in the Loan Documents, as hereinafter defined), the Debtor and the Committee [Docket No. 1768] (the "GECC Stipulated Settlement Order").

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WHEREAS, on January 25, 2011, the Court entered its Order Approving Settlement Agreement and Release Between the Debtor, Park 41, River Park Properties III, Lance-Kashian & Company, Edward Kashian, Jennifer Schuh, and the Official Committee of Unsecured Creditors [Adversary Proceeding Docket No. 85; see also Docket No. 2220], pursuant to which the Debtor and the River Park Parties resolved outstanding disputes, including the River Park Litigation and the River Park objection to the Plan; and

WHEREAS, on January 28, 2011, the Court closed the Adversary Proceeding; and

WHEREAS, on February 1, 2011, the Debtor filed its Modified Chapter 11 Plan, captioned Debtor's Chapter 11 Plan of Liquidation (February 1, 2011 Modification) [Docket No. 2225] (the "February 1, 2011 Plan"); and

WHEREAS, on February 1, 2011, the Debtor filed its Notice of Non-Material Modifications to the Debtor's Chapter 11 Plan of Liquidation [Docket No. 2226] (the "Plan Modification Notice"); and

WHEREAS, on February 10, 2011, River Park withdrew its objection to the Plan [Docket No. 2245];

NOW, THEREFORE, the Court having considered the Plan, the Affidavits and Certifications discussed above, objections filed to the Plan, the Debtor's Reply, the testimony (if any) in connection with and record of the Confirmation Hearing and the entire record of this chapter 11 case, and after due deliberation thereon;

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THE COURT HEREBY FINDS AND DETERMINES THAT:

1. Jurisdiction and Core Proceeding (28 U.S.C. § 157(b)(2)). This Court has jurisdiction under 28 U.S. C. §§ 157 and 1334 to consider confirmation of the Plan and all provisions thereof. Confirmation of the Plan is a core proceeding under 28 U.S.C. § 157(b)(2).
2. Venue (28 U.S.C. §§ 1408 and 1409). Venue of the Debtor's chapter 11 case is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. Judicial Notice. The Court takes judicial notice of the docket in this chapter 11 case maintained by the Clerk of the Court, including, without limitation, all pleadings and other documents filed, all orders entered, and all arguments made, proffered or adduced, at hearings held before the Court.
4. Eligibility (11 U.S.C. § 109). The Debtor is an entity eligible for relief under section 109 of the Bankruptcy Code.
5. Transmittal of Solicitation Packages. The Disclosure Statement (together with all exhibits thereto, including the Plan), the Confirmation Hearing Notice and the ballots were transmitted and served in accordance with the Solicitation Procedures Order and all applicable Bankruptcy Rules and such transmittal and service was adequate and sufficient.
6. Modifications to the Plan. The Debtor has modified the Plan (the "Modifications") as set forth in the February 1, 2011 Plan Modification Notice (Exhibit A hereto), and the February 1, 2011 Plan shall constitute the Plan. The Modifications do not adversely affect the treatment of any Claims against or Interests in the Debtor under the Plan. In accordance with Bankruptcy Rule 3019, all Claimholders or Interestholders who voted to accept that Plan are hereby deemed to have accepted the Plan, as amended, consistent with the Modifications. Accordingly, no Claimholder or Interestholder who has voted to accept the Plan

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shall be permitted to change its acceptance to a rejection as a consequence of the Modifications. Disclosure of the Modifications in the Plan Modification Notice constitutes due and sufficient notice thereof. The Modifications comply with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019.

7. Plan Compliance with Bankruptcy Code (11 U.S.C. § 1129(a)(1) and (a)(2)). The Plan complies with all applicable provisions of the Bankruptcy Code and Bankruptcy Rules, including sections 1122 and 1123 of the Bankruptcy Code.
8. Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)). The Plan properly establishes separate classes of Claims and Interests, designated 1 through 5, as follows:

Class	Description
1	Other Priority Claims
2	GECC Prepetition Claims
3	Other Secured Claims
4	General Unsecured Claims
5	Interests and Securities Subordinated Claims

Classification of these Claims or Interests is proper and consistent with section 1122 of the Bankruptcy Code because each Claim or Interest classified in such Classes is substantially similar to the other Claims or Interests therein. The Plan thereby satisfies section 1123(a)(1) of the Bankruptcy Code. The classification of Claims and Interests under the Plan is reasonable and necessary to implement the Plan. Additionally, Article 3 of the Plan designates (but does not classify) Claims of the type described in section 507(a)(1) of the Bankruptcy Code (Administrative Expense Claims) and Claims of the type described in section 507(a)(8) of the Bankruptcy Code (Priority Tax Claims).

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9. Specified Treatment of Unimpaired Claims (11 U.S.C. § 1123(a)(2)). Article 5 of the Plan specifies whether each Class of Claims and Interests is impaired or not impaired under the Plan, thereby satisfying section 1123(a)(2) of the Bankruptcy Code.
10. Specified Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)). Article 4 of the Plan sets forth the treatment of each impaired Class of Claims or Interests, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.
11. No Discrimination (11 U.S.C. § 1123(a)(4)). Article 4 of the Plan provides that the treatment of each Claim or Interest in each particular Class is the same as the treatment of any such Claim or Interest in such Class, unless the particular Claimholder or Interestholder has agreed to a less favorable treatment of such particular Claim or Interest, thereby satisfying section 1124(a)(4) of the Bankruptcy Code.
12. Implementation of the Plan (11 U.S.C. § 1123(a)(5)). Article 6, as well as Articles 3.E. and 8.A. of the Plan, provides adequate and proper means for implementation of the Plan, thereby satisfying section 1123(a)(5) of the Bankruptcy Code.
13. Nonvoting Equity Securities (11 U.S.C. § 1123(a)(6)). The Plan is a liquidating plan, and does not provide for the issuance of equity or other securities to creditors or equity holders. Section 9.J. of the Plan prohibits the issuance of non-voting securities. Thus, the requirements of section 1123(a)(6) of the Bankruptcy Code have been satisfied.
14. Selection of Officers, Directors or Trustee (11 U.S.C. § 1123(a)(7)). Article 6 of the Plan provides for the appointment of J. Gregory Ambro to serve as the Responsible Person on and following the Plan Effective Date. Mr. Ambro's curriculum vitae is included in the Disclosure Statement as "Exhibit D" thereto, and he was selected to serve as Responsible Person due to his credentials, experience in performing corporate plan administration and

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business management, his familiarity with the Debtor's operations and management of the wind-down of the Debtor's estate in his capacity as the Debtor's Executive Vice President and Chief Operating Officer. The terms of Mr. Ambro's employment have been disclosed to creditors and parties in interest through the inclusion of the Ambro Retention Agreement as "Exhibit E" to the Disclosure Statement. The voting classes, Classes 3 and 4, were informed of the selection of Mr. Ambro and voted in favor of the Plan. The process through which Mr. Ambro was selected was appropriate. In accordance with section 1123(a)(7) of the Bankruptcy Code, selection of the Responsible Person is consistent with the interests of creditors, equity security holders and with public policy.

15. Impairment/Unimpairment of Classes (11 U.S.C. § 1123(b)(1)). In accordance with section 1123(b)(1) of the Bankruptcy Code, Article 2 of the Plan impairs or leaves unimpaired, as the case may be, each Class of Claims or Interests under the Plan.
16. Treatment of Executory Contracts and Unexpired Leases (11 U.S.C. § 1123(b)(2)). Article 7.A. of the Plan provides, that, except as otherwise provided in the Plan, each of the executory contracts and unexpired leases to which the Debtor is a party, to the extent such contracts or leases are executory contracts or unexpired leases pursuant to section 365 of the Bankruptcy Code, shall be deemed rejected by the Debtor on the Effective Date, unless such contract or lease (a) was previously assumed by the Debtor by order of the Court, (b) is the subject of a motion to assume by the Debtor pending on or before the Effective Date or (c) is otherwise assumed pursuant to the terms of and subject to all provisions set forth in the Plan.
17. Retention, Enforcement and Settlement of Claims of the Debtor (11 U.S.C. § 1123(b)(3)). Article 7.H. of the Plan provides that, except as otherwise provided in the Plan, or in any contract, instrument, release or agreement entered into in connection with the Plan,

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in accordance with section 1123(b) of the Bankruptcy Code, all claims, causes or Rights of Action that the Debtor or the Estate may have against any person or entity will be preserved; provided, however, that the Debtor or the Responsible Person may assert Preference Actions as a defense or counterclaim against a creditor party and not as affirmative relief to recover prepetition payments made by the Debtor. Subject to the preceding sentence, the Responsible Person and the Post-Effective Date Committee will jointly determine whether to bring, settle, release, compromise or enforce such claims, causes or Rights of Action, and will not be required to seek further approval of the Bankruptcy Court for such actions. The Responsible Person shall not consult with any Post-Effective Date Committee member whose Claim is the subject of a Preference Action, and such Post-Effective Date Committee member shall recuse himself or herself from any discussion with the Responsible Person with respect thereto. The Post-Effective Date Committee may investigate any Right of Action and has standing to seek permission of the Court to prosecute any Right of Action on behalf of the Debtor and the Estate if the Post-Effective Date Committee requests that the Responsible Person take such action and the Responsible Person refuses to confirm his or her intent to pursue such Right of Action within fifteen (15) days following written receipt of the Post-Effective Date Committee's express and detailed request, as provided herein.

18. Debtor's Compliance with Bankruptcy Code (11 U.S.C. § 1129(a)(2)). Based on the record before the Court, the Debtor and its agents have solicited votes on the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code and are entitled to the protections afforded by section 1129(a)(2) of the Bankruptcy Code.
19. Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)). Based on the record before the Court, the Debtor has proposed the Plan in good faith and not by any means forbidden

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by law, and the Debtor and its officers and directors have acted in good faith in the negotiation and formulation of the Plan, thereby satisfying section 1129(a)(3) of the Bankruptcy Code.

20. Payments for Services or Costs and Expenses (11 U.S.C. § 1129(a)(4)). Article 3.E.2. of the Plan provides that Fee Claims submitted by estate professionals will be entitled to payment only if and to the extent they are approved by the Court. Article 3.C. of the Plan provides that all other Administrative Claims will be entitled to payment only to the extent they are allowed claims. Accordingly, section 1129(a)(4) of the Bankruptcy Code is satisfied.
21. Directors, Officers, and Insiders (11 U.S.C. § 1129(a)(5)). As set forth in Paragraph N. of this Order, the Debtor has complied with section 1129(a)(5) of the Bankruptcy Code. Mr. Ambro is qualified to serve as Responsible Person. He is disinterested and lacks any conflicts of interest. The powers granted to Mr. Ambro under the Plan are consistent with applicable state law and the provisions of the Bankruptcy Code concerning liquidation proceedings. The appointment of Mr. Ambro is consistent with the interests of Creditors and Interestholders and with public policy.
22. No Rate Changes (11 U.S.C. § 1129(a)(6)). The transactions contemplated by the Plan do not involve any rates established or approved by, or otherwise subject to, any governmental regulatory commission. Thus, section 1129(a)(6) of the Code is inapplicable.
23. Best Interests of Creditors Test (11 U.S.C. § 1129(a)(7)). The Plan satisfies section 1129(a)(7) of the Bankruptcy Code. Specifically, with respect to each Impaired Class, each Claim holder or Interest holder either has accepted the Plan or will receive or retain under the Plan on account of such Claim or Interest property of a value, as of the Effective Date, that is not less than the amount that such Claim holder or Interest holder would receive pursuant to a liquidation of the Debtor under chapter 7 of the Bankruptcy Code.

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24. Acceptance of Plan by Each Impaired Class (11 U.S.C. § 1129(a)(8)). Classes 1 (Other Priority Claims) and 2 (GECC Prepetition Claims) are not impaired by the Plan and are conclusively presumed to have voted to accept the Plan. Class 5 (Interest and Securities Subordinated Claims) will not retain any value or receive any distribution under the Plan and is therefore deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and not entitled to vote. Class 3 (Other Secured Claims) and Class 4 (General Unsecured Claims) are impaired by the Plan and are entitled to vote on the Plan. As attested in the Vote Certification, Classes 3 and 4 have voted to accept the Plan.
25. Treatment of Administrative and Tax Claims (11 U.S.C. § 1129(a)(9)). Articles 3.A.-C., 3.F. and 4.A. of the Plan satisfy the requirements of section 1129(a)(9)(A), (B) and (C) of the Bankruptcy Code.
26. Impaired Class Approval (11 U.S.C. § 1129(a)(10)). As attested in the Vote Certification, more than a majority in number and two-thirds in dollar amount of non-insider voting creditors in Class 3(Other Secured Claims) and Class 4 (General Unsecured Claims) who were entitled to accept or reject the Plan have voted to accept the Plan. Therefore, section 1129(a)(10) of the Bankruptcy Code is satisfied.
27. Feasibility (11 U.S.C. § 1129(a)(11)). The Debtor has sufficient Assets, and the Plan provides adequate means with which, to satisfy any required distributions on account of Administrative Claims, Priority Claims, Class 1 (Other Priority Claims), Class 2 (GECC Prepetition Claims), Class 3 (Other Secured Claims) and Class 4 (General Unsecured Claims). The Plan properly provides for the means for the Responsible Person to complete the liquidation of the Estate and to make the distributions to creditors according to the relative priorities of the parties. Also, as the Plan provides for the liquidation of the Debtor, confirmation of the Plan is

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not likely to be followed by the need for further financial reorganization of the Debtor. Thus, section 1129(a)(11) of the Bankruptcy Code has been satisfied.

54. Payment of Fees (11 U.S.C. § 1129(a)(12)). Article 11.B. of the Plan provides that, on or before the Effective Date, all fees due and payable pursuant to 28 U.S.C. § 1930 shall be paid in full in cash, thereby satisfying section 1129(a)(12) of the Bankruptcy Code.

81. Continuation of Retiree Benefits (11 U.S.C. § 1129(a)(13)). The Debtor is not obligated, now or in the future, to pay "retiree benefits" as such term is defined in section 1114 of the Bankruptcy Code. Accordingly, section 1129(a)(13) is inapplicable.

108. Identification of Plan Proponents (Fed. R. Bankr. P. 3016(a)). As required by Bankruptcy Rule 3016(a), the Plan is dated and identifies the Debtor as the Plan proponents.

135. Fair and Equitable; No Unfair Discrimination (11 U.S.C. § 1129(b)). The Plan does not "discriminate unfairly" and is fair and equitable with respect to each Impaired Class of Claims or Interests that has not voted to accept the Plan. Classes 1 (Other Priority Claims) and 2 (GECC Prepetition Claims) are not impaired by the Plan and are conclusively presumed to have voted to accept the Plan. As attested in the Vote Certification, Classes 3 and 4 have voted to accept the Plan. Class 5 is not receiving any distribution under the Plan and is deemed to have rejected the Plan. The Plan does not unfairly discriminate against holders of claims and interests in Class 5. A reasonable basis exists for separately classifying the Claimholders and Interestholders of Class 5 from other holders of Claims and Interests. Class 3 consists of Other Secured Claims. Class 5 consists only of equity Interests in the Debtor and Claims subordinated to the level of equity Interests. The Plan is fair and equitable with respect to Class 5. No holder of a Claim or Interest that is junior to the Claims or Interests in Class 5

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will receive any property on account of its Claim or Interest under the Plan. The Plan satisfies the absolute priority rule of section 1129(b)(2) of the Code and is fair and equitable with respect to Class 5.

162. Principal Purpose of the Plan (11 U.S.C. § 1129(d)). The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933.

189. Only One Plan (11 U.S.C. § 1129(c)). Other than the Plan (including previous versions thereof), no plan has been filed in this chapter 11 case, thereby satisfying the requirements of section 1129(c) of the Bankruptcy Code.

216. Comprehensive Settlement of Claims and Controversies. In accordance with section 1123(b)(3) of the Bankruptcy Code, and in consideration for the distributions and other benefits provided under the Plan, the provisions of the Plan, constitute a good faith compromise and settlement of all claims or controversies relating to the rights that a Claimholder or Interestholder may have with respect to any Allowed Claim or Allowed Interest or any distribution to be made pursuant to the Plan on account of any Allowed Claim or Allowed Interest. The settlement or compromise of such claims or controversies, as provided in the Plan, is in the best interests of the Debtor, its estate, and Claimholders and Interestholders and is fair, equitable and reasonable.

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NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. Confirmation. The Plan is hereby confirmed pursuant to section 1129 of the Bankruptcy Code. A copy of the Plan is attached hereto as Exhibit B.
2. Capitalized Terms. Capitalized terms not otherwise defined herein have the meanings given to them in the Plan; provided, however, that if there is any direct conflict between the terms of the Plan and the terms of this Order, the terms of this Order shall control.
3. Objections. All of the objections to confirmation of the Plan and all reservation of rights included therein that have not been resolved, withdrawn or rendered moot are overruled.
4. Binding Effect. Except as otherwise provided in section 1141(d) of the Bankruptcy Code, immediately upon the entry of this Order, the provisions of the Plan shall bind any Claimholder or Interestholder and their respective successors and assigns, whether or not the Claimholder or Interestholder is impaired under the Plan and whether or not such holder has accepted the Plan.
5. Plan Classification Controlling. The classifications of Claims and Interests for purposes of the distributions to be made under the Plan shall be governed solely by the terms of the Plan. The classifications set forth on the ballots tendered to the Debtor's creditors in connection with voting on the Plan (a) were set forth on the ballots solely for purposes of voting to accept or reject the Plan, (b) do not necessarily represent and in no event shall be deemed to modify or otherwise affect, the actual classifications of such Claims under the Plan or for distribution purposes and (c) shall not be binding on the Debtor, its estate or the Responsible Person.

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6. Rejection of Executory Contracts and Unexpired Leases. Except as otherwise provided in the Plan, each of the executory contracts and unexpired leases to which the Debtor is a party, to the extent such contracts or leases are executory contracts or unexpired leases pursuant to section 365 of the Bankruptcy Code, is hereby rejected by the Debtor, unless such contract or lease (a) was previously assumed by the Debtor by order of the Court, (b) is subject of a motion to assume pending on or before the Effective Date or (c) is otherwise assumed pursuant to the terms of and subject to all provisions set forth in the Plan; provided, however, that nothing contained herein or in Article 7 of the Plan shall constitute an admission by the Debtor that such contract or lease is an executory contract or unexpired lease or that the Debtor or its successors and assigns has any liability thereunder.
7. Injunction. Except as otherwise expressly provided in the Plan, and except in connection with the enforcement of the terms of the Plan or any documents provided for or contemplated in the Plan, all entities who have held, hold or may hold Claims against or Interests in the Debtor or the Estate that arose prior to the Effective Date are permanently enjoined from: (a) commencing or continuing in any manner, directly or indirectly, any action or other proceeding of any kind against the Debtor, the Responsible Person or the Estate, or any property of the Debtor, the Responsible Person or the Estate, with respect to any such Claim or Interest; (b) the enforcement, attachment, collection or recovery by any manner or means, directly or indirectly, of any judgment, award, decree, or order against the Debtor, the Responsible Person or the Estate, or any property of the Debtor, the Responsible Person or the Estate, with respect to any such Claim or Interest; (c) creating, perfecting or enforcing, directly or indirectly, any Lien or encumbrance or any kind against the Debtor, the Responsible Person or the Estate, or any property of the Debtor, the Responsible Person or the Estate, with respect to

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any such Claim or Interest; (d) asserting, directly or indirectly, any setoff of any kind against any obligation due the Debtor, the Responsible Person, or the Estate, or any property of the Debtor, the Responsible Person or the Estate, with respect to any such Claim or Interest, unless approved by the Bankruptcy Court; and (e) any act, in any manner, in any place whatsoever, that does not conform to or comply with the provisions of the Plan with respect to such Claim or Interest. Without limiting the foregoing, the automatic stay provided under Bankruptcy Code Section 362(a) shall remain in effect. Nothing contained in Article 9.A. of the Plan shall prohibit the holder of a timely-filed proof of Claim or Interest from litigating its right to seek to have such Claim or Interest declared an Allowed Claim or Interest and paid in accordance with the distribution provisions of the Plan, or enjoin or prohibit the interpretation or enforcement by the holder of such Claim or Interest of any of the obligations of the Debtor or the Responsible Person under the Plan. The Confirmation Order shall also constitute an injunction enjoining any Person from enforcing or attempting to enforce any Right of Action against any present or former shareholder, director, officer, employee, attorney or agent of the Debtor based on, arising from or related to any failure to pay, or make provision for payment of, any amount payable with respect to any Priority Tax Claim on which the payments due under Article 3.F. of the Plan have been made or are not yet due under Article 3.F. of the Plan.

8. Exculpation and Limitation of Liability. The Debtor, the Creditors' Committee in its capacity as such, the Post-Effective Date Committee in its capacity as such, and any such parties' respective present or former members, officers, directors, employees, advisors, attorneys, representatives, financial advisors, investment bankers or agents and any of such parties' successors and assigns, shall not have or incur, and are hereby released from, any claim, obligation, Rights of Action, or liability to one another or to any Claimholder or

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Interestholder, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to or arising out of the Debtor's Chapter 11 Case, negotiation and filing of the Plan, filing the Chapter 11 Case, the pursuit of confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for their willful misconduct or gross negligence and except with respect to obligations arising under confidentiality agreements, joint interest agreements and protective orders entered during the Chapter 11 Case, and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

9. Release of Officers and Directors. On the Effective Date, the Debtor, in its individual capacity and as debtor-in-possession for and on behalf of its Estate, shall release and discharge and be deemed to have forever released and discharged any and all claims or Rights of Action against the officers and directors of the Debtor, known or unknown, and such officers and directors shall release and discharge and be deemed to have forever released and discharged any and all claims or causes of action against the Debtor, known or unknown, other than claims arising from the self-dealing, gross negligence or willful misconduct of such officers and directors, provided that such releases shall not affect or include the Debtor's indemnification obligations or other contractual obligations to such officers and directors.
10. Release of Liens. Except as otherwise provided in the Plan, this Order or in any document, instrument or other agreement created in connection with the Plan, on the Effective Date, all mortgages, deeds of trust, liens or other security interests against the property of the Estate shall be released.

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11. Appointment of Responsible Person. From and after the Effective Date, J. Gregory Ambro is appointed to serve as the Responsible Person in accordance with the terms of the Plan and the terms of that certain Retention Agreement, a copy of which was attached to the Notice of Filing of Executed Ambro Retention Agreement [Docket No. 1461] (the "Ambro Retention Agreement"), all of which are hereby approved. Mr. Ambro shall serve as Responsible Person until his resignation or discharge in accordance with the Plan and the Ambro Retention Agreement. Upon the Effective Date, the Responsible Person shall be deemed elected and appointed by all requisite action under law as the sole board-appointed officer and shareholder-appointed director for the Debtor for all purposes and in all respects, with all necessary and appropriate power to act for, on behalf of and in the name of the Debtor, with the same power and effect as if each of his actions in furtherance of his duties as responsible person and as a board-appointed officer and shareholder-appointed director for the Debtor were explicitly authorized by the appropriate board of directors or shareholders, including without limitation the power to open, close and manage bank accounts, enter into business transactions within or without the ordinary course of business and authorize and benefit from any insurance policies and rights of indemnification, commence and pursue dissolution or winding up proceedings for the Debtor, to the extent necessary or appropriate, and to take any and all actions and execute all documents and instruments as may be necessary or appropriate in connection with such dissolution, winding up, bankruptcy or insolvency proceedings, subject only to the responsibilities and requirements imposed upon the Debtor by the Plan, the Bankruptcy Code and other applicable law, with such appointment deemed effective as of the Effective Date. The Responsible Person may be removed for Cause by order of the Bankruptcy Court following notice and a hearing, or by the Post-Effective Date Committee with or without

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Cause; provided, however, that if the Responsible Person is removed without Cause by the Post-Effective Date Committee, the Responsible Person shall receive, on the date that such removal becomes effective, payment in full in cash of the total compensation that would be payable to the Responsible Person pursuant to the Ambro Retention Agreement for the full term of the Ambro Retention Agreement if the Responsible Person had served for the entire term of the Ambro Retention Agreement (other than any extensions thereof), less compensation that the Responsible Person has received prior to the effective date of such removal. As used in this paragraph, "Cause" shall be a judicial determination that the Responsible Person has engaged in willful misconduct, gross negligence or fraud or has otherwise materially and substantially failed to discharge the Responsible Person's duties pursuant to the Plan, and such material and substantial failure has continued for sixty (60) days following the Responsible Person's receipt of written notice (such notice to be concurrently served on the Debtor) specifically asserting such failures. The Post-Effective Date Committee shall have standing to file an assertion of Cause and/or to seek the entry of a Bankruptcy Court order removing the Responsible Person, or remove the Responsible Person without Cause pursuant to the provisions of and subject to the payment obligation to the Responsible Person set forth in Article 6.E of the Plan. If the Responsible Person is removed pursuant to Article 6.E of the Plan, the Post-Effective Date Committee shall appoint an interim successor Responsible Person pending Bankruptcy Court approval of a successor Responsible Person and shall file a motion with the Bankruptcy Court, within thirty days following the Responsible Person's removal, requesting appointment of a successor Responsible Person, to serve as Responsible Person only upon Bankruptcy Court approval following notice and a hearing. If the Post-Effective Date Committee fails to appoint an interim successor Responsible Person and/or successor Responsible Person, then the

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Bankruptcy Court shall make such appointment. With respect to all conduct taken while acting in such capacity, the Responsible Person shall benefit from each and every insurance policy obtained by or for the benefit of the officers or employees of the Debtor. Such authorization and benefits shall also extend to any, each and every successor, without reservation or limitation.

12. Effectuating Documents and Actions. Without further Court approval, the Responsible Person is authorized to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Plan. The Responsible Person is authorized to establish (i) the Gottschalks Senior Claims Reserve with sufficient funds to pay all Allowed and Disputed Senior Claims to the extent such Claims are not previously paid by the Debtor and (ii) the Gottschalks Administrative Fund with sufficient funds to pay the projected costs and expenses of liquidating and administering the Estate as set forth in the Gottschalks Administrative Budget, to adjust the Gottschalks Administrative Budget, Gottschalks Administrative Fund and Gottschalks Senior Claims Reserve, as appropriate, pursuant to the Plan.
13. Continued Corporate Existence. The Board of Directors shall be reconstituted on the Effective Date and shall consist solely of the Responsible Person. From and after the Effective Date, the Debtor shall continue to exist for the purpose of liquidating and winding up the Estate. As soon as practicable after the Effective Date and pursuant to the Plan, after the liquidation and winding up of the Estate and the completion of distributions under the Plan, the Responsible Person shall file a certificate of dissolution in the applicable state of incorporation and the Debtor shall dissolve and cease to exist.

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14. Rights, Powers and Duties of the Debtor. The Debtor shall retain and have all the rights, powers and duties necessary to carry out its responsibilities under the Plan, which shall be carried out by the Responsible Person (subject to the oversight of the Post-Effective Date Committee as set forth in the Plan) on behalf of the Debtor.
15. Preservation of Rights of Action; Settlement of Causes of Action. Except as otherwise provided in the Plan, this Order or in any contract, instrument, release, agreement or other document entered into in connection with the Plan, in accordance with section 1123(b) of the Bankruptcy Code, all Claims, Causes or Rights of Action of the Debtor, the Estate or the Responsible Person shall be preserved.
16. Dissolution of Creditors' Committee. Subject to the terms of Article 11.I. of the Plan, on the Effective Date, the Creditors' Committee shall dissolve automatically (being reconstituted as set forth below) whereupon its members, professionals and agents shall be released from any further duties and responsibilities in the Chapter 11 Case and under the Bankruptcy Code, except with respect to obligations arising under confidentiality agreements, joint interest agreements, and protective orders entered during the Chapter 11 Case which shall remain in full force and effect according to their terms; applications for Professional Claims; requests for compensation and reimbursement of expenses pursuant to section 503(b) of the Bankruptcy Code for making a substantial contribution in the Chapter 11 Case; and any motions or other actions seeking enforcement or implementation of the provisions of the Plan or this Confirmation Order.
17. Creation of the Creditor Designees. As of the Effective Date, the Creditors' Committee shall be reconstituted as the Post-Effective Date Committee and shall be comprised of one or more members of the Creditors' Committee which members shall be

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designated by the Creditors' Committee. The Creditors' Committee members who are not members of the Post-Effective Date Committee shall be released and discharged of and from all further authority, duties, responsibilities and obligations related to and arising from their service as Creditors' Committee members. In the event of death or resignation of any member of the Post-Effective Date Committee, the remaining members of the Post-Effective Date Committee shall have the right to designate a successor from among the holders of Allowed Class 4 Claims. If a Post-Effective Date Committee member assigns its Claim in full or releases the Debtor from payment of the balance of its Claim, such act shall constitute a resignation from the Post-Effective Date Committee. Until a vacancy on the Post-Effective Date Committee is filled, the Post-Effective Date Committee shall function in its reduced number. Following all payments being made to the holders of Allowed Unsecured Claims under the Plan, the Post-Effective Date Committee shall be dissolved and the members thereof shall be released and discharged of and from all further authority, duties, responsibilities and obligations related to and arising from their service as Post-Effective Date Committee members, and the retention or employment of the Committee's attorneys and Professionals shall terminate. The members of the Post- Effective Date Committee shall undertake their duties as specified in the Plan. With respect to all conduct while acting in such capacity, members of the Post-Effective Date Committee shall not assume or be deemed to have assumed any liability to creditors, the Debtor, or any other parties in interest in the Chapter 11 Case and shall not be liable for any acts or omissions while acting in that capacity, except for bad faith and acts or omissions constituting malfeasance or gross negligence. The Post-Effective Date Committee shall have the right to retain counsel or other Professionals, which shall be paid reasonable fees and expenses by the Debtor. The Post-Effective Date Committee shall benefit from each and every insurance policy obtained by or for

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the benefit of the officers or employees of the Debtor. Such authorization and benefits shall also extend to any, each and every successor, without reservation or limitation.

18. Supplemental Indemnification; Limitation of Liability. The Responsible Person, the Post- Effective Date Committee and all of their respective designees, employees or professionals or any duly designated agent or representative of the Responsible Person, the Post-Effective Date Committee, or their respective employees, shall not be liable for the act or omission of any other member, designee, agent or representative of the Responsible Person or the Post-Effective Date Committee, nor shall they be liable for any act or omission taken or omitted to be taken in their respective capacities, including as a board appointed officer of the Debtor, other than acts or omissions resulting from willful misconduct, gross negligence or fraud. The Responsible Person and the Post-Effective Date Committee may, in connection with the performance of their functions, and in their sole and absolute discretion, consult with attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in accordance with advice or opinions rendered by such persons. Notwithstanding such authority, the Responsible Person and the Post-Effective Date Committee shall not be under any obligation to consult with attorneys, accountants, financial advisors or agents, and their determination not to do so shall not result in the imposition of liability, unless such determination is based on willful misconduct, gross negligence or fraud. The Debtor and the Estate shall indemnify and hold harmless the Responsible Person and the Post-Effective Date Committee and their designees and professionals, and all duly designated agents and representatives thereof (in their capacity as such), from and against and in respect of all liabilities, losses, damages, claims, costs and expenses, including, but not limited to attorneys' fees and costs arising out of or due to such

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actions or omissions, or consequences of their actions or omissions with respect or related to the performance of their duties or the implementation or administration of the Plan; provided, however, that no such indemnification will be made to such persons for such actions or omissions as a result of willful misconduct, gross negligence or fraud.

19. Cancellation of Securities, Instruments and Agreements. On the Effective Date, (a) the Existing Stock, Interests and any other note, bond, indenture or other instrument or document evidencing or creating any indebtedness or obligation of or ownership interest in the Debtor will be cancelled and (b) the obligations of, Claims against, and/or Interests in the Debtor under, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, certificates or articles of incorporation or similar documents governing the Existing Stock, Interests and any other note, bond, indenture or other instrument or document evidencing or creating any indebtedness or obligation of the Debtor will be released and discharged, and the holders thereof shall have no rights against the Debtor, the Responsible Person or the Estate, and such instruments shall evidence no such rights, except the right to receive distributions provided for in the Plan.
20. Corporate Action. The adoption of new or amended and restated certificates of incorporation and by-laws or similar corporate documents for the Debtor; the initial selection of the Responsible Person for the Debtor; the distribution of Cash pursuant to the Plan; the adoption, execution, delivery and implementation of all contracts, leases, instruments, releases and other agreements or documents related to any of the foregoing; and the other matters involving the corporate structure of the Debtor or corporate action to be taken by or required of the Debtor will occur and be effective as of the date specified in the documents effectuating the applicable transactions or on or after the Effective Date, if no such other date is

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specified in such other documents, and will be authorized and approved in all respects and for all purposes without any requirement of further action by stockholders or director of the Debtor.

21. Dissolution of Debtor. Upon the filing by or on behalf of the Debtor of a certificate of dissolution with the appropriate state authority, the Debtor shall be deemed dissolved for all purposes without the necessity for any further actions to be taken by or on behalf of such entity or payment to be made in connection therewith. From and after the Effective Date, the Debtor shall not be required to file any document or take any action to withdraw its business operation from any states in which the Debtor was previously conducting business.
22. Revesting of Property. On the Effective Date, pursuant to section 1141(b) and (c) of the Bankruptcy Code, the Assets of the Debtor shall automatically vest in the Debtor, free and clear of all claims, liens, charges, interests or other encumbrances, except as specifically provided otherwise in the Plan.
23. Conveyance Free and Clear. All Assets of the Debtor sold at any time during the Chapter 11 Case pursuant to section 363 of the Bankruptcy Code was or is sold free and clear of all liens, claims, encumbrances and interests except as may otherwise be specifically provided in a Final Order of the Court approving such sale.
24. Exemption from Certain Transfer Taxes. To the extent provided under section 1146(c) of the Bankruptcy Code and applicable law, (a) any transfers from the Debtor to the reorganized Debtor pursuant to the Plan, (b) the issuance, transfer or exchange of any security or the making or delivery of any instrument of transfer pursuant to the Plan, or (c) any sale of any Asset occurring upon or after the Effective Date by the Debtor shall all be deemed to be in furtherance of the Plan and shall not be subject to any stamp tax or similar tax. All

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appropriate state or local governmental officials shall forego the collection of any such stamp or similar tax and shall accept for filing and recordation any applicable instruments or documents without the payment of any such stamp tax or similar tax.

25. Stay. Unless otherwise provided in the Plan, all injunctions or stays provided for in the Chapter 11 Case pursuant to sections 105 and 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the later of (a) closing of the Chapter 11 Case or (b) dissolution of the Debtor.
26. Deadline for Filing Fee Claims. Requests for Fee Claims and all claims of all Persons requesting compensation or reimbursement of expenses pursuant to Bankruptcy Code sections 327, 328, 330, 331, 503(b) or 1103 for services rendered on or before the Effective Date (including any substantial contribution claims) must be filed and served on the Responsible Person on behalf of the Debtor, and counsel to the Debtor, no later than forty-five (45) days after the Effective Date (the "Fee Claims Bar Date"). Objections to any such Professional Claims and substantial contribution claims must be Filed and served on the claimant no later than thirty (30) days after the Fee Claims Bar Date.
27. Rejection Damages Bar Date. If a Claim arises from the rejection of any executory contract or unexpired lease (including claims under section 365(d)(3) of the Bankruptcy Code), then such Claim shall be forever barred and shall not be enforceable against the Debtor or the Estate or such entities' properties unless a proof of claim asserting such Claim is filed with the Bankruptcy Court and served on the Debtor within thirty (30) days after the Effective Date or such earlier date previously set by order of the Bankruptcy Court. Unless otherwise ordered by the Bankruptcy Court, all such Claims arising from the rejection of

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executory contracts or unexpired leases shall be treated as General Unsecured Claims under the Plan.

28. Findings of Fact and Conclusions of Law. The determinations, finding, judgments, decrees and orders set forth herein constitute this Court's findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. Each finding of fact set forth herein, to the extent it is or may be so deemed a conclusion of law, shall also constitute a conclusion of law. Each conclusion of law set forth herein, to the extent it is or may be so deemed a finding of fact, shall also constitute a finding of fact.
29. Jurisdiction of the Court. Until the Effective Date, this Court shall retain jurisdiction over the Debtor and its Asset and the Estate. Thereafter, jurisdiction of the Bankruptcy Court shall continue to the greatest extent legally permissible, including without limitation the subject matters set forth in Article 11 of the Plan.
30. Effectiveness of Order. Notwithstanding Bankruptcy Rules 3020(e) and 6004(h) or any other provision of the Bankruptcy Code or Bankruptcy Rules, this Order shall be effective immediately upon its entry, and the period in which an appeal must be filed shall commence immediately upon the entry hereof.
31. Notice of Confirmation Order and Effective Date. The Debtor shall serve notice of the entry of the Confirmation Order to those parties on whom the Confirmation Hearing notice was served. Such service constitutes good and sufficient notice pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c). On the Effective Date, or as soon thereafter as is reasonably practicable, the Debtor shall file with the Bankruptcy Court a "Notice of Effective Date" in a form reasonably acceptable to the Debtor in its sole discretion, which notice shall

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constitute appropriate and adequate notice that the Plan has become effective; provided, however, that the Debtor shall have no obligation to notify any Person other than the Creditors' Committee, the Office of the United States Trustee, the Responsible Person and the Post-Effective Date Committee of such fact. A courtesy copy of the Notice of Effective Date may be sent by first class mail, postage prepaid (or at the Responsible Person's option, by hand delivery, courier, facsimile or electronic mail) to those Persons who have filed with the Court requests for notices pursuant to Bankruptcy Rule 2002.

32. Modification of the Plan. Subject to the restrictions on Plan modifications set forth in section 1127 of the Bankruptcy Code, the Debtor reserves the right to alter, amend or modify the Plan before its substantial consummation.
33. Substantial Consummation. Substantial consummation of the Plan shall be deemed to occur on the Effective Date. Further, the provisions of Federal Rule of Civil Procedure 62(a) and Bankruptcy Rules 3020(e) and 7062 shall not apply to this Order and the Debtor is authorized to consummate the Plan immediately upon entry of this Order.
34. References to Plan Provisions. The failure to specifically include or reference any particular provision of the Plan in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Plan be confirmed in its entirety.
35. Integration of Confirmation Order Provisions. The provisions of this Confirmation Order are integrated with each other and are nonseverable and mutually dependent.
36. Reversal. If any or all of the provisions of this Order are hereafter reversed, modified or vacated by subsequent order of this Court or any other court, such

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reversal, modification or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan prior to the Debtor's receipt of written notice of any such order. Notwithstanding any such reversal, modification or vacatur of this Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Order prior to the effective date of such reversal, modification or vacatur shall be governed in all respects by the provisions of this Order and the Plan or any amendments or modifications thereto.

37. Notwithstanding anything to the contrary herein or in the Plan, nothing in this Order or in the Plan shall impair the rights, claims and defenses of the DIP Agent, DIP Lenders, Prepetition Agent, Prepetition Lenders (with GECC, collectively, the "GECC Parties"), the Debtor and/or the Debtor's estate under the DIP Financing Order, DIP Documents and Prepetition Credit Documents (as those terms are defined in the DIP Financing Order, and collectively therewith, the "Loan Documents"). The Bankruptcy Court retains jurisdiction with respect to the Loan Documents and all matters related thereto, including without limitation the jurisdiction to determine any disputes related to the Loan Documents and any amounts owed thereunder. Nothing in this Order or in the Plan shall have any effect on prior Orders of this Court with respect to the GECC Parties, the Debtor and/or the Debtor's estate with respect to any, some or all matters involving the GECC Parties and the Loan Documents, specifically including without limitation the GECC Stipulated Settlement Order.

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EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

PLEASE TAKE NOTICE that, on December 3, 2009, the above-captioned debtor and debtor in possession (the "Debtor") filed the Debtor's Chapter 11 Plan of Liquidation [Docket No. 1291] (the "Original Plan") with the United States Bankruptcy Court for the District of Delaware (the "Court").

PLEASE TAKE FURTHER NOTICE that the Debtor today filed a revised version of the Original Plan [Docket No. 2225] (the "Plan"). The Plan includes certain non-material modifications to the Original Plan, constituting mere technical changes to the Original Plan. The Debtor contends that the modifications set forth in the Plan do not materially adversely affect or change the treatment of any Claims (as defined in the Original Plan) or interests. Accordingly, pursuant to Rule 3019 of the Federal Rules of Bankruptcy Procedure, these modifications should not require additional disclosure under section 1125 of the Bankruptcy Code or re-solicitation of votes under section 1126 of the Bankruptcy Code, nor should they require that holders of Claims

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     ¹ The Debtor in this case, along with the last four digits of the federal tax identification number for the Debtor, is Gottschalks Inc. (9791). The Debtor's mailing address is P.O. Box 28920, Fresno, California 93729.

or interests be afforded an opportunity to change previously cast acceptances or rejections of the Original Plan.

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A are blacklined pages of the Plan as compared to the Original Plan. Exhibit A highlights the non-material modifications made to the Original Plan.

PLEASE TAKE FURTHER NOTICE that on January 25, 2011, the Court entered the Order Approving Settlement Agreement and Release Between the Debtor, Park 41, River Park Properties III, Lance-Kashian & Company, Edward Kashian, Jennifer Schuh, and the Official Committee of Unsecured Creditors [Adv. Proc. No. 09-52319 (KJC); Docket No. 85] (the "Settlement Order"), pursuant to which the Court approved a settlement agreement (the "Settlement Agreement") resolving the single outstanding objection to confirmation of the Plan. By its terms, the Settlement Agreement becomes effective 15 days after the entry of the Settlement Order -- on February 9, 2011. On or after the effective date of the Settlement Agreement, the Debtor intends to submit a proposed order confirming the Plan under certification of counsel, relying on the record of the confirmation hearing that was held by the Court on March 16, 2010.

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EXHIBIT B

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

1. Gottschalks Senior Claims Reserve and Gottschalks Administrative Fund. Prior to making any distribution on account of Allowed General Unsecured Claims, the Debtor shall establish (i) the Gottschalks Senior Claims Reserve with sufficient funds to pay all Allowed and Disputed Senior Claims to the extent such Claims are not previously paid by the Debtor and (ii) the Gottschalks Administrative Fund with sufficient funds to pay the projected costs and expenses of liquidating and administering the Estate as set forth in the Gottschalks Administrative Budget. In addition, the Responsible Person shall manage a Disputed Claims Reserve for the treatment of Disputed Claims other than Administrative Claims. The Debtor shall deposit from the Available Assets into the Disputed Claims Reserve an amount equal to the Pro Rata Share of the Distribution allocable to Disputed Claims, as if such claims were Allowed Claims. The Disputed Claims Reserve shall be held in trust by the Responsible Person for the benefit of holders of Allowed Claims whose Distributions are unclaimed and the holders of such Disputed Claims pending a determination of such claimants' entitlement thereto pursuant to the terms of this Plan. After the Effective Date, the Responsible Person shall make distributions to the holders of Allowed Senior Claims which become Allowed after the Effective Date from the Gottschalks Senior Claims Reserve. Any amounts remaining in (i) the Gottschalks Senior Claims Reserve after payment of all Allowed Senior Claims, (ii) the Disputed Claims Reserve and (iii) the Gottschalks Administrative Fund after payment of all costs and expenses of liquidating and administering the Estate shall be