ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated as of April 24, 2000 by and between LAMONTS APPAREL,
INC., a Delaware corporation
("Seller"), in its capacity as debtor-in- possession in Case No. 00-00045 (TTG) (the "Bankruptcy Case") in the
Bankruptcy Court for the Western District of Washington (the "Bankruptcy Court"), and GOTTSCHALKS
INC., a Delaware corporation ("Buyer").
W I T N E S S E T H
WHEREAS, subject to the terms and conditions of this Agreement, Buyer desires to purchase, acquire and
accept from Seller, and Seller desires to sell, assign, and transfer to Buyer, certain assets of Seller used in Seller's
department store business and certain associated liabilities.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound,
Seller and Buyer do hereby agree as follows:
1.1 General Provisions. For all purposes of this Agreement, except as otherwise expressly provided:
(a) The terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as
well as the singular.
(b) All accounting terms used herein have the meanings assigned to them under generally accepted accounting
(c) All references in this Agreement to designated "Articles," "Sections" and other subdivisions and to "Exhibits,"
the "Disclosure Schedule" and the "Buyer Disclosure Schedule" are to the designated Articles, Sections and other
subdivisions of the body of this Agreement and to the Exhibits, the Disclosure Schedule and the Buyer Disclosure
Schedule to this Agreement.
(d) Pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms.
(e) The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other su