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Delaware		5734		20-2733559
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

c/o GameStop Corp. 625 Westport Parkway Grapevine, Texas 76051 (817) 424-2000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		R. Richard Fontaine c/o GameStop Corp. 625 Westport Parkway Grapevine, Texas 76051 (817) 424-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Michael N. Rosen		Jeffrey W. Griffiths		Leonard M. Klehr
Jay M. Dorman		Electronics Boutique		William W. Matthews, III
Bryan Cave LLP		Holdings Corp.		Klehr, Harrison, Harvey, Branzburg &
1290 Avenue of the Americas		931 South Matlack Street		Ellers LLP
New York, New York 10104		West Chester, Pennsylvania 19382		260 South Broad Street
(212) 541-2000		(610) 430-8100		Philadelphia, Pennsylvania 19102
				(215) 568-6060

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount

Offering Price per

Aggregate

Registration

Securities to be Registered

to be Registered(1)

Share(2)

Offering Price(2)

Fee(3)

Class A common stock, par value $0.001 per share

456,358

Not Applicable

$14,438,733

$1,700

	(1)	The number of additional shares of Class A common stock, par value $0.001 per share, of the registrant (“Holdco Class A common stock”) being registered is based upon the product obtained by multiplying (a) 579,171 shares of common stock, par value $0.01 per share, of Electronics Boutique Holdings Corp. (“EB common stock”) estimated to be outstanding immediately prior to the EB merger, by (b) the exchange ratio of 0.78795. The registrant previously registered 53,926,126 shares of Holdco Class A common stock and 29,901,662 shares of Class B common stock, par value $.001 per share, of the registrant (“Holdco Class B common stock”) pursuant to its Registration Statement on Form S-4 (Registration No. 333-125161).
	(2)	Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is the sum of the product obtained by multiplying (a) $63.08 (the average of the high and low prices of EB common stock on July 5, 2005), by (b) 579,171 additional shares of EB common stock (estimated number of additional shares of EB common stock to be cancelled in the EB merger), minus $22,095,374 (the estimated amount of additional cash to be paid by the registrant to EB’s stockholders in the EB merger).
	(3)	Calculated by multiplying the estimated aggregate offering price of securities to be registered by .00011770.

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	•	FOR the adoption of the merger agreement and the transactions contemplated thereby, including the GameStop merger, FOR the amendment to GameStop’s certificate of incorporation, and FOR the amendment to the GameStop Amended and Restated 2001 Incentive Plan,
	•	FOR the adoption of the Holdco 2005 Incentive Plan,
	•	FOR the election of the GameStop nominees for director named in this joint proxy statement-prospectus, and
	•	FOR the ratification of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.

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	•	FOR the adoption of the merger agreement and the transactions contemplated thereby, including the EB merger,
	•	FOR the adoption of the Holdco 2005 Incentive Plan,
	•	FOR the election of the EB nominees for director named in this joint proxy statement-prospectus, and
	•	FOR the ratification of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.

R. Richard Fontaine		Jeffrey W. Griffiths
Chairman and Chief Executive Officer		President and Chief Executive Officer
GameStop Corp.		Electronics Boutique Holdings Corp.

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if you are a GameStop stockholder:				if you are an EB stockholder:
By Mail:		GameStop Corp.		By Mail:		Electronics Boutique Holdings Corp.
		625 Westport Parkway				931 South Matlack Street
		Grapevine, Texas 76051				West Chester, Pennsylvania 19382
		Attention: Investor Relations				Attention: Investor Relations
By Telephone:		(817) 424-2000		By Telephone:		(610) 430-8100

	•	through the Internet by visiting a website established for that purpose at http://www.proxyvotenow.com/gme and following the instructions; or
	•	by telephone by calling the toll-free number 866-407-4408 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions.

	•	through the Internet by visiting a website established for that purpose at http://www.eproxyvote.com/ELBO and following the instructions; or
	•	by telephone by calling the toll-free number 877-779-8683 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions.

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	1. To consider and vote on a proposal to (i) adopt the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB, including the transactions contemplated thereby, including the GameStop merger, pursuant to which, among other things, separate subsidiaries of Holdco will be merged with and into GameStop and EB, (ii) approve the amendment to GameStop’s certificate of incorporation to provide for the payment of the GameStop merger consideration as contemplated by the merger agreement, and (iii) approve the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under the plan. In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. In addition, GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement-prospectus.
	2. To consider and vote on the adoption of the Holdco 2005 Incentive Plan.
	3. To elect three members to GameStop’s board of directors.
	4. To ratify the appointment of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.
	5. To transact such other business as may properly come before the GameStop annual meeting or any adjournment or postponement of the GameStop annual meeting.

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	•	FOR the adoption of the merger agreement and the transactions contemplated thereby, including the GameStop merger, FOR the amendment to GameStop’s certificate of incorporation, and FOR the amendment to the GameStop Amended and Restated 2001 Incentive Plan,
	•	FOR the adoption of the Holdco 2005 Incentive Plan,
	•	FOR the election of the GameStop nominees for director named in this joint proxy statement-prospectus, and
	•	FOR the ratification of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.

	By order of the GameStop board of directors,
	R. Richard Fontaine
	Chairman and Chief Executive Officer

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	1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB, including the transactions contemplated thereby, including the EB merger, pursuant to which, among other things, separate subsidiaries of Holdco will be merged with and into GameStop and EB. In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. In addition, GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement-prospectus.
	2. To consider and vote on the adoption of the Holdco 2005 Incentive Plan.
	3. To elect seven directors as EB’s board of directors.
	4. To consider and vote upon a proposal to ratify the appointment of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.
	5. To transact such other business as may properly come before the EB annual meeting or any adjournment or postponement of the EB annual meeting.

	•	FOR adoption of the merger agreement and the transactions contemplated thereby, including the EB merger,
	•	FOR the adoption of the Holdco 2005 Incentive Plan,

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	•	FOR the election of the EB nominees for director named in this joint proxy statement-prospectus, and
	•	FOR the ratification of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.

	By order of the EB board of directors,
	Jeffrey W. Griffiths
	President and Chief Executive Officer

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					Page
TO THE STOCKHOLDERS OF GAMESTOP CORP. AND ELECTRONICS BOUTIQUE HOLDINGS CORP. YOUR VOTE IS VERY IMPORTANT						i
ADDITIONAL INFORMATION						iii
GAMESTOP CORP. Notice of GameStop Annual Meeting of Stockholders to be Held           , 2005						iv
ELECTRONICS BOUTIQUE HOLDINGS CORP. Notice of EB Annual Meeting of Stockholders to be Held           , 2005						vi
	QUESTIONS AND ANSWERS ABOUT VOTING PROCEDURES FOR THE ANNUAL MEETINGS					xiii
	SUMMARY					1
		GameStop Corp. (see page 97)				1
		Electronics Boutique Holdings Corp. (see page 117)				1
		GSC Holdings Corp. (see page 117)				1
		Structure of the Mergers (see page 37)				2
			Before the Mergers			2
			After the Mergers			2
		EB Common Stockholders to Receive Shares of Holdco Class A Common Stock and Cash (see page 32)				2
		GameStop Common Stockholders to Receive Shares of Holdco Common Stock (see page 23)				3
		Stock Exchange Listing and Stock Prices (see page 78)				3
		Receipt of Shares of Holdco Common Stock in Mergers Generally Nontaxable to Stockholders (see page 71)				3
		Our Boards of Directors Unanimously Recommend that GameStop and EB Stockholders Vote to Adopt the Merger Agreement (see pages 22 and 31)				4
		Opinions of Financial Advisors (see pages 47 and 54)				4
		The Riggio Group Voting Agreement (see page 94)				5
		The Kim Group Voting Agreement (see page 93)				5
		Interests of Our Directors and Executive Officers in the Mergers (see page 67)				5
		The Registration Rights Agreement (see page 94)				5
		The Non-Competition Agreement (see page 95)				5
		Appraisal Rights (see page 78)				5
		Directors and Management Following the Mergers (see page 70)				6
		Conditions to Completion of the Mergers; Antitrust Clearance (see page 83)				6
		Termination of the Merger Agreement; Fees Payable (see page 88)				7
		Amendment to GameStop’s Certificate of Incorporation (see page 95)				7
		GameStop Annual Meeting (see page 22)				8
		EB Annual Meeting (see page 31)				8
	SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA					10
		Selected Historical Financial Data of GameStop				10
		Selected Historical Financial Data of EB				12
		Selected Unaudited Pro Forma Condensed Consolidated Financial Data of Holdco				15
	COMPARATIVE PER SHARE DATA (Unaudited)					16
	RISK FACTORS					17
	INFORMATION REGARDING FORWARD-LOOKING STATEMENTS					21

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			Page
THE GAMESTOP ANNUAL MEETING				22
	Joint Proxy Statement-Prospectus			22
	Date, Time and Place of the GameStop Annual Meeting			22
	Purpose of the GameStop Annual Meeting			22
	Record Date for the GameStop Annual Meeting			22
	Recommendation of the Board of Directors of GameStop			22
	GAMESTOP PROPOSAL 1 — THE MERGERS			23
	Effect of the GameStop Merger; What You Will Receive in the GameStop Merger			23
	GAMESTOP PROPOSAL 2 — ADOPTION OF HOLDCO 2005 INCENTIVE PLAN			24
	Holdco 2005 Incentive Plan			24
	GAMESTOP PROPOSAL 3 — ELECTION OF GAMESTOP DIRECTORS			27
	GAMESTOP PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF GAMESTOP’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM			28
	Votes Required			28
	Adjournment or Postponement			29
	Proxies			29
	Voting Electronically or by Telephone			30
	Solicitation of Proxies			30
THE EB ANNUAL MEETING				31
	Joint Proxy Statement-Prospectus			31
	Date, Time and Place of the EB Annual Meeting			31
	Purpose of the EB Annual Meeting			31
	Record Date for the EB Annual Meeting			31
	Recommendation of the Board of Directors of EB			31
	EB PROPOSAL 1 — THE MERGERS			32
	Effect of the EB Merger; What You Will Receive in the EB Merger			32
	EB PROPOSAL 2 — ADOPTION OF HOLDCO 2005 INCENTIVE PLAN			33
	Holdco 2005 Incentive Plan			33
	EB PROPOSAL 3 — ELECTION OF EB DIRECTORS			33
	EB PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF EB’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM			34
	Votes Required			34
	Adjournment or Postponement			34
	Proxies			34
	Voting Electronically or by Telephone			35
	Solicitation of Proxies			36
THE MERGERS				37
	Background of the Mergers			37
	GameStop’s Reasons for the GameStop Merger; Recommendation of the GameStop Merger by the GameStop Board of Directors			40
	EB’s Reasons for the EB Merger; Recommendation of the EB Merger by the EB Board of Directors			43
	Opinion of GameStop’s Financial Advisor			47
	Opinions of EB’s Financial Advisors			54
	Interests of Directors and Executive Officers in the Mergers			67

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			Page
	Holdco Board of Directors and Management after the Mergers			70
	Material United States Federal Income Tax Consequences			71
	Accounting Treatment			75
	Regulatory Approvals			75
	Conversion of Shares; Exchange of Certificates; Dividends; Withholding			76
	Treatment of Stock Options			77
	Restrictions on Sales of Shares by Affiliates of GameStop and EB			77
	Stock Exchange Listing and Stock Prices			78
	Rights of Dissenting Stockholders			78
	Delisting and Deregistration of GameStop and EB Stock after the Mergers			81
	The Merger Agreement			81
	The Kim Group Voting Agreement			93
	The Riggio Group Voting Agreement			94
	The Registration Rights Agreement			94
	The Non-Competition Agreement			95
	Amendment to GameStop’s Certificate of Incorporation			95
	Amendment to GameStop Amended and Restated 2001 Incentive Plan			96
	Financing			96
INFORMATION ABOUT GAMESTOP				97
	Information about the Board of Directors and Executive Officers of GameStop			98
	GameStop Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			103
	GameStop Compensation Committee Interlocks and Insider Participation			104
	GameStop Executive Compensation			105
	GameStop Compensation Committee Report on Executive Compensation			108
	Performance Graph — GameStop Class A Common Stock			111
	Performance Graph — GameStop Class B Common Stock			112
	GameStop — Certain Relationships and Related Transactions			112
	GameStop Registered Independent Public Accounting Firm			115
	GameStop Audit Committee Report on the Fiscal Year Ended January 29, 2005			115
	GameStop Compliance with Section 16(a) of the Exchange Act			116
INFORMATION ABOUT HOLDCO				117
INFORMATION ABOUT EB				117
	Information about the Board of Directors and Executive Officers of EB			118
	EB Compensation Committee Report on Executive Compensation			124
	EB Compensation Committee Interlocks and Insider Participation			127
	EB Comparison of Total Stockholder Return			128
	EB Security Ownership of Certain Beneficial Owners and Management			129
	EB — Certain Relationships and Related Transactions			130
	EB Section 16(a) Beneficial Ownership Reporting Compliance			131
	EB Registered Independent Public Accounting Firm			131
	EB Audit Fees			131
	EB Audit Committee Report			132

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			Page
GSC HOLDINGS CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA				133
GSC HOLDINGS CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET				134
GSC HOLDINGS CORP. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET				135
GSC HOLDINGS CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS				137
GSC HOLDINGS CORP. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS				138
DESCRIPTION OF HOLDCO CAPITAL STOCK				140
	Common Stock			140
	Preferred Stock			140
	Rights Agreement			141
COMPARISON OF STOCKHOLDER RIGHTS				143
	Authorized Capital Stock			144
	Voting Power of Capital Stock			144
	Class Voting			144
	Directors			145
	Qualifications of Directors			146
	Vacancies on the Board of Directors			146
	Removal of Directors			147
	Amendments to the Certificate of Incorporation			147
	Amendments to Bylaws			148
	Action by Written Consent of Stockholders			149
	Notice of Stockholders Meeting			149
	Ability to Call Special Meetings of Stockholders			150
	Notice of Stockholder Action			150
	Limitation of Personal Liability of Directors and Officers			152
	Indemnification of Directors and Officers			153
	Preemptive Rights of Stockholders			155
	Dividends			155
	Inspection of Books and Records and Stockholder List			156
	Anti-Takeover Statute: Section 203			156
	Transactions Involving Officers or Directors			157
	Mergers, Acquisitions, Share Purchases and Certain Other Transactions			157
	Office of the Chairman			158
LEGAL MATTERS				158
EXPERTS				159
OTHER MATTERS WITH RESPECT TO GAMESTOP’S ANNUAL MEETING				159
OTHER MATTERS WITH RESPECT TO EB’S ANNUAL MEETING				160
	Annual Report On Form 10-K			160
	Other Matters			160
WHERE YOU CAN FIND MORE INFORMATION				161
EX-3.1: AMENDED & RESTATED CERTIFICATE OF INCORPORATION
EX-3.2: AMENDED & RESTATED BYLAWS
EX-4.2: RIGHTS AGREEMENT
EX-5.1: OPINION OF BRYAN CAVE LLP
EX-8.1: OPINION OF BRYAN CAVE LLP
EX-8.2: OPINION OF KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
EX-23.1: CONSENT OF BDO SEIDMAN, LLP
EX-23.2: CONSENT OF KPMG LLP
EX-99.10: FORM OF PROXY - GAMESTOP CORP.
EX-99.11: FORM OF PROXY - ELECTRONICS BOUTIQUE HOLDINGS CORP.
EX-99.12: FORM OF PROXY

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						Page
ANNEX A		—		Agreement and Plan of Merger			A-1
ANNEX B		—		Amendment to GameStop Amended and Restated Certificate of Incorporation			B-1
ANNEX C		—		Kim Group Voting Agreement			C-1
ANNEX D		—		Registration Rights Agreement			D-1
ANNEX E		—		Non-Competition Agreement			E-1
ANNEX F		—		Riggio Group Voting Agreement, as amended			F-1
ANNEX G		—		Opinion of Citigroup Global Markets Inc.			G-1
ANNEX H		—		Opinion of Merrill Lynch & Co.			H-1
ANNEX I		—		Opinion of Peter J. Solomon Company, L.P.			I-1
ANNEX J		—		Section 262 of the Delaware General Corporation Law			J-1
ANNEX K		—		Holdco 2005 Incentive Plan			K-1

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Q:		WHAT IS THE PROPOSED TRANSACTION FOR WHICH I AM BEING ASKED TO VOTE?
A:		You, as a stockholder of GameStop and/or a stockholder of EB, are being asked, among other things, to vote to adopt an Agreement and Plan of Merger entered into by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB. Subject to the terms and conditions of the merger agreement, GameStop and EB will simultaneously merge with newly formed subsidiaries of GSC Holdings Corp. (to be renamed GameStop Corp. upon closing of the mergers) (which we refer to in this joint proxy statement-prospectus as Holdco), and after the mergers would become wholly-owned subsidiaries of Holdco. A copy of the merger agreement is attached as Annex A.
		In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock they own. GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own.
Q:		WHAT ARE THE OTHER MATTERS FOR WHICH I AM BEING ASKED TO VOTE?
A:		If you are a GameStop stockholder you are also being asked:

		1. to consider and vote on the adoption of the Holdco 2005 Incentive Plan;
		2. to elect three members to GameStop’s board of directors;
		3. to ratify the appointment of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006; and
		4. to transact such other business as may properly come before the GameStop annual meeting or any adjournment or postponement of the GameStop annual meeting.

		If you are an EB stockholder you are also being asked:

		1. to consider and vote on the adoption of the Holdco 2005 Incentive Plan;
		2. to elect seven directors as EB’s board of directors;
		3. to consider and vote upon a proposal to ratify the appointment of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006; and
		4. to transact such other business as may properly come before the EB annual meeting or any adjournment or postponement of the EB annual meeting.

Q:		WHAT DO I NEED TO DO NOW TO VOTE?
A:		After carefully reading and considering the information contained in this joint proxy statement-prospectus, please vote by telephone, the Internet or by mail as soon as possible so that your shares may be represented and voted at GameStop’s or EB’s annual meeting. If you hold your shares in your own name, you may vote by telephone or through the Internet by following the instructions on your proxy card or delivered with your proxy card. If you hold shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee has enclosed or will provide a voting instruction card for use in directing your broker, bank or other nominee how to vote those shares.

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Q:		IF MY GAMESTOP OR EB SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER OR BANK VOTE MY SHARES FOR ME?
A:		If you hold your shares in “street name” and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. Generally, your broker, bank or other nominee does not have discretionary authority to vote on the merger proposal. Accordingly, your broker, bank or other nominee will vote your shares held by it in “street name” only if you provide instructions to it on how to vote. You should follow the directions your broker, bank or other nominee provides. Shares that are not voted because you do not properly instruct your broker, bank or other nominee will have the effect of votes against the adoption of the merger proposal.
Q:		IF MY GAMESTOP OR EB SHARES ARE HELD IN MY OWN NAME, WHAT HAPPENS IF I DON’T VOTE?
A:		If you fail to respond with a vote on the merger proposal, it will have the same effect as a vote against adoption of the merger proposal. If you respond but do not indicate how you want to vote, your proxy will be counted as a vote in favor of adopting the merger agreement. If you respond and indicate that you are abstaining from voting, your proxy will have the same effect as a vote against adoption of the merger proposal.
Q:		CAN I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY?
A:		Yes. A registered GameStop or EB stockholder may revoke a properly executed proxy at any time by (1) notifying GameStop or EB, as appropriate, in writing to the addresses set forth under “Additional Information,” beginning on page iii, (2) submitting a new properly completed and signed proxy to GameStop or EB, as appropriate, either by mail or as described under “Additional Information” beginning on page iii or (3) voting in person at the GameStop or EB annual meeting, as appropriate.
Q:		CAN I ATTEND THE ANNUAL MEETING AND VOTE MY SHARES IN PERSON?
A:		Yes. All stockholders of GameStop and EB, including stockholders of record and stockholders who hold their shares through banks, brokers, nominees or any other holder of record are invited to attend their respective annual meetings. Stockholders of record can vote in person at either the GameStop or EB annual meeting, as applicable. If you are not a stockholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the GameStop or EB annual meeting, as applicable. If you plan to attend the GameStop or EB annual meeting, as applicable, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership, and you must bring a form of personal photo identification with you in order to be admitted to the GameStop or EB annual meeting, as applicable. We reserve the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.
Q:		SHOULD EB STOCKHOLDERS SEND THEIR STOCK CERTIFICATES WITH THEIR PROXY CARD?
A:		No. Please DO NOT send your EB stock certificates with your proxy card. If you are an EB stockholder of record, you will receive written instructions from the exchange agent after the EB merger is completed on how to exchange any EB stock certificates you may have for cash and Holdco Class A common stock. If the EB shares you hold of record are in book-entry form, they will be automatically converted into the right to receive cash and Holdco shares, and you do not need to take any action.
Q:		SHOULD GAMESTOP STOCKHOLDERS SEND IN THEIR STOCK CERTIFICATES WITH THEIR PROXY CARD?
A:		No. Please DO NOT send your GameStop stock certificates with your proxy card. If you are a GameStop stockholder of record, you will receive written instructions from the exchange agent after the GameStop merger is completed on how to exchange any GameStop stock certificates you may

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		have for Holdco common stock. If the GameStop shares you hold of record are in book-entry form, they will be automatically converted into Holdco shares, and you do not need to take any action.
Q:		WHEN DO WE EXPECT TO COMPLETE THE MERGERS?
A:		We expect to complete the mergers in the third quarter of GameStop fiscal 2005 (EB fiscal 2006). However, we cannot assure you when or if the mergers will occur. We must first obtain the approvals of our respective stockholders at the GameStop and EB annual meetings and the necessary regulatory approvals.
Q:		WHO CAN HELP ANSWER MY QUESTIONS?
A:		If you have any questions about the mergers or how to submit your proxy, or if you need additional copies of this joint proxy statement-prospectus or the enclosed proxy card, you should contact:

if you are a GameStop stockholder:				if you are an EB stockholder:
By Mail:		Georgeson Shareholder		By Mail:		Georgeson Shareholder
		Communications, Inc.				Communications, Inc.
		17 State Street				17 State Street
		New York, NY 10004				New York, NY 10004
By Telephone:		800-491-3365		By Telephone:		800-267-4403
		212-440-9800				212-440-9800

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										GameStop Pro Forma				EB Pro Forma
Date		GameStop Closing Price				EB Closing Price				Equivalent(1)				Equivalent(2)
April 15, 2005		$	21.61			$	41.12			$	21.61			$	55.18
July 7, 2005		$	34.22			$	64.66			$	34.22			$	65.11

(1)	The pro forma equivalent per share value of GameStop Class A common stock is calculated by multiplying the GameStop Class A common stock closing price by the GameStop merger exchange ratio of 1.0.
(2)	The pro forma equivalent per share value of EB common stock is calculated by multiplying the GameStop Class A common stock closing price by the EB merger exchange ratio of .78795 and adding $38.15.

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	•	adoption of the merger proposal and the transactions contemplated by the merger proposal, including the GameStop merger, by the GameStop stockholders;
	•	adoption of the merger agreement and the transactions contemplated by the merger agreement, including the EB merger, by the EB stockholders;
	•	absence of any order or injunction of any governmental authority that would prohibit the consummation of the mergers;
	•	approval for listing of Holdco common stock to be issued in the mergers on the NYSE upon official notice of issuance;
	•	receipt of all consents, approvals, waivers, actions or nonactions required or advisable under all applicable antitrust, merger control, competition or trade regulation laws, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) and the Italian Law No. 287 of 10 October 1990;
	•	continued effectiveness of the registration statement of which this joint proxy statement-prospectus is a part and the absence of a stop order or proceeding seeking a stop order by the SEC suspending the effectiveness of the registration statement;

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	•	accuracy of each party’s representations and warranties in the merger agreement, except as would not have a material adverse effect on the party making the representations;
	•	performance in all material respects of each party’s covenants in the merger agreement, and performance of each party’s pre-closing operating covenants in the merger agreement;
	•	the delivery of a tax opinion as required by the separation agreement between GameStop and Barnes & Noble, Inc. (Barnes & Noble);
	•	the delivery of a non-competition agreement by James J. Kim;
	•	there shall not have been a material adverse effect on either party, as defined in the merger agreement; and
	•	delivery by both parties of customary officer’s certificates and tax opinions.

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																						Fiscal				Fiscal
		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Quarter				Quarter
		Ended				Ended				Ended				Ended				Ended				Ended				Ended
		January 29,				January 31,				February 1,				February 2,				February 3,				April 30,				May 1,
		2005				2004				2003				2002				2001				2005				2004
		In thousands, except per share data and statistical data
Statement of Operations Data:
Sales		$	1,842,806			$	1,578,838			$	1,352,791			$	1,121,138			$	756,697			$	474,727			$	371,736
Cost of sales			1,328,611				1,142,264				1,009,491				854,035				570,995				347,347				266,196
Gross profit			514,195				436,574				343,300				267,103				185,702				127,380				105,540
Selling, general and administrative expenses(1)(2)			378,029				302,703				233,075				202,041				157,242				100,258				86,471
Depreciation and amortization(1)(2)			37,019				29,487				23,154				19,850				13,623				10,265				8,299
Amortization of goodwill			—				—				—				11,125				9,223				—				—
Operating earnings			99,147				104,384				87,071				34,087				5,614				16,857				10,770
Interest expense (income), net			236				(804	)			(630	)			19,452				23,411				83				(153	)
Earnings (loss) before income taxes			98,911				105,188				87,701				14,635				(17,797	)			16,774				10,923
Income tax expense (benefit)			37,985				41,721				35,297				7,675				(5,836	)			6,448				4,245

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																						Fiscal				Fiscal
		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Quarter				Quarter
		Ended				Ended				Ended				Ended				Ended				Ended				Ended
		January 29,				January 31,				February 1,				February 2,				February 3,				April 30,				May 1,
		2005				2004				2003				2002				2001				2005				2004
		In thousands, except per share data and statistical data
Net earnings (loss)		$	60,926			$	63,467			$	52,404			$	6,960			$	(11,961	)		$	10,326			$	6,678
Net earnings (loss) per share — basic		$	1.11			$	1.13			$	0.93			$	0.19			$	(0.33	)		$	0.20			$	0.12
Weighted average shares outstanding — basic			54,662				56,330				56,289				36,009				36,009				51,000				56,990
Net earnings (loss) per share — diluted		$	1.05			$	1.06			$	0.87			$	0.18			$	(0.33	)		$	0.19			$	0.11
Weighted average shares outstanding — diluted			57,796				59,764				60,419				39,397				36,009				54,490				60,130
Other Financial Data:
Net earnings (loss) excluding the after-tax effect of goodwill amortization(3)		$	60,926			$	63,467			$	52,404			$	15,373			$	(5,212	)		$	10,326			$	6,678
Net earnings (loss) per share excluding the after-tax effect of goodwill amortization — diluted(3)		$	1.05			$	1.06			$	0.87			$	0.39			$	(0.14	)		$	0.19			$	0.11
Store Operating Data:
Stores open at the end of period			1,826				1,514				1,231				1,038				978				1,908				1,603
Comparable store sales increase (decrease)(4)			1.7	%			0.8	%			11.4	%			32.0	%			(6.7	)%			12.0	%			(1.8	)%
Inventory turnover			5.4				4.9				4.9				5.2				4.6				1.3				1.2
Balance Sheet Data:
Working capital (deficit)		$	110,093			$	188,378			$	174,482			$	31,107			$	(1,726	)		$	117,578			$	185,559
Total assets(1)(2)			914,983				902,189				806,237				608,674				511,504				942,156				843,607
Total debt			36,520				—				—				399,623				385,148				36,520				—
Total liabilities(1)(2)			371,972				308,156				257,562				612,659				532,114				379,719				236,994
Stockholders’ equity (deficit)			543,011				594,033				548,675				(3,985	)			(20,610	)			562,437				606,613

(1)

In GameStop fiscal 2004, GameStop revised its method of accounting for rent expense to conform to GAAP, as recently clarified by the Chief Accountant of the SEC in a February 7, 2005 letter to the American Institute of Certified Public Accountants. A non-cash, after-tax adjustment of $3,312 was made in the fourth quarter of GameStop fiscal 2004 to correct the method of accounting for rent expense (and related deferred rent liability) to include the impact of escalating rents for periods in which GameStop is reasonably assured of exercising lease options and to include any “rent holiday” period (a period during which GameStop is not obligated to pay rent) the lease allows while the store is being constructed. GameStop also corrected its calculation of depreciation expense for leasehold improvements for those leases which do not include an option period.

	The impact of these corrections on periods prior to GameStop fiscal 2004 was not material and the adjustment does not affect historical or future cash flows or the timing of payments under related leases.

(2)

In GameStop fiscal 2004, GameStop changed its classification of tenant improvement allowances on the balance sheets, statement of operations and statements of cash flows. GameStop historically classified tenant improvement allowances as reductions of property and equipment on its balance sheets and as reductions in depreciation and amortization in its statements of operations. In order to comply with the provisions of FASB Technical Bulletin No. 88-1, “Issues Relating to Accounting for

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Leases” (FTB 88-1), however, GameStop has reclassified tenant improvement allowances as deferred rent liabilities (in other long-term liabilities) on its balance sheets and as a reduction of rent expense (in selling, general and administrative expenses) in its statements of operations. The effect of this reclassification increased total assets and total liabilities on GameStop’s balance sheets by $4,671 as of January 29, 2005, $3,265 as of January 31, 2004, $2,328 as of February 1, 2003, $1,831 as of February 2, 2002, $1,747 as of February 3, 2001 and $3,549 as of May 1, 2004 and decreased selling, general and administrative expense and increased depreciation expense in GameStop’s statements of operations by $671, $540, $601, $678, $649 and $155 in GameStop fiscal 2004, 2003, 2002, 2001, 2000 and the fiscal quarter ended May 1, 2004, respectively.

(3)	Net earnings (loss) excluding the after-tax effect of goodwill amortization is presented here to provide additional information about GameStop’s operations. These items should be considered in addition to, but not as a substitute for or superior to, operating earnings, net earnings, cash flow and other measures of financial performance prepared in accordance with generally accepted accounting principles (GAAP).
(4)	Stores are included in GameStop’s comparable store sales base beginning in the 13th month of operation. Comparable store sales for the fiscal year ended February 3, 2001 were computed using the first 52 weeks of the 53-week fiscal year.

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			Fiscal Year Ended																				Fiscal Quarter Ended
			January 29,				January 31,				February 1,				February 2,				February 3,				April 30,				May 1,
			2005				2004				2003				2002				2001				2005				2004
			(Amounts in thousands, except per share data and operating data)
Statement of Income Data:
Net sales			$	1,983,537			$	1,588,406			$	1,309,226			$	1,059,338			$	802,851			$	505,961			$	370,964
Management fees(1)				5,845				13,375				7,553				5,889				4,425				1,124				1,461
Total revenues				1,989,382				1,601,781				1,316,779				1,065,227				807,276				507,085				372,425
Cost of goods sold				1,450,205				1,174,429				971,204				826,599				626,939				374,360				271,154
Gross profit				539,177				427,352				345,575				238,628				180,337				132,725				101,271
Selling, general and administrative expense(2)				422,374				327,260				266,729				178,928				144,082				118,502				88,525
Restructuring and asset impairment (reversal) charge(3)				—				—				(2,611	)			12,638				—				—				—
Depreciation and amortization				37,473				29,211				23,361				20,286				16,239				10,802				8,361
Operating income				79,330				70,881				58,096				26,776				20,016				3,421				4,385
Other income				—				—				—				—				1,550				—				—
Interest income, net				2,350				1,751				1,677				1,884				3,096				917				452
Income before income tax expense and cumulative effect of change in accounting principle				81,680				72,632				59,773				28,660				24,662				4,338				4,837
Income tax expense				29,393				26,903				22,373				10,948				9,791				1,561				1,791
Income before cumulative effect of change in accounting principle				52,287				45,729				37,400				17,712				14,871				2,777				3,046
Cumulative effect of change in accounting principle, net of tax(4)				—				—				(4,773	)			—				—				—				—
Net income(2)			$	52,287			$	45,729			$	32,627			$	17,712			$	14,871			$	2,777			$	3,046
Income per share before cumulative effect of change in accounting principle:
	Basic		$	2.16			$	1.82			$	1.44			$	0.74			$	0.67			$	0.11			$	0.12
	Diluted		$	2.13			$	1.80			$	1.42			$	0.73			$	0.66			$	0.11			$	0.12
Per share cumulative effect of change in accounting principle:
	Basic										$	(0.18	)
	Diluted										$	(0.18	)

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			Fiscal Year Ended																				Fiscal Quarter Ended
			January 29,				January 31,				February 1,				February 2,				February 3,				April 30,				May 1,
			2005				2004				2003				2002				2001				2005				2004
			(Amounts in thousands, except per share data and operating data)
Net income per share:
	Basic		$	2.16			$	1.82			$	1.26			$	0.74			$	0.67			$	0.11			$	0.12
	Diluted		$	2.13			$	1.80			$	1.24			$	0.73			$	0.66			$	0.11			$	0.12
Weighted average shares outstanding:
	Basic			24,159				25,114				25,833				23,868				22,254				24,696				24,526
	Diluted			24,547				25,415				26,247				24,230				22,466				25,079				24,913
Operating Data:(5) (unaudited)
Stores open at end of period				1,977				1,528				1,145				937				737				2,071				1,623
Comparable store sales increase (decrease)(6)				3.1	%			0.0	%			8.3	%			20.8	%			(4.5	)%			14.5	%			(2.5	)%

		As of
		January 29,				January 31,				February 1,				February 2,				February 3,				April 30,				May 1,
		2005				2004				2003				2002				2001				2005				2004
Balance Sheet Data:
Working capital		$	175,422			$	163,422			$	144,363			$	121,446			$	30,133			$	181,769			$	149,284
Total assets			724,200				643,932				527,305				429,649				270,493				723,068				544,834
Long-term debt			—				—				—				143				—				—				—
Total liabilities			372,732				339,952				252,805				192,489				139,273				365,635				255,159
Total stockholders’ equity			351,468				303,980				274,500				237,160				131,220				357,433				289,675

(1)	In EB fiscal 2004, management fees included $4.7 million of revenue earned as part of EB’s termination of the services agreement with The Game Group plc (Game Group).
(2)	In February 2005, EB initiated a review of its lease-related accounting methods for rent holidays (the period prior to the store opening when EB pays reduced or no rent) and tenant improvement allowances. Based on this review, EB recorded a one-time, cumulative, non-cash charge to rent expense of $4.2 million ($2.7 million after-tax, or $0.11 per diluted share) in the fourth quarter of EB fiscal 2005.
(3)	In EB fiscal 2002, the restructuring and asset impairment charge of $12.6 million resulted from EB’s adoption of a plan to close the operations of all 29 EB Kids stores and sell the 22-store BC Sports Collectibles business. The charge represented a $3.5 million write down of store leasehold improvements, a $2.3 million write down of store furniture, fixtures and equipment and $6.7 million in lease termination costs. In EB fiscal 2003, the $2.6 million net reversal of the restructuring and asset impairment charge resulted primarily from store lease related accruals that were not necessary due to the terms of the sale of the BC Sports Collectibles business.
(4)	EB changed its accounting policy with respect to the recording of vendor advertising allowances effective retroactively as of the beginning of EB fiscal 2003. As a result, EB recorded a non-cash charge of $4.8 million, net of income tax, in the first quarter of EB fiscal 2003 for the cumulative effect of the change in accounting principle on fiscal years prior to EB fiscal 2003. Prior to this change, EB recognized all vendor advertising allowances as an offset to selling, general and administrative expense. Vendor advertising allowances in excess of advertising expense of $40.9 million and $35.8 million were reflected as an offset to selling, general and administrative expense in EB fiscal 2002 and EB fiscal 2001, respectively.
(5)	Does not reflect stores operated by other retailers for which EB has provided management services.

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(6)	Comparable store sales are based on stores in operation for over one year. Comparable store sales results for EB fiscal 2001 represents the 52 week period ending January 27, 2001.

								For Fiscal
				For Fiscal Year				Quarter
				Ended				Ended
				January 29, 2005				April 30, 2005
				(In thousands, except
				per share data)
				(Unaudited)
Operating Results
		Revenues		$	3,832,188			$	981,812
		Net earnings			62,179				(1,437	)
	Per Share Data
		Net earnings per common share — basic			0.74				(0.02	)
		Net earnings per common share — diluted			0.71				(0.02	)

							As of
							April 30, 2005
Financial Position
	Merchandise inventories, net						$	584,772
	Total assets							2,666,521
	Note payable, current portion							12,173
	Notes payable, long-term portion							974,347
	Total debt							986,520

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						Fiscal Quarter
		Fiscal Year Ended				Ended
GameStop Historical Comparative per Share Data		January 29, 2005				April 30, 2005
Net earnings per common share — basic		$	1.11			$	0.20
Net earnings per common share — diluted		$	1.05			$	0.19
Cash dividends per common share		$	—			$	—
Book value per common share		$	10.68			$	10.96

						Fiscal Quarter
		Fiscal Year Ended				Ended
EB Historical Comparative per Share Data		January 29, 2005				April 30, 2005
Net earnings per common share — basic		$	2.16			$	0.11
Net earnings per common share — diluted		$	2.13			$	0.11
Cash dividends per common share		$	—			$	—
Book value per common share		$	14.26			$	14.42

						Fiscal Quarter
		Fiscal Year Ended				Ended
Unaudited Pro Forma Condensed Consolidated Comparative per Share Data		January 29, 2005				April 30, 2005
Net earnings per common share — basic		$	0.74			$	(0.02	)
Net earnings per common share — diluted		$	0.71			$	(0.02	)
Cash dividends per common share		$	—			$	—
Book value per common share		$	13.70			$	13.83

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	•	make it more difficult for Holdco to pay its debts as they become due during general adverse economic and market industry conditions because any related decrease in revenues could cause Holdco’s cash flows from operations to decrease and make it difficult for Holdco to make its scheduled debt payments;
	•	limit Holdco’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates and, consequently, place Holdco at a competitive disadvantage to its competitors with less debt;
	•	require a substantial portion of Holdco’s cash flow from operations to be used for debt service payments, thereby reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; and
	•	result in higher interest expense in the event of increases in interest rates since some of Holdco’s borrowings are, and will continue to be, at variable rates of interest.

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	•	the ability to obtain governmental approvals of the transaction on the proposed terms in a timely manner;
	•	the failure of GameStop and EB stockholders to approve the transaction; the risk that the businesses will not be integrated successfully;
	•	the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
	•	disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; and
	•	competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that could cause GameStop’s and EB’s results to differ materially from those described in the forward-looking statements can be found in the Annual Reports on Forms 10-K (as amended) for the fiscal year ended January 29, 2005 of GameStop and EB filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

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	1. To consider and vote on a proposal to (i) adopt the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB, including the transactions contemplated thereby, including the GameStop merger, pursuant to which, among other things, separate subsidiaries of Holdco will be merged with and into GameStop and EB, (ii) approve the amendment to GameStop’s certificate of incorporation to provide for the payment of the merger consideration as contemplated by the merger agreement and (iii) to approve the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under the plan. In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. In addition, GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement-prospectus.
	2. To consider and vote on the adoption of the Holdco 2005 Incentive Plan.
	3. To elect three members to GameStop’s board of directors.
	4. To ratify the appointment of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.
	5. To transact such other business as may properly come before the GameStop annual meeting or any adjournment or postponement of the GameStop annual meeting.

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	•	FOR the proposal to adopt the merger agreement and the transactions contemplated thereby, including the GameStop merger, the amendment to GameStop’s certificate of incorporation to provide for the payment of the GameStop merger consideration as contemplated by the merger agreement and the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under the plan;
	•	FOR the adoption of the Holdco 2005 Incentive Plan;
	•	FOR the election of the GameStop nominees for directors named in this joint proxy statement-prospectus; and
	•	FOR the ratification of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.

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	•	filing a written notice of revocation with the Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051;
	•	delivering a subsequently dated proxy; or
	•	appearing in person and voting at the GameStop annual meeting if you are a holder of record.

	•	through the Internet by visiting a website established for that purpose at http://www.proxyvotenow.com/gme and following the instructions; or
	•	by telephone by calling the toll-free number 866-407-4408 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions.

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	1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB, including the transactions contemplated thereby, including the EB merger, pursuant to which, among other things, separate subsidiaries of Holdco will be merged with and into GameStop and EB. In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. In addition, GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement-prospectus.
	2. To consider and vote on the adoption of the Holdco 2005 Incentive Plan.
	3. To elect seven directors as EB’s board of directors.
	4. To consider and vote upon a proposal to ratify the appointment of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.
	5. To transact such other business as may properly come before the EB annual meeting or any adjournment or postponement of the EB annual meeting.

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	•	FOR the proposal to adopt the merger agreement and the transactions contemplated thereby, including the EB merger;
	•	FOR the adoption of the Holdco 2005 Incentive Plan;
	•	FOR the election of the EB nominees for director named in this joint proxy statement-prospectus; and
	•	FOR the ratification of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.

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	•	Dean S. Adler,
	•	Jeffrey W. Griffiths,
	•	James J. Kim,
	•	Susan Y. Kim,
	•	Louis J. Siana,
	•	Alfred J. Stein, and
	•	Stanley (Mickey) Steinberg.

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	•	filing a written notice of revocation with the Secretary, Electronics Boutique Holdings Corp., 931 South Matlack Street, West Chester, Pennsylvania 19382, if you are an EB stockholder;
	•	delivering a subsequently dated proxy; or
	•	appearing in person and voting at the EB annual meeting if you are a holder of record.

	•	through the Internet by visiting a website established for that purpose at http://www.eproxyvote.com/ELBO and following the instructions; or

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	•	by telephone by calling the toll-free number 877-779-8683 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions.

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	•	the transaction will create one of the leading video game retailers in the world, effectively doubling GameStop’s size to over 4,000 stores with estimated pro forma combined sales of over $3.8 billion in GameStop fiscal 2004, increasing the ability of Holdco to compete successfully in the highly competitive interactive entertainment industry on a global basis;
	•	the transaction will significantly expand GameStop’s international operations, a targeted growth area for GameStop, from 25 stores in Ireland and the United Kingdom generating less than 2% of GameStop’s revenues as of January 29, 2005 to 545 stores in Australia, Canada, Denmark, Germany, Ireland, Italy, New Zealand, Norway, Sweden and the United Kingdom generating approximately 16% of Holdco’s revenues on a pro forma basis as of January 29, 2005, providing Holdco with a strong platform for further international growth;
	•	as an industry leader of substantial size, Holdco is expected to be well-positioned to capitalize on the new video game cycle anticipated to commence with the release in late 2005 and 2006 of next generation video game systems and related software;
	•	the cost savings and operating synergies expected to be realized by Holdco through consolidation and integration of certain functions as well as through the adoption of best practices from both GameStop and EB, which are estimated to exceed $30 million in GameStop fiscal 2006 and $50 million annually thereafter;
	•	the anticipated significant accretive affect of the transaction on GameStop’s earnings per share in the fiscal year ending February 3, 2007 and thereafter;
	•	the recent and historical information concerning GameStop’s and EB’s respective businesses, financial performance and stock trading prices;

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	•	the similarity in operating strategies between GameStop and EB, which is expected to facilitate the combination of the two companies;
	•	the results of the due diligence review of EB’s business and operations conducted by GameStop’s senior management and legal advisors;
	•	the competitive pressures placed on GameStop’s business by Wal-Mart, Best Buy, Target and other big-box retailers, by other specialty retailers expanding their video game businesses such as Blockbuster/Game Rush and Hollywood Video/Game Crazy, by internet sellers and renters of video games, and by the emergence of additional channels of video game distribution such as internet downloads and interactive on-demand television;
	•	GameStop’s board of directors will constitute seven of the nine members of Holdco’s board of directors and will control the business of the combined company;
	•	R. Richard Fontaine, GameStop’s Chairman and Chief Executive Officer, and Daniel A. DeMatteo, GameStop’s Vice Chairman and Chief Operating Officer, will be the Chairman and Chief Executive Officer and the Vice Chairman and Chief Operating Officer, respectively, of Holdco;
	•	in addition to Messrs. Fontaine and DeMatteo, Holdco will have available to it the combined management talent of GameStop and EB;
	•	the agreement by James J. Kim to not compete with Holdco for three years following the mergers, and to not interfere with Holdco customers or suppliers or solicit Holdco employees for two years following the mergers;
	•	as then calculated EB’s stockholders would receive only 27.6% (5.7% by vote) of the outstanding common stock of Holdco, and the remaining 72.4% (94.3% by vote) of the outstanding common stock of Holdco would be received by GameStop’s stockholders;
	•	the limited and customary conditions to be met in connection with GameStop’s financing commitments with its lenders to fund the cash portion of the EB merger consideration;
	•	because the limited conditions under which GameStop’s lenders can terminate their financing commitments are substantially the same as those that would allow GameStop to terminate the merger agreement without GameStop’s payment of a termination fee, it is not expected that GameStop will be obligated to consummate the merger agreement without sufficient lender financing commitments in place;
	•	because the stock portion of the EB merger consideration is a fixed number of Holdco shares, Holdco will not need to increase the amount of shares it issues to EB stockholders if the value of GameStop’s common stock decreases after the date of the merger agreement;
	•	the Holdco stock to be issued to GameStop stockholders in the GameStop merger is expected to be received tax-free by GameStop stockholders;
	•	the terms of the merger agreement, including the representations, warranties and covenants of each of the parties and the conditions to their respective obligations, are believed to be reasonable and customary in transactions of this type;
	•	the conditions required to be satisfied prior to completion of the mergers, such as the receipt of stockholder approval and antitrust clearance, are expected to be fulfilled and the corresponding likelihood that the mergers will be consummated;
	•	the terms of the merger agreement provide that, under certain circumstances, and subject to certain conditions more fully described in the section entitled “The Merger Agreement — No Solicitations by GameStop of Alternative Transactions” beginning on page 86, GameStop is permitted to furnish information to and conduct negotiations with a third party in connection with an unsolicited proposal for a business combination or acquisition of GameStop and the GameStop board of

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		directors can terminate the merger agreement for such a proposal or change its recommendation prior to the GameStop stockholder approval of the merger agreement in certain circumstances;
	•	the limited circumstances in which the EB board of directors may terminate the merger agreement or change or modify its recommendation to its stockholders to approve the merger agreement, and that EB agreed to pay a termination fee of $40 million to GameStop in the event that the EB board of directors terminates the merger agreement or changes or modifies its recommendation in certain circumstances, as described in the section entitled “The Merger Agreement — Termination Fees” on page 88;
	•	the fact that the Kim Group, holders of approximately 46.7% of the then outstanding shares of EB common stock, have entered into a voting agreement and irrevocable proxy pursuant to which they agreed to vote in favor of the adoption of the merger agreement at the EB stockholders’ meeting; and
	•	Citigroup’s opinion, dated April 17, 2005, to the GameStop board as to the fairness, from a financial point of view and as of the date of the opinion, to GameStop of the EB merger consideration, as more fully described below under the caption “Opinion of GameStop’s Financial Advisor.”

	•	Holdco is expected to incur indebtedness of approximately $950 million in connection with the mergers, which debt may adversely impact Holdco’s results of operations following the mergers;
	•	the risk that the mergers might not be completed, including the effect of the pendency of the mergers and such failure to be completed may have on:

	•	the trading price of GameStop’s common stock;
	•	GameStop’s operating results, including the expenses associated with the transaction;
	•	GameStop’s ability to expand in Europe and other international markets; and
	•	GameStop’s ability to make other acquisitions.

	•	the possibility of significant costs and delays resulting from seeking antitrust clearance necessary for completion of the mergers;
	•	the possibility that the pendency of the mergers will result in loss of business, supplier relationships or key personnel at EB;
	•	the challenges of combining the businesses, operations and workforces of GameStop and EB and realizing the anticipated cost savings and operating synergies;
	•	the management time, effort and expense associated with the integration of the two companies, and the risk that such diversion will have an adverse effect on Holdco’s business and results of operations;
	•	the risks associated with substantially increasing GameStop’s international operations, including those resulting from currency exchange rate fluctuations, economic downturns, international incidents or government instability;
	•	because the stock portion of the EB merger consideration is a fixed number of shares of Holdco Class A common stock, the consideration received by EB stockholders could be substantially more than GameStop intended to pay if the trading price of GameStop Class A common stock increases significantly after the date of execution of the merger agreement, and the merger agreement does not provide GameStop with a price-based termination right or other similar protection for GameStop or its stockholders;

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	•	the possible effects on the long-term stock price and financial results of Holdco if the benefits and synergies expected of the mergers are not obtained or are obtained only in part or on a delayed basis;
	•	the “market overhang” effect on Holdco’s stock price created by the registration pursuant to the registration rights agreement of approximately 9.1 million shares of Holdco Class A common stock owned by the Kim Group, as described in the section entitled “Risk Factors” on page 17;
	•	the limitations on GameStop imposed in the merger agreement on certain activities as described in the section entitled “The Merger Agreement-Conduct of Business Pending the Mergers” on page 89, and on the solicitation by GameStop of alternative business combinations prior to the completion of the mergers;
	•	the requirement that GameStop must pay to EB a termination fee of $40 million if the merger agreement is terminated under circumstances specified in the merger agreement, as described in the section entitled “The Merger Agreement — Termination Fees” beginning on page 88;
	•	EB must obtain the approval of its stockholders in order to adopt the merger agreement; and
	•	the risks described in the section entitled “Risk Factors” beginning on page 17.

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	•	the value to be received by holders of EB common stock in the EB merger, including the fact that, based on the closing price of EB’s common stock and GameStop Class A common stock on April 15, 2005 (the last trading day before the announcement of the signing of the merger agreement), the value of the EB merger consideration represented a premium of approximately 34.2% over the closing price of EB’s common stock on April 15, 2005 and 32.6% over the average closing price of EB’s common stock for the 30 trading days ending April 15, 2005;
	•	the strategic nature of the transaction, which will combine EB’s and GameStop’s respective businesses to create one of the leading video game retailers in the world, with pro forma combined sales of over $3.8 billion for the fiscal year ended January 29, 2005, all of which should provide the combined company with the opportunity to become a stronger global competitor in the interactive entertainment industry;
	•	the EB board of directors’ analysis and understanding of management’s operating plans for EB in the context of the competitive conditions in the interactive entertainment industry given the competitive pressures on EB’s business by Wal-Mart, Best Buy, Target and other big-box retailers, by other retailers expanding their video game businesses such as Blockbuster/Game Rush and Hollywood Video/Game Crazy, by the internet and other channels of video game distribution such as interactive on-demand television, and the EB board of directors’ analysis of the business, operations, financial performance, financial condition, earnings and prospects of EB on a stand-alone basis, together with the EB board of directors’ belief, based on its analysis and understanding, that Holdco, with its greater size and scale, would be better positioned to compete effectively in the interactive entertainment industry;
	•	the fact that the initial approximately 70/30 split of cash and stock in the EB merger consideration affords EB stockholders both the opportunity to participate in the growth and opportunities of the combined company through the stock component of the EB merger consideration and to receive cash for the value of their shares through the cash component of the EB merger consideration;
	•	because the stock portion of the EB merger consideration is a fixed number of shares of Holdco Class A common stock, the opportunity for the EB stockholders to benefit from any increase in the trading price of GameStop Class A common stock between the announcement of the mergers and the completion of the mergers, as well as any increase in the trading price of Holdco Class A common stock after completion of the mergers;
	•	the fact that there are limited conditions to be met in connection with GameStop obtaining financing to fund the cash portion of the EB merger consideration;
	•	the fact that as then calculated EB stockholders as a group would own, on a fully-diluted basis, approximately 27.6% of the outstanding Holdco common stock immediately following the mergers;
	•	the recent and historical information concerning EB’s and GameStop’s respective businesses and financial performance;
	•	the results of the due diligence review of GameStop’s business and operations conducted by EB’s senior management and EB’s legal advisors;
	•	the EB board of directors’ understanding of the anticipated cost savings and operating synergies available to the combined company from the mergers, after consultation with EB’s financial advisors, through consolidation and integration of certain functions and the adoption of best practices from both GameStop and EB across the combined company, which is expected to positively enhance the combined company’s earnings and create value for stockholders;
	•	the EB board of directors’ analysis of other strategic alternatives for EB, including continued growth as an independent company and the potential to acquire or combine with third parties;

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	•	the expected qualification of the mergers as a transaction described in Section 351 of the Code, resulting in the consideration to be received by the EB stockholders not being subject to federal income tax except to the extent of the lesser of the cash consideration received in, or the gain realized upon completion of, the EB merger, as described in the section entitled “Material United States Federal Income Tax Consequences” beginning on page 71;
	•	the belief that the terms of the merger agreement, including the parties’ representations, warranties and covenants and the conditions to their respective obligations, are reasonable;
	•	the fact that the conditions required to be satisfied prior to completion of the mergers, such as the receipt of stockholder approval and antitrust clearance, are expected to be fulfilled and the corresponding likelihood that the mergers will be consummated;
	•	the fact that James J. Kim and one additional person chosen by EB’s board of directors who is considered independent under the rules of the NYSE will be appointed to the Holdco board of directors, which is expected to provide a degree of continuity and involvement by EB in the combined company following the mergers;
	•	the fact that the terms of the merger agreement provide that, under certain circumstances, and subject to certain conditions more fully described in the section entitled “The Merger Agreement — No Solicitations by EB of Alternative Transactions” beginning on page 84, EB is permitted to furnish information to and conduct negotiations with a third party in connection with an unsolicited proposal for a business combination or acquisition of EB that may reasonably be expected to lead to a company superior proposal and the EB board of directors can terminate the merger agreement for a company superior proposal or change its recommendation prior to stockholder approval of the merger agreement in certain circumstances;
	•	the fact that there are limited circumstances in which the GameStop board of directors may terminate the merger agreement or change or modify its recommendation to its stockholders to approve the merger agreement, and that GameStop agreed to pay a termination fee of $40 million to EB in the event that the GameStop board of directors terminates the merger agreement or changes or modifies its recommendation in certain circumstances, as described in the section entitled “The Merger Agreement — Termination Fees” on page 88;
	•	the fact that the Riggio Group, holders of approximately 16.4% of the combined voting power, have entered into a voting agreement and irrevocable proxy pursuant to which they agreed to vote their shares of GameStop common stock in favor of the adoption of the merger agreement at the GameStop annual meeting;
	•	Merrill Lynch’s opinion described in the section entitled “Opinions of EB’s Financial Advisors” beginning on page 54, including its analysis rendered orally on and confirmed in writing as of April 17, 2005, to the effect that, as of the date of such opinion, and based on and subject to various assumptions made, matters considered, limitations and qualifications described in its written opinion, the consideration proposed to be received by holders of EB common stock (other than GameStop, its affiliates and the Kim Group) in the EB merger was fair from a financial point of view to such holders; and
	•	Peter J. Solomon Company’s, L.P. opinion described in the section entitled “Opinions of EB’s Financial Advisors” beginning on page 61, including its analysis rendered orally on and confirmed in writing as of April 17, 2005, to the effect that, as of the date of such opinion, and based on and subject to various assumptions made, matters considered, limitations and qualifications described in its written opinion, the consideration proposed to be received by holders of EB common stock in the EB merger was fair, from a financial point of view, to such holders, excluding the Kim Group.

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	•	the fact that Holdco will incur indebtedness of approximately $950 million in connection with the mergers, which debt may adversely impact Holdco’s operations following the mergers;
	•	the risk that the mergers might not be completed, including the effect of the pendency of the mergers and such failure to be completed may have on:

	•	the trading price of EB’s common stock;
	•	EB’s operating results, including the expenses associated with the transaction;
	•	EB’s ability to expand in Europe and other international markets;
	•	EB’s ability to attract and retain key personnel; and
	•	EB’s ability to retain customers and maintain sales;

	•	the possibility of significant costs and delays resulting from seeking antitrust clearance necessary for completion of the proposed mergers;
	•	because the stock portion of the EB merger consideration is a fixed number of shares of Holdco Class A common stock, the EB stockholders could be adversely affected by a decrease in the trading price of GameStop Class A common stock after the date of execution of the merger agreement, and the merger agreement does not provide EB with a price-based termination right or other similar protection for EB or its stockholders;
	•	because the stock portion of the EB merger consideration is a fixed number of shares of Holdco Class A common stock, and not shares of Holdco Class B common stock which shall contain super voting rights similar to GameStop Class B common stock, the stock consideration to be received by EB’s stockholders in the merger as then calculated would represent only 5.7% of the combined voting power of Holdco’s common stock following the mergers;
	•	the risk that the financial results and the stock price of the combined company might decline in the short-term;
	•	the possible effects on the long-term stock price and financial results of the combined company if the benefits and synergies expected of the mergers are not obtained on a timely basis or at all;
	•	the limitations imposed in the merger agreement on the solicitation by EB of alternative business combinations prior to the completion of the mergers;
	•	the requirement that EB must pay to GameStop a termination fee of $40 million if the merger agreement is terminated under circumstances specified in the merger agreement, as described in the section entitled “The Merger Agreement-Termination Fees” beginning on page 88;
	•	the challenges of combining the businesses, operations and workforces of GameStop and EB and realizing the anticipated cost savings and operating synergies;
	•	the fact that GameStop must obtain the approval of its stockholders, including a majority of its Class A common stock, in order to adopt the merger agreement; and
	•	the risks described in the section entitled “Risk Factors” beginning on page 17.

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	•	reviewed the merger agreement;
	•	held discussions with senior officers, directors and other representatives and advisors of GameStop and senior officers and other representatives and advisors of EB concerning GameStop’s and EB’s businesses, operations and prospects;
	•	examined publicly available business and financial information relating to GameStop and EB;
	•	examined financial forecasts and other information and data relating to EB which were provided to or discussed with Citigroup by the managements of GameStop and EB, including adjustments to the forecasts and other information and data relating to EB prepared by GameStop’s management;
	•	reviewed information prepared by GameStop’s management relating to the potential strategic implications and operational benefits, including their amount, timing and achievability, anticipated by GameStop’s management to result from the mergers;
	•	reviewed the financial terms of the mergers as described in the merger agreement in relation to, among other things, current and historical market prices of GameStop Class A common stock and EB common stock, and GameStop’s and EB’s historical and projected earnings and other operating data, capitalization and financial condition;
	•	considered, to the extent publicly available, the financial terms of other transactions which Citigroup considered relevant in evaluating the mergers;
	•	analyzed financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citigroup considered relevant in evaluating those of GameStop and EB;
	•	reviewed the potential pro forma projected earnings per share of the combined company relative to the projected earnings per share of GameStop on a standalone basis based on financial forecasts

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		and other information and data provided to or discussed with Citigroup by the managements of GameStop and EB; and
	•	conducted other analyses and examinations and considered other financial, economic and market criteria as Citigroup deemed appropriate in arriving at its opinion.

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	EB Analyses

	Selected Companies Analysis

	•	Advance Auto Parts, Inc.
	•	Barnes & Noble, Inc.
	•	Bed Bath & Beyond Inc.

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	•	Best Buy Co., Inc.
	•	Blockbuster Inc.
	•	Borders Group, Inc.
	•	The Home Depot, Inc.
	•	Linens’ N Things, Inc.
	•	Lowe’s Companies, Inc.
	•	Office Depot, Inc.
	•	PETCO Animal Supplies, Inc.
	•	Staples, Inc.

Implied per Share								Implied per Share
Equity Reference								Value of EB
Range for EB								Merger Consideration
EB Fiscal 2006				EB Fiscal 2007
$	43.73 - $48.87			$	47.98 - $54.38			$	54.63

	Precedent Transactions Analysis

Date Announced		Acquiror		Target
March 2005		• Kohlberg Kravis Roberts & Co., Bain Capital Partners LLC, Vornado Realty Trust		• Toys “R” Us, Inc.
January 2005		• Saunders Karp & Megrue		• Bob’s Discount Furniture, Inc.
December 2004		• Oak Hill Capital Partners, L.P.		• Duane Reade Inc.
November 2004		• The Dress Barn, Inc.		• Maurices Incorporated
November 2004		• Bain Capital Partners, LLC		• S. Rossy Inc. and Dollar A.M.A. Inc. (Dollarama business)
November 2004		• Jones Apparel Group, Inc.		• Barneys New York, Inc.
October 2004		• The Children’s Place Retail Stores, Inc.		• The Disney Store North America
September 2004		• Management-led Investor Group		• Eastern Mountain Sports, Inc.
July 2004		• Cerberus Capital Management, L.P., Sun Capital Partners, Inc. and Lubert-Adler and Klaff Partners, L.P.		• Target Corporation (Mervyn’s business unit)
July 2004		• Bridgepoint Capital Limited		• Pets at Home Limited
June 2004		• Dick’s Sporting Goods, Inc.		• Galyan’s Trading Company, Inc.
May 2004		• Castle Harlan, Inc.		• Caribbean Restaurants LLC
April 2004		• Crescent Capital Investments, Inc.		• Loehmann’s Holdings Inc.
April 2004		• Wasserstein & Co., L.P.		• Bear Creek Corporation
April 2004		• Weston Presidio		• Nebraska Book Company, Inc.

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Date Announced		Acquiror		Target
February 2004		• Genesco Inc.		• Hat World Corporation
January 2004		• Sun Capital Partners, Inc.		• Anchor Blue
November 2003		• CVC Capital Partners Ltd., Texas Pacific Group		• Debenhams PLC
October 2003		• Apollo Management, L.P.		• General Nutrition Companies, Inc.
September 2003		• TBC Corporation		• National Tire & Battery
July 2003		• Boise Cascade Corporation		• OfficeMax, Inc.
June 2003		• Bed Bath & Beyond Inc.		• Christmas Tree Shops, Inc.
June 2003		• Dollar Tree Stores, Inc.		• Greenbacks, Inc.
February 2003		• Gart Sports Company		• The Sports Authority, Inc.
May 2002		• The Blackstone Group LP		• The Columbia House Company
August 2001		• Best Buy Co., Inc.		• Future Shop, Ltd.
August 2001		• Advance Auto Parts, Inc.		• Discount Auto Parts, Inc.
June 2001		• Tweeter Home Entertainment Group, Inc.		• Sound Advice, Inc.
February 2001		• Luxottica Group S.p.A.		• Sunglass Hut International, Inc.
December 2000		• Best Buy Co., Inc.		• Musicland Stores Corporation
August 2000		• Zale Corporation		• Piercing Pagoda, Inc.
May 2000		• Barnes & Noble, Inc. (Babbage’s Etc. LLC)		• Funco, Inc.
May 2000		• Leonard Green & Partners, L.P., Texas Pacific Group		• PETCO Animal Supplies, Inc.
November 1999		• Three Cities Research, Inc.		• Garden Ridge Corporation
October 1999		• Barnes & Noble, Inc.		• Babbage’s Etc. LLC
October 1998		• Trans World Entertainment Corporation		• Camelot Music Holdings, Inc.

Implied per Share		Implied per Share
Equity Reference		Value of EB
Range for EB		Merger Consideration
$50.97 - $61.98		$	54.63

	Discounted Cash Flow Analysis

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Implied per Share		Implied per Share
Equity Reference		Value of EB
Range for EB		Merger Consideration
$90.04 - $103.43		$	54.63

	GameStop Trading Multiples Analysis

Implied

Implied

Implied Multiples for

Multiples

Multiples

Selected Companies

for EB

for GameStop

High

Low

Mean

Median

Closing Stock Price as Multiple of:

EPS

Calendar year 2005

29.7

x

14.0

x

18.0

x

16.6

x

17.1

x

15.1x

Calendar year 2006

18.3

x

12.5

x

14.6

x

14.2

x

14.8

x

12.9x

Price-to-Earnings Ratio as Multiple of:

Long-Term Earnings Growth Rate

Calendar year 2005

1.9

x

0.9

x

1.2

x

1.1

x

1.0

x

0.9x

Calendar year 2006

1.3

x

0.8

x

1.0

x

1.0

x

0.9

x

0.8x

Enterprise Value as Multiple of:

EBITDA

Latest twelve months

12.3

x

5.4

x

8.4

x

8.5

x

7.5

x

7.6x

Calendar year 2005

11.3

x

5.3

x

7.6

x

7.5

x

6.4

x

6.3x

	Pro Forma Accretion/ Dilution Analysis

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	Other Factors

	•	the relationship between movements in GameStop common stock and EB common stock;
	•	the implied per share values of the EB merger consideration based on illustrative closing prices of GameStop Class A common stock at 10% levels above and below the closing price of GameStop Class A common stock on April 14, 2005;
	•	the premiums implied for EB based on the EB merger consideration relative to the closing price of EB common stock on April 14, 2005 and on the average closing price for EB common stock over the 20-day period ended April 14, 2005; and
	•	the premiums implied for EB based on selected implied transaction multiples for EB relative to corresponding trading multiples for GameStop based on the weighted average closing price of GameStop Class A common stock and GameStop Class B common stock on April 14, 2005.

	Miscellaneous

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	Merrill Lynch, Pierce, Fenner & Smith Incorporated

	•	Reviewed certain publicly available business and financial information relating to GameStop and EB that Merrill Lynch deemed to be relevant;
	•	Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of GameStop and EB, as well as the amount and timing of the cost savings and related expenses and synergies (the Expected Synergies) expected to result from the mergers, and furnished to Merrill Lynch by each of GameStop and EB;
	•	Conducted discussions with members of senior management of GameStop and EB concerning the matters described in the first and second clauses above, as well as their respective businesses and prospects before and after giving effect to the mergers and the Expected Synergies;

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	•	Reviewed the market prices and valuation multiples for EB’s common stock and GameStop’s common stock and compared them with those of certain publicly traded companies that Merrill Lynch deemed to be relevant;
	•	Reviewed the results of operations of GameStop and EB and compared them with those of certain publicly traded companies that Merrill Lynch deemed to be relevant;
	•	Compared the proposed financial terms of the mergers with the financial terms of certain other transactions that Merrill Lynch deemed to be relevant;
	•	Participated in certain discussions and negotiations among representatives of GameStop and EB and their financial and legal advisors;
	•	Reviewed the potential pro forma impact of the mergers;
	•	Reviewed an April 17, 2005 draft of the merger agreement;
	•	Reviewed an April 17, 2005 draft of the Kim Group voting agreement;
	•	Reviewed an April 16, 2005 draft of the Riggio Group voting agreement;
	•	Reviewed an April 17, 2005 form of the registration rights agreement;
	•	Reviewed an April 16, 2005 form of the non-competition agreement; and
	•	Reviewed such other financial studies and analyses and took into account such other matters as Merrill Lynch deemed necessary, including Merrill Lynch’s assessment of general economic, market and monetary conditions.

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		Price				Implied Premium
April 14, 2005		$	40.86				33.7	%
5-Day Trading Average		$	42.19				29.5	%
30-Day Trading Average		$	41.57				31.4	%
90-Day Trading Average		$	39.29				39.0	%
1-Year Trading Average		$	33.40				63.6	%
3-Year Trading Average		$	27.58				98.1	%
52-Week High		$	47.02				16.2	%
52-Week Low		$	23.60				131.5	%

	•	Barnes & Noble, Inc.
	•	Best Buy Co., Inc.
	•	Borders Group, Inc.

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	•	Circuit City Stores, Inc.
	•	Guitar Center, Inc.
	•	Petco Animal Supplies, Inc.
	•	RadioShack Corp.

	•	Blockbuster, Inc.
	•	Movie Gallery, Inc.

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Date		Target		Acquiror
3/17/2005		Toys “R” Us, Inc.		Bain, KKR and Vornado
12/2/2004		Eye Care Centers of America, Inc.		Moulin International Holdings Ltd. & Golden Gate Private Equity
11/19/2004		Hollywood Entertainment Corp.		Movie Gallery, Inc.
6/21/2004		Galyan’s Trading Company, Inc.		Dick’s Sporting Goods, Inc.
3/31/2004		InterTAN, Inc.		Circuit City Stores Inc.
7/14/2003		OfficeMax, Inc.		Boise Cascade Holdings LLC
2/20/2003		The Sports Authority, Inc.		Gart Sports Co.
8/14/2001		Future Shop Ltd.		Best Buy Co., Inc.
12/8/2000		K.B. Toys, Inc.		Bain Capital, Inc.
12/7/2000		Musicland Stores Corp.		Best Buy Co., Inc.
5/17/2000		Petco Animal Supplies, Inc.		Leonard Green & Partners/TPG
5/4/2000		Funco, Inc.		Barnes & Noble, Inc.
1/23/2000		CompUSA, Inc.		Grupo Sanborns SA de CV
1/15/2000		Micro Warehouse, Inc.		Freeman Spogli & Co.
10/28/1999		Babbage’s Etc. LLC		Barnes & Noble, Inc.

	•	Street case projections:

	•	EBITDA Multiple Method: $39.00 to $51.25 (3-Year); $41.25 to $55.00 (5-Year)
	•	Perpetuity Growth Method: $25.00 to $32.25 (3-Year); $30.00 to $39.25 (5-Year)

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	•	Management case projections:

	•	EBITDA Multiple Method: $49.00 to $65.50 (3-Year); $63.25 to $86.75 (5-Year)
	•	Perpetuity Growth Method: $33.00 to $44.00 (3-Year); $47.50 to $65.50 (5-Year)

		Street Case				Management Case
Status Quo		$	40.75 - $45.75			$	41.00 - $70.25

		Historical
Historical Time Period		Exchange Ratio
Close as of April 14, 2005			1.954	x
Average over one month			1.958
Average over three months			1.932
Average over six months			1.876
Average over one year			1.790
Average over two years			1.719
Average over three years			1.627

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			Implied per Share Value																Implied Exchange
																			Ratio								Implied Offer Price
			EB								GameStop								Low EB				High EB				Low EB				High EB
																			to High				to Low				to High				to Low
Methodology			Low				High				Low				High				GameStop				GameStop				GameStop				GameStop
Public Comparables
	2004 EBITDA		$	36.50			$	45.25			$	19.50			$	24.00				1.521	x			2.321	x		$	31.75			$	48.50
Discounted Cash Flow Analysis (3-Year)
EB Street Case/ GameStop Management Case
	Perpetuity Growth		$	25.00			$	32.25			$	15.50			$	20.50				1.220	x			2.081	x		$	25.50			$	43.50
	EBITDA Multiple			39.00				51.25				21.50				28.25				1.381				2.384				28.75				49.75
EB Management Case/ GameStop Management Case
	Perpetuity Growth		$	33.00			$	44.00			$	15.50			$	20.50				1.610	x			2.839	x		$	33.75			$	59.25
	EBITDA Multiple			49.00				65.50				21.50				28.25				1.735				3.047				36.25				63.75
Research Targets			$	44.00			$	52.00			$	25.00			$	30.00				1.467	x			2.080	x		$	30.75			$	43.50

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	Peter J. Solomon Company, L.P.

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	•	reviewed certain publicly available financial statements and other information of GameStop and EB;
	•	reviewed certain internal financial statements and other financial and operating data concerning GameStop and EB prepared by the management of GameStop and EB, respectively;
	•	reviewed certain financial projections for GameStop and EB, including certain potential benefits of the proposed business combination, prepared by the management of GameStop and EB, respectively;
	•	discussed the past and current operations, financial condition and prospects of GameStop and EB with the management of GameStop and EB, respectively;
	•	reviewed the reported prices and trading activity of EB common stock and GameStop common stock;
	•	compared the financial performance and condition of GameStop and EB and the reported prices and trading activity of EB common stock and GameStop common stock with that of certain other comparable publicly traded companies;
	•	reviewed publicly available information regarding the financial terms of certain transactions comparable, in whole or in part, to the mergers;
	•	participated in certain discussions among representatives of each of GameStop and EB;
	•	reviewed the draft merger agreement dated as of April 16, 2005 and the draft Kim Group and Riggio Group voting agreements dated as of April 17, 2005; and
	•	performed such other analyses as PJSC deemed appropriate.

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	Historical Share Price Analysis — EB

		Premium to
Time Periods Prior to April 14, 2005:		Median
7 Days Prior			28.6	%
30 Days Prior			28.9
60 Days Prior			36.3
90 Days Prior			42.2
180 Days Prior			40.7
Last 1 Year Prior			65.0
Last 3 Years Prior			101.1
Last 5 Years Prior			102.3

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	Analysis of Selected Publicly Traded Comparable Companies

			Implied Ratios
FY 2004
Enterprise Value as a Ratio of:
	Net Sales			45.0% - 60.0	%
	EBITDA			5.5x -  7.5	x
	EBIT			8.5x - 11.0	x
Equity Value as a Ratio of:
	FY 2004 Net Income			14.0x - 19.5	x
Projected Data
Equity Value as a Ratio of:
	FY 2005 Net Income			14.5x - 18.0	x
	FY 2006 Net Income			13.0x - 15.5	x

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	Analysis of Selected Comparable Transactions

Transaction		Date Announced
(i) GameStop/ Barnes & Noble			October 2004
(ii) Barnes & Noble/ Funco, Inc.			May 2000
(iii) Barnes & Noble/ Babbage’s Etc. LLC			October 1999
(iv) Highfields Capital Management, LP/ Circuit City Stores, Inc.			February 2005
(v) Movie Gallery, Inc./ Hollywood Entertainment Corporation			January 2005
(vi) Circuit City Stores, Inc./ InterTAN, Inc.			March 2004
(vii) Best Buy Co., Inc./ Musicland Stores Corporation			December 2000
(viii) Trans World Entertainment Corporation/ Camelot Music Holdings, Inc.			October 1998

FY 2004			Implied Ratios
Enterprise Value as a Ratio of:
	Net Sales			45.0% - 75.0	%
	EBITDA			6.5x - 10.5	x
	EBIT			7.5x - 14.0	x
Equity Value as a Ratio of:
	FY 2004 Net Income			12.5x - 18.0	x

	Discounted Cash Flow Analysis

	Historical Share Price Analysis — GameStop

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	Relative Contribution Analysis

	Historical Exchange Ratio Analysis

	Pro Forma Merger Analysis

	Miscellaneous

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Jeffrey W. Griffiths		President and Chief Executive Officer		$	800,000
John R. Panichello		Executive Vice President and Chief Operating Officer		$	800,000
James A. Smith		Senior Vice President and Chief Financial Officer		$	600,000
Seth P. Levy		Senior Vice President, Logistics and Chief Information Officer		$	400,000
Steven R. Morgan		Senior Vice President, President of Stores- North America		$	400,000

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Nominating

and

Corporate

Name

Audit

Compensation

Governance

Leonard Riggio

X

Stephanie Shern

X

Gerald R. Szczepanski

X

X

X

Edward A. Volkwein

X

X

X

Name		Age				Title
R. Richard Fontaine			63			Chairman of the Board and Chief Executive Officer
Daniel A. DeMatteo			57			Vice Chairman and Chief Operating Officer

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	•	a citizen or resident of the United States;
	•	a corporation created or organized under the laws of the United States or any of its political subdivisions;
	•	a trust that (1) is subject to the primary supervision of a court within the United States with respect to its administration and is subject to the control of one or more United States persons with respect to all of its substantial decisions or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person; or
	•	an estate that is subject to United States federal income tax on its income regardless of its source.

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	Exchange of EB Common Stock for a Combination of Holdco Common Stock and Cash

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	•	gain will be recognized on the exchange of EB common stock for a combination of cash and Holdco common stock pursuant to the EB merger equal to the lesser of:

	(i) the excess of the sum of the fair market value of the Holdco common stock and the amount of cash received by the U.S. holder of EB common stock in the EB merger over the U.S. holder’s adjusted tax basis in its EB common stock surrendered in the EB merger, and
	(ii) the amount of cash received by the U.S. holder in the EB merger;

	•	no loss will be recognized by a U.S. holder of EB common stock who receives a combination of cash and Holdco common stock in the EB merger;
	•	the aggregate adjusted basis of the Holdco common stock received in the EB merger will be equal to the aggregate adjusted basis of the EB common stock surrendered, reduced by the amount of cash the U.S. holder of EB common stock receives and increased by the amount of gain that the U.S. holder of EB common stock recognizes;
	•	the holding period of the Holdco common stock received in the EB merger should include the holding period of the EB common stock exchanged for such Holdco common stock; and
	•	in the case of a U.S. holder who acquired different blocks of EB common stock at different times and at different prices, any gain or loss will be determined separately with respect to each block of EB common stock, and the cash received will be allocated pro rata to each such block of stock, and such a holder should consult with its tax advisor regarding the manner in which the above rules would apply to such U.S. holder.

	Cash In Lieu of Fractional Shares

	Taxation of Capital Gain or Loss

	Backup Withholding

	•	is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or
	•	provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding and that such holder is a U.S. person (including a U.S. resident alien) and otherwise complies with applicable requirements of the backup withholding rules.

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	•	an effective registration statement under the Securities Act covering the resale of those shares;
	•	an exemption under paragraph (d) of Rule 145 under the Securities Act; or
	•	any other applicable exemption under the Securities Act.

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	•	Holdco common stock to be issued in the mergers; and
	•	Holdco common stock reserved for issuance upon exercise of GameStop stock options and Holdco stock options.

			GameStop								GameStop
			Class A								Class B								EB
			Common Stock								Common Stock								Common Stock
Fiscal Quarter			High				Low				High				Low				High				Low
For the Fiscal Year Ended January 31, 2004
	First Quarter		$	13.00				7.59				—				—				19.57				11.96
	Second Quarter		$	14.85				11.55				—				—				27.42				18.08
	Third Quarter		$	18.92				12.66				—				—				34.80				24.77
	Fourth Quarter		$	18.57				14.30				—				—				28.07				19.60
For the Fiscal Year Ended January 29, 2005
	First Quarter		$	18.65				16.29				—				—				29.94				24.87
	Second Quarter		$	18.18				14.54				—				—				28.40				23.25
	Third Quarter		$	20.23				14.87				—				—				35.37				23.50
	Fourth Quarter		$	23.50				18.68				24.00				18.75				43.75				33.74
For the Fiscal Year Ending January 28, 2006
	First Quarter		$	24.61				18.60				23.41				18.80				56.80				34.51
	Second Quarter (through July 7, 2005)		$	34.30				24.62				31.80				23.30				64.71				55.54

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	Electronics Boutique Holdings Corp.
	Attn: Secretary
	931 South Matlack Street
	West Chester, Pennsylvania 19382

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	•	First, except for the parties themselves, under the terms of the merger agreement only certain other specifically identified persons are third-party beneficiaries of the merger agreement who may enforce it and rely on its terms. As GameStop and EB stockholders, you are not third-party beneficiaries of the merger agreement and therefore may not directly enforce or rely upon its terms and conditions.
	•	Second, the representations and warranties are qualified in their entirety by schedules each of us prepared and delivered to the other immediately prior to signing the merger agreement.
	•	Third, all of the representations and warranties that deal with the business and operations of GameStop and EB are qualified to the extent that any inaccuracy would not reasonably be expected to have or result in, individually or in the aggregate, a material adverse effect on the party making the representation and warranty.

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	•	Fourth, none of the representations or warranties will survive the closing of the mergers and they will therefore have no legal effect among the parties to the merger agreement after the closing, nor will the parties be able to assert the inaccuracy of the representations and warranties as a basis for refusing to close unless all such inaccuracies would reasonably be expected to have or result in, individually or in the aggregate, a material adverse effect on the party that made the representations and warranties. Otherwise, for purposes of the merger agreement, the representations and warranties will be deemed to have been sufficiently accurate to require a closing.

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	•	the merger agreement has been adopted by the affirmative vote of the holders of a majority of the outstanding shares of EB common stock;
	•	the merger agreement and the transactions contemplated thereby, including the GameStop merger and the amendment to GameStop’s certificate of incorporation to provide for the payment of the GameStop merger consideration as contemplated by the merger agreement and the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under such plan has been adopted by the affirmative vote of a majority of the outstanding shares of GameStop Class A common stock, voting as a single class, and the affirmative vote of a majority of the GameStop Class A common stock and GameStop Class B common stock, voting together as a single class;
	•	no restraining order or injunction prohibiting completion of the mergers is in effect and completion of the mergers is not illegal under any applicable law;
	•	the registration statement covering the Holdco shares to be issued in the mergers has been declared effective by the SEC and is not subject to any stop order or proceedings seeking a stop order;
	•	all regulatory approvals necessary for the completion of the mergers have been obtained under the HSR Act and all other applicable competition laws;
	•	the shares of Holdco common stock to be issued in the mergers have been authorized for listing on the NYSE; and
	•	Bryan Cave LLP or another law firm selected by GameStop shall have delivered to Barnes & Noble a tax opinion as required by the Separation Agreement between GameStop and Barnes & Noble.

	•	truth and correctness of the representations and warranties of the other party, generally subject to any exceptions that do not have, and would not reasonably be expected to have, a material adverse effect on the other party or, with respect to EB’s obligation to complete the mergers, on GameStop or Holdco after the mergers;
	•	the other party’s performance in all material respects of all obligations that are required by the merger agreement to be performed on or prior to the closing date;
	•	each party shall have received from the other party customary officer’s certificates;
	•	Holdco shall have received an executed non-competition agreement from James J. Kim;
	•	there shall not have occurred any change in the financial condition, business or operations of the other party or its subsidiaries, taken as a whole, that would have or would reasonably be likely to have a material adverse effect on such party; and
	•	each of GameStop’s and EB’s receipt of an opinion from its counsel to the effect that the exchange of EB common stock and GameStop common stock for Holdco common stock pursuant to the

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		mergers, taken together, will be treated for federal income tax purposes as a transaction described in Section 351 and/or Section 368 of the Code.

	•	the economy or financial markets in general, except for such changes or events that disproportionately affect one party relative to the other participants in the industries in which such party operates;
	•	product shortages and delays in product introductions consistent with those that occurred in 2004, except for such changes or events that disproportionately affect one party relative to the other participants in the industries in which such party operates;
	•	negotiation and entry into the merger agreement, the announcement of the merger agreement or the undertaking of the obligations contemplated by the merger agreement or necessary to consummate the transactions contemplated by the merger agreement (including adverse effects on results of operations attributable to the uncertainties associated with the period between the date hereof and the closing date);
	•	fluctuation in the party’s stock price;
	•	the effect of incurring and paying expenses in connection with negotiating, entering into, performing and consummating the transactions contemplated by the merger agreement; and
	•	changes in GAAP after the date of the merger agreement.

	•	direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or the assets of EB and its subsidiaries, taken as a whole;
	•	direct or indirect acquisition or purchase of 50% or more of the combined voting power of EB;
	•	any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of the combined voting power of EB; or
	•	any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving EB, other than the transactions contemplated by the merger agreement.

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	•	solicit, initiate or knowingly encourage or facilitate the making of a company takeover proposal;
	•	approve or recommend, or propose to approve or recommend, or enter into any agreement, arrangement or understanding with respect to any company takeover proposal; or
	•	other than informing persons of the existence of the non-solicitation provision, participate in any discussions or negotiations regarding, or furnish or disclose to any person (other than to each other) any non-public information with respect to EB in connection with any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any company takeover proposal.

	•	furnish information with respect to EB to the person making the company takeover proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive of the person than the existing confidentiality agreement between GameStop and EB, provided that all the information is, in substance, simultaneously provided to each other; and
	•	participate in discussions or negotiations with the person making the company takeover proposal (and its representatives) regarding the company takeover proposal.

	•	would be more favorable from a financial point of view to the stockholders of EB than the transactions contemplated by the merger agreement (including any adjustment to the terms and conditions proposed by GameStop in response to such company takeover proposal);
	•	for which financing, to the extent required, is then committed or may reasonably be expected to be committed; and
	•	is reasonably likely to receive all required governmental approvals.

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	•	direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or the assets of GameStop and its subsidiaries, taken as a whole;
	•	direct or indirect acquisition or purchase of 50% or more of the combined voting power of GameStop;
	•	any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of the combined voting power of GameStop; or
	•	any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving GameStop, other than the transactions contemplated by the merger agreement.

	•	solicit, initiate or knowingly encourage or facilitate the making of a GameStop takeover proposal;
	•	approve or recommend, or propose to approve or recommend, or enter into any agreement, arrangement or understanding with respect to any GameStop takeover proposal; or
	•	other than informing persons of the existence of the non-solicitation provision, participate in any discussions or negotiations regarding, or furnish or disclose to any person (other than to each other) any non-public information with respect to GameStop in connection with any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any GameStop takeover proposal.

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	•	furnish information with respect to GameStop to the person making the GameStop takeover proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive of the person than the existing confidentiality agreement between GameStop and EB, provided that all the information is, in substance, simultaneously provided to each other; and
	•	participate in discussions or negotiations with the person making the GameStop takeover proposal (and its representatives) regarding the GameStop takeover proposal.

	•	would be more favorable from a financial point of view to the GameStop stockholders than the transactions contemplated by the merger agreement (including any adjustment to the terms and conditions proposed by EB in response to such GameStop takeover proposal);
	•	for which financing, to the extent required, is then committed or may reasonably be expected to be committed; and
	•	is reasonably likely to receive all required governmental approvals.

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	•	by mutual consent;
	•	by either party, if the mergers have not been completed by October 31, 2005, provided that if the only condition to closing that has not been satisfied or waived is that (i) there is an order or injunction of a governmental entity that prohibits the mergers or (ii) the parties have yet to receive antitrust approval, then such date will be extended to December 31, 2005 or January 31, 2006 (under certain additional circumstances);
	•	by either party, if the mergers are not approved by EB’s stockholders or GameStop’s stockholders;
	•	by either party, if any governmental entity issues an order or injunction permanently prohibiting the mergers;
	•	by GameStop, if EB has breached or failed to perform its obligations under the merger agreement;
	•	by GameStop, if the EB board of directors makes a company adverse recommendation change;
	•	by GameStop, if prior to the receipt of the approval of the GameStop stockholders, GameStop receives a GameStop superior proposal and the GameStop board of directors makes a GameStop adverse recommendation change;
	•	by EB, if GameStop or Holdco has breached or failed to perform its obligations under the merger agreement;
	•	by EB, if the GameStop board of directors makes a GameStop adverse recommendation change; or
	•	by EB, if prior to the receipt of the approval of EB’s stockholders, EB receives a company superior proposal and the EB board of directors makes a company adverse recommendation change.

	•	if GameStop terminates the merger agreement after EB’s board of directors makes a company adverse recommendation change, provided that such company adverse recommendation change was not solely due to a material adverse effect on GameStop;
	•	if EB terminates the merger agreement after EB receives a company superior proposal and the EB board of directors makes a company adverse recommendation change;
	•	if the merger agreement is terminated by GameStop or EB as a result of the conditions to the parties’ obligations not being satisfied by October 31, 2005 or because the EB stockholders have not approved the merger agreement (and GameStop is not in breach of the merger agreement) and EB consummates within twelve months of termination a company takeover proposal that was publicly announced at the time of termination and not withdrawn; or
	•	if the merger agreement is terminated by GameStop because EB has breached or failed to perform its obligations under the merger agreement and EB consummates within twelve months of termination a company takeover proposal that was publicly announced at the time of termination and not withdrawn.

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	•	if EB terminates the merger agreement after GameStop’s board of directors makes a GameStop adverse recommendation change, provided that such GameStop adverse recommendation change was not solely due to a material adverse effect on EB;
	•	if GameStop terminates the merger agreement after GameStop receives a GameStop superior proposal and the GameStop board of directors makes a GameStop adverse recommendation change;
	•	if the merger agreement is terminated by GameStop or EB as a result of the conditions to the parties’ obligations not being satisfied by October 31, 2005 or because the GameStop stockholders have not approved the merger agreement (and EB is not in breach of the merger agreement) and GameStop consummates within twelve months of termination a GameStop takeover proposal that was publicly announced at the time of termination and not withdrawn; or
	•	if the merger agreement is terminated by EB because GameStop has breached or failed to perform its obligations under the merger agreement and GameStop consummates within twelve months of termination a GameStop takeover proposal that was publicly announced at the time of termination and not withdrawn.

	•	issue, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class of the party or its subsidiaries, other than issuances pursuant to the exercise of stock options outstanding on the date hereof or pursuant to any employee stock purchase plans;
	•	directly or indirectly, split, combine or reclassify the outstanding shares of capital stock of the party, or any outstanding capital stock of any of the subsidiaries of the party, or redeem, purchase or otherwise acquire directly or indirectly any of its capital stock;
	•	declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock;
	•	amend its certificate of incorporation or bylaws (or other comparable organizational documents);
	•	sell, lease, license, mortgage or otherwise encumber or subject to any lien (other than permitted liens) or otherwise dispose of any of its material properties or material assets;
	•	incur any long-term indebtedness or short-term indebtedness other than indebtedness incurred in the ordinary course of business or under lines of credit existing on the date of the merger agreement;
	•	other than in the ordinary course of business and consistent with past practice, (A) grant any increase in the compensation or benefits payable to any current or former director, officer, employee

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		or consultant of the party or any of its subsidiaries, (B) adopt, enter into, amend or otherwise increase, reprice or accelerate the payment or vesting of the amounts payable under any benefit plan, (C) enter into or amend any employment, bonus, severance, change in control, retention agreement or any similar agreement or any collective bargaining agreement or, grant any severance, bonus, termination, or retention pay to any officer, director, consultant or employee of the party or any of its subsidiaries, or (D) pay or award any pension, retirement, allowance or other non-equity incentive awards, or other employee or director benefit not required by any outstanding benefit plan;
	•	enter into any transaction, agreement, arrangement or understanding between (A) the party or any of its subsidiaries, on the one hand, and (B) any affiliate of the party (other than any subsidiary of the party), on the other hand;
	•	take any action to cause the common stock of the party to cease to be listed on the NYSE or NASDAQ National Market, as applicable;
	•	take any action that would make any representation or warranty contained in the merger agreement inaccurate in any respect;
	•	change the accounting methods or principles used by it unless required by GAAP (or, if applicable with respect to foreign subsidiaries, the relevant foreign generally accepted accounting principles) or any governmental entity;
	•	acquire by merging or consolidating with, by purchasing any equity interest in or any assets of, or by any other manner, any significant business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets, in each case for a total purchase price in excess of $35,000,000, except for the purchase of assets from suppliers or vendors in the ordinary course of business;
	•	except in the ordinary course of business, make or rescind any material express or deemed election, or settle or compromise any material claim or action, relating to taxes, or change any of its methods of accounting or of reporting income or deductions for tax purposes in any material respect;
	•	satisfy any material claims or liabilities, other than in the ordinary course of business or in accordance with their terms;
	•	make any loans, advances or capital contributions to, or investments in, any other person in excess of $5,000,000 in the aggregate, except for (A) loans, advances, capital contributions or investments between any subsidiary of the party and the party or another subsidiary of the party or (B) employee advances for expenses in the ordinary course of business;
	•	other than in the ordinary course of business, (A) terminate or adversely modify or amend any contract having a duration of more than one year and total payment obligations of the party in excess of $5,000,000 (other than (1) contracts terminable within one year or (2) the renewal, on substantially similar terms, of any contract existing on the date of the merger agreement), (B) waive, release, relinquish or assign any right or claim of material value to the party, or (C) cancel or forgive any material indebtedness owed to the party or any of its subsidiaries; or
	•	authorize, commit or agree to take any of the foregoing actions.

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	•	obtaining all necessary actions or nonactions, waivers, consents and approvals from governmental entities and making all necessary registrations and filings and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity;
	•	execution and delivery of any additional instruments necessary to consummate the transactions contemplated by the merger agreement;
	•	obtaining all necessary consents, approvals or waivers from third parties;
	•	avoidance or the negotiated settlement of each and every impediment under antitrust and competition laws that may be asserted by any governmental entity; and
	•	in the event each and every impediment described above can not be avoided, then the defense of lawsuits challenging the mergers.

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	•	extend the time for the performance of any of the obligations or other acts provided for in the merger agreement;
	•	waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered pursuant to the merger agreement; and
	•	waive compliance with any of the agreements or conditions contained in the merger agreement.

	•	any filing fees required to be paid by GameStop or EB under the HSR Act or similar foreign laws shall be shared equally by GameStop and EB; and
	•	all expenses and fees incurred in connection with the filing, printing and mailing of this joint proxy statement-prospectus and the registration statement of which it is a part will be shared equally by GameStop and EB.

	•	corporate organization and similar corporate matters;
	•	subsidiaries;
	•	capital structure;
	•	authorization of the merger agreement and absence of conflicts;
	•	no consents or approvals required except GameStop and EB stockholder approvals, SEC approval, the filing of the joint proxy statement-prospectus, Exchange Act reports, certificates of merger and antitrust filings;
	•	documents filed with the SEC, financial statements included in those documents, regulatory reports filed with governmental entities and absence of material undisclosed liabilities;
	•	information supplied in connection with this joint proxy statement-prospectus and the registration statement of which it is a part;
	•	absence of certain changes or events;
	•	compliance with applicable laws and reporting requirements;
	•	taxes;
	•	transactions with affiliates;
	•	the GameStop and EB stockholder votes required to adopt the merger agreement;
	•	board approval and applicable state takeover laws;
	•	brokers and finders;

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	•	opinions of financial advisors; and
	•	no negotiations.

	•	employee benefits;
	•	material agreements;
	•	ownership of properties;
	•	intellectual property; and
	•	environmental matters.

	•	financing;
	•	business of Holdco, Cowboy Subsidiary LLC and Eagle Subsidiary LLC; and
	•	separation agreement with Barnes & Noble.

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	•	execution of definitive documentation for the respective financings on terms satisfactory to the financing sources;
	•	the absence of any change, effect, event, occurrence or state of facts that is materially adverse to the business, financial condition, or results of operations of EB, subject to certain exceptions; and
	•	other customary conditions, including obtaining requisite material consents and approvals.

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						Director
Name		Age				Since				Position with GameStop
R. Richard Fontaine			63				2001			Chairman of the Board, Chief Executive Officer and Director
Daniel A. DeMatteo			57				2002			Vice Chairman, Chief Operating Officer and Director
Michael N. Rosen			64				2001			Secretary and Director
Leonard Riggio(1)			64				2001			Director
Stephanie M. Shern(2)			57				2002			Director
Gerald R. Szczepanski(3)			57				2002			Director
Edward A. Volkwein(3)			63				2002			Director

(1)	Member of Nominating and Corporate Governance Committee
(2)	Member of Audit Committee
(3)	Member of Compensation Committee, Audit Committee and Nominating and Corporate Governance Committee

	Nominees for Election as Director

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	Other Directors Whose Terms of Office Continue After the GameStop Annual Meeting

	Meetings and Committees of the GameStop Board

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	Minimum Qualification

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	Nominating Process

	Consideration of GameStop Stockholder-Nominated Directors

	Corporate Governance

	Code of Business Conduct and Ethics

	Code of Ethics for Senior Financial Officers

	Corporate Governance Guidelines

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	Communications Between GameStop Stockholders and the GameStop Board of Directors

	Attendance at GameStop Annual Meetings

	Compensation of Directors

	Executive Officers

Name		Age				Position
R. Richard Fontaine			63			Chairman of the Board and Chief Executive Officer
Daniel A. DeMatteo			57			Vice Chairman and Chief Operating Officer
Joseph DePinto			42			President
David W. Carlson			42			Executive Vice President and Chief Financial Officer
Ronald Freeman			57			Executive Vice President of Distribution

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			Shares Beneficially Owned
			Class A								Class B
			Common Stock(1)								Common Stock
Name			Shares				%				Shares				%
FMR Corp.				4,676,893	(2)			21.4				—				—
	82 Devonshire Street Boston, MA 02109
Wellington Management Company, LLP				2,907,800	(2)			13.3				—				—
	75 State Street Boston, MA 02109
Franklin Resources, Inc.				1,718,370	(2)			7.9				—				—
	One Franklin Parkway San Mateo, CA 94403
LSV Asset Management				—				—				1,586,626	(2)			5.3
	1 N. Wacker Drive Suite 4000, Chicago, IL 60606
R. Richard Fontaine				961,600	(3)			4.2				—				—
Daniel A. DeMatteo				961,500	(4)			4.2				—				—
Joseph DePinto				—				—				—				—
David W. Carlson				606,000	(4)			2.7				—				—
Ronald Freeman				—				*				—				—
Michael N. Rosen				10,000	(4)			*				4,248	(5)			*
Leonard Riggio				4,500,000	(4)			17.1				5,559,648	(6)			18.6
Stephanie Shern				16,000	(7)			*				—				—
Gerald R. Szczepanski				25,000	(7)			*				—				—
Edward A. Volkwein				16,000	(8)			*				—				—
All directors and executive officers as a group (10 persons)				7,096,100	(9)			24.5				5,563,896				18.6

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*	Less than 1.0%
(1)	Shares of GameStop Class A common stock that an individual or group has a right to acquire within 60 days after June 24, 2005 pursuant to the exercise of options, warrants or other rights are deemed to be outstanding for the purpose of computing the beneficial ownership of shares and percentage of such individual or group, but are not deemed to be outstanding for the purpose of computing the beneficial ownership of shares and percentage of any other person or group shown in the table.
(2)	Information compiled from Schedule 13G filings.
(3)	Of these shares, 961,500 are issuable upon exercise of stock options.
(4)	All of these shares are issuable upon exercise of stock options.
(5)	These shares are owned by Mr. Rosen’s wife.
(6)	Of these shares, Mr. Riggio is the direct beneficial owner of 3,475,077 shares of GameStop Class B common stock. Mr. Riggio is the indirect beneficial owner of 1,126,913 shares of GameStop Class B common stock owned by Barnes & Noble College Booksellers, Inc., a New York corporation, of which Mr. Riggio owns all of the currently outstanding voting securities. As co-trustee of The Riggio Foundation, a charitable trust, Mr. Riggio is the indirect beneficial owner of 654,946 shares of GameStop Class B common stock owned by The Riggio Foundation. Also included are 302,712 shares of GameStop Class B common stock held in a rabbi trust established by Barnes & Noble for the benefit of Mr. Riggio pursuant to a deferred compensation arrangement, but over which Mr. Riggio has no voting power.
(7)	Of these shares, 15,000 are issuable upon exercise of stock options.
(8)	Of these shares, 15,000 are issuable upon exercise of stock options. Of the remaining 1,000 shares, 500 shares are owned by Mr. Volkwein’s wife, and 250 shares each are owned by Mr. Volkwein’s two children.
(9)	Of these shares, 7,084,000 are issuable upon exercise of stock options.

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															Long-Term
															Compensation
															Awards
															Securities
															Underlying
							Annual Compensation(1)								GameStop
			GameStop												Options				All Other
Name and Principal Position			Fiscal Year				Salary ($)				Bonus ($)				(Shs.)				Compensation ($)(2)
R. Richard Fontaine				2004			$	566,153			$	598,500				150,000	(4)		$	13,031
	Chairman of the Board and			2003				518,462				650,000				141,000	(5)			10,600
	Chief Executive Officer			2002				493,873				468,750				63,000	(6)			10,271
Daniel A. DeMatteo				2004				466,646				493,500				150,000	(4)			9,065
	Vice Chairman and Chief			2003				425,138				533,000				141,000	(5)			7,126
	Operating Officer			2002				405,150				384,375				63,000	(6)			6,995
David W. Carlson				2004				273,077				144,375				75,000	(4)			9,539
	Executive Vice President,			2003				248,077				175,000				75,000	(5)			8,173
	Chief Financial Officer			2002				223,077				118,125				45,000	(6)			7,514
	and Assistant Secretary
Ronald Freeman(3)				2004				249,039				93,750				66,000	(4)			8,973
	Executive Vice President			2003				198,077				80,000				66,000	(5)			7,491
	of Distribution			2002				174,038				39,375				9,000	(6)			6,421

(1)	None of the perquisites or other benefits paid to each named executive officer exceeded the lesser of $50,000 or 10% of the total annual salary and bonus received by each named executive officer.
(2)	Consists of contributions under GameStop’s 401(k) plan.
(3)	Mr. Freeman was appointed as Executive Vice President in January 2004. The amounts presented above for periods prior to 2004 reflect compensation while he served as GameStop’s Vice President of Distribution and Logistics.
(4)	Reflects options granted on March 11, 2005, based on performance for the fiscal year ended January 29, 2005.
(5)	Reflects options granted on March 2, 2004, based on performance for the fiscal year ended January 31, 2004.
(6)	Reflects options granted on March 26, 2003, based on performance for the fiscal year ended February 1, 2003.

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	Grants of Stock Options in Last Fiscal Year

		Individual Grants
						% of																Potential Realizable Value
		Number of				Total																at Assumed Annual Rates of
		Securities				Options				Exercise				Market								Stock Price Appreciation for
		Underlying				Granted				or Base				Price on								Option Term
		Options				in Fiscal				Price				Date of				Expiration
		Granted				Year				($/Shs.)				Grant				Date				5% ($)				10% ($)
R. Richard Fontaine GameStop Class A common stock			150,000				7.1	%		$	20.25			$	20.25				3/10/15			$	1,910,000			$	4,841,000
Daniel A. DeMatteo GameStop Class A common stock			150,000				7.1	%		$	20.25			$	20.25				3/10/15			$	1,910,000			$	4,841,000
David W. Carlson GameStop Class A common stock			75,000				3.6	%		$	20.25			$	20.25				3/10/15			$	955,000			$	2,420,000
Ronald Freeman GameStop Class A common stock			66,000				3.1	%		$	20.25			$	20.25				3/10/15			$	841,000			$	2,130,000

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	Fiscal Year End Option Value

		Aggregated Option/SAR Exercises in Last Fiscal Year
		and Fiscal Year End Option/SAR Values
										Number of Securities								Value of Unexercised
										Underlying Unexercised								In-the-Money
		Shares								Options at Fiscal Year End								Options at Fiscal Year End
		Acquired on				Value
		Exercise				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
										(Shs.)								($)
R. Richard Fontaine GameStop Class A common stock			—			$	—				673,500				403,000			$	3,744,500			$	502,500
Daniel A. DeMatteo GameStop Class A common stock			—				—				673,500				403,000				3,744,500				502,500
David W. Carlson GameStop Class A common stock			—				—				449,000				222,000				3,347,000				321,000
Ronald Freeman GameStop Class A common stock			59,250				81,105				34,000				89,000				27,200				70,750

Number of Securities

Remaining Available

for Future Issuance

Number of Securities

Under Equity

to be Issued

Weighted-Average

Compensation Plans

Upon Exercise of

Exercise Price of

(Excluding Securities

Outstanding Options,

Outstanding Options,

Reflected in

Warrants and Rights

Warrants and Rights

Column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

11,406,000

$

10.86

5,168,000

Equity compensation plans not approved by security holders

0

not applicable

0

Total

11,406,000

$

10.86

5,168,000

	Employment Agreements

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	1. The pay and benefits provided by GameStop to its executive officers should be competitive and allow GameStop to attract and retain individuals whose skills are critical to the long-term success of GameStop.
	2. The compensation offered by GameStop should reward and motivate individual and team performance in attaining business objectives and maximizing stockholder value.
	3. Compensation awards should be based on the fundamental principle of aligning the long-term interests of GameStop’s employees with those of GameStop’s stockholders.

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		Then the Percentage of the
If the Fiscal Year Results were:		Target Bonus Received is:
Less than 85% of Target			None
85% or more but less than 90% of Target			50	%
90% or more but less than 100% of Target			75	%
100% or more but less than 110% of Target			100	%
110% or more but less than 125% of Target			110	%
125% or more of Target			125	%

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	GameStop Compensation Committee
	Gerald R. Szczepanski, Chair
	Edward A. Volkwein

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			February 12, 2002					February 1, 2003					January 31, 2004					January 29, 2005
GameStop’s Class A common stock			$	100.00				$	47.22				$	92.22				$	104.44
EB			$	100.00				$	37.50				$	68.51				$	93.51
S&P 500			$	100.00				$	71.84				$	97.12				$	105.77
Dow Jones Specialty Retailers			$	100.00				$	111.80				$	119.11				$	103.66

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			November 12, 2004					January 28, 2005
GameStop’s Class B common stock			$	100.00				$	78.13
EB			$	100.00				$	84.48
S&P 500			$	100.00				$	96.07
Dow Jones Specialty Retailers			$	100.00				$	98.92

	Agreements With Barnes & Noble

	Separation Agreement

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	•	until two years after the spin-off, entering into or permitting any transaction or series of transactions which would result in a person or persons acquiring or having the right to acquire shares of GameStop’s capital stock that would comprise 50% or more of either the value of all outstanding shares of GameStop’s capital stock or the total combined voting power of GameStop’s outstanding voting stock; and
	•	until two years after the spin-off, liquidating, disposing of, or otherwise discontinuing the conduct of any portion of GameStop’s active trade or business.

	Insurance Agreement

	Operating Agreement

	•	by mutual agreement of GameStop and Barnes & Noble;
	•	automatically, in the event that GameStop no longer operates any department within Barnes & Noble’s stores;
	•	by GameStop or Barnes & Noble, with respect to any department, upon not less than 30 days prior notice;
	•	by Barnes & Noble because of an uncured default by GameStop;

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	•	automatically, with respect to any department, if the applicable store lease in which GameStop operates that department expires or is terminated prior to its expiration date; or
	•	automatically, in the event of the bankruptcy or a change in control of either GameStop or Barnes & Noble.

	Tax Disaffiliation Agreement

	Other Transactions and Relationships

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	•	its review of GameStop’s audited consolidated financial statements;
	•	its review of the unaudited interim financial statements prepared each quarter since the formation of the GameStop Audit Committee in September 2002;
	•	its review of GameStop’s disclosure committee practices in accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002;
	•	its discussions with management regarding the audited consolidated financial statements;
	•	its discussions with management regarding the critical accounting policies on which the financial statements are based, as well as its evaluation of alternative treatments;
	•	its receipt of management representations that GameStop’s financial statements were prepared in accordance with generally accepted accounting principles;
	•	its discussions with outside legal counsel regarding contingent liabilities;
	•	its receipt of written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1; and
	•	its discussions with the independent auditors regarding their independence, the audited consolidated financial statements, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended, and other matters.

	GameStop Audit Committee
	Stephanie M. Shern, Chair
	Gerald R. Szczepanski
	Edward A. Volkwein

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	•	specialty store focus in strip centers and malls;
	•	ability to stock sought-after new releases;
	•	wide variety of pre-played titles;
	•	acceptance of trade-ins of pre-played products towards new purchases;
	•	breadth of product selection; and
	•	knowledgeable sales associates.

	Nominees for Election as Directors

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	Attendance at Meetings

	Committees of the EB Board of Directors

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	Compensation of EB Board of Directors

	Communicating with the EB Board of Directors

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	Executive Officers

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	Executive Compensation

															Long-Term
															Compensation
							Annual Compensation								Securities
			EB												Underlying				All Other
Name and Title			Fiscal Year				Salary				Bonus(1)				Options (#)				Compensation
Jeffrey W. Griffiths				2005			$	531,135			$	390,000				30,000			$	28,808	(2)
	President, Chief Executive Officer			2004			$	505,740			$	375,000				50,000			$	26,519	(2)
	and Director			2003			$	449,125			$	337,500				50,000			$	24,019	(2)
Seth P. Levy				2005			$	265,769			$	130,000				8,400			$	17,422	(2)
	Senior Vice President			2004			$	254,655			$	125,000				14,000			$	14,193	(2)
	Logistics, Chief Information Officer			2003			$	231,572			$	115,000				14,000			$	26,043	(2)
	and President — EB Games Online
Steven R. Morgan				2005			$	305,089			$	150,800				8,400			$	2,000	(2)
	Senior Vice President,			2004			$	306,246			$	145,000				14,000			$	2,000	(2)
	President of Stores — North America			2003			$	270,899			$	135,000				14,000			$	147,555	(3)
	and President of EB Canada Inc.
John R. Panichello				2005			$	380,056			$	243,360				18,000			$	29,152	(2)
	Executive Vice President and			2004			$	363,110			$	234,000				30,000			$	24,178	(2)
	Chief Operating Officer			2003			$	330,739			$	214,500				30,000			$	19,736	(2)
James A. Smith				2005			$	269,380			$	130,000				8,400			$	20,524	(2)
	Senior Vice President, Chief			2004			$	255,670			$	125,000				14,000			$	17,076	(2)
	Financial Officer and Secretary			2003			$	231,103			$	115,000				14,000			$	14,014	(2)

(1)	Amounts have been listed for the year earned although actually paid in the following fiscal year or deferred at the executive’s election until a subsequent fiscal year.
(2)	Consists of EB’s matching contribution pursuant to its executive salary deferral plan and 401(k) defined contribution plan.
(3)	Mr. Morgan was reimbursed for expenses related to his relocation to the West Chester, Pennsylvania area.

	EB Fiscal 2005 Stock Option Grants

																		Potential Realizable Value
						% of Total												at Assumed Annual Rates
		Number of				Options												of Stock Price Appreciation
		Securities				Granted to												for Option Term
		Underlying				Employees in				Exercise				Expiration
Name		Options Granted				Fiscal Year				Price				Date				5%				10%
Jeffrey W. Griffiths			30,000				11.0%			$	29.20				4/09/14			$	550,912			$	1,396,118
Seth P. Levy			8,400				3.1%			$	29.20				4/09/14			$	154,255			$	390,913
Steven R. Morgan			8,400				3.1%			$	29.20				4/09/14			$	154,255			$	390,913
John R. Panichello			18,000				6.6%			$	29.20				4/09/14			$	330,547			$	837,671
James A. Smith			8,400				3.1%			$	29.20				4/09/14			$	154,255			$	390,913

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										Number of
										Securities Underlying				Value of Unexercised
		Shares								Unexercised Options at				In-the-Money Options at
		Acquired on				Value				Fiscal Year-End (#)				Fiscal Year-End ($)
Name		Exercise (#)				Realized ($)(1)				Exercisable/Unexercisable				Exercisable/Unexercisable(2)
Jeffrey W. Griffiths			160,000			$	3,277,196				126,574/80,000			$	1,656,151/$807,300
Seth P. Levy			88,810			$	2,103,087				24,333/22,400			$	242,105/$226,038
Steven R. Morgan			74,001			$	1,604,588				0/22,399			$	0/$226,036
John R. Panichello			160,000			$	4,010,072				123,571/48,000			$	1,774,054/$484,380
James A. Smith			32,143			$	713,124				46,500/22,400			$	631,588/$226,044

(1)	Values are reported before the payment of any commissions or taxes associated with the exercise of the options or the subsequent sale of the underlying common stock.
(2)	In-the-money options are options having a per share exercise price below the closing price of shares of EB common stock on The NASDAQ Stock Market on January 28, 2005 (the last trading day of EB fiscal 2005).

Number of Securities

Remaining Available

for Future Issuance

Number of Securities

Under Equity

to be Issued

Weighted-Average

Compensation Plans

Upon Exercise of

Exercise Price of

(Excluding Securities

Outstanding Options,

Outstanding Options,

Reflected in

Warrants and Rights

Warrants and Rights

Column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

1,401,115

$

22.92

1,812,875

Equity compensation plans not approved by security holders

—

—

—

Total

1,401,115

$

22.92

1,812,875

	Employment Agreements, Termination of Employment and Change in Control Arrangements

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	Overview of EB’s Executive Compensation Policies and Practices

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	Industry Data

	Base Salary

Sales		EB’s prior fiscal year sales volume is an important factor when evaluating base salary increases. Increased sales volume indicates that the executives have ensured that products are in EB’s stores at the proper time, stores are staffed with knowledgeable sales people, and customers are satisfied with EB’s products and services.
Forecasted Sales		Evaluation of industry forecasts for the retail industry, what new products will be introduced into the market and the overall economic outlook for the country are all important factors regarding EB’s anticipated profitability and, therefore, compensation levels.
Growth		EB’s growth is evaluated, in both absolute terms and as compared to planned rates of growth, based on several determinants, as follows:
		• Number of stores
		• Comparable store sales
		• Overall sales volume
		• Market share
		• Net income
		• Planned vs. actual growth rates
Net Profit Goals		These include an evaluation of store profit and loss, expenses associated with the management of the stores and support from the home office and distribution center.

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	Bonus

	Stock Based Incentive Awards

	CEO Compensation

		Percentage
		Change
		from EB
Performance Indicator		Fiscal 2004
Net sales			+24.9%
Number of stores			+29.4%
Comparable store sales			+3.1%
Net income			+14.3%

	Tax Deductibility; Other

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	Conclusion

	Respectfully submitted,
	Dean S. Adler
	Louis J. Siana

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						INDEXED RETURNS
			Base Period			Fiscal Years Ended
			Jan. 29, 2000			Feb. 3, 2001			Feb. 2, 2002			Feb. 1, 2003			Jan. 31, 2004			Jan. 29, 2005
ELECTRONICS BOUTIQUE HOLDINGS CORP.			100			115.65			226.38			84.27			153.95			210.14
S&P 500 INDEX			100			97.37			82.07			63.97			86.08			90.68
S&P 500 SPECIALTY RETAIL INDEX			100			91.10			99.20			61.47			94.36			105.55

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			Shares Beneficially
			Owned(3)
Name and Address of Beneficial Owner(1)(2)			Number				Percentage
EB Nevada Inc.(4)				11,569,100				45.6	%
	2215-B Renaissance Drive, Suite 5 Las Vegas, Nevada 89119
Wellington Management Company, LLP(5)				2,466,986				9.7	%
	75 State Street Boston, Massachusetts 02109
James J. and Agnes C. Kim(4)(6)				11,829,995				46.1	%
Dean S. Adler				5,000				*
Susan Y. Kim(4)(6)				11,584,114				45.6	%
Louis J. Siana				5,000				*
Alfred J. Stein				3,334				*
Stanley Steinberg				5,000				*
Jeffrey W. Griffiths				0				*
Seth P. Levy				0				*
Steven R. Morgan				0				*
John R. Panichello(4)(6)				11,584,114				45.6	%
James A. Smith				0				*
All directors and executive officers as a group (11 persons)(7)				294,423				1.1	%

*	Less than 1.0%
(1)	Unless otherwise noted, EB believes that all persons named in the above table have sole voting and investment power with respect to the shares beneficially owned by them.
(2)	Unless otherwise noted, the address for all beneficial owners is 931 South Matlack Street, West Chester, Pennsylvania 19382.
(3)	As of June 27, 2005, there were 25,364,335 shares of EB common stock issued and outstanding. For purposes of this table, a person is deemed to be the “beneficial owner” of any shares that such person has the right to acquire within 60 days, including upon the exercise of stock options. For purposes of computing the percentage of outstanding shares held by each person named above on a given date, any security that such person has the right to acquire within 60 days is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
(4)	EB Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique, Inc., all of the outstanding capital stock of which is owned by James J. Kim, Agnes C. Kim, the David D. Kim Trust of December 31, 1987, the John T. Kim Trust of December 31, 1987 and the Susan Y. Kim Trust of December 31, 1987. David D. Kim is the trustee of the David D. Kim Trust, Susan Y. Kim is the trustee of the Susan Y. Kim Trust, and John T. Kim is the trustee of the John T. Kim Trust (the trustees of each trust may be deemed to be the beneficial owners of the shares held by such trust). In addition, the trust agreement for each of these trusts encourages the trustees of the trusts to vote the shares of common stock held by them, in their discretion, in concert with James J. Kim’s family. Accordingly, the trusts, together with their respective trustee and James J. and Agnes C. Kim, may

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	be considered a “group” under Section 13(d) of the Exchange Act. This group may be deemed to have beneficial ownership of the shares owned by EB Nevada Inc.
(5)	Based on a Schedule 13G filed with the SEC by Wellington Management Company, LLP (“Wellington”) on February 10, 2005, Wellington (i) shares voting power with respect to 1,927,108 of the reported shares with certain of its clients and (ii) shares dispositive power with respect to all of the reported shares with certain of its clients.
(6)	James J. Kim and Agnes C. Kim are the parents of Susan Y. Kim. John R. Panichello and Susan Y. Kim are husband and wife.
(7)	Excludes 11,569,100 shares owned by EB Nevada Inc. that may be deemed to be beneficially owned by James J. Kim, Susan Y. Kim and John R. Panichello.

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		Fiscal 2005				Fiscal 2004
Audit fees		$	1,133,000			$	430,000
Audit related fees(1)			124,000				55,000
Audit and audit related fees			1,257,000				485,000
Tax fees(2)			400,000				380,000
All other fees			—				—
Total fees		$	1,657,000			$	865,000

(1)	Audit related fees consist primarily of employee benefit plan audits and assistance with foreign statutory financial statements, financial accounting and reporting standards and consultations relating to internal controls.
(2)	Tax fees consist of tax compliance services and other consultations on miscellaneous tax matters.

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	Respectfully submitted,
	Louis J. Siana, Chairman
	Alfred J. Stein
	Stanley Steinberg

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				Historical				Historical								GSC
				GameStop				EB								Holdings
				April 30,				April 30,				Pro Forma				Corp. Pro
				2005				2005				Adjustments				Forma
				(In thousands)
ASSETS:
Current assets:
	Cash and cash equivalents			$	149,414			$	92,752			$	950,000	(b)		$	148,109
													(1,014,057	)(c)
													(23,000	)(e)
													(7,000	)(f)
	Marketable securities				—				45,225				—				45,225
	Receivables, net				10,136				17,856								27,992
	Merchandise inventories				255,122				329,650								584,772
	Prepaid expenses and other current assets				18,195				18,849								37,044
	Prepaid taxes				—				—				2,397	(a)			5,057
													2,660	(f)
	Deferred taxes				5,435				9,795				—				15,230
		Total current assets			438,302				514,127				(89,000	)			863,429
Property and equipment:
	Land				2,000				8,145				4,810	(d)			14,955
	Building and leasehold improvements				114,794				155,760				(17,860	)(d)			252,694
	Fixtures and equipment				197,887				160,955				(59,206	)(d)			299,636
	Construction in progress				—				2,429				(1,147	)(d)			1,282
					314,681				327,289				(73,403	)			568,567
	Less accumulated depreciation and amortization				133,983				153,885				(153,885	)(d)			133,983
		Net property and equipment			180,698				173,404				80,482				434,584
Investment					—				—				1,436,057	(c)
													(1,436,057	)(d)
Goodwill					320,888				16,187				(16,187	)(d)			1,316,257
													1,083,484	(d)
													(88,115	)(d)
Other intangible assets					—				—				7,633	(d)			7,633
Deferred tax asset					—				12,474								12,474
Deferred financing fees					—				—				23,000	(e)			23,000
Other noncurrent assets					2,268				6,876								9,144
		Total other assets			323,156				35,537				1,009,815				1,368,508
		Total assets		$	942,156			$	723,068			$	1,001,297			$	2,666,521
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
	Accounts payable			$	211,686			$	236,098			$				$	447,784
	Accrued liabilities				95,368				94,150				15,800	(a)			205,318
	Note payable, current portion				12,173				—								12,173
	Accrued income taxes payable				1,497				2,110				(3,607	)(a)			—
		Total current liabilities			320,724				332,358				12,193				665,275
Deferred taxes					20,197				—								20,197
Notes payable, long-term portion					24,347				—				950,000	(b)			974,347
Deferred rent and other long-term liabilities					14,451				33,277				(21,123	)(d)			26,605
		Total long-term liabilities			58,995				33,277				928,877				1,021,149
		Total liabilities			379,719				365,635				941,070				1,686,424
Stockholders’ equity (deficit):
	Preferred stock — authorized 5,000 shares; no shares issued or outstanding
	Class A common stock — $.001 par value; authorized												(3	)(c)
	300,000 shares; 21,432 shares issued and outstanding				25				276				(276	)(d)			42
	Class B common stock — $.001 par value; authorized												20	(c)
	100,000 shares; 29,902 shares issued and outstanding				30				—								30
	Additional paid-in-capital				509,969				210,638				421,980	(c)			881,952
													(49,997	)(c)
													(210,638	)(d)
	Accumulated other comprehensive income				466				6,031				(6,031	)(d)			466
	Retained earnings				101,947				206,620				(196,824	)(d)			97,607
													(9,796	)(a)
													(4,340	)(f)
	Treasury stock, at cost				(50,000	)			(66,132	)			66,132	(d)			0
													50,000	(c)
		Total stockholders’ equity			562,437				357,433				60,227				980,097
		Total liabilities and stockholders’ equity (deficit)		$	942,156			$	723,068			$	1,001,297			$	2,666,521

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						Capital in
						Excess of
		Common				Par
		Shares				Value				Total
Issuance of Holdco shares to EB (19.528 million shares at $21.61)		$	20			$	421,980			$	422,000
Cash consideration paid to EB common stockholders											945,471
Cash consideration paid to EB stock option holders											40,586
Estimated GameStop transaction costs											28,000
Total cash consideration											1,014,037
Total consideration										$	1,436,057

Merchandise inventories			$	329,650
Other current assets				174,681
Property and equipment, net				253,886
Intangibles:
	Executive employment contracts and non-compete agreements			4,483
	Point of sale software			3,150
Other noncurrent assets				19,350
Goodwill				995,369
Total assets acquired				1,780,569
Liabilities assumed:
	Accounts payable			236,098
	Other current liabilities			96,260
	Long-term liabilities			12,154
Total liabilities assumed				344,512
Total purchase price			$	1,436,057

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			Historical				Historical
			GameStop				EB								GSC
			January 29,				January 29,				Pro Forma				Holdings Corp.
For the Fiscal Year Ended January 29, 2005			2005(a)				2005(a)				Adjustments(b)				Pro Forma
			(in thousands, except per share data)
Sales			$	1,842,806			$	1,983,537			$				$	3,826,343
Management Fees				—				5,845								5,845
	Total Revenues			1,842,806				1,989,382				—				3,832,188
Cost of sales				1,328,611				1,450,205								2,778,816
	Gross profit			514,195				539,177				—				1,053,372
Selling, general and administrative expenses				378,029				422,374								800,403
Depreciation and amortization				37,019				37,473				14,542	(g)			89,034
	Operating earnings			99,147				79,330				(14,542	)			163,935
Interest income				(1,919	)			(2,350	)							(4,269	)
Interest expense				2,155				—				76,000	(c)			78,155
												3,268	(d)			3,268
	Earnings (loss) before income tax expense (benefit)			98,911				81,680				(93,810	)			86,781
Income tax expense (benefit)				37,985				29,393				(35,648	)(e)			31,730
	Net earnings (loss)		$	60,926			$	52,287			$	(58,162	)		$	55,051
Net earnings (loss) per common share — basic			$	1.11			$	2.16			$	(2.53	)		$	0.74
												(24,159	)(f)
Weighted average shares of common stock — basic				54,662				24,159				19,421	(f)			74,083
Net earnings (loss) per common share — diluted			$	1.05			$	2.13			$	(2.47	)		$	0.71
												(24,547	)(f)
Weighted average shares of common stock — diluted				57,796				24,547				19,421	(f)			77,217

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			Pro Forma				Pro Forma
			Historical				Historical								GSC
			GameStop				EB								Holdings
			April 30,				April 30,				Pro Forma				Corp.
			2005				2005				Adjustments				Pro Forma
For the Fiscal Quarter Ended April 30, 2005
Sales			$	474,727			$	505,961			$				$	980,688
Management Fees				—				1,124								1,124
	Total Revenues			474,727				507,085				—				981,812
Cost of sales				347,347				374,360								721,707
	Gross profit			127,380				132,725				—				260,105
Selling, general and administrative expenses				100,258				118,502								218,760
Depreciation and amortization				10,265				10,802				3,635	(g)			24,702
	Operating earnings			16,857				3,421				(3,635	)			16,643
Interest income				(655	)			(917	)							(1,572	)
Interest expense				738				—				19,000	(a)			19,738
												817	(b)			817
	Earnings (loss) before income tax expense (benefit)			16,774				4,338				(23,452	)			(2,340	)
Income tax expense (benefit)				6,448				1,561				(8,912	)(c)			(903	)
	Net earnings (loss)		$	10,326			$	2,777			$	(14,540	)		$	(1,437	)
Net earnings (loss) per common share — basic			$	0.20			$	0.11			$	(0.33	)		$	(0.02	)
												(24,696	)(e)
Weighted average shares of common stock — basic				51,000				24,696				19,528				70,528
Net earnings (loss) per common share — diluted			$	0.19			$	0.11			$	(0.32	)		$	(0.02	)
												(25,079	)(e)
Weighted average shares of common stock — diluted				54,490				25,079				19,528				74,018

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GameStop		The authorized capital stock of GameStop consists of:
		• 300,000,000 shares of Class A common stock, par value $0.001 per share;
		• 100,000,000 shares of Class B common stock, par value $0.001 per share; and
		• 5,000,000 shares of preferred stock, par value $0.001 per share.
Holdco		Same as GameStop.
EB		The authorized capital stock of EB consists of:
		• 100,000,000 shares of common stock, par value $0.01 per share; and
		• 25,000,000 shares of preferred stock, par value $0.01 per share.

GameStop		Each holder of Class A common stock has the right to cast one vote for each share of Class A common stock held of record on all matters submitted to a vote of stockholders, including the election of directors. Each holder of Class B common stock has the right to cast ten votes for each share of Class B common stock held of record on all matters submitted to a vote of stockholders, including the election of directors.
Holdco		Same as GameStop.
EB		Each holder of common stock has the right to cast one vote for each share of common stock held of record on all matters submitted to a vote of stockholders.

Delaware		Delaware corporate law requires a class vote only with respect to amendments to a certificate of incorporation that (1) would alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely or (2) would increase or decrease the aggregate number of authorized shares or the par value of the shares of such class.
GameStop		Subject to the rights of any preferred stock that may be issued, and except as may be otherwise required by law or by the certificate of incorporation, the holders of the Class A common

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		stock and the Class B common stock vote together as a single class on all matters submitted to a vote of stockholders. The holders of Class A common stock are not entitled to vote on any alteration or change in the powers, preferences, or special rights of the Class B common stock that would not adversely affect the rights of the Class A common stock. With respect to any proposed amendment to the certificate of incorporation that would alter or change the powers, preferences, or special rights of the shares of Class A common stock or Class B common stock so as to affect them adversely, the approval of a majority of the votes entitled to be cast by the holders of the shares affected by the proposed amendment, voting separately as a class, is required in addition to the approval of the holders of at least a majority or such higher percentage as is required by law or the certificate of incorporation of the voting power of the then outstanding voting stock, voting together as a single class.
Holdco		Same as GameStop.
EB		No specific class voting rights are provided by the certificate of incorporation.

Delaware		The certificate of incorporation or the bylaws of a Delaware corporation may contain provisions governing the number and terms of directors. However, if the certificate of incorporation contains provisions fixing the number of directors, that number may not be changed without amending the certificate of incorporation. Under Delaware law, the certificate of incorporation or a bylaw adopted by the stockholders may provide that directors be divided into one, two or three classes.
GameStop		The board of directors of GameStop currently has seven members. The GameStop certificate of incorporation provides that the board of directors will fix the number of directors from time to time, but the number of directors may not be less than three nor more than fifteen. The certificate of incorporation and bylaws of GameStop provide for a classified board of directors.
Holdco		The board of directors of Holdco will have nine members upon completion of the mergers. The Holdco certificate of incorporation provides that the board of directors will fix the number of directors from time to time, but the number of directors may not be less than three nor more than fifteen. The certificate of incorporation and bylaws of Holdco provide for a classified board of directors.
EB		The board of directors of EB currently has seven members. The bylaws of EB provide that the EB board of directors will fix the number of directors from time to time, but the number of directors may not be less than three nor more than 20. Neither the certificate of incorporation or the bylaws of EB provide for a classified board of directors.

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Delaware		Under Delaware law, a director need not be a stockholder unless the certificate of incorporation or bylaws so require.
GameStop		Neither the amended and restated certificate of incorporation nor amended and restated bylaws of GameStop contain a provision specifying that a director needs to be a stockholder. Directors must be at least 21 years of age.
Holdco		Same as GameStop.
EB		Neither the certificate of incorporation nor bylaws of EB contain a provision specifying that a director needs to be a stockholder.

Delaware		Under Delaware law, unless otherwise provided in the certificate of incorporation or the bylaws, vacancies on a board of directors and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. In the case of a classified board of directors, directors elected to fill vacancies or newly created directorships will hold office until the next election of the class for which those directors have been chosen and until their successors have been duly elected and qualified. In addition, if, at the time of the filling of any such vacancy or newly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately before any such increase), the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancy or newly created directorship, or replace the directors chosen by the directors then in office.
GameStop		Subject to the rights of any preferred stock, vacancies on the board of directors of GameStop including newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority vote of the directors then in office, even if those directors do not constitute a quorum, or by the sole remaining director, or by stockholders if such vacancy was caused by the removal of a director by the action of stockholders (in which event such vacancy may not be filled by the directors or a majority thereof). The directors so elected will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred or until such director’s successor shall have been duly elected and qualified.
Holdco		Same as GameStop.
EB		The bylaws of EB provide that vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in

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		office, although less than a quorum, or by the sole remaining director and each director so chosen shall hold office until the next annual meeting at which the term of the class to which such director has been elected expires and until such director’s successor has been duly elected and qualified, or until such director’s earlier resignation, removal from office, death or incapacity.

Delaware		Under Delaware law, any director may be removed, with or without cause, by the holders of a majority in voting power of the shares then entitled to vote at an election of directors. Members of a classified board of directors, however, may be removed only for cause, unless the certificate of incorporation provides otherwise.
GameStop		The certificate of incorporation of GameStop provides that directors may be removed, but only for cause and only upon the affirmative vote of the holders of at least 80% of the voting power of the then outstanding voting stock.
Holdco		Same as GameStop.
EB		The bylaws of EB provide that directors may be removed by the holders of a majority of the shares then entitled to vote at an election of directors, but only for cause.

Delaware		Under Delaware law, unless the certificate of incorporation requires a greater vote, a majority of the voting power of the outstanding stock entitled to vote thereon and a majority of the voting power of the outstanding stock of each class entitled to vote thereon, voting in favor of the amendment is required to adopt an amendment to the certificate of incorporation.
GameStop		Subject to the rights of any preferred stock that may be issued, and except as may be otherwise required by law or by the certificate of incorporation, the holders of the Class A common stock and the Class B common stock vote together as a single class on all matters submitted to a vote of stockholders. The holders of Class A common stock are not entitled to vote on any alteration or change in the powers, preferences, or special rights of the Class B common stock that would not adversely affect the rights of the Class A common stock. With respect to any proposed amendment to the certificate of incorporation that would alter or change powers, preferences, or special rights of the shares of Class A common stock or Class B common stock so as to affect them adversely, the approval of a majority of the votes entitled to be cast by the holders of the shares affected by the proposed amendment, voting separately as a class, is required in addition to the approval of the holders of at least a majority or such higher percentage as is required by law or the certificate of incorporation of the voting power of the then outstanding voting stock, voting together as a single class. In addition, an

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		amendment to certain provisions of the certificate of incorporation requires the approval of the holders of at least 80% of the voting power of the then outstanding voting stock of GameStop entitled to vote generally in the election of directors, voting as a single class. Provisions protected by this supermajority vote include provisions relating to the classified board of directors, vacancies on the board of directors, removal of directors, certain amendments to the certificate of incorporation, the board’s power to amend the bylaws, special meetings of stockholders, stockholder action by written consent, notice of special meetings, and advance notice of stockholder proposals.
Holdco		Same as GameStop.
EB		The certificate of incorporation of EB requires the affirmative vote of holders of at least 66.67% of the votes entitled to be cast by the holders of all outstanding shares entitled to vote generally in the election of directors to make, alter, amend, change, repeal or adopt certain provisions of the certificate of incorporation, including, among other things, provisions relating to the power of the board of directors to amend the bylaws, the supermajority provision, special meetings of stockholders and stockholder action by written consent.

Delaware		The power to adopt, amend and repeal bylaws is vested in the stockholders. The board of directors may also be granted the power to adopt, amend or repeal the bylaws if the certificate of incorporation so provides.
GameStop		The certificate of incorporation of GameStop provides that the board of directors is expressly authorized to adopt, amend or repeal the bylaws; provided, however, that the bylaws adopted by the board of directors may be amended or repealed by the board of directors or by the vote of stockholders having at least 80% of the voting power of the then-outstanding stock entitled to vote generally in the election of directors. In addition, the bylaws provide that any amendment or supplement to the bylaws proposed to be acted upon at any meeting must have been described or referred to in the notice of the meeting or an announcement with respect to the meeting must have been made at the last previous board of directors meeting, and no amendment or supplement adopted by the board of directors may vary or conflict with any amendment or supplement adopted by the stockholders. The bylaws also provide that, notwithstanding the preceding sentence, the affirmative vote of holders of at least 80% of the voting power of the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, is required to amend or repeal, or adopt any provisions inconsistent with certain bylaw provisions.

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Holdco		The bylaws of Holdco may be adopted, amended or repealed by a majority of the entire board of directors. The stockholders also have the power to adopt, amend or repeal the bylaws of Holdco; provided, however, that in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the certificate of incorporation, the affirmative vote of the holders of at least 80% of the voting power of all of the then outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, is required to adopt, amend or repeal any provision of the bylaws.
EB		The certificate of incorporation of EB provides that the board of directors may make, adopt, alter, amend, change or repeal the bylaws of EB by a majority vote of the entire board of directors, subject to any bylaw provision requiring a higher vote of the board. Stockholders are prohibited from making, adopting, altering, amending, changing or repealing the bylaws of the corporation except upon the affirmative vote of at least 66.67% of the votes entitled to be cast by the holders of all outstanding shares entitled to vote generally in the election of directors, voting together as a single class.

Delaware		Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at a meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent or consents, setting forth the action so taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote upon such action were present and voted.
GameStop		The certificate of incorporation prohibits stockholder action by written consent.
Holdco		Same as GameStop.
EB		Same as GameStop.

Delaware		Written notice of stockholders meetings must be sent to all stockholders of record entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting, except with regard to a meeting where the stockholders are asked to vote upon certain business combinations or a sale of all or substantially all of the corporation’s assets, in which case notice shall be delivered not less than 20 nor more than 60 days before the date of the meeting.
GameStop		The bylaws of GameStop provide that written notice of the place, date, time and purposes of a meeting of stockholders must be given not less than 10 nor more than 60 days before the date

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		of the meeting to each stockholder of record entitled to vote at the meeting.
Holdco		Same as GameStop.
EB		The bylaws of EB provide that written notice of the time, place and date of a meeting must be given to each stockholder entitled to vote at such meeting of stockholders not less than 10 nor more than 60 days before the date of the meeting.

Delaware		Special meetings of stockholders may be called by the board of directors or by any person or persons authorized by the certificate of incorporation or the bylaws. If there is a failure to hold an annual meeting or to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting of stockholders, or, if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.
GameStop		The certificate of incorporation and the bylaws of GameStop provide that special meetings of stockholders may be called only by a majority of the total authorized number of directors or by the Chairman of the board and not by stockholders.
Holdco		The certificate of incorporation of Holdco provides that special meetings of the stockholders may only be called by a majority of the total authorized number of directors or by the Chairman of the board. The bylaws of Holdco provide that the Chief Executive Officer is also authorized to call special meetings.
EB		The bylaws of EB provide that special meetings of the stockholders, for any purpose or purposes, may only be called by the Chairman of the board of directors, the Chief Executive Officer, the President or a majority of the entire board of directors.

GameStop		Under GameStop’s bylaws, in order for a stockholder to nominate candidates for election to GameStop’s board of directors at any annual meeting of stockholders, timely written notice must be given to the Secretary of GameStop. Similarly, in order for a stockholder to propose business to be brought before any meeting, timely written notice must be given to the Secretary of GameStop.
		Under GameStop’s bylaws, to be timely, notice in writing of stockholder nominations or proposals to be made at annual stockholders meetings must be delivered to or mailed and received at the principal executive offices of GameStop not less than 30 days or more than 60 days prior to the annual meeting;

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		provided, however, in the event that less than 40 days notice or prior public disclosure of the date of the annual meeting is given to stockholders, then such notice by a stockholder must be received no later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was made.
		A stockholder’s notice to GameStop for the proposal of business to be brought before an annual meeting must set forth all of the following with respect to each matter the stockholder proposes to bring before the annual meeting:
		• the name and address of the stockholder as they appear on GameStop’s books;
		• a brief description of the business to be brought before the meeting and the reasons for conducting such business at the meeting;
		• the class and number of shares of GameStop that are beneficially owned by the stockholder; and
		• any material interest of the stockholder in such business.
		A stockholder’s notice to GameStop for the nomination of candidates for election of directors must set forth all of the following:
		• the name and address of the stockholder as they appear on GameStop’s books;
		• the class and number of shares of GameStop that are beneficially owned by the stockholder;
		• all information relating to each nominee that must be disclosed in proxy solicitations for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act; and
		• written consent of each nominee to being a nominee and serving as a director if elected.
Holdco		Same as GameStop.
EB		Under the bylaws of EB, in order for a stockholder to nominate candidates for election to the board of directors at an annual meeting, timely written notice must be given to the Secretary of EB. Similarly, in order for a stockholder to propose business to be brought before any meeting, timely written notice must be given to the Secretary of EB.
		Under the bylaws of EB, to be timely, notice in writing of stockholder nominations or proposals to be made at annual stockholders meetings must be delivered to or mailed and received at the principal executive offices of EB not less than 60 days nor more than 90 days prior to the meeting; provided, however, that if less than 70 days notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, the notice by the stockholder to be timely, must be

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		received no later than the close of business on the 10th day following the day on which such notice of the annual meeting was mailed or such public disclosure was made.
		A stockholder’s notice to EB for the proposal of business to be brought before an annual meeting must set forth all of the following as to each matter the stockholder proposes to bring before the annual meeting:
		• the name and address of the stockholder;
		• the class, series and number of shares of EB that are owned beneficially by such stockholder;
		• a brief description of the business desired to be brought before the meeting;
		• the reasons for conducting such business at the meeting;
		• any material interest of the stockholder in such business; and
		• the beneficial owner, if any, on whose behalf the nomination or proposal is made.
		A stockholder’s notice to EB for the nomination of candidates for election of directors must set forth all of the following as to each person the stockholder proposes to nominate for election or reelection as a director:
		• the name, age, business address and residence address of the person;
		• the principal occupation or employment of the person;
		• the class and number of shares of EB that are beneficially owned by such person;
		• any other information relating to the person nominated required to be disclosed in solicitation of proxies for election of directors pursuant to the Rules and Regulations of the SEC under Section 14 of the Exchange Act;
		• the nominee’s written consent to being named as a nominee and to serving as a director if elected;
		• the name and record address of the stockholder giving the notice; and
		• the class and number of shares of capital stock of EB that are beneficially owned by the stockholder giving the notice.

Delaware		A corporation may include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. However, the provision may not eliminate or limit the liability of a director for:
		• breach of the duty of loyalty;

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		• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
		• unlawful payments of dividends, certain stock repurchases or redemptions; or
		• any transaction from which the director derived an improper personal benefit.
GameStop		The certificate of incorporation of GameStop contains a provision limiting personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, as described above.
Holdco		Same as GameStop.
EB		Same as GameStop.

Delaware		Delaware corporate law provides that, subject to certain limitations in the case of derivative suits brought by a corporation’s stockholders in its name, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person:
		• acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and
		• in a criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
		Delaware corporate law also permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless and only to the extent that the court in which the action or suit was brought determines, upon application, that the person is fairly and reasonably entitled to indemnity for the expenses that the court deems to be proper.
		To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding or in defense of any claim, issue or matter therein, the corporation is required to indemnify such person for actual and reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred

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		by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding.
GameStop		GameStop’s certificate of incorporation authorizes the corporation to indemnify all persons to the fullest extent permitted by law. The bylaws of GameStop require GameStop to indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, by reason of the fact that he or she is or was a director or an officer of GameStop or is or was serving at the request of GameStop as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection with such action, suit or proceeding. The bylaws provide that GameStop will indemnify such a director or officer who initiates an action, suit or proceeding only if the action, suit or proceeding was authorized by the board of directors of GameStop.
		In addition, under GameStop’s bylaws, GameStop must pay, in advance of the disposition of any action, suit or proceeding, any expenses incurred by such indemnitee; provided, however, that if required by the DGCL, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer shall be made only upon delivery to GameStop of an undertaking to repay such amounts if it is ultimately judicially determined that such person is not entitled to be indemnified for such expenses. The indemnification rights conferred by GameStop are not exclusive of any other right to which persons seeking indemnification may be entitled under any statute, GameStop’s certificate of incorporation or bylaws, any agreement, vote of stockholders or disinterested directors or otherwise.
Holdco		Same as GameStop.
EB		The certificate of incorporation of EB requires EB to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of EB), by reason of the fact that the person is or was a director or officer of EB, or is or was serving at the request of EB as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity who is made, or threatened to be made, a party to any action, suit or proceeding whether civil, criminal, administrative or investigative against all judgments, fines, amounts paid in settlement and all expenses, including attorney’s fees, actually and reasonably incurred in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of EB, and, with respect to any

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		criminal action or proceeding he or she reasonably believed to be in or not opposed to the best interests of EB, and, with respect to any criminal action or proceeding, had no reason to believe his or her conduct was unlawful. The indemnification rights conferred by EB are not exclusive of any other right to which persons seeking indemnification may be entitled to under any bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction of any court of competent jurisdiction or otherwise.
		The certificate of incorporation of EB authorizes, but does not require, EB to pay the expenses incurred by a director or officer in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified.

Delaware		Delaware corporate law provides that no stockholder has any preemptive rights to purchase additional stock or any security convertible into stock of a corporation unless the corporation’s certificate of incorporation expressly grants those rights.
GameStop		GameStop’s certificate of incorporation states that stockholders do not have preemptive rights.
Holdco		Same as GameStop.
EB		EB’s certificate of incorporation does not grant preemptive rights.

Delaware		The directors of every Delaware corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Under Delaware law, dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.
GameStop		GameStop’s certificate of incorporation provides that the holders of the Class A common stock and the Class B common stock shall share equally on a per share basis in all dividends or other distributions. In the case of dividends or other distributions payable in common stock, including distributions pursuant to stock splits or divisions of common stock of GameStop, only shares of Class A common stock shall be paid or distributed with respect to Class A common stock and only shares of Class B common stock shall be paid or distributed with respect to Class B common stock. The number of shares of Class A common stock and Class B common stock so distributed on each share shall be equal in number.
Holdco		Same as GameStop.

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EB		EB’s certificate of incorporation is silent with respect to dividends.

Delaware		Delaware law permits stockholders to inspect the stock ledger and the other books and records of a corporation for a purpose reasonably related to their interest as stockholders upon compliance with the statutory procedural requirements. Delaware law also requires corporations to prepare, at least 10 days before every stockholders meeting, a list of stockholders entitled to vote at the meeting. The list must be open to the examination of any stockholder for any purpose germane to the meeting at the principal place of business of the corporation during ordinary business hours. The list must also be produced and kept at the time and place of the meeting during the entire meeting.
GameStop		The bylaws of GameStop provide that the stockholder list will be available at a place within the city where the meeting is to be held, which place must be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.
Holdco		The bylaws of Holdco provide that a complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, at the principal place of business of Holdco.
EB		Same as GameStop.

Delaware		Section 203 of the DGCL (Section 203) generally prevents corporations from engaging in a “business combination” with any “interested stockholder” for three years following the date that the stockholder became an interested stockholder, unless that business combination has been approved in one of a number of specific ways. For purposes of Section 203, “business combination,” includes, among other things, mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested stockholder. In general, Section 203 defines “interested stockholder” as any entity or person beneficially owning 15% or more of a corporation’s outstanding voting stock, or any entity or person affiliated with or controlling or controlled by that entity or person.
		These restrictions on interested stockholders do not apply under some circumstances, including if the corporation’s original certificate of incorporation contains a provision expressly electing not to be governed by the Delaware statute regulating business combinations, or if the corporation, by action of its stockholders, adopts an amendment to its certificate of incorporation or bylaws

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		expressly electing not to be governed by these provisions of Delaware corporate law (and such amendment is duly approved by the stockholders entitled to vote thereon).
GameStop		GameStop has opted out of Section 203 in its certificate of incorporation.
Holdco		Same as GameStop.
EB		EB is governed by Section 203.

Delaware		A corporation may lend money to, or guarantee any obligation incurred by, its officers or directors if, in the judgment of the board of directors, the loan or guarantee may reasonably be expected to benefit the corporation. Any other contract or transaction between the corporation and one or more of its directors or officers is neither void nor voidable solely because the interested director or officer was present, participates or votes at the board or committee meeting that authorizes the contract or transaction, if either:
		• the director’s or officer’s interest is made known to the disinterested directors or the stockholders of the corporation, who thereafter approve the transaction in good faith; or
		• the contract or transaction is fair to the corporation as of the time it is approved or ratified by either the board of directors, a committee thereof, or the stockholders.
GameStop		GameStop’s certificate of incorporation and bylaws are silent with respect to transactions involving officers and directors.
Holdco		Same as GameStop.
EB		EB’s bylaws contain a provision that tracks the language of the DGCL on this matter.

Delaware		Under Delaware corporate law, a merger, consolidation or sale of all or substantially all of a corporation’s assets must be approved by the board of directors and by a majority of the outstanding stock of the corporation entitled to vote thereon.
GameStop		According to GameStop’s certificate of incorporation, in case of any consolidation, merger, combination or other transaction in which shares of common stock are exchanged for or changed into other stock or securities, cash and/or any other property, each holder of a share of Class A common stock is entitled to receive the same kind and amount of shares of stock and other securities and property (including cash) receivable upon such consolidation, merger, combination or other transaction by a holder of a share of Class B common stock and each holder of a share of Class B common stock is entitled to receive the same kind and amount of shares of stock and other securities and property (including cash) receivable upon such consolidation,

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		merger, combination or other transaction by a holder of a share of Class A common stock. In the event that the holders of Class A common stock (or of Class B common stock) are granted rights to elect to receive one of two or more alternative forms of consideration, the foregoing provision will be satisfied if holders of Class A common stock and holders of Class B common stock are granted substantially identical election rights. Notwithstanding the foregoing, in the event of any of the foregoing transactions, the holders of Class B common stock may receive securities that differ as to voting rights and powers on a per share basis from the securities received by the holders of Class A common stock, provided, however, that such difference shall not exceed ten to one, respectively. The provisions set forth above shall not apply in the event of any internal restructuring of GameStop that does not change the economic terms, voting rights or other provisions of such Class A common stock and Class B common stock in effect immediately prior to the internal restructuring.
Holdco		Same as GameStop.
EB		The certificate of incorporation and bylaws of EB are silent with respect to mergers.

Delaware		Delaware corporate law does not require or prohibit the creation of an Office of the Chairman for a Delaware corporation.
GameStop		GameStop’s bylaws provide for a Chairman of the board, who is the chief executive officer and a director, and who presides at the meetings of stockholders and directors. The Chairman of the board has general and active responsibility for the management of the business and is responsible for implementing all orders and resolutions of the board of directors.
Holdco		Holdco’s bylaws provide for a Chairman of the board of directors. The Chairman of the board is responsible for implementing all orders and resolutions of the board. The Chairman must be a director and must preside at all meetings of stockholders and directors at which he or she is present and will have such other powers and duties as the board of directors designates.
EB		EB’s bylaws provide for a Chairman of the board of directors. The Chairman of the board must be a director and must exercise and perform such duties and have such powers as prescribed by the board of directors or the bylaws.

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	•	a brief description of the business desired to be brought before the EB annual meeting and the reasons for conducting this business at the EB annual meeting;
	•	any material interests of the EB stockholder in this business;
	•	the EB stockholder’s name and address as it appears in EB’s records; and
	•	the number of shares of common stock beneficially owned by the EB stockholder.

	•	name;
	•	age;
	•	business and residence address;
	•	principal occupation or employment;
	•	the number of shares of common stock beneficially owned by the nominee;
	•	the information that would be required under SEC rules in a proxy statement soliciting proxies for the election of directors; and
	•	a signed consent of the nominee to serve as a director of EB, if elected.

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GameStop Filings (SEC File No. 001-31228):		Period or Date Filed
Annual Report on Form 10-K		Year ended January 29, 2005
Annual Report on Form 10-K/ A		Year ended January 29, 2005
Quarterly Report on Form 10-Q		Quarter ended April 30, 2005
Current Reports on Form 8-K		Filed on April 15, 2005, April 18, 2005, May 24, 2005 and June 9, 2005

EB Filings (SEC File No. 000-24603):		Period or Date Filed
Annual Report on Form 10-K/ A		Year ended January 29, 2005
Quarterly Report on Form 10-Q		Quarter ended April 30, 2005
Current Reports on Form 8-K		Filed on April 18, 2005, May 27, 2005, June 9, 2005 and June 15, 2005

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If you are a GameStop stockholder:				If you are an EB stockholder:
By Mail:		GameStop Corp.		By Mail:		Electronics Boutique Holdings Corp.
		625 Westport Parkway				931 South Matlack Street
		Grapevine, Texas 76051				West Chester, Pennsylvania 19382
		Attention: Investor Relations				Attention: Investor Relations
By Telephone:		(817) 424-2000		By Telephone:		(610) 430-8100

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					Page
TABLE OF DEFINED TERMS						A-iv
ARTICLE I THE MERGERS						A-2
	Section 1.1		Holdco			A-2
	Section 1.2		The Mergers			A-2
	Section 1.3		Effective Time of the Mergers			A-3
	Section 1.4		Closing			A-3
	Section 1.5		Certificates of Incorporation and Bylaws of the Surviving Corporations			A-3
	Section 1.6		Officers and Directors of the Surviving Corporations			A-3
ARTICLE II EFFECT OF THE MERGERS; SURRENDER OF CERTIFICATES AND PAYMENT						A-4
	Section 2.1		Conversion of Company Securities			A-4
	Section 2.2		Conversion of GameStop Securities			A-4
	Section 2.3		Exchange of Certificates			A-5
	Section 2.4		Certain Adjustments			A-7
	Section 2.5		Appraisal Rights			A-8
	Section 2.6		Further Assurances			A-8
	Section 2.7		Withholding Rights			A-8
	Section 2.8		Stock Options and Other Equity Awards			A-8
	Section 2.9		GameStop Stock Options; GameStop Stock Option Plans			A-9
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY						A-10
	Section 3.1		Organization, Standing and Corporate Power			A-10
	Section 3.2		Subsidiaries			A-10
	Section 3.3		Capital Structure			A-10
	Section 3.4		Authority			A-11
	Section 3.5		Non-Contravention; Consents and Approvals			A-11
	Section 3.6		SEC Reports and Financial Statements			A-12
	Section 3.7		No Undisclosed Liabilities			A-13
	Section 3.8		Information Supplied			A-13
	Section 3.9		Absence of Certain Changes or Events			A-13
	Section 3.10		Compliance with Applicable Laws			A-13
	Section 3.11		Employee Benefit Plans			A-14
	Section 3.12		Taxes			A-14
	Section 3.13		Material Contracts			A-15
	Section 3.14		Properties			A-16
	Section 3.15		Intellectual Property			A-16
	Section 3.16		Environmental Matters			A-16
	Section 3.17		Transactions with Affiliates			A-17
	Section 3.18		Voting Requirements			A-17
	Section 3.19		State Takeover Statutes			A-17
	Section 3.20		Opinion of Financial Advisors			A-17

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					Page
	Section 3.21		Brokers			A-17
	Section 3.22		No Negotiations			A-17
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF GAMESTOP AND HOLDCO						A-18
	Section 4.1		Organization, Standing and Corporate Power			A-18
	Section 4.2		Subsidiaries			A-18
	Section 4.3		Capital Structure			A-18
	Section 4.4		Authority			A-19
	Section 4.5		Non-Contravention; Consents and Approvals			A-19
	Section 4.6		SEC Reports and Financial Statements			A-20
	Section 4.7		No Undisclosed Liabilities			A-21
	Section 4.8		Information Supplied			A-21
	Section 4.9		Absence of Certain Changes or Events			A-21
	Section 4.10		Compliance with Applicable Laws			A-22
	Section 4.11		Taxes			A-22
	Section 4.12		Transactions with Affiliates			A-23
	Section 4.13		Financing			A-23
	Section 4.14		Voting Requirements			A-23
	Section 4.15		Opinion of Financial Advisors			A-23
	Section 4.16		State Takeover Statutes and Rights Plan			A-23
	Section 4.17		Brokers			A-24
	Section 4.18		Holdco; Merger Subs			A-24
	Section 4.19		No Negotiations			A-24
	Section 4.20		Separation Agreement			A-24
ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS						A-24
	Section 5.1		Conduct of Business			A-24
	Section 5.2		No Solicitation by the Company			A-28
	Section 5.3		No Solicitation by GameStop			A-30
	Section 5.4		Control of Other Party’s Business			A-32
	Section 5.5		Transition			A-32
ARTICLE VI ADDITIONAL AGREEMENTS						A-33
	Section 6.1		Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings			A-33
	Section 6.2		Letters of the Company’s Accountants			A-34
	Section 6.3		Letters of GameStop’s Accountants			A-34
	Section 6.4		Access to Information; Confidentiality			A-34
	Section 6.5		Reasonable Best Efforts			A-34
	Section 6.6		[Intentionally Omitted]			A-35
	Section 6.7		Cooperation			A-35
	Section 6.8		No Takeover Statutes Apply			A-36
	Section 6.9		Tax-Free Qualification			A-36
	Section 6.10		Indemnification; Directors’ and Officers’ Insurance			A-36
	Section 6.11		Public Announcements			A-37

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					Page
	Section 6.12		Affiliates			A-38
	Section 6.13		NYSE Listing			A-38
	Section 6.14		Stockholder Litigation			A-38
	Section 6.15		Section 16 Matters			A-38
	Section 6.16		Employee Benefit Plans			A-38
	Section 6.17		Governance			A-39
	Section 6.18		Rights Agreement			A-39
	Section 6.19		Tax Opinion			A-40
ARTICLE VII CONDITIONS PRECEDENT						A-40
	Section 7.1		Conditions to Each Party’s Obligation to Effect the Mergers			A-40
	Section 7.2		Conditions to Obligations of GameStop and Holdco			A-40
	Section 7.3		Conditions to Obligations of the Company			A-41
	Section 7.4		Frustration of Closing Conditions			A-42
ARTICLE VIII TERMINATION						A-42
	Section 8.1		Termination			A-42
	Section 8.2		Effect of Termination			A-43
	Section 8.3		Fees and Expenses			A-43
ARTICLE IX GENERAL PROVISIONS						A-45
	Section 9.1		Nonsurvival of Representations and Warranties			A-45
	Section 9.2		Notices			A-45
	Section 9.3		Interpretation			A-45
	Section 9.4		Counterparts			A-47
	Section 9.5		Entire Agreement; No Third-Party Beneficiaries			A-47
	Section 9.6		Governing Law			A-48
	Section 9.7		Assignment			A-48
	Section 9.8		Consent to Jurisdiction; Waiver of Jury Trial			A-48
	Section 9.9		Specific Enforcement			A-48
	Section 9.10		Amendment			A-48
	Section 9.11		Extension; Waiver			A-48
	Section 9.12		Severability			A-49

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Action			A-46
Adjusted Option			A-9
Adjustment Event			A-7
Affiliate			A-46
Agreement			A-1
Amended and Restated Holdco Charter			A-2
Antitrust and Competition Laws			A-35
Antitrust Filings			A-35
Average Closing Price			A-7
B&N			A-24
Bank Commitment Letters			A-23
Benefit Plans			A-38
Bryan Cave			A-40
Business Day			A-46
Cancelled Shares			A-4
Certificates			A-5
Certificates of Merger			A-3
Citigroup			A-23
Closing			A-3
Closing Date			A-3
Code			A-1
Company			A-1
Company Adverse Recommendation Change			A-29
Company Benefit Plans			A-14
Company Cash Consideration			A-4
Company Certificate of Merger			A-3
Company Certificates			A-4
Company Common Stock			A-4
Company Disclosure Letter			A-10
Company Indemnified Parties			A-36
Company Intellectual Property			A-16
Company Merger			A-2
Company Merger Consideration			A-4
Company Merger Sub			A-1
Company Permitted Liens			A-16
Company Preferred Stock			A-10
Company Representatives			A-28
Company SEC Documents			A-12
Company Stock Consideration			A-4
Company Stock Option			A-8
Company Stock Option Plans			A-8
Company Stockholder Approval			A-17
Company Stockholders Meeting			A-34

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Company Superior Proposal			A-28
Company Takeover Proposal			A-28
Company Termination Fee			A-44
Company’s Current Premium			A-37
Confidentiality Agreement			A-34
DGCL			A-1
Dissenting Shares			A-8
Dissenting Stockholder			A-8
DLLCA			A-1
Effective Time			A-3
Environmental Claim			A-16
Environmental Laws			A-16
Environmental Permits			A-16
ERISA			A-14
ESPP			A-8
Exchange Act			A-12
Exchange Agent			A-5
Exchange Fund			A-5
Expenses			A-43
Form S-4			A-13
GAAP			A-12
GameStop			A-1
GameStop Adverse Recommendation Change			A-31
GameStop Benefits Plan			A-38
GameStop Certificate of Merger			A-3
GameStop Certificates			A-5
GameStop Charter Amendment			A-23
GameStop Class A Common Stock			A-4
GameStop Class A Consideration			A-4
GameStop Class B Common Stock			A-4
GameStop Class B Consideration			A-4
GameStop Common Stock			A-4
GameStop Disclosure Letter			A-18
GameStop Indemnified Parties			A-36
GameStop Merger			A-2
GameStop Merger Consideration			A-4
GameStop Merger Sub			A-1
GameStop Preferred Stock			A-18
GameStop Representatives			A-30
GameStop Rights			A-18
GameStop Rights Agreement			A-18
GameStop SEC Documents			A-20
GameStop Series A Preferred Stock			A-18
GameStop Stock Option			A-9
GameStop Stock Option Plan			A-9

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GameStop Stockholder Approval			A-23
GameStop Stockholders Meeting			A-34
GameStop Superior Proposal			A-31
GameStop Takeover Proposal			A-31
GameStop Termination Fee			A-44
GameStop, Inc.			A-1
GameStop’s Current Premium			A-37
Governmental Entity			A-11
Holdco			A-1
Holdco Class A Common Stock			A-2
Holdco Class B Common Stock			A-2
Holdco Common Stock			A-2
Holdco Preferred Stock			A-2
Holdco Series A Preferred Stock			A-2
Holdco Stock Option Plan			A-9
HSR Act			A-12
HSR Filing			A-35
Indemnified Parties			A-36
Infringe			A-16
Insiders			A-38
Intellectual Property			A-46
Joint Proxy Statement			A-12
Kim Group			A-1
Kim Group Voting Agreement			A-1
Klehr Harrison			A-40
Knowledge			A-46
Law			A-46
Liability			A-46
Liens			A-47
Material Adverse Effect			A-47
Material Contract			A-15
Merger Consideration			A-4
Merger Subs			A-1
Mergers			A-2
Merrill Lynch			A-17
New Plans			A-39
Notice of Company Adverse Recommendation			A-29
Notice of GameStop Adverse Recommendation			A-31
Objecting Party			A-35
Outside Date			A-42
Permits			A-14
Permitted Liens			A-47
Person			A-47
PJSC			A-17
Riggio Group			A-2

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Riggio Group Voting Agreement			A-2
SEC			A-12
Section 16 Information			A-38
Securities Act			A-12
Separation Agreement			A-24
Spin-Off			A-17
Subsidiary			A-47
Substantial Negotiations			A-18
Takeover Statute			A-17
Tax Return			A-15
Taxes			A-15
Transferee			A-15
Voting Agreements			A-2

	Exhibit  A			Kim Group Voting Agreement
	Exhibit  B			Riggio Group Voting Agreement
	Exhibit  C			Form of Amended and Restated Certificate of Incorporation of Holdco
	Exhibit  D			Form of Amended and Restated Bylaws of Holdco
	Exhibit  E			Form of Company Certificate of Merger
	Exhibit  F			Form of GameStop Certificate of Merger
	Exhibit  G			Form of Amended and Restated Certificate of Incorporation of the Company
	Exhibit  H			Form of Amended and Restated Bylaws of the Company
	Exhibit  I			Form of Amended and Restated Certificate of Incorporation of GameStop
	Exhibit  J			Form of Amended and Restated Bylaws of GameStop

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	(a) The Company Merger Sub shall be merged with and into the Company (the “Company Merger”). The Company will be the surviving corporation in the Company Merger, and the separate existence of the Company Merger Sub shall cease. As a result of the Company Merger, the Company shall become a wholly-owned Subsidiary of Holdco.
	(b) GameStop Merger Sub shall be merged with and into GameStop (the “GameStop Merger” and, together with the Company Merger, the “Mergers”). GameStop will be the surviving corporation in the GameStop Merger, and the separate existence of GameStop Merger Sub shall cease. As a result of the GameStop Merger, GameStop shall become a wholly-owned Subsidiary of Holdco.
	(c) The Mergers will have the effects set forth in the DGCL and the DLLCA.

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	(a) The Company shall execute and deliver for filing a certificate of merger in the form of Exhibit E hereto (the “Company Certificate of Merger”) to the Secretary of State for the State of Delaware, in such form and manner provided in the DGCL and the DLLCA. The Company shall make all other filings required under the DGCL or the DLLCA to effect the Company Merger.
	(b) GameStop shall execute and deliver for filing a certificate of merger in the form of Exhibit F hereto (the “GameStop Certificate of Merger” and, together with the Company Certificate of Merger, the “Certificates of Merger”) to the Secretary of State for the State of Delaware, in such form and manner provided in the DGCL and the DLLCA. GameStop shall make all other filings required under the DGCL or the DLLCA to effect the GameStop Merger.
	(c) Each Merger shall become effective upon the filing of the appropriate Certificate of Merger with the Secretary of State for the State of Delaware or, in each case, at such time thereafter as is provided in such Certificate of Merger as agreed to by the Company and GameStop; provided that the Mergers shall become effective at the same time (such time as the Mergers become effective, the “Effective Time”).

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	(a) Conversion of Company Common Stock. Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares and any Dissenting Shares) shall, subject to Section 2.3(f), be converted into the right to receive the following consideration: (i) $38.15 in cash (the “Company Cash Consideration”) without interest and (ii) 0.78795 validly issued, fully paid, nonassessable shares of Holdco Class A Common Stock (the “Company Stock Consideration” and, together with the Company Cash Consideration, the “Company Merger Consideration”).
	(b) Company and GameStop-Owned Shares. Each share of Company Common Stock owned by the Company, Company Merger Sub or GameStop (“Cancelled Shares”), in each case immediately prior to the Effective Time, shall be canceled without any conversion thereof, and no consideration shall be paid with respect thereto.
	(c) Conversion of Company Merger Sub Membership Interests. The membership interests of Company Merger Sub outstanding immediately prior to the Effective Time shall be converted into one fully paid non-assessable share of common stock, par value $0.01 per share, of the Company, as the surviving corporation in the Company Merger.
	(d) Exchange of Certificates. Certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Company Certificates”) shall be exchanged in accordance with Section 2.3.

	(a) Conversion of GameStop Class A Common Stock. Each share of Class A common stock, par value $0.001 per share, of GameStop (“GameStop Class A Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to Section 2.2(c)) shall be converted into the right to receive one validly issued, fully paid and non-assessable share of Holdco Class A Common Stock (the “GameStop Class A Consideration”).
	(b) Conversion of GameStop Class B Common Stock. Each share of Class B common stock, par value $0.001 per share, of GameStop (“GameStop Class B Common Stock” and, together with the GameStop Class A Common Stock, the “GameStop Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to Section 2.2(c)) shall be converted into the right to receive one validly issued, fully paid and non-assessable share of Holdco Class B Common Stock (the “GameStop Class B Consideration”, and together with the GameStop Class A Consideration, the “GameStop Merger Consideration” and together with the Company Merger Consideration, the “Merger Consideration”).
	(c) GameStop and Company-Owned Shares. Each share of GameStop Class A Common Stock and GameStop Class B Common Stock owned by GameStop, GameStop Merger Sub or the Company, in each case immediately prior to the Effective Time, shall be cancelled without any conversion thereof, and no consideration shall be paid with respect thereto.
	(d) Conversion of GameStop Merger Sub Membership Interests. The membership interests of GameStop Merger Sub outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable share of common stock, par value $0.01 per share, of GameStop, as the surviving corporation in the GameStop Merger.

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	(e) Cancellation of Holdco Common Stock. Each share of Holdco Common Stock held by GameStop, Inc. immediately prior to the Effective Time shall be cancelled, and no consideration shall be paid with respect thereto.
	(f) Exchange of Certificates. Certificates that immediately prior to the Effective Time represented shares of GameStop Common Stock (the “GameStop Certificates” and, together with the Company Certificates, the “Certificates”) shall be exchanged in accordance with Section 2.3.

	(i) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to each holder of record of a Certificate whose shares of Company Common Stock or GameStop Common Stock were converted into the right to receive the Merger Consideration (A) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent and will be in such form and have such other provisions as Holdco may specify consistent with this Agreement) and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration.
	(ii) After the Effective Time, upon surrender of a Certificate for cancellation to the Exchange Agent, together with the letter of transmittal contemplated in Section 2.3(b)(i), duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate will be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions, if any, in accordance with Section 2.3(c) and cash in lieu of any fractional share of Holdco Common Stock in accordance with Section 2.3(f), and the Certificate so surrendered will forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock or GameStop Common Stock that are not registered in the transfer records of the Company or GameStop, as applicable, payment may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered (the “Transferee”), if such Certificate is properly endorsed or otherwise in proper form for transfer and the Transferee pays any transfer or other Taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3(b), each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions, if any, in accordance with

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	Section 2.3(c) and cash in lieu of any fractional share of Holdco Common Stock in accordance with Section 2.3(f). No interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article II.

	(i) No certificates or scrip representing fractional shares of Holdco Common Stock will be issued upon the surrender for exchange of Company Certificates, no dividend or distribution of Holdco will relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Holdco.

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	(ii) Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to the Company Merger who would otherwise be entitled to receive a fraction of a share of Holdco Common Stock (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) shall receive, in lieu thereof, an amount in cash (without interest), rounded to the nearest cent, equal to the product obtained by multiplying (A) the fractional share interest to which such former holder would otherwise be entitled by (B) the average of the closing prices for a share of GameStop Class A Common Stock as reported on the NYSE Composite Transactions Reports (as reported in The Wall Street Journal, or, if not reported thereby, any other authoritative source) for the ten trading days prior to, but not including, the Closing Date (the “Average Closing Price”).
	(iii) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Certificates formerly representing shares of Company Common Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts to such holders of Company Certificates formerly representing shares of Company Common Stock subject to and in accordance with the terms of Section 2.3(b).

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(i) issue, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class of the Company or its Subsidiaries, other than issuances pursuant to the exercise of Company Stock Options outstanding on the date hereof or pursuant to the ESPP;

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	(ii) (A) directly or indirectly, split, combine or reclassify the outstanding shares of capital stock of the Company, or any outstanding capital stock of any of the Subsidiaries of the Company, or (B) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock;
	(iii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock;
	(iv) amend its certificate of incorporation or bylaws (or other comparable organizational documents);
	(v) sell, lease, license, mortgage or otherwise encumber or subject to any Lien (other than Permitted Liens) or otherwise dispose of any of its material properties or material assets;
	(vi) incur any long-term indebtedness (whether evidenced by a note or other instrument, pursuant to a financing lease, sale-leaseback transaction, or otherwise) or incur short-term indebtedness other than indebtedness incurred in the ordinary course of business or under lines of credit existing on the date of this Agreement (or any refinancing thereof not to exceed the amount borrowable thereunder);
	(vii) other than in the ordinary course of business and consistent with past practice, (A) grant any increase in the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to any current or former director or consultant of the Company or any of its Subsidiaries, (B) grant any increase in the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to any officer or employee of the Company or any of its Subsidiaries, (C) adopt, enter into, amend or otherwise increase, reprice or accelerate the payment or vesting of the amounts, benefits or rights payable or accrued or to become payable or accrued under any Company Benefit Plan, (D) enter into or amend any employment, bonus, severance, change in control, retention agreement or any similar agreement or any collective bargaining agreement or, grant any severance, bonus, termination, or retention pay to any officer, director, consultant or employee of the Company or any of its Subsidiaries, or (E) pay or award any pension, retirement, allowance or other non-equity incentive awards, or other employee or director benefit not required by any outstanding Company Benefit Plan;
	(viii) enter into any transaction, agreement, arrangement or understanding between (i) the Company or any of its Subsidiaries, on the one hand, and (ii) any Affiliate of the Company (other than any Subsidiary of the Company), on the other hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K;
	(ix) take any action to cause the Company Common Stock to cease to be listed on the NASDAQ National Market prior to the Closing Date;
	(x) take, or agree to commit to take, or omit to take, any action that would make any representation or warranty of the Company contained herein inaccurate in any respect at, or as of any time prior to, the Effective Time;
	(xi) change the accounting methods or principles used by it unless required by GAAP (or, if applicable with respect to foreign subsidiaries, the relevant foreign generally accepted accounting principles) or any Governmental Entity;
	(xii) acquire by merging or consolidating with, by purchasing any equity interest in or any assets of, or by any other manner, any significant business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets, in each case for a total purchase price in excess of $35,000,000, except for the purchase of assets from suppliers or vendors in the ordinary course of business;
	(xiii) except in the ordinary course of business, make or rescind any material express or deemed election, or settle or compromise any material claim or action, relating to Taxes, or change any of its methods of accounting or of reporting income or deductions for Tax purposes in any material respect;

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	(xiv) satisfy any material claims or liabilities, other than in the ordinary course of business or in accordance with their terms;
	(xv) make any loans, advances or capital contributions to, or investments in, any other Person in excess of $5,000,000 in the aggregate, except for (A) loans, advances, capital contributions or investments between any Subsidiary of the Company and the Company or another Subsidiary of the Company or (B) employee advances for expenses in the ordinary course of business;
	(xvi) other than in the ordinary course of business, (A) terminate or adversely modify or amend any contract having a duration of more than one year and total payment obligations of the Company in excess of $5,000,000 (other than (1) contracts terminable within one year or (2) the renewal, on substantially similar terms, of any contract existing on the date of this Agreement), (B) waive, release, relinquish or assign any right or claim of material value to the Company, or (C) cancel or forgive any material indebtedness owed to the Company or any of its Subsidiaries; or
	(xvii) authorize, commit or agree to take any of the foregoing actions.

	(i) issue, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class of GameStop or its Subsidiaries, other than issuances pursuant to the exercise of GameStop Stock Options outstanding on the date hereof;
	(ii) (A) directly or indirectly, split, combine or reclassify the outstanding shares of capital stock of GameStop, or any outstanding capital stock of any of the Subsidiaries of GameStop, or (B) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock;
	(iii) acquire by merging or consolidating with, by purchasing any substantial equity interest in or a substantial portion of the assets of, or by any other manner, any significant business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets, in each case for a total purchase price in excess of $35,000,000, except for the purchase of assets from suppliers or vendors in the ordinary course of business;
	(iv) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock;
	(v) amend its certificate of incorporation or bylaws (or other comparable organizational documents);
	(vi) sell, lease, license, mortgage or otherwise encumber or subject to any Lien (other than Permitted Liens) or otherwise dispose of any of its material properties or material assets;
	(vii) incur any long-term indebtedness (whether evidenced by a note or other instrument, pursuant to a financing lease, sale-leaseback transaction, or otherwise) or incur short-term indebtedness other than indebtedness incurred in the ordinary course of business or under lines of

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	credit existing on the date of this Agreement (or any refinancing thereof not to exceed the amount borrowable thereunder) or under the Bank Commitment Letters;
	(viii) other than in the ordinary course of business and consistent with past practice, (A) grant any increase in the compensation or benefits payable or to become payable by GameStop or any of its Subsidiaries to any current or former director or consultant of GameStop or any of its Subsidiaries, (B) grant any increase in the compensation or benefits payable or to become payable by GameStop or any of its Subsidiaries to any officer or employee of GameStop or any of its Subsidiaries, (C) adopt, enter into, amend or otherwise increase, reprice or accelerate the payment or vesting of the amounts, benefits or rights payable or accrued or to become payable or accrued under any GameStop Benefit Plan, (D) enter into or amend any employment, bonus, severance, change in control, retention agreement or any similar agreement or any collective bargaining agreement or, grant any severance, bonus, termination, or retention pay to any officer, director, consultant or employee of GameStop or any of its Subsidiaries, or (E) pay or award any pension, retirement, allowance or other non-equity incentive awards, or other employee or director benefit not required by any outstanding GameStop Benefit Plan;
	(ix) enter into any transaction, agreement, arrangement or understanding between (i) GameStop or any of its Subsidiaries, on the one hand, and (ii) any Affiliate of GameStop (other than any Subsidiary of GameStop), on the other hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K;
	(x) change the accounting principles used by it unless required by GAAP (or, if applicable with respect to foreign subsidiaries, the relevant foreign generally accepted accounting principles) or any Governmental Entity;
	(xi) take any action to cause the GameStop Common Stock to cease to be listed on the New York Stock Exchange prior to the Closing Date;
	(xii) take, or agree to commit to take, or omit to take, any action that would make any representation or warranty of GameStop contained herein inaccurate in any respect at, or as of any time prior to, the Effective Time;
	(xiii) except in the ordinary course of business, make or rescind any material express or deemed election, or settle or compromise any material claim or action, relating to Taxes, or change any of its methods of accounting or of reporting income or deductions for Tax purposes in any material respect;
	(xiv) satisfy any material claims or liabilities, other than in the ordinary course of business or in accordance with their terms;
	(xv) make any loans, advances or capital contributions to, or investments in, any other Person in excess of $5,000,000 in the aggregate, except for (A) loans, advances, capital contributions or investments between any Subsidiary of GameStop and GameStop or another Subsidiary of GameStop or (B) employee advances for expenses in the ordinary course of business;
	(xvi) other than in the ordinary course of business, (A) terminate or adversely modify or amend any contract having a duration of more than one year and total payment obligations of GameStop in excess of $5,000,000 (other than (1) contracts terminable within one year or (2) the renewal, on substantially similar terms, of any contract existing on the date of this Agreement), (B) waive, release, relinquish or assign any right or claim of material value to GameStop, or (C) cancel or forgive any material indebtedness owed to GameStop or any of its Subsidiaries; or
	(xvii) authorize, commit or agree to take any of the foregoing actions.

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	(i) The Company shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) in accordance with applicable Law, the Company’s certificate of incorporation and bylaws for the purpose of obtaining the Company Stockholder Approval and (A) the Board of Directors of the Company shall, subject to Section 5.2(c), recommend to its stockholders the adoption of this Agreement, and the Company shall include in the Joint Proxy Statement such recommendation and (B) the Company shall use its reasonable best efforts to solicit and obtain such approval and adoption.
	(ii) GameStop shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the “GameStop Stockholders Meeting”) in accordance with applicable Law, GameStop’s Amended and Restated Certificate of Incorporation and bylaws for the purpose of obtaining the GameStop Stockholder Approval and (A) the Board of Directors of GameStop, shall, subject to Section 5.3(c), recommend to its stockholders the adoption of this Agreement and the GameStop Charter Amendment, and GameStop shall include in the Joint Proxy Statement such recommendation and (B) GameStop shall use its reasonable best efforts to solicit and obtain such approval and adoption.
	(iii) Each of GameStop and the Company agrees to use its reasonable best efforts to hold the GameStop Stockholders Meeting and the Company Stockholders Meeting on the same day.

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	(a) Stockholder Approvals. Each of the Company Stockholder Approval and the GameStop Stockholder Approval shall have been obtained and the GameStop Charter Amendment shall have been filed with the Secretary of State of the State of Delaware and shall have become effective.
	(b) No Orders or Injunctions. None of the parties hereto shall be subject to any order or injunction of any Governmental Entity of competent jurisdiction that prohibits the consummation of the Mergers; provided, however, that prior to asserting this condition, each of the parties shall have used its reasonable best efforts to prevent the entry of any such order or injunction and to appeal as promptly as possible any such order or injunction that may be entered.
	(c) Form S-4. The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.
	(d) Antitrust and Competition Laws. All consents, approvals, waivers, actions or nonactions required or advisable under all applicable Antitrust and Competition laws shall have been obtained, including the expiration or early termination of the applicable waiting periods under the HSR Act.
	(e) NYSE Listing. The shares of Holdco Common Stock issuable in connection with the Mergers as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance.
	(f) Subsequent Tax Opinion. Either Bryan Cave or another law firm selected by GameStop shall have delivered to Barnes & Noble, Inc. a Subsequent Tax Opinion (as defined in and pursuant to the Separation Agreement).

	(a) Representations and Warranties. The representations and warranties of the Company set forth herein shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have or result in, individually or in the aggregate, a Material Adverse Effect on the Company.
	(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all of its obligations required to be performed by it under this Agreement at or prior to the Closing Date.

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	(c) Officer’s Certificate. The Company shall have furnished GameStop with a certificate dated the Closing Date signed on its behalf by an executive officer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied.
	(d) Additional Agreements. Holdco shall have received an executed copy of a non-competition agreement, in form and substance reasonably satisfactory to Holdco, among Holdco, the Company and James J. Kim.
	(e) Tax Opinion. GameStop shall have received the opinion of Bryan Cave, dated the Closing Date, to the effect that the exchange of GameStop Common Stock and Company Common Stock for Holdco Common Stock pursuant to the Mergers, taken together, will be treated for Federal income tax purposes as a transaction described in Section 351 and/or Section 368 of the Code; provided, however, in the event that Bryan Cave does not deliver an opinion pursuant to this Section 7.2(e), such condition shall deemed to be satisfied if Klehr Harrison delivers such opinion substantially to the same effect. In rendering such opinion, counsel to GameStop shall be entitled to rely upon customary representations and assumptions provided by Holdco, the Company, GameStop and others that counsel to GameStop reasonably deems relevant.
	(f) Material Adverse Effect. From the date of this Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, that would have or would be reasonably likely to have a Material Adverse Effect on the Company.

	(a) Representations and Warranties. The representations and warranties of GameStop and Holdco set forth herein shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have or result in, individually or in the aggregate, a Material Adverse Effect on GameStop and Holdco.
	(b) Performance of Obligations of GameStop and Holdco. Each of GameStop and Holdco shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.
	(c) Officer’s Certificate. Each of GameStop and Holdco shall have furnished the Company with a certificate dated the Closing Date signed on its behalf by an executive officer to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied.
	(d) Tax Opinion. The Company shall have received the opinion of Klehr Harrison, dated the Closing Date, to the effect that the exchange of Company Common Stock and GameStop Common Stock for Holdco Common Stock pursuant to the Mergers, taken together, will be treated for Federal income tax purposes as a transaction described in Section 351 of the Code; provided, however, in the event that Klehr Harrison does not deliver an opinion pursuant to this Section 7.3(d), such condition shall deemed to be satisfied if Bryan Cave delivers such opinion substantially to the same effect. In rendering such opinion, counsel to the Company shall be entitled to rely upon customary representations and assumptions provided by Holdco, the Company, GameStop and others that counsel to the Company reasonably deems relevant.
	(e) Material Adverse Effect. From the date of this Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of GameStop and its Subsidiaries, taken as a whole, that would have or would be reasonably likely to have a Material Adverse Effect on GameStop.

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	(i) if the Mergers have not been consummated by October 31, 2005, or such later date, if any, as GameStop and the Company agree upon in writing (as such date may be extended, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(i) is not available to any party whose breach of any provision of this Agreement results in or causes the failure of the Mergers to be consummated by such time; provided further, however, that if on the Outside Date the conditions to the Closing set forth in Sections 7.1(b) or 7.1(d) shall not have been fulfilled (and Section 8.1(b)(iv) is not applicable) but all other conditions to the Closing either have been fulfilled or are then capable of being fulfilled, then the Outside Date shall, without any action on the part of the parties hereto, be extended to December 31, 2005, and such date shall become the Outside Date for purposes of this Agreement; provided further, however, that if GameStop reasonably anticipates that the Mergers will not be consummated by December 31, 2005, GameStop shall negotiate in good faith with the lenders set forth in the Bank Commitment Letters to receive an extension of the Bank Commitment Letters until January 31, 2006 (or such later date as mutually agreed to by GameStop and the Company) on terms no less favorable to GameStop than those set forth in the Bank Commitment Letters, and, if such negotiations are successful, such date shall become the Outside Date for purposes of this Agreement;
	(ii) if the Company Stockholders Meeting (including any adjournment or postponement thereof) has concluded, the Company’s stockholders have voted and the Company Stockholder Approval was not obtained;
	(iii) if the GameStop Stockholders Meeting (including any adjournment or postponement thereof) has concluded, GameStop’s stockholders have voted and the GameStop Stockholder Approval was not obtained; or
	(iv) if any Governmental Entity of competent jurisdiction issues an order or injunction that permanently prohibits the Mergers and such order or injunction has become final and non-appealable.

(i) if the Company (A) has breached or failed to perform any of its covenants or other agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 7.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 7.2(a) would not be satisfied and, in the case of both (A) and (B),

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	such breach or failure to perform (1) is not cured within 30 days after receipt of written notice thereof or (2) is incapable of being cured by the Company by the Outside Date;
	(ii) if the Board of Directors of the Company or any committee thereof has made a Company Adverse Recommendation Change; or
	(iii) if, prior to receipt of the GameStop Stockholder Approval, GameStop (A) receives a GameStop Superior Proposal, (B) shall have given the Company a Notice of GameStop Adverse Recommendation, and (C) shall have thereafter satisfied the conditions for making a GameStop Adverse Recommendation Change in accordance with Section 5.3(c); provided however, that such termination shall not be effective until such time as payment of the GameStop Termination Fee required by Section 8.3(c) shall have been paid by GameStop; provided further, however, that GameStop’s right to terminate this Agreement under this Section 8.1(c)(iii) shall not be available if GameStop is then in breach of Section 5.3.

	(i) if either GameStop or Holdco (A) has breached or failed to perform any of its covenants or other agreements contained in this Agreement to be complied with by GameStop or Holdco such that the closing condition set forth in Section 7.3(b) would not be satisfied, or (B) there exists a breach of any representation or warranty of GameStop or Holdco contained in this Agreement such that the closing condition set forth in Section 7.3(a) would not be satisfied and, in the case of both (A) and (B), such breach or failure to perform (1) is not cured within 30 days after receipt of written notice thereof or (2) is incapable of being cured by GameStop by the Outside Date;
	(ii) if the Board of Directors of GameStop or any committee thereof has made a GameStop Adverse Recommendation Change; or
	(iii) if, prior to receipt of the Company Stockholder Approval, the Company (A) receives a Company Superior Proposal, (B) shall have given GameStop a Notice of Company Adverse Recommendation, and (C) shall have thereafter satisfied the conditions for making a Company Adverse Recommendation Change in accordance with Section 5.2(c); provided however, that such termination shall not be effective until such time as payment of the Company Termination Fee required by Section 8.3(b) shall have been made by the Company; provided, however, that the Company’s right to terminate this Agreement under this Section 8.1(d)(iii) shall not be available if the Company is then in breach of Section 5.2.

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	(i) is terminated pursuant to Section 8.1(c)(ii),
	(ii) is terminated pursuant to Section 8.1(d)(iii), or
	(iii) is terminated pursuant to Section 8.1(b)(i), Section 8.1(b)(ii) or Section 8.1(c)(i) and at such time of termination GameStop is not in breach in any material respect of any of its representations, warranties or covenants contained in this Agreement and (A) prior to such termination, any Person publicly announces a Company Takeover Proposal which shall not have been withdrawn and (B) within 12 months of such termination the Company or any of its Subsidiaries consummates such publicly announced Company Takeover Proposal,

	(i) is terminated pursuant to Section 8.1(d)(ii),
	(ii) is terminated pursuant to Section 8.1(c)(iii), or
	(iii) is terminated pursuant to Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(d)(i) and at such time of termination the Company is not in breach in any material respect of any of its representations, warranties or covenants contained in this Agreement and (A) prior to such termination, any Person publicly announces a GameStop Takeover Proposal which shall not have been withdrawn and (B) within 12 months of such termination GameStop or any of its Subsidiaries consummates such publicly announced GameStop Takeover Proposal,

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	Electronics Boutique Holdings Corp.
	931 South Matlack Street
	West Chester, Pennsylvania 19382
	Telecopy: 610- 430-8277
	Attention: Jeffrey W. Griffiths

	Klehr, Harrison, Harvey, Branzburg & Ellers LLP
	260 South Broad Street
	Philadelphia, PA 19102
	Telecopy No.: 215-568-6603
	Attention: Leonard M. Klehr

	GameStop Corp.
	2250 William D. Tate Avenue
	Grapevine, Texas 76051
	Telecopy No: 817-424-2820
	Attention: R. Richard Fontaine

	Bryan Cave LLP
	1290 Avenue of the Americas
	New York, NY 10104
	Telecopy No.: 212-541-1400
	Attention: Michael N. Rosen

	Notices shall be deemed given upon (i) the date actually delivered in person, (ii) the date transmitted via telecopier with confirmation of receipt thereof or (iii) the next Business Day after the date sent by overnight courier.

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	(a) “Action” means any claim, action, suit, arbitration, mediation, inquiry, proceeding or investigation by or before any Governmental Entity, arbitrator or mediator.
	(b) “Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or otherwise;
	(c) “Business Day” means any day other than Saturday, Sunday or any day on which banking and savings and loan institutions are authorized or required by Law to be closed in New York, New York.
	(d) “Knowledge” of any Person that is not a natural Person means the actual knowledge of such Person’s executive officers;
	(e) “Intellectual Property” means all of the Company’s and its Subsidiaries’ rights and interest in: (a) all United States, international and foreign patents and applications therefor; (b) all inventions (whether patentable or not), ideas, processes, inventions, invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data, customer lists, proprietary processes and formulae, all source and object code, algorithms, architectures, structures, display screens, layouts, development tools and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, documentation, memoranda and records; (c) all copyrights, copyright registrations and applications therefor, material that is subject to non-copyright disclosure protections, including derivative and all other rights corresponding thereto throughout the world; (d) all trade names, trade dress, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor throughout the world; (e) all proprietary databases and data collections and all rights therein throughout the world; (f) domain names, web sites and related content; (g) client information and related client or user data; (h) intellectual property rights acquired by license or agreement; (i) damages or benefit derived from any action arising out of or related to the foregoing, including laws controlling computer and Internet rights; and (j) any equivalent rights to any of the foregoing anywhere in the world.
	(f) “Law” means any law (including common law), statute, statutory instrument, code, ordinance, regulation, directive, legally binding rule, decree or other legally enforceable obligation imposed by a court or other Governmental Entity, and includes rules and regulations of any regulatory or self-regulatory authority;
	(g) “Liability” means any debt, liability, commitment, obligation, claim or cause of action of any kind whatsoever, whether due or to become due, known or unknown, accrued or fixed, absolute or contingent, or otherwise;

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	(h) “Liens” means all pledges, claims, liens, options, charges, mortgages, easements, restrictions, covenants, conditions of record, encroachments, encumbrances and security interests of any kind or nature whatsoever;
	(i) “Material Adverse Effect” means, when used in connection with the Company or GameStop (including references to the “Company”), as the case may be, any change, effect, event, occurrence or state of facts that is materially adverse to the business, financial condition, or results of operations of such party and its Subsidiaries taken as a whole, other than any changes, effects, events, occurrences or state of facts relating to (i) the economy or financial markets in general, (ii) product shortages and delays in product introductions consistent with those that occurred in 2004, (iii) negotiation and entry into this Agreement, the announcement of this Agreement or the undertaking and performance or observance of the obligations contemplated by this Agreement or necessary to consummate the transactions contemplated hereby (including adverse effects on results of operations attributable to the uncertainties associated with the period between the date hereof and the Closing Date), (iv) fluctuation in the party’s stock price, (v) the effect of incurring and paying Expenses in connection with negotiating, entering into, performing and consummating the transactions contemplated by this Agreement and (vi) changes in GAAP after the date hereof; provided, that with respect to clauses (i) and (ii) such changes, effects, events, occurrences or state of facts do not disproportionately affect such Persons relative to the other participants in the industries in which such Persons operate; provided, further, that, for the avoidance of doubt, compliance with (and the consequences thereof) the terms of this Agreement (including Section 6.5, except for Section 6.5(a)(vi)) shall not be taken into account in determining whether a Material Adverse Effect shall have occurred or shall be expected to occur for any and all purposes of this Agreement;
	(j) “Permitted Liens” means (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested in good faith by the relevant party or any subsidiary of it and for which the relevant party or a subsidiary of it has established adequate reserves, (ii) Liens for Taxes that are not due and payable, that are being contested in good faith by appropriate proceedings or that may thereafter be paid without interest or penalty, (iii) Liens that are reflected as Liabilities on the balance sheet of the relevant party and its consolidated subsidiaries as of January 29, 2005, contained in its SEC Documents or the existence of which is referred to in the notes to such balance sheet and (iv) Liens that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the value or the continued use and operation of the assets to which they relate;
	(k) “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Entity or other entity (including its permitted successors and assigns); and
	(l) a “Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interest of which) is owned directly or indirectly by such first Person.

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	ELECTRONICS BOUTIQUE HOLDINGS CORP.

	By:	/s/ Jeffrey W. Griffiths

	Name: Jeffrey W. Griffiths

	Title:	President and Chief Executive Officer

	GAMESTOP CORP.

	By:	/s/ R. Richard Fontaine

	Name: R. Richard Fontaine

	Title:	Chief Executive Officer

	GAMESTOP, INC.

	By:	/s/ R. Richard Fontaine

	Name: R. Richard Fontaine

	Title:	Chief Executive Officer

	GSC HOLDINGS CORP.

	By:	/s/ R. Richard Fontaine

	Name: R. Richard Fontaine

	Title:	Chief Executive Officer

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	COWBOY SUBSIDIARY LLC
	By GSC Holdings Corp., its manager

	By:	/s/ R. Richard Fontaine

	Name: R. Richard Fontaine

	Title:	Chief Executive Officer

	EAGLE SUBSIDIARY LLC
	By GSC Holdings Corp., its manager

	By:	/s/ R. Richard Fontaine

	Name: R. Richard Fontaine

	Title:	Chief Executive Officer

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	1. The name of the corporation is GameStop Corp. (hereinafter called the “Corporation”).
	2. The Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of Delaware on the 10th day of August, 2001.
	3. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of Delaware on the 13th day of February, 2002.
	4. The Amended and Restated Certificate of Incorporation is hereby amended by striking out (b)(v) Mergers, Consolidation, Etc. of Article Fourth thereof and by substituting in lieu of said (b)(v) the following new (b)(v):

“(v) Mergers, Consolidation, Etc. In case of any consolidation, merger, combination or other transaction in which shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, each holder of a share of Class A Common Stock shall be entitled to receive with respect to such share the same kind and amount of shares of stock and other securities and property (including cash) receivable upon such consolidation, merger, combination or other transaction by a holder of a share of Class B Common Stock and each holder of a share of Class B Common Stock shall be entitled to receive with respect to such share the same kind and amount of shares of stock and other securities and property (including cash) receivable upon such consolidation, merger, combination or other transaction by a holder of a share of Class A Common Stock. In the event that the holders of Class A Common Stock (or of Class B Common Stock) are granted rights to elect to receive one of two or more alternative forms of consideration, the foregoing provision shall be deemed satisfied if holders of Class A Common Stock and holders of Class B Common Stock are granted substantially identical election rights. Notwithstanding the foregoing, in the event of any of the foregoing transactions, the holders of Class B Common Stock may receive securities that differ as to voting rights and powers on a per share basis from the securities received by the holders of Class A Common Stock, provided, however, that such difference shall not exceed ten to one, respectively. The provisions set forth above shall not apply in the event of any internal restructuring of the Corporation that does not change the economic terms, voting rights or other provisions of such Class A Common Stock and Class B Common Stock in effect immediately prior to such internal restructuring by the Corporation.”

	5. The foregoing amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the Delaware General Corporation Law.

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	Name:
	Title:

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1. Each Stockholder represents, warrants and agrees that (a) Schedule I to this Agreement sets forth the number and type of shares of Company Common Stock (such shares, together with any shares of Company Common Stock acquired by such Stockholder on or after the date of this Agreement, whether by exercise of options, warrants or other derivative securities or otherwise, the “Shares”) and the number and type of shares of Company Common Stock that are issuable upon exercise of outstanding warrants, options or other derivative securities, whether or not exercisable (the “Derivative Securities”), of which such Stockholder is the record or beneficial owner, (b) such Stockholder owns such Shares and Derivative Securities, free and clear of all liens, pledges, charges, encumbrances, voting agreements and commitments of every kind, except for encumbrances imposed by margin accounts maintained by each Stockholder or pledges to investment banks or other third party lenders, and (c) such Stockholder has the power to vote all Shares without restriction and no proxies heretofore given in respect of any or all of the Shares are irrevocable and that any such proxies have heretofore been or are hereby revoked. Each Stockholder further represents and warrants that (i) the Spin-Off and the transactions contemplated by the Merger Agreement are not part of a

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	plan (or series of related transactions) involving such Stockholder (and to the knowledge of such Stockholder, involving any other Person) pursuant to which one or more Persons acquire directly or indirectly stock representing a 50-percent or greater interest (measured by voting power or value) in GameStop (for these purposes, the acquisition of GameStop by Holdco in accordance with the terms of the Merger Agreement will not be considered a plan to acquire a 50-percent or greater interest in GameStop) and (ii) it had no agreement, understanding, arrangement or Substantial Negotiations with GameStop, Barnes & Noble, Inc. (“B&N”) or any other Person regarding the transactions contemplated by the Merger Agreement or similar transactions at any time prior to November 13, 2004 and to the Stockholder’s knowledge, no Person had an agreement, understanding, arrangement or Substantial Negotiations with GameStop or the Company regarding the transactions contemplated by the Merger Agreement or similar transactions at any time prior to November 13, 2004. For purposes of this Agreement, “Spin-Off” means the distribution of GameStop Class B Common Stock by B&N on November 12, 2004, which was intended to be tax-free pursuant to Section 355 of the Code, and “Substantial Negotiations” include discussions of significant economic terms (e.g. the exchange ratio in a reorganization) between, on the one hand, such Stockholders or one or more officers, directors or controlling stockholders of the Company or another Person or Persons with the implicit or explicit permission of one or more officers, directors or controlling stockholders of the Company with, on the other hand, one or more officers, directors or controlling stockholders of GameStop, B&N or another Person or Persons with the implicit or explicit permission of one or more officers, directors or controlling stockholders of GameStop or B&N.
	2. Each Stockholder agrees that it will not, directly or indirectly, sell, transfer, assign, pledge, encumber or otherwise dispose of any of the Shares, or any interest therein, or any other securities convertible into or exchangeable for Company Common Stock (including the Derivative Securities), or any voting rights with respect thereto or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy) other than (a) pursuant to the Mergers, (b) encumbrances imposed by margin accounts maintained by each Stockholder or pledges to investment banks or other third party lenders and any other transfers resulting therefrom, (c) transfers to family members of any Stockholder, (d) transfers by operation of law by will or pursuant to the laws of decent or distribution, or (e) with the prior written consent of GameStop; provided that, in the case of clauses (c) and (d) such family member or transferee shall become a party to this Agreement subject to its terms and obligations to the same extent as such Stockholder, by executing and delivering to GameStop and the Company a counterpart to this Agreement. Each Stockholder hereby agrees to authorize and request the Company to notify its transfer agent that there is a stop transfer order with respect to all of the Shares and that this Agreement places limits on the voting of the Shares. If so requested by GameStop, each Stockholder agrees that the certificates representing Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in paragraph 5 of this Agreement. On the Closing Date, Mr. James Kim (i) shall cause EB Services Corp. to cancel, terminate or transfer to GameStop or any Person designated by GameStop (whether cancelled, terminated or transferred to be mutually agreed by Mr. Kim and GameStop) its .01% partnership interest in EB Services Company, LLP and (ii) shall, and shall cause any of his Affiliates (other than the Company and its Subsidiaries) to, cancel, terminate or transfer to GameStop or any Person designated by GameStop (whether cancelled, terminated or transferred to be mutually agreed by Mr. Kim and GameStop) any other minority interest he or any of his Affiliates (other than the Company and its Subsidiaries) owns in any of the Company’s Subsidiaries.
	3. Each Stockholder hereby irrevocably and unconditionally waives any right of appraisal, any dissenters’ rights and any similar rights relating to, arising out of or resulting from the Company Merger or any related transaction that Stockholder may have by virtue of any outstanding shares of Company Common Stock owned by Stockholder.
	4. At every meeting of the stockholders of Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of

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	Company, each Stockholder irrevocably agrees to vote any Shares entitled to be voted thereat or to cause any such Shares to be voted: (i) in favor of adoption of the Merger Agreement; and (ii) against (A) any proposal made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Company Merger or any other transaction contemplated by the Merger Agreement, (B) any Company Takeover Proposal, (C) any change in the management or board of directors of Company (other than as contemplated by the Merger Agreement) and (D) any action or agreement that would result in a breach of any representation, warranty, covenant or agreement or any other obligation of Company under the Merger Agreement or of such Stockholder under this Agreement. The obligations of each Stockholder specified in this paragraph 4 shall apply whether or not (x) the Board of Directors of Company (or any committee thereof) shall (I) make a Company Adverse Recommendation Change, or (II) approve or recommend, or allow Company or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or similar agreement constituting or related to any Company Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a) of the Merger Agreement, or (y) Company breaches any of its representations, warranties, agreements or covenants set forth in the Merger Agreement; provided, however, that, in the event of a Company Adverse Recommendation Change, the obligation of the Stockholders to vote Shares in the manner set forth in clauses (i) and (ii) of this paragraph 4 shall apply only to an aggregate number of Shares that is equal to one third of the total number of shares of Company Common Stock entitled to vote in respect of such matter and the Stockholders shall cause all remaining Shares to be voted in a manner that is proportionate to the manner in which all holders of shares of Company Common Stock (other than the Stockholders) vote in respect of such matter.
	5. In furtherance of the agreements contained in paragraph 4 of this Agreement and as security for such agreements, each Stockholder hereby irrevocably appoints R. Richard Fontaine and Daniel A. DeMatteo (the “Grantees”), and each of them individually, as the sole and exclusive attorneys-in-fact and proxies of such Stockholder, for and in the name, place and stead of such Stockholder, with full power of substitution and resubstitution, to vote, grant a consent or approval in respect of, or execute and deliver a proxy to vote, those Shares that are Company Common Stock (a) in favor of the adoption of the Merger Agreement, (b) against any matter referred to in paragraph 4(ii) of this Agreement, and (c) in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any annual or special meeting of the stockholders of Company held in connection with any of the foregoing. Each Stockholder hereby affirms that the irrevocable proxy granted by this paragraph 5 is given in connection with, and in consideration of, the execution of the Merger Agreement by Company, GameStop, GSC Holding Corp., Cowboy Subsidiary LLC and Eagle Subsidiary LLC and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the proxy granted in this paragraph 5 is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked by a Stockholder. Each Stockholder hereby ratifies and confirms all that the Grantees may lawfully do or cause to be done by virtue hereof. The proxy contained herein with respect to shares of Company Common Stock is intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.
	6. In consideration for GameStop and the Company entering into the Merger Agreement agreeing to cause Holdco to enter into the Registration Rights Agreement, Mr. James Kim shall on or prior to the Closing Date enter into the non-compete agreement in the form attached hereto as Exhibit B.
	7. The parties acknowledge and agree that nothing contained in this Agreement shall restrict, limit or prohibit any affiliate of any Stockholder from exercising (in his capacity as a director of Company or any such Person) his fiduciary duties as such a director.

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	8. Each Stockholder represents and warrants that it has all necessary power and authority to enter into this Agreement and to grant the irrevocable proxy provided for in paragraph 5, and that this Agreement is the legal, valid and binding agreement of such Stockholder and is enforceable against such Stockholder in accordance with its terms.
	9. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement.
	10. This Agreement may be terminated as to any Stockholder at the option of such Stockholder, Company or GameStop at any time after the earlier of (a) termination of the Merger Agreement in accordance with its terms or (b) the day following the Effective Time.
	11. From time to time each Stockholder shall take such further actions as GameStop may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.
	12. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflict of laws.
	13. Each Stockholder recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause GameStop to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore each Stockholder agrees that in the event of any such breach, GameStop shall be entitled to specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting any bond.
	14. The effectiveness of this Agreement shall be conditioned upon the execution and delivery of the Merger Agreement by each of the parties thereto.
	15. Except as provided in Section 2(b), each Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any Person to which legal or beneficial ownership of the Shares shall pass, whether by operation of law or otherwise. Neither this Agreement, nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any such interests or obligations shall be void.
	16. This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall constitute one instrument.

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	EB NEVADA INC.

	By:	/s/ James J. Kim

	Name: James J. Kim

	Title:	President and Chief Executive Officer

	/s/ James J. Kim
	James J. Kim
	Acknowledged and Agreed:
	GAMESTOP CORP.

	By:	/s/ R. Richard Fontaine

	Name: R. Richard Fontaine

	Title:	Chief Executive Officer

	ELECTRONICS BOUTIQUE HOLDINGS CORP.

	By:	/s/ Jeffrey W. Griffiths

	Name: Jeffrey W. Griffiths

	Title:	President and Chief Executive Officer

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		Number of Shares
Name of Stockholder		of Company Owned
EB Nevada Inc.			11,569,101
James J. Kim			11,866,601	(1)

(1)	Includes 11,569,101 shares owned by EB Nevada Inc. and 297,500 options (both vested and unvested) to purchase EB common stock.

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	“Board” shall mean the board of directors of the Company.
	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.
	“Holder” shall mean, collectively, the Stockholders and the Permitted Transferees; provided, however, that the term “Holder” shall not include any of the foregoing that ceases to own or hold any Registrable Securities.
	“Permitted Transferee” shall have the meaning set forth in Section 11.
	“Registrable Securities” shall mean (i) the Company Stock Consideration issued to the Stockholders pursuant to the terms of the Merger Agreement, and (ii) shall include any shares of the Company’s Common Stock issued with respect to the Registrable Securities as a result of any stock split, stock dividend, recapitalization, exchange or similar event; provided, however, that all Registrable Securities shall cease to be Registrable Securities once they have been sold pursuant to a registration statement or such shares are transferred pursuant to Rule 144 or are eligible to be sold without restriction pursuant to Rule 144(k).
	“Rule 144” shall mean Rule 144 promulgated under the Securities Act and any successor or substitute rule, law or provision.
	“SEC” shall mean the Securities and Exchange Commission.
	“Securities Act” shall mean the Securities Act of 1933, as amended, and all of the rules and regulations promulgated there under.

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	(a) Pursuant to Section 3 hereof, prepare and file with the SEC a registration statement on Form S-3, or such other form as may be utilized by the Company and as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods thereof, as specified in writing by the Holders thereof;
	(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to keep such registration statement effective during the Registration Period and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Registrable Securities by the Holders, and furnish to the Holders of Registrable Securities registered thereby and the underwriters, if any, thereof and the sales or placement agent, if any, therefor copies of any such supplement or amendment prior to its being used and/or filed with the SEC;
	(c) comply in all material respects with the provisions of the Securities Act applicable to the Company with respect to the disposition of all of the Registrable Securities covered by such

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	Registration Statement in accordance with the intended method or methods of disposition by the Holders thereof;
	(d) provide the Holders and counsel for the Holders thereof the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC and each supplement or amendment thereto;
	(e) furnish to each Holder of Registrable Securities to be registered in such registration statement (A) such number of copies (including manually executed and conformed copies) of such registration statement and of each amendment thereof and supplement thereto (including all annexes, appendices, schedules and exhibits), (B) such number of copies of the prospectus used in connection with such registration statement (including each preliminary prospectus, any summary prospectus and the final prospectus and including prospectus supplements), and (C) such number of copies of other documents, if any, incorporated by reference in such registration statement or prospectus, in each case as each respective party may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by any such Holder, offered or sold by such agent, or underwritten by such underwriter, and to permit each Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of such prospectus (including each preliminary prospectus, any summary prospectus and the final prospectus) and any amendment or supplement thereto by each Holder and by any such agent and underwriter, in each case in the form most recently provided to such party by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including each preliminary prospectus, any summary prospectus and the final prospectus) or any supplement or amendment thereto;
	(f) promptly notify the Holders of Registrable Securities registered thereby, the managing underwriter or underwriters, if any, thereof and the sales or placement agent, if any, therefor and, if requested by any such party, confirm such notification in writing, (A) when a prospectus or any prospectus supplement has been filed with the SEC and when the registration statement or any post-effective amendment thereto has been filed with and declared effective by the SEC, (B) of the issuance by the SEC of any stop order or the coming to its knowledge of the initiation of any proceedings for that purpose, (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (D) of the occurrence of any event that requires the making of any changes to the registration statement or related prospectus so that such documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (and the Company shall promptly prepare and furnish to the Holders upon request, a reasonable number of copies of a supplemented or amended prospectus such that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading), and (E) of the Company’s determination that the filing of a post-effective amendment to the registration statement shall be necessary or appropriate; and, upon the receipt of any notice from the Company of the occurrence of any event of the kind described in this Section 5(f)(B), (C) (but only with respect to the jurisdiction suspending qualification), (D) or (E), (1) the Holders, underwriters and agents shall forthwith discontinue any offer and disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities and, if so directed by the Company, shall deliver to the Company all copies (other than permanent file copies) of the defective prospectus covering such Registrable Securities that are then in the Holders’, underwriters’ and agents’ possession or control, and (2) the Company shall, as promptly as practicable thereafter (subject, in the case of Section 5 (f)(D), to the provisions of Section 10), take such action as shall be necessary to remedy such event to permit the Holders (and the underwriters and agents, if any) to continue to offer and dispose of the Registrable

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	Securities, including, without limitation, preparing and filing with the SEC and furnishing to the Holders a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of the Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
	(g) use its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under and to the extent required by such other securities or state blue sky laws of such jurisdictions as any Holder, underwriter or sales or placement agent shall request, and do any and all other acts and things that may be necessary under such securities or blue sky laws to enable the Holders, underwriters and agents to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by the Holders, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or submit to liability for state or local taxes where it would not otherwise be liable for such taxes;
	(h) if requested by any managing underwriter or underwriters, any placement or sales agent or any Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the SEC and as such managing underwriter or underwriters, such agent or such Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold by the Holders or agent or to any underwriters, the name and description of the Holders, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by the Holders or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;
	(i) use its reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, that may be required to effect such registration or the offering or sale in connection therewith or to enable the Holders to offer, or to consummate the disposition of, the Registrable Securities; and
	(j) furnish to the Holders or the managing underwriters, if any, on a timely basis and at the Company’s expense, certificates free of any restrictive legends representing ownership of the Registrable Securities being sold in such denominations and registered in such names as the Holders or managing underwriters shall request, and notify the transfer agent of the Company’s securities that it may effect transfers of the Registrable Securities upon notification from each respective Holder that it has complied with this Agreement and the prospectus delivery requirements of the Securities Act.

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	GSC Holdings Corp.
	2250 William D. Tate Avenue
	Grapevine, Texas 76051
	Telecopy No: 817-424-2820
	Attention: R. Richard Fontaine

	Bryan Cave LLP
	1290 Avenue of the Americas
	New York, NY 10104
	Telecopy No.: 212-541-1400
	Attention: Michael N. Rosen

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	Mr. James J. Kim
	EB Nevada Inc.
	911 Mount Pleasant Road
	Bryn Mawr, PA 19010
	Telecopy No.: 610-525-7881

	Drinker Biddle & Reath, LLP
	One Logan Square
	18th & Cherry Streets
	Philadelphia, PA 19103
	Telecopy No.: 215-988-2757
	Attention: Stephen Burdumy

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	GSC HOLDINGS CORP.

	By:

	Name:
	Title:
	STOCKHOLDERS:
	EB NEVADA INC.

	By:

	Name:
	Title:
	James J. Kim

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	Print Name of Permitted Transferee:

	By:

	Name:
	Title:
	Permitted Transferee’s Address and Fax Number for Notice:
	Accepted:
	GSC HOLDINGS CORP.

	By:

	Name:
	Title:
	Date:

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	1.1 The Company is engaged in the Business.
	1.2 Founder currently beneficially owns approximately 48.5% of the shares of Company Common Stock.
	1.3 Founder acknowledges that Holdco and GameStop would not enter into the Merger Agreement unless Founder agreed not to undertake activities competitive with the existing Business and operations of the Company, GameStop and Holdco, as contemplated in connection with the

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	Mergers and in the related documentation, and that, accordingly, this Agreement is a material inducement to Holdco and GameStop to enter into and carry out the terms of the Merger Agreement. Founder has therefore entered into this Agreement to induce Holdco and GameStop to enter into the Merger Agreement.
	1.4 This Agreement does not constitute a violation of any other agreement to which Founder is a party and has been executed and delivered by Founder after having an opportunity to consult with Founder’s legal and other professional counsel and advisors.
	1.5 Founder has full power and authority to enter into, and has obtained all necessary authorizations and approvals required for the execution and delivery of, this Agreement.
	1.6 Founder has taken all necessary actions to execute and deliver this Agreement, and it constitutes a valid and binding agreement of Founder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

	2.1 Territories. The parties hereto acknowledge that the Company has, directly or indirectly, conducted the Business throughout each of the Territories. For the purposes hereof, the term “Territories” shall mean any and all of the following geographic areas:

	2.1.1 Each and every county or other political or geographical subdivision in the United States of America and the dependent territories of the United States of America, including, without limitation, Guam and Puerto Rico; and
	2.1.2 Each and every county or other political or geographical subdivision in the countries in which the Company currently operates stores, which countries are listed on Schedule A attached hereto.

	2.2 Non-Competition.

	2.2.1 For purposes of this Agreement, the Company’s primary business consists of selling video game hardware and software, PC entertainment software, pre-played video games and related accessories and products to consumers (the “Business”). The Business has been developed and is being developed by Founder, among others, in his capacities as director and chairman of the board of directors of the Company. Founder has primarily engaged in these activities in Pennsylvania. The Company has places of business and/or has developed and established certain business relations and customer loyalty and goodwill throughout the Territories. For the purposes of this Agreement, a “Competitive Business” means any person, sole proprietorship, partnership, limited liability company, corporation, firm, association, or other business organization, enterprise or entity (collectively, “Person”), which is engaged in, or engages in after the date of this Agreement, directly or indirectly (including without limitation through control, directly or indirectly, of any Person), the Business.
	2.2.2 Commencing as of the Effective Time and until the expiration of the Non-Competition Term (as hereinafter defined), Founder shall not, within the Territories, either individually, or as a member of any group, without the prior written consent of Holdco (which consent can be withheld at Holdco’s sole and absolute discretion), (i) acquire any ownership interest in, or (ii) provide services to, or (iii) assist or participate in the organization, promotion or founding of, or (iv) except as contemplated by the Merger Agreement, serve on the Board of Directors or Advisory Board of, or (v) act as a consultant to, or (vi) serve as an officer, employee, representative or agent of, or otherwise participate in any capacity in the management or operations of, any Person which at the time of such activity by Founder is a Competitive Business; provided, however, that Founder’s acquisition for investment purposes only of less than five percent (5%) of the outstanding securities of any corporation, partnership, joint venture or

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	other business enterprise which are regularly traded on a national securities exchange or through the National Market System of the National Association of Securities Dealers Automated Quotation System, will not violate Section 2.2.2(i) of this Agreement.

	2.3 Non-Interference With Customers or Suppliers. Without limiting Section 2.2 of this Agreement in any way, commencing as of the Effective Time and until the expiration of the Non-Solicitation Term, Founder shall not, directly or indirectly, without the prior written consent of Holdco (which consent can be withheld at Holdco’s sole and absolute discretion), either for his own benefit or purpose or on behalf of any Competitive Business, interfere with or attempt to interfere with the business relationship between the Company or Holdco (or any of its Affiliates) or any Person, if such Person then is, or has been within twelve (12) months preceding the date of such activity by Founder: (x) a customer or supplier of the Company or any of its Affiliates or (y) a Person to whom the Company has provided services or engaged in business.
	2.4 Non-Solicitation of Employees and Consultants. Without limiting Section 2.2 of this Agreement in any way, commencing as of the Effective Time and until the expiration of the Non-Solicitation Term, Founder shall not, directly or indirectly, without the prior written consent of Holdco (which consent can be withheld at Holdco’s sole and absolute discretion), either alone or jointly, with or on behalf of others, directly or indirectly, whether as principal, partner, agent, stockholder, director, employee, consultant or otherwise, or solicit the employment or engagement of, or otherwise entice away from the employment or engagement of Holdco or any of its Affiliates, either for Founder’s own benefit or purpose or for any other person, firm or company, any person who was employed or engaged by Holdco or any such Affiliate during the twelve (12) months preceding the date of such activity by the Founder, whether or not such person would commit any breach of contract by reason of his or her leaving the service of Holdco or any of its Affiliates; provided, however, this Section 2.4 shall not apply to family members of the Founder.
	2.5 Term. For purposes of this Agreement, (i) the “Non-Competition Term” with respect to Founder shall mean the period commencing as of the Effective Time and ending three (3) years following the Effective Time; and (ii) the “Non-Solicitation Term” with respect to Founder shall mean the period commencing as of the Effective Time and ending two (2) years following the Effective Time. Notwithstanding anything herein to the contrary, this Agreement shall terminate upon termination of the Merger Agreement in accordance with its terms.

	3.1 Injunctive Relief. Founder acknowledges and agrees that in the event of a prospective or actual breach of this Agreement by Founder, damages may not be an adequate remedy to compensate Holdco, GameStop and the Company for the loss of goodwill and customer loyalty, impairment of trade secrets and other proprietary information, and other harm to the Business of the Company. Accordingly, in addition to all other rights and remedies Holdco may have at law or in equity, in the event of a threatened or actual breach of any of the terms and provisions of this Agreement, in the event Holdco seeks a temporary restraining order, or seeks either temporary or preliminary injunctive relief, to prevent or enjoin such anticipated or actual breach, Founder waives any and all rights to and agrees not to assert or argue that Holdco has failed to demonstrate irreparable injury or the necessity of the posting of a bond in connection with any such proceeding, provided that nothing in this Agreement shall be construed to limit the damages otherwise recoverable by Holdco in any such event.
	3.2 Notification of Third Parties. In addition, Holdco shall have the right in good faith to inform any entity described in Section 2 above, and the principals of such entities, and any other third party that Holdco reasonably believes to be, or to be contemplating, participating with Founder or receiving from Founder assistance in violation of the terms of this Agreement and of the rights of Holdco, GameStop and the Company under this Agreement, and that participation by such entity or persons with Founder in activities in violation of Founder’s agreement not to compete with or solicit

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	customers, employees, or consultants from Holdco, GameStop and the Company may give rise to claims by Holdco, GameStop and the Company against such entity, persons or third parties.

	4.1 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid under applicable laws. However, the provisions of this Agreement are severable, and if any one or more provisions may be determined to be invalid, unenforceable or prohibited, in whole or in part, under such applicable law by a court or other tribunal of competent jurisdiction, such provision shall be construed, interpreted, modified or limited by such court or tribunal to effectuate its purpose to the maximum legally permissible extent. If such provision cannot be construed and interpreted so as to be valid under such law, each such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating the remainder of any such provision or the remaining provisions of this Agreement, and this Agreement shall be construed to the maximum extent possible to carry out its terms without such invalid or unenforceable provision or portion of such provision.
	Without limiting the generality of the foregoing, if any covenant or other provision contained in this Agreement shall be declared to be invalid, unenforceable or prohibited by a court or other tribunal of competent jurisdiction with respect to any part of the Territories, such covenant or provision shall not be affected with respect to any other part of the Territory, and each of the parties agrees and submits to the reduction of such territorial restriction to such an area as said court shall deem reasonable.
	4.2 Binding Effect; Benefit to Successors. This Agreement shall be binding upon Founder, and shall inure to the benefit of Holdco and its parent, affiliated and subsidiary corporations, successors, representatives and assigns, including any successors to or assigns of Holdco.
	4.3 Third Party Beneficiary. The parties agree that the Company and GameStop are third party beneficiaries of this Agreement and, independently of Holdco, shall be entitled to enforce this Agreement in all cases and in all respects as if it were Holdco.
	4.4 Attorneys’ Fees and Costs. In the event of a breach, or alleged breach, of any agreement, term or provision of this Agreement and the filing of a suit or other legal proceeding in connection with the enforcement or construction of any provision of this Agreement, the prevailing party in such suit or other proceeding shall, in addition to any other remedies available to it, be entitled to reasonable attorneys’ fees and costs from the losing party.
	4.5 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not laws pertaining to conflicts or choice of law) of the State of Delaware in all respects, including all matters of validity, construction and performance of this Agreement.
	4.6 Entire Agreement. This Agreement constitutes the entire agreement between Founder and Holdco with respect to the subject matter of this Agreement. No claim of waiver, modification, amendment, consent, or acquiescence with respect to any of the provisions shall be made against any party, except on the basis of a written instrument duly executed the party alleged to be bound thereby.
	4.7 Failure to Enforce. The failure of any party to this Agreement to enforce any threatened or existing violation, default or breach of this Agreement shall not be deemed a waiver of such a violation, default or breach, and the other party to this Agreement have the right to enforce the same at a later time and the right to waive in writing any condition imposed in this Agreement for such party’s benefit without thereby waiving any other provision or condition.
	4.8 Incorporation of Recitals. The Recitals to this Agreement are an integral part of this Agreement and are hereby incorporated in this Agreement verbatim as a part of this Agreement as if set forth in full.

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4.9 Notices. Any and all notices and demands by any party to this Agreement to any other party, required or desired to be given under this Agreement, shall be in writing and shall be validly given or made only if deposited in the United States mail, express, certified or registered, postage prepaid, return receipt requested, or if made by Federal Express or other similar delivery service keeping records of deliveries and attempted deliveries. If such notice or demand is served in the manner provided, service shall be conclusively deemed made on the first business day delivery is attempted or upon receipt, whichever is sooner. The parties may change their address for the purpose of receiving notices or demands by a written notice given in the manner set forth above to the other, which notice of change of address shall not become effective, however, until the actual receipt of such notice by the other.

	Mr. James J. Kim
	911 Mount Pleasant Road
	Bryn Mawr, PA 19010
	Telecopy No.: 610-525-7881

	Drinker Biddle & Reath, LLP
	One Logan Square
	18th & Cherry Streets
	Philadelphia, PA 19103
	Telecopy No.: 215-988-2757
	Attention: Stephen Burdumy

	GSC Holdings Corp.
	2250 William D. Tate Avenue
	Grapevine, Texas 76051
	Telecopy No: 817-424-2820
	Attention: R. Richard Fontaine

	Bryan Cave LLP
	1290 Avenue of the Americas
	New York, New York 10104
	Telecopy No: 212-541-1400
	Attention: Michael N. Rosen

	4.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and together which shall constitute one and the same agreement.

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FOUNDER:		GSC HOLDINGS CORP.
		By:
Mr. James J. Kim		Name: Title:

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1. Each Stockholder represents, warrants and agrees that (a) Schedule I to this Agreement sets forth the number and type of shares of GameStop Common Stock (such shares, together with any shares of GameStop Common Stock acquired by such Stockholder on or after the date of this Agreement, whether by exercise of options, warrants or other derivative securities or otherwise, the “Shares”) and the number and type of shares of GameStop Common Stock that are issuable upon exercise of outstanding warrants, options or other derivative securities, whether or not exercisable (the “Derivative Securities”), of which such Stockholder is the record or beneficial owner, (b) such Stockholder owns such Shares and Derivative Securities, free and clear of all liens, pledges, charges, encumbrances, voting agreements and commitments of every kind, except for encumbrances imposed by margin accounts maintained by each Stockholder or pledges to investment banks or other third party lenders, and (c) such Stockholder has the power to vote all Shares without restriction and no proxies heretofore given in respect of any or all of the Shares are irrevocable and that any such proxies have heretofore been or are hereby revoked. Each Stockholder further represents and warrants

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	that (i) the Spin-Off and the transactions contemplated by the Merger Agreement are not part of a plan (or series of related transactions) involving such Stockholder (and to the knowledge of such Stockholder, involving any other Person) pursuant to which one or more Persons acquire directly or indirectly stock representing a 50-percent or greater interest (measured by voting power or value) in GameStop (for these purposes, the acquisition of GameStop by Holdco in accordance with the terms of the Merger Agreement will not be considered a plan to acquire a 50-percent or greater interest in GameStop) and (ii) it had no agreement, understanding, arrangement or Substantial Negotiations with GameStop, the Company, or any other Person regarding the transactions contemplated by the Merger Agreement or similar transactions at any time prior to November 13, 2004 and to the Stockholder’s knowledge, no Person had an agreement, understanding, arrangement or Substantial Negotiations with GameStop, Barnes & Noble, Inc. (“B&N”) or the Company regarding the transactions contemplated by the Merger Agreement or similar transactions at any time prior to November 13, 2004. For purposes of this Agreement, “Spin-Off” means the distribution of GameStop Class B Common Stock by B&N on November 12, 2004, which was intended to be tax-free pursuant to Section 355 of the Code, and “Substantial Negotiations” include discussions of significant economic terms (e.g. the exchange ratio in a reorganization) between, on the one hand, such Stockholders or one or more officers, directors or controlling stockholders of GameStop or B&N or another Person or Persons with the implicit or explicit permission of one or more officers, directors or controlling stockholders of GameStop or B&N with, on the other hand, one or more officers, directors or controlling stockholders of the Company or another Person or Persons with the implicit or explicit permission of one or more officers, directors or controlling stockholders of the Company.
	2. Each Stockholder agrees that it will not, directly or indirectly, sell, transfer, assign, pledge, encumber or otherwise dispose of any of the Shares, or any interest therein, or any other securities convertible into or exchangeable for GameStop Common Stock (including the Derivative Securities), or any voting rights with respect thereto or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy) other than (a) pursuant to the Mergers, (b) encumbrances imposed by margin accounts maintained by each Stockholder or pledges to investment banks or other third party lenders and any other transfers resulting therefrom, (c) transfers to family members of any Stockholder, (d) transfers by operation of law, by will or pursuant to the laws of decent or distribution, or (e) with the prior written consent of the Company; provided that, in the case of clauses (c) and (d) such family member or transferee shall become a party to this Agreement subject to its terms and obligations to the same extent as such Stockholder, by executing and delivering to GameStop and the Company a counterpart to this Agreement. Each Stockholder hereby agrees to authorize and request GameStop to notify its transfer agent that there is a stop transfer order with respect to all of the Shares and that this Agreement places limits on the voting of the Shares. If so requested by the Company, each Stockholder agrees that the certificates representing Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in paragraph 4 of this Agreement.
	3. At every meeting of the stockholders of GameStop called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of GameStop, each Stockholder irrevocably agrees to vote any Shares entitled to be voted thereat or to cause any such Shares to be voted: (i) in favor of adoption of the Merger Agreement; and (ii) against (A) any proposal made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the GameStop Merger or any other transaction contemplated by the Merger Agreement, (B) any GameStop Takeover Proposal, (C) any change in the management or board of directors of GameStop (other than as contemplated by the Merger Agreement) and (D) any action or agreement that would result in a breach of any representation, warranty, covenant or agreement or any other obligation of GameStop under the Merger Agreement or of such Stockholder under this Agreement. The obligations of each Stockholder specified in this paragraph 3 shall apply whether or not (x) the Board of Directors of GameStop (or any committee thereof) shall (I) withdraw (or modify in a manner adverse to the Company), or publicly propose to withdraw (or modify in a manner adverse to the Company), the approval, recommendation or declaration of

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	advisability by such Board of Directors or any such committee thereof of the Merger Agreement, the GameStop Merger or the other transactions contemplated by the Merger Agreement, or (II) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any GameStop Takeover Proposal, or (III) approve or recommend, or allow GameStop or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or similar agreement constituting or related to any GameStop Takeover Proposal (other than a confidentiality agreement referred to in Section 5.3(a) of the Merger Agreement), or (y) GameStop breaches any of its representations, warranties, agreements or covenants set forth in the Merger Agreement.
	4. In furtherance of the agreements contained in paragraph 3 of this Agreement and as security for such agreements, each Stockholder hereby irrevocably appoints R. Richard Fontaine and Daniel A. DeMatteo (the “Grantees”), and each of them individually, as the sole and exclusive attorneys-in-fact and proxies of such Stockholder, for and in the name, place and stead of such Stockholder, with full power of substitution and resubstitution, to vote, grant a consent or approval in respect of, or execute and deliver a proxy to vote, those Shares that are GameStop Common Stock (a) in favor of the adoption of the Merger Agreement, (b) against any matter referred to in paragraph 3(ii) of this Agreement, and (c) in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any annual or special meeting of the stockholders of GameStop held in connection with any of the foregoing. Each Stockholder hereby affirms that the irrevocable proxy granted by this paragraph 4 is given in connection with, and in consideration of, the execution of the Merger Agreement by Company, GameStop, GSC Holdings Corp., Cowboy Subsidiary LLC and Eagle Subsidiary LLC and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the proxy granted in this paragraph 4 is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked by a Stockholder. Each Stockholder hereby ratifies and confirms all that the Grantees may lawfully do or cause to be done by virtue hereof. The proxy contained herein with respect to shares of GameStop Common Stock is intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.
	5. The parties acknowledge and agree that nothing contained in this Agreement shall restrict, limit or prohibit any affiliate of any Stockholder from exercising (in his capacity as a director of GameStop or any such Person) his fiduciary duties as such a director.
	6. Each Stockholder represents and warrants that it has all necessary power and authority to enter into this Agreement and to grant the irrevocable proxy provided for in paragraph 5, and that this Agreement is the legal, valid and binding agreement of such Stockholder and is enforceable against such Stockholder in accordance with its terms.
	7. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement.
	8. This Agreement may be terminated as to any Stockholder at the option of such Stockholder, Company or GameStop at any time after the earlier of (a) termination of the Merger Agreement in accordance with its terms or (b) the day following the Effective Time.
	9. From time to time each Stockholder shall take such further actions as the Company may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.
	10. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflict of laws.
	11. Each Stockholder recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the Company to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore each Stockholder

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	agrees that in the event of any such breach, the Company shall be entitled to specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting any bond.
	12. The effectiveness of this Agreement shall be conditioned upon the execution and delivery of the Merger Agreement by each of the parties thereto.
	13. Except as provided in Section 2(b), each Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any Person to which legal or beneficial ownership of the Shares shall pass, whether by operation of law or otherwise. Neither this Agreement, nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any such interests or obligations shall be void.
	14. This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall constitute one instrument.

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	/s/ Leonard Riggio
	Leonard Riggio
	BARNES & NOBLE COLLEGE BOOKSELLERS, INC.

	By:	/s/ Leonard Riggio

	Name: Leonard Riggio

	Title:	Chairman

	/s/ Leonard Riggio
	Leonard Riggio, as Co-Trustee of The Riggio
	Foundation
	Acknowledged and Agreed:
	GAMESTOP CORP.

	By:	/s/ R. Richard Fontaine

	Name: R. Richard Fontaine

	Title:	Chief Executive Officer

	ELECTRONICS BOUTIQUE HOLDINGS CORP.

	By:	/s/ Jeffrey W. Griffiths

	Name: Jeffrey W. Griffiths

	Title:	President and Chief Executive Officer

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		Number of Shares
Name of Stockholder		of GameStop Owned
Leonard Riggio		Class A Common Stock: 4,500,000(1)
		Class B Common Stock: 5,256,936(2)
Barnes & Noble College Booksellers, Inc.		Class B Common Stock: 1,126,913(2)
The Riggio Foundation		Class B Common Stock: 654,946(2)

(1)	All of these shares are issuable upon the exercise of stock options.
(2)	Mr. Riggio is the direct beneficial owner of 3,475,077 shares of Class B Common Stock. Mr. Riggio is the indirect beneficial owner of 1,126,913 shares of Class B Common Stock owned by Barnes & Noble College Booksellers, Inc., a New York corporation, of which Mr. Riggio owns all of the currently outstanding voting securities. As co-trustee of The Riggio Foundation, a charitable trust, Mr. Riggio is the indirect beneficial owner of 654,946 shares of Class B Common Stock owned by The Riggio Foundation. Excluded from the definition of “Shares” under this Agreement are 302,712 shares of Class B Common Stock held in a rabbi trust established by Barnes & Noble, Inc. for the benefit of Mr. Riggio pursuant to a deferred compensation arrangement, but over which Mr. Riggio has no voting power.

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	Paragraph 4. The first sentence of Paragraph 4 of the Riggio Group Voting Agreement is hereby amended by deleting the words “R. Richard Fontaine and Daniel A. DeMatteo” and replacing them with the following:

	Conflict. In the event of any conflict between the terms of the Riggio Group Voting Agreement and the terms of this Amendment, the terms of this Amendment shall control.
	Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original and together shall constitute one and the same document.
	Effectiveness of Agreement. Except as expressly amended hereby, all provisions of the Riggio Group Voting Agreement shall remain in full force and effect.

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	/s/ Leonard Riggio
	Leonard Riggio
	BARNES & NOBLE COLLEGE BOOKSELLERS, INC.

	By:	/s/ Leonard Riggio

	Name: Leonard Riggio

	Title:	Chairman

	/s/ Leonard Riggio
	Leonard Riggio, as Co-Trustee of The Riggio
	Foundation
	Acknowledged and Agreed:
	GAMESTOP CORP.

	By:	/s/ David W. Carlson

	Name: David W. Carlson

	Title:	Executive Vice President and Chief Financial Officer

	ELECTRONICS BOUTIQUE HOLDINGS CORP.

	By:	/s/ Jeffrey W. Griffiths

	Name: Jeffrey W. Griffiths

	Title:	President and Chief Executive Officer

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	Very truly yours,
	/s/ Citigroup Global Markets Inc.
	CITIGROUP GLOBAL MARKETS INC.

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	(1) Reviewed certain publicly available business and financial information relating to the Company and the Acquiror that we deemed to be relevant;
	(2) Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of the Company and the Acquiror, as well as the amount and timing of the cost savings and related expenses and synergies expected to result from the Mergers (the “Expected Synergies”) furnished to us by each of the Company and the Acquiror;
	(3) Conducted discussions with members of senior management of the Company and the Acquiror concerning the matters described in clauses 1 and 2 above, as well as their respective businesses and prospects before and after giving effect to the Mergers and the Expected Synergies;
	(4) Reviewed the market prices and valuation multiples for the Company Common Stock and the Acquiror Common Stock and compared them with those of certain publicly traded companies that we deemed to be relevant;
	(5) Reviewed the results of operations of the Company and the Acquiror and compared them with those of certain publicly traded companies that we deemed to be relevant;
	(6) Compared the proposed financial terms of the Mergers with the financial terms of certain other transactions that we deemed to be relevant;
	(7) Participated in certain discussions and negotiations among representatives of the Company and the Acquiror and their financial and legal advisors;
	(8) Reviewed the potential pro forma impact of the Mergers;
	(9) Reviewed an April 17, 2005 draft of the Agreement;
	(10) Reviewed an April 17, 2005 draft of the Kim Group Voting Agreement;
	(11) Reviewed an April 16, 2005 draft of the Riggio Group Voting Agreement;
	(12) Reviewed an April 17, 2005 form of the Registration Rights Agreement;
	(13) Reviewed an April 16, 2005 form of the Non-Competition Agreement; and
	(14) Reviewed such other financial studies and analyses and took into account such other matters as we deemed necessary, including our assessment of general economic, market and monetary conditions.

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	Very truly yours,

	/s/ Merrill Lync	h, Pierce, Fenner & Smith

	Incorporated

	MERRILL LYNC	H, PIERCE, FENNER & SMITH

	INCORPORATED

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	(i) reviewed certain publicly available financial statements and other information of the Company and GameStop;
	(ii) reviewed certain internal financial statements and other financial and operating data concerning the Company and GameStop prepared by the management of the Company and GameStop, respectively;
	(iii) reviewed certain financial projections for the Company and GameStop, including estimates of certain potential benefits of the proposed business combination, prepared by the management of the Company and GameStop, respectively;
	(iv) discussed the past and current operations, financial condition and prospects of the Company and GameStop with the management of the Company and GameStop, respectively;
	(v) reviewed the reported prices and trading activity of Company Common Stock and GameStop Common Stock;
	(vi) compared the financial performance and condition of the Company and GameStop and the reported prices and trading activity of Company Common Stock and GameStop Common Stock with that of certain other comparable publicly traded companies;
	(vii) reviewed publicly available information regarding the financial terms of certain transactions comparable, in whole or in part, to the Transactions;
	(viii) participated in certain discussions among representatives of each of the Company and GameStop;
	(ix) reviewed the draft Merger Agreement dated as of April 16, 2005, the draft Company Stockholder Voting Agreement dated as of April 17, 2005 and the draft GameStop Stockholder Voting Agreement dated as of April 17, 2005; and
	(x) performed such other analyses as we have deemed appropriate.

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	Very truly yours,
	/s/ Peter J. Solomon Company, l.p.
	PETER J. SOLOMON COMPANY, L.P.

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	(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.
	(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

	a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
	b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;
	c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or
	d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

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	(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

	(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
	(2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given,

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	provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

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	(1) issued or issuable pursuant to Options that have been or may be exercised;
	(2) issued as, or subject to issuance as a Restricted Share Award; and
	(3) issued or issuable under any other award granted under the terms of the Plan.

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	(a) Share appreciation rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of the Plan.

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	(b) Upon the exercise of a share appreciation right, a Holder shall be entitled to receive up to, but no more than, an amount in whole Shares equal to the excess of the then Fair Market Value of one Share over the option exercise price per Share specified in the related Option multiplied by the number of Shares in respect of which the share appreciation right shall have been exercised. Each share appreciation right may be exercised only at the time and so long as a related Option, if any, would be exercisable or as otherwise permitted by applicable law.
	(c) Upon the exercise of a share appreciation right, the Option or part thereof to which such share appreciation right is related shall be deemed to have been exercised for the purpose of the limitation of the number of Shares to be issued under the Plan, as set forth in Section 2.1 of the Plan.
	(d) With respect to share appreciation rights granted in connection with an Option that is intended to be an “incentive stock option,” the following shall apply:

	(i) No share appreciation right shall be transferable by a Holder otherwise than by will or by the laws of descent and distribution, and share appreciation rights shall be exercisable, during the Holder’s lifetime, only by the Holder.
	(ii) Share appreciation rights granted in connection with an Option may be exercised only when the Fair Market Value of the Shares subject to the Option exceeds the option exercise price at which Shares can be acquired pursuant to the Option.
	(iii) The share appreciation rights will expire no later than the expiration of the underlying incentive stock option.
	(iv) The exercise of the share appreciation right may not have economic and tax consequences more favorable than the exercise of the incentive stock option followed by an immediate sale of the underlying Shares, and the value of the payout with respect to the share appreciation right may be for no more than 100% of the excess of the Fair Market Value of the Shares subject to the incentive stock option at the time the share appreciation right is exercised over the option price of the underlying incentive stock option.
	(v) The share appreciation right may be exercised only when the underlying incentive stock option is eligible to be exercised.

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	(a) the Committee shall establish in writing (x) the objective performance-based goals applicable to a given period and (y) the individual covered employees or class of covered employees to which such performance-based goals apply no later than 90 days after the commencement of such period (but in no event after 25 percent of such period has elapsed);
	(b) no performance-based compensation shall be payable to or vest with respect to, as the case may be, any covered employee for a given period until the Committee certifies in writing that the objective performance goals (and any other material terms) applicable to such period have been satisfied; and
	(c) after the establishment of a performance goal, the Committee shall not revise such performance goal or increase the amount of compensation payable thereunder (as determined in accordance with Section 162(m) of the Code) upon the attainment of such performance goal.
	Such performance goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to a Restricted Share Award or other Share-based award that is intended to comply with the Section 162(m) Exception, to the extent any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate the Section 162(m) Exception, such provision shall be of no force or effect. The applicable performance goals shall be based on one or more of the Performance Criteria set forth in Exhibit A hereto. The Committee may provide in any Award based on the attainment of performance goals that any evaluation of performance may include or exclude any of the following events that occurs during a performance period: (a) asset write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (f) acquisitions or divestitures; and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to covered employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility. Other performance goals may be used to the extent such goals satisfy the Section 162(m) Exception or the Award is not intended to satisfy the requirements of the Section 162(m) Exception.

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	(a) determine which affiliates and subsidiaries shall be covered by the Plan;
	(b) determine which employees, directors or third-party service providers outside the United States are eligible to participate in the Plan;
	(c) modify the terms and conditions of any Award granted to employees, directors or third-party service providers outside the United States to comply with applicable foreign laws;
	(d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and

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	procedures established under this Section 7.15 by the Committee shall be attached to the Plan document as appendices; and
	(e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

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	“The sale or transfer of shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Issuer’s 2005 Incentive Plan, and in the associated Restricted Share Agreement. A copy of the Plan and such Restricted Share Agreement may be obtained from the Issuer.”

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Item 20.	Indemnification of Directors and Officers

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Item 21.	Exhibits and Financial Statement Schedules

Exhibit
Number				Description
	2	.1		Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop Corp., Electronics Boutique Holdings Corp., GameStop, Inc., GSC Holdings Corp., Cowboy Subsidiary LLC and Eagle Subsidiary LLC (included as Annex A to the accompanying joint proxy statement-prospectus herein).
	3	.1		Amended and Restated Certificate of Incorporation of Holdco.
	3	.2		Amended and Restated Bylaws of Holdco.
	4	.1		Amendment to Rights Agreement, dated as of April 17, 2005, between GameStop Corp. and The Bank of New York, as Rights Agent. (incorporated by reference to Exhibit 4.1 to GameStop Corp.’s Current Report on Form 8-K filed on April 18, 2005).
	4	.2		Rights Agreement, dated as of June 27, 2005, between GSC Holdings Corp. and The Bank of New York, as Rights Agent.
	5	.1		Opinion of Bryan Cave LLP regarding legality of securities being registered.
	8	.1		Opinion of Bryan Cave LLP, counsel to GameStop Corp., as to material U.S. federal tax matters.
	8	.2		Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP, counsel to Electronics Boutique Holdings Corp., as to material U.S. federal tax matters.
	9	.1		Voting Agreement and Irrevocable Proxy, dated as of April 17, 2005, among Leonard Riggio, Barnes & Noble College Booksellers, Inc., The Riggio Foundation, GameStop Corp. and Electronics Boutique Holdings Corp. (incorporated by reference to Exhibit 9.1 to GameStop Corp.’s Current Report on Form 8-K filed on April 18, 2005).
	9	.2		Amendment to Voting Agreement and Irrevocable Proxy, dated as of April 19, 2005, among Leonard Riggio, Barnes & Noble College Booksellers, Inc., The Riggio Foundation, GameStop Corp. and Electronics Boutique Holdings Corp. (included as a part of Annex F to the accompanying joint proxy statement-prospectus herein).
	9	.3		Voting Agreement and Irrevocable Proxy, dated as of April 17, 2005, by and among EB Nevada Inc., James J. Kim, GameStop Corp. and Electronics Boutique Holdings Corp. (incorporated by reference to Exhibit 2.1 to Electronics Boutique Holdings Corp.’s Current Report on Form 8-K filed on April 18, 2005).
	10	.1		Form of Registration Rights Agreement among EB Nevada Inc., James J. Kim and GameStop Corp. (incorporated by reference to Exhibit 10.1 to Electronics Boutique Holdings Corp.’s Current Report on Form 8-K filed on April 18, 2005).
	10	.2		Form of Non-Competition Agreement between GSC Holdings Corp. and James J. Kim. (included as Annex E to the accompanying joint proxy statement-prospectus herein)
	10	.3		Holdco’s 2005 Incentive Plan (included as Annex K to the accompanying joint proxy statement-prospectus herein).
	10	.4		Senior Facility Commitment Letter, dated April 17, 2005, among GameStop Corp., Citicorp North America, Inc., Citigroup Global Markets Inc., Banc of America Bridge LLC, Banc of America Securities LLC, Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated.*
	10	.5		Commitment Letter, dated April 17, 2005, among GameStop Corp., Bank of America, N.A., Citigroup Global Markets Inc., Banc of America Securities LLC and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc.*
	23	.1		Consent of BDO Seidman, LLP, registered public accounting firm for GameStop Corp.
	23	.2		Consent of KPMG LLP, registered public accounting firm for Electronics Boutique Holdings Corp.
	23	.3		Consent of Bryan Cave LLP (included as part of its opinion filed as Exhibit 5.1 to the accompanying joint proxy statement-prospectus herein).
	23	.4		Consent of Bryan Cave LLP (included as part of its opinion filed as Exhibit 8.1 to the accompanying joint proxy statement-prospectus herein).

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Exhibit
Number				Description
	23	.5		Consent of Klehr, Harrison, Harvey, Branzburg & Ellers LLP (included as part of its opinion filed as Exhibit 8.2 to the accompanying joint proxy statement-prospectus herein).
	24	.1		Power of Attorney (included on signature page to this Registration Statement filed on May 23, 2005).*
	99	.1		Consent of Citigroup Global Markets Inc.*
	99	.2		Consent of Merrill Lynch & Co.*
	99	.3		Consent of Peter J. Solomon Company, L.P.*
	99	.4		Consent of Leonard Riggio to be named as a director.*
	99	.5		Consent of Michael N. Rosen to be named as a director.*
	99	.6		Consent of Stephanie M. Shern to be named as a director.*
	99	.7		Consent of Gerald R. Szczepanski to be named as a director.*
	99	.8		Consent of Edward A. Volkwein to be named as a director.*
	99	.9		Consent of James J. Kim to be named as a director.*
	99	.10		Consent of Stanley Steinberg to be named as a director.
	99	.11		Form of Proxy for Annual Meeting of Stockholders of GameStop Corp.
	99	.12		Form of Proxy for Annual Meeting of Stockholders of Electronics Boutique Holdings Corp.

*	Previously filed.

Item 22.	Undertakings.

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement); and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new

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	registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(5) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the Registrant undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
	(6) That every prospectus (i) that is filed pursuant to paragraph (5) above, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to this registration statement and will not be used until such amendment has become effective, and that for the purpose of determining liabilities under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(7) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Holdco pursuant to the foregoing provisions, or otherwise, Holdco has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event a claim of indemnification against such liabilities (other than the payment by Holdco of expenses incurred or paid by a director, officer or controlling person of Holdco in a successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, Holdco will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
	(8) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
	(9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

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	GSC Holdings Corp.

	By:	/s/ David W. Carlson

	David W. Carlson
	Executive Vice President and Chief Financial Officer

Signature				Capacity		Date
*    R. Richard Fontaine				Chairman and Chief Executive Officer and Director (Principal Executive Officer)		July 8, 2005
*    Daniel A. DeMatteo				Vice Chairman, Chief Operating Officer and Director		July 8, 2005
/s/ David W. Carlson    David W. Carlson				Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)		July 8, 2005

*	David W. Carlson hereby signs this Amendment No. 1 to the Registration Statement on behalf of each of the indicated persons for whom he is attorney-in-fact on July 8, 2005 pursuant to a power of attorney previously filed.

By: /s/ David W. Carlson    David W. Carlson				Attorney-in-fact		July 8, 2005

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Exhibit
Number				Description
	2	.1		Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop Corp., Electronics Boutique Holdings Corp., GameStop, Inc., GSC Holdings Corp., Cowboy Subsidiary LLC and Eagle Subsidiary LLC (included as Annex A to the accompanying joint proxy statement-prospectus herein).
	3	.1		Amended and Restated Certificate of Incorporation of Holdco.
	3	.2		Amended and Restated Bylaws of Holdco.
	4	.1		Amendment to Rights Agreement, dated as of April 17, 2005, between GameStop Corp. and The Bank of New York, as Rights Agent. (incorporated by reference to Exhibit 4.1 to GameStop Corp.’s Current Report on Form 8-K filed on April 18, 2005).
	4	.2		Rights Agreement, dated as of June 27, 2005, between GSC Holdings Corp. and The Bank of New York, as Rights Agent.
	5	.1		Opinion of Bryan Cave LLP regarding legality of securities being registered.
	8	.1		Opinion of Bryan Cave LLP, counsel to GameStop Corp., as to material U.S. federal tax matters.
	8	.2		Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP, counsel to Electronics Boutique Holdings Corp., as to material U.S. federal tax matters.
	9	.1		Voting Agreement and Irrevocable Proxy, dated as of April 17, 2005, among Leonard Riggio, Barnes & Noble College Booksellers, Inc., The Riggio Foundation, GameStop Corp. and Electronics Boutique Holdings Corp. (incorporated by reference to Exhibit 9.1 to GameStop Corp.’s Current Report on Form 8-K filed on April 18, 2005).
	9	.2		Amendment to Voting Agreement and Irrevocable Proxy, dated as of April 19, 2005, among Leonard Riggio, Barnes & Noble College Booksellers, Inc., The Riggio Foundation, GameStop Corp. and Electronics Boutique Holdings Corp. (included as a part of Annex F to the accompanying joint proxy statement-prospectus herein).
	9	.3		Voting Agreement and Irrevocable Proxy, dated as of April 17, 2005, by and among EB Nevada Inc., James J. Kim, GameStop Corp. and Electronics Boutique Holdings Corp. (incorporated by reference to Exhibit 2.1 to Electronics Boutique Holdings Corp.’s Current Report on Form 8-K filed on April 18, 2005).
	10	.1		Form of Registration Rights Agreement among EB Nevada Inc., James J. Kim and GameStop Corp. (incorporated by reference to Exhibit 10.1 to Electronics Boutique Holdings Corp.’s Current Report on Form 8-K filed on April 18, 2005).
	10	.2		Form of Non-Competition Agreement between GSC Holdings Corp. and James J. Kim. (included as Annex E to the accompanying joint proxy statement-prospectus herein)
	10	.3		Holdco’s 2005 Incentive Plan (included as Annex K to the accompanying joint proxy statement-prospectus herein).
	10	.4		Senior Facility Commitment Letter, dated April 17, 2005, among GameStop Corp., Citicorp North America, Inc., Citigroup Global Markets Inc., Banc of America Bridge LLC, Banc of America Securities LLC, Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated.*
	10	.5		Commitment Letter, dated April 17, 2005, among GameStop Corp., Bank of America, N.A., Citigroup Global Markets Inc., Banc of America Securities LLC and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc.*
	23	.1		Consent of BDO Seidman, LLP, registered public accounting firm for GameStop Corp.
	23	.2		Consent of KPMG LLP, registered public accounting firm for Electronics Boutique Holdings Corp.
	23	.3		Consent of Bryan Cave LLP (included as part of its opinion filed as Exhibit 5.1 to the accompanying joint proxy statement-prospectus herein).
	23	.4		Consent of Bryan Cave LLP (included as part of its opinion filed as Exhibit 8.1 to the accompanying joint proxy statement-prospectus herein).
	23	.5		Consent of Klehr, Harrison, Harvey, Branzburg & Ellers LLP (included as part of its opinion filed as Exhibit 8.2 to the accompanying joint proxy statement-prospectus herein).

---

Table of Contents

Exhibit
Number				Description
	24	.1		Power of Attorney (included on signature page to this Registration Statement filed on May 23, 2005).*
	99	.1		Consent of Citigroup Global Markets Inc.*
	99	.2		Consent of Merrill Lynch & Co.*
	99	.3		Consent of Peter J. Solomon Company, L.P.*
	99	.4		Consent of Leonard Riggio to be named as a director.*
	99	.5		Consent of Michael N. Rosen to be named as a director.*
	99	.6		Consent of Stephanie M. Shern to be named as a director.*
	99	.7		Consent of Gerald R. Szczepanski to be named as a director.*
	99	.8		Consent of Edward A. Volkwein to be named as a director.*
	99	.9		Consent of James J. Kim to be named as a director.*
	99	.10		Consent of Stanley Steinberg to be named as a director.
	99	.11		Form of Proxy for Annual Meeting of Stockholders of GameStop Corp.
	99	.12		Form of Proxy for Annual Meeting of Stockholders of Electronics Boutique Holdings Corp.

*	Previously filed.

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               GSC HOLDINGS CORP.

      GSC Holdings Corp., a corporation organized and existing under the laws of
the State of Delaware, pursuant to Sections 242 and 245 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented (the "GCL"), hereby certifies as follows:

      1. The name of this corporation is GSC Holdings Corp. The original
Certificate of Incorporation was filed on April 13, 2005.

      2. This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the original Certificate of Incorporation to read
in its entirety as follows:

      "FIRST: The name of the corporation is GSC Holdings Corp.(the
"Corporation").

      SECOND: The registered office of the Corporation is to be located at 615
S. Dupont Highway, City of Dover, County of Kent, State of Delaware. The name of
its registered agent at that address is Capitol Services, Inc.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the GCL.

      FOURTH: (a) Authorized Capital Stock. The total number of shares of stock
that the Corporation shall have authority to issue is 405,000,000 of which (i)
300,000,000 shares shall be shares of Class A Common Stock, par value $.00l per
share (the "Class A Common Stock"), (ii) 100,000,000 shares shall be shares of
Class B Common Stock, par value $.00l per share (the "Class B Common Stock")
(the Class A Common Stock and the Class B Common Stock being collectively
referred to herein as the "Common Stock"), and (iii) 5,000,000 shares shall be
shares of Preferred Stock, par value $.001 per share (the "Preferred Stock"),
issuable in one or more series as hereinafter provided. The number of authorized
shares of any class or classes of capital stock of the Corporation may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of the stock of the Corporation entitled to vote generally in the election
of directors ("Voting Stock") irrespective of the provisions of Section
242(b)(2) of the GCL or any corresponding provision hereinafter enacted.





            (b) Common Stock.

                  (i) Voting Rights.

                        (A) All shares of Common Stock will be identical in all
respects and will entitle the holders thereof to the same rights and privileges,
except as otherwise provided in this Amended and Restated Certificate of
Incorporation (this "Certificate of Incorporation").

                        (B) The holders of shares of Common Stock shall have the
following voting rights:

                              (1) At every meeting of the stockholders of the
Corporation every holder of Class A Common Stock shall be entitled to one vote
in person or by proxy for each share of Class A Common Stock standing in such
holder's name on the transfer books of the Corporation in connection with the
election of directors and all other matters submitted to a vote of stockholders.

                              (2) At every meeting of the stockholders of the
Corporation every holder of Class B Common Stock shall be entitled to ten votes
in person or by proxy for each share of Class B Common Stock standing in his or
her name on the transfer books of the Corporation in connection with the
election of directors and all other matters submitted to a vote of stockholders.

                              (3) Except as may be otherwise required by law or
by this Certificate of Incorporation, the holders of Class A Common Stock and
Class B Common Stock shall vote together as a single class and their votes shall
be counted and totaled together, subject to any voting rights which may be
granted to holders of Preferred Stock, on all matters submitted to a vote of
stockholders of the Corporation. Notwithstanding any other provision of this
Certificate of Incorporation to the contrary, holders of Class A Common Stock
shall not be eligible to vote on any alteration or change in the powers,
preferences, or special rights of the Class B Common Stock that would not
adversely affect the rights of the Class A Common Stock; provided that, for the
foregoing purposes, any provision for the voluntary, mandatory or other
conversion or exchange of the Class B Common Stock into or for Class A Common
Stock on a one for one basis shall be deemed not to adversely affect the rights
of the Class A Common Stock.

                        (C) All rights to vote and all power (including, without
limitation, thereto, the right to elect directors) shall be vested exclusively
in the holders of Common Stock, voting together as a single class, except as
expressly provided in this Amended and Restated Certificate of Incorporation, in
a Certificate of Designation with respect to any Preferred Stock or as otherwise
expressly required by applicable law.

                        (D) No stockholder shall be entitled to exercise any
right of cumulative voting.


                                       2


                  (ii) Dividends and Distributions. Subject to the rights of the
holders of Preferred Stock, and subject to any other provisions of this
Certificate of Incorporation, holders of Class A Common Stock and Class B Common
Stock shall be entitled to receive such dividends and other distributions in
cash, stock of any corporation (other than Common Stock of the Corporation) or
property of the Corporation as may be declared thereon by the Board of Directors
from time to time out of assets or funds of the Corporation legally available
therefor and shall share equally on a per share basis in all such dividends and
other distributions. In the case of dividends or other distributions payable in
Common Stock, including distributions pursuant to stock splits or divisions of
Common Stock of the Corporation, only shares of Class A Common Stock shall be
paid or distributed with respect to Class A Common Stock and only shares of
Class B Common Stock shall be paid or distributed with respect to Class B Common
Stock. The number of shares of Class A Common Stock and Class B Common Stock so
distributed on each share shall be equal in number.

                  (iii) Stock Splits. Neither the shares of Class A Common Stock
nor the shares of Class B Common Stock may be reclassified, subdivided or
combined unless such reclassification, subdivision or combination occurs
simultaneously and in the same proportion for each class.

                  (iv) Mergers, Consolidation, Etc. In case of any
consolidation, merger, combination or other transaction in which shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, each holder of a share of Class A Common Stock shall
be entitled to receive with respect to such share the same kind and amount of
shares of stock and other securities and property (including cash) receivable
upon such consolidation, merger, combination or other transaction by a holder of
a share of Class B Common Stock and each holder of a share of Class B Common
Stock shall be entitled to receive with respect to such share the same kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such consolidation, merger, combination or other transaction by
a holder of a share of Class A Common Stock. In the event that the holders of
Class A Common Stock (or of Class B Common Stock) are granted rights to elect to
receive one of two or more alternative forms of consideration, the foregoing
provision shall be deemed satisfied if holders of Class A Common Stock and
holders of Class B Common Stock are granted substantially identical election
rights. Notwithstanding the foregoing, in the event of any of the foregoing
transactions, the holders of Class B Common Stock may receive securities that
differ as to voting rights and powers on a per share basis from the securities
received by the holders of Class A Common Stock, provided, however, that such
difference shall not exceed ten to one, respectively. The provisions set forth
above shall not apply in the event of any internal restructuring of the
Corporation that does not change the economic terms, voting rights or other
provisions of such Class A Common Stock and Class B Common Stock in effect
immediately prior to such internal restructuring by the Corporation.

                  (v) Liquidation Rights. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, whether voluntary
or involuntary, after payment in full of the amounts required to be paid to the
holders of Preferred Stock, the remaining assets and


                                       3


funds of the Corporation shall be distributed pro rata to the holders of Common
Stock, and the holders of Class A Common Stock and the holders of Class B Common
Stock will be entitled to receive the same amount per share in respect thereof.
For purposes of this paragraph (b)(v), the voluntary sale, conveyance, lease,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the assets of the Corporation or a
consolidation or merger of the Corporation with one or more other corporations
(whether or not the Corporation is the corporation surviving such consolidation
or merger) shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary.

                  (vi) No Preemptive Rights. No stockholder of the Corporation
shall have any preemptive or preferential right, nor be entitled as such as a
matter of right, to subscribe for or purchase any part of any new or additional
issue of stock of the Corporation of any class or series, whether now or
hereafter authorized, and whether issued for money or for consideration other
than money, or of any issue of securities convertible into stock of the
Corporation.

                  (vii) No Redemption Rights. No stockholder of the Corporation
shall have any right to have the shares of Common Stock held by such holder
redeemed by the Corporation.

                        (c) Series A Preferred Stock. A series of Preferred
Stock of the Corporation hereby is created, and the designation and amount
thereof, and the voting powers, preferences and relative, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof, are as follows:

                  (i) Designation, Par Value and Amount. The shares of such
series shall be designated as "Series A Junior Participating Preferred Stock"
(the "Series A Preferred"), the shares of such series shall be with par value of
$.001 per share, and the number of shares constituting such series shall be
500,000; provided, however, that, if more than a total of 500,000 shares of
Series A Preferred shall be issuable upon the exercise of Rights (the "Rights")
issued pursuant to the Rights Agreement, dated as of June 27, 2005, between the
Corporation and The Bank of New York, as Rights Agent (as amended from time to
time) (the "Rights Agreement"), the Board of Directors, pursuant to the General
Corporation Law of the State of Delaware, shall direct by resolution or
resolutions that a certificate be properly executed, acknowledged and filed
providing for the total number of shares of Series A Preferred authorized to be
issued to be increased (to the extent that the Certificate of Incorporation then
permits) to the largest number of whole shares (rounded up to the nearest whole
number) issuable upon exercise of the Rights.

                  (ii) Dividends and Distributions.

                        (A) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series A Preferred with respect to dividends, the
holders of shares of Series A Preferred, in preference to the holders of Class A
Common Stock, Class B Common Stock, and any other junior stock, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the 30th day of each of April,


                                       4


July, October and January in each year (or, in each case, if not a date on which
the Corporation is open for business, the next succeeding business day) or such
earlier date in any such month on which dividends on the Common Stock are
payable (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preferred, in
an amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00 or (b) subject to the provision for adjustment hereinafter set forth,
1,000 times the aggregate per share amount of all cash dividends, and 1,000
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred. In the event the Corporation shall at any time
after June 27, 2005 (the "Rights Declaration Date") (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount to which holders of shares
of Series A Preferred were entitled immediately prior to such event under clause
(b) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                        (B) The Corporation shall declare a dividend or
distribution on the Series A Preferred as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Series A Preferred shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

                        (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares of Series A Preferred,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the date
of issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Preferred in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Preferred
entitled to receive payment of a dividend or distribution declared


                                       5


thereon, which record date shall be no more than 30 days prior to the date fixed
for the payment thereof.

                  (iii) Voting Rights. The holders of shares of Series A
Preferred shall have the following voting rights:

                        (A) Subject to the provision for adjustment hereinafter
set forth, each share of Series A Preferred shall entitle the holder thereof to
10,000 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series A Preferred
were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of votes entitled
to be cast by the holders of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of votes entitled to
be cast by the holders of shares of Common Stock that were outstanding
immediately prior to such event.

                        (B) Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred and the holders of shares of Common
Stock shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.

                        (C)   (1) If at any time dividends on any Series A
Preferred shall be in arrears in an amount equal to six (6) quarterly dividends
thereon, the occurrence of such contingency shall mark the beginning of a period
(herein called a "default period") which shall extend until such time when all
accrued and unpaid dividends for all previous quarterly dividend periods and for
the current quarterly dividend period on all shares of Series A Preferred then
outstanding shall have been declared and paid or set apart for payment. During
each default period, all holders of Preferred Stock (including holders of the
Series A Preferred) with dividends in arrears in an amount equal to six (6)
quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect two (2) Directors.

                              (2) During any default period, such voting right
of the holders of Series A Preferred may be exercised initially at a special
meeting called pursuant to subparagraph (3) of this paragraph (iii)(C) or at any
annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be exercised unless the holders
of ten percent (10%) in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two (2)
Directors or, if such right is exercised at an annual meeting, to


                                       6


elect two (2) Directors. If the number which may be so elected at any special
meeting does not amount to the required number, the holders of the Preferred
Stock shall have the right to make such increase in the number of Directors as
shall be necessary to permit the election by them of the required number. After
the holders of the Preferred Stock shall have exercised their right to elect
Directors in any default period and during the continuance of such period, the
number of Directors shall not be increased or decreased except by vote of the
holders of Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari passu with the Series A Preferred.

                              (3) Unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding, irrespective of series,
may request, the calling of a special meeting of the holders of Preferred Stock,
which meeting shall thereupon be called by the Chairman of the Board, any Vice
Chairman, the Chief Executive Officer, the President, the Chief Operating
Officer, any Vice-President or the Secretary of the Corporation. Notice of such
meeting and of any annual meeting at which holders of Preferred Stock are
entitled to vote pursuant to this subparagraph (C)(3) shall be given to each
holder of record of Preferred Stock by mailing a copy of such notice to him at
his last address as the same appears on the books of the Corporation. Such
meeting shall be called for a time not earlier than 20 days and not later than
60 days after such order or request or in default of the calling of such meeting
within 60 days after such order or request, such meeting may be called on
similar notice by any stockholder or stockholders owning in the aggregate not
less than ten percent (10%) of the total number of shares of Preferred Stock
outstanding. Notwithstanding the provisions of this subparagraph (C)(3), no such
special meeting shall be called during the period within 60 days immediately
preceding the date fixed for the next annual meeting of the stockholders.

                              (4) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if applicable, shall
continue to be entitled to elect the whole number of Directors until the holders
of Preferred Stock shall have exercised their right to elect two (2) Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (y) any vacancy in the Board of Directors may (except as
provided in subparagraph (C)(2) of this paragraph (iii)) be filled by vote of a
majority of the remaining Directors theretofore elected by the holders of the
class of stock which elected the Director whose office shall have become vacant.
References in this subparagraph (C) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

                              (5) Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a class to elect
Directors shall cease, (y) the term of any Directors elected by the holders of
Preferred Stock as a class shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Certificate of


                                       7


Incorporation or By-laws of the Corporation (the "By-laws") irrespective of any
increase made pursuant to the provisions of subparagraph (C)(2) of this
paragraph (iii) (such number being subject, however to change thereafter in any
manner provided by law or in the Certificate of Incorporation or By-laws). Any
vacancies in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the remaining
Directors.

                        (D) Except as set forth herein, holders of Series A
Preferred shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.

                  (iv) Certain Restrictions.

                        (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred as provided in paragraph (i) are
in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred
outstanding shall have been paid in full, the Corporation shall not:

                              (1) declare or pay dividends on, make any other
            distributions on, or redeem or purchase or otherwise acquire for
            consideration any shares of stock ranking junior (either as to
            dividends or upon liquidation, dissolution or winding up) to the
            Series A Preferred;

                              (2) declare or pay dividends on or make any other
            distributions on any shares of stock ranking on a parity (either as
            to dividends or upon liquidation, dissolution or winding up) with
            the Series A Preferred, except dividends paid ratably on the Series
            A Preferred and all such parity stock on which dividends are payable
            or in arrears in proportion to the total amounts to which the
            holders of all such shares are then entitled;

                              (3) redeem or purchase or otherwise acquire for
            consideration shares of any stock ranking on a parity (either as to
            dividends or upon liquidation, dissolution or winding up) with the
            Series A Preferred, provided that the Corporation may at any time
            redeem, purchase or otherwise acquire shares of any such parity
            stock in exchange for shares of any stock of the Corporation ranking
            junior (either as to dividends or upon dissolution, liquidation or
            winding up) to the Series A Preferred; or

                              (4) purchase or otherwise acquire for
            consideration any shares of Series A Preferred, or any shares of
            stock ranking on a parity with the Series A Preferred, except in
            accordance with a purchase offer made in writing or by publication
            (as determined by the Board of Directors) to all holders of such
            shares upon such terms as the Board of Directors, after
            consideration of the


                                       8


            respective annual dividend rates and other relative rights and
            preferences of the respective series and classes, shall determine in
            good faith will result in fair and equitable treatment among the
            respective series or classes.

                        (B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under subparagraph (A) of
this paragraph (iv), purchase or otherwise acquire such shares at such time and
in such manner.

                  (v) Reacquired Shares. Any shares of Series A Preferred
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

                  (vi) Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred unless, prior thereto, the holders of
shares of Series A Preferred shall have received $1,000 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment (the "Series A Liquidation
Preference"). Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made to the holders
of shares of Series A Preferred unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph
(c) below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Preferred and Common Stock, respectively, holders of Series A
Preferred and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

                        (B) In the event there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of preferred stock, if any,
which rank on a parity with the Series A Preferred, then such remaining assets
shall be distributed ratably to the holders of such parity shares in proportion
to their respective liquidation preferences. In the event there are not
sufficient assets available to permit payment in full of the Common Adjustment,
then such remaining assets shall be distributed ratably to the holders of Common
Stock.


                                       9


                        (C) In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (vii) Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series A Preferred shall at the same time be similarly exchanged or changed
in an amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 1,000 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that are outstanding immediately prior to such event.

                  (viii) No Redemption. The shares of Series A Preferred shall
not be redeemable.

                  (ix) Ranking. The Series A Preferred shall rank junior to all
other series of the Corporation's Preferred Stock as to the payment of dividends
and the distribution of assets, unless the terms of any such series shall
provide otherwise.

                  (x) Amendment. The Amended and Restated Certificate of
Incorporation of the Corporation shall not be further amended in any manner
which would materially alter or change the powers, preferences or special rights
of the Series A Preferred so as to affect them adversely without the affirmative
vote of the holders of a majority or more of the outstanding shares of Series A
Preferred, voting separately as a class.

                  (xi) Fractional Shares. Series A Preferred may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holders fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred.

            (d) Preferred Stock.


                                       10


                  (i) Authorization. Subject to the voting and approval
procedures set forth in the By-laws, the Board of Directors is hereby expressly
granted authority to authorize from time to time in accordance with law the
issuance of the remaining 4,500,000 shares of Preferred Stock, one or more
series of Preferred Stock and with respect to any such series to fix by
resolution or resolutions the numbers, powers, designations, preferences and
relative, participating, optional or other special rights of such series and the
qualifications, limitations or restrictions thereof, including but without
limiting the generality of the foregoing, the following:

                        (A) entitling the holders thereof to cumulative,
non-cumulative or partially cumulative dividends, or to no dividends;

                        (B) entitling the holders thereof to receive dividends
payable on a parity with, junior to, or in preference to, the dividends payable
on any other class or series of capital stock of the Corporation;

                        (C) entitling the holders thereof to rights upon the
voluntary or involuntary liquidation, dissolution or winding up of, or upon any
other distribution of the assets of, the Corporation, on a parity with, junior
to or in preference to, the rights of any other class or series of capital stock
of the Corporation;

                        (D) providing for the conversion, at the option of the
holder or of the Corporation or both, of the shares of Preferred Stock into
shares of any other class or classes of capital stock of the Corporation or of
any series of the same or any other class or classes or into property of the
Corporation or into the securities or properties of any other corporation or
person, including provision for adjustment of the conversion rate in such events
as the Board of Directors shall determine, or providing for no conversion;

                        (E) providing for the redemption, in whole or in part,
of the shares of Preferred Stock at the option of the Corporation or the holder
thereof, in cash, bonds or other property, at such price or prices (which amount
may vary under different conditions and at different redemption dates), within
such period or periods, and under such conditions as the Board of Directors
shall so provide, including provisions for the creation of a sinking fund for
the redemption thereof, or providing for no redemption;

                        (F) lacking voting rights or having limited voting
rights or enjoying general, special or multiple voting rights;

                        (G) specifying the number of shares constituting that
series and the distinctive designation and stated value of that series;

                        (H) specifying the limitations and restrictions, if any,
to be effective while any shares of such series are outstanding upon the payment
of dividends or the making of other distributions on, and upon the purchase,
redemption or other acquisition by the Corporation of any other class or classes
of stock of the Corporation ranking junior to the shares of such series either
as to dividends or upon liquidation, dissolution or winding-up;


                                       11


                        (I) specifying the conditions or restrictions, if any,
upon the creation of indebtedness of the Corporation or upon the issuance of any
additional stock (including additional shares of such series or of any other
series or of any other class) ranking on a parity with or prior to the shares of
such series as to dividends or distributions of assets upon liquidation,
dissolution or winding-up; and

                        (J) providing for any other power, preference and
relative, participating, optional or other rights or terms, and the
qualifications, limitations or restrictions thereof, as shall not be
inconsistent with applicable law, this paragraph (d)(J) or any resolution of the
Board of Directors pursuant hereto.

            All shares of any one series of Preferred Stock shall be identical
in all respects with the other shares of such series, except that shares of any
one series of Preferred Stock issued at different times may differ as to the
dates from which dividends thereon shall be cumulative. The Board of Directors
may change the powers, designation, preferences, rights, qualifications,
limitations and restrictions of, and number of shares in, any series of
Preferred Stock as to which no shares are issued and outstanding.

                  (ii) Dividends. Dividends on outstanding shares of Preferred
Stock shall be paid or declared and set apart for payment before any dividends
shall be paid or declared and set apart for payment on the Common Stock with
respect to the same dividend period.

                  (iii) Liquidation Rights. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the assets available
for distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to which they are
entitled, then such assets shall be distributed in accordance with the
respective priorities and preferential amounts (including unpaid cumulative
dividends, if any, and interest thereon, if any) payable with respect thereto,
and among shares of any series of Preferred Stock, ratably among the shares of
such series.

      FIFTH: (a) Classification of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors
initially consisting of three directors, the exact number of directors to be not
less than three nor more than fifteen as determined from time to time by
resolution adopted by affirmative vote of a majority of the entire Board of
Directors. The directors shall be divided into three classes, designated Class
I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. Class I directors shall be elected initially for a one-year
term, Class II directors initially for a two-year term and Class III directors
initially for a three-year term. At each succeeding annual meeting of
stockholders beginning in 2006, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the


                                       12


term of any incumbent director. A director shall hold office until the annual
meeting of the year in which his term expires and until his successor shall be
elected and shall qualify, subject, however, to prior death, resignation or
removal from office. Any vacancy on the Board of Directors may be filled by a
majority of the directors then in office, even if less than a quorum, or by a
sole remaining director or by stockholders if such vacancy was caused by the
action of stockholders (in which event such vacancy may not be filled by the
directors or a majority thereof).

            Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his predecessor.

            (b) Vacancies in the Board. Except as expressly provided in a
Certificate of Designation with respect to any Preferred Stock, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the directors then in office, even if less than a quorum, or by
a sole remaining director, or by stockholders if such vacancy was caused by the
removal of a director by the action of stockholders (in which event such vacancy
may not be filled by the directors or a majority thereof). Any director elected
in accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been duly elected and qualified. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

            (c) Removal of Directors. Subject to the rights of the holders of
any class or series of Preferred Stock to elect additional directors under
specified circumstances, any director may be removed from office only for cause
upon the affirmative vote of holders of at least 80% of the voting power of the
then outstanding Voting Stock, voting as a single class. A director may not be
removed by the stockholders at a meeting unless the notice of the meeting states
that the purpose, or one of the purposes, of the meeting is removal of the
director.

            (d) Amendment to this Article FIFTH. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the voting power of the then outstanding
Voting Stock, voting together as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with this Article FIFTH.

      SIXTH: (a) (1) Except as otherwise provided by law or this Certificate of
Incorporation, and subject to any rights of holders of Preferred Stock, the
provisions of this Certificate of Incorporation shall not be modified, revised,
altered or amended, repealed or rescinded in whole or in part, without the
approval of the holders of at least a majority of the voting power of the then
outstanding Voting Stock, voting together as a single class; provided, however,
that with respect to any proposed amendment of this Certificate of Incorporation
which would alter or change the powers, preferences or special rights of the
shares of Class A Common Stock or Class B Common Stock so as to affect them
adversely, the approval of a majority of the


                                       13


votes entitled to be cast by the holders of the shares affected by the proposed
amendment, voting separately as a class, shall be obtained in addition to the
approval of the holders of at least a majority (or such higher percentage as
required by law or this Certificate of Incorporation) of the voting power of the
then outstanding Voting Stock, voting together as a single class as hereinbefore
provided.

                  (2) Every reference in this Certificate of Incorporation to a
majority or other proportion of shares, or a majority or other proportion of the
votes of shares, of Voting Stock, Common Stock, Class A Common Stock, or Class B
Common Stock shall refer to such majority or other proportion of the votes to
which such shares of Voting Stock, Common Stock, Class A Common Stock or Class B
Common Stock are entitled.

            (b) The Board of Directors is expressly empowered to adopt, amend or
repeal the By-laws of the Corporation. Any adoption, amendment or repeal of the
By-laws of the Corporation by the Board of Directors shall require the approval
of a majority of the entire Board of Directors. The stockholders shall also have
power to adopt, amend or repeal the By-laws of the Corporation; provided,
however, that, in addition to any vote of the holders of any class or series of
stock of the Corporation required by law or by this Certificate of
Incorporation, the affirmative vote of the holders of at least 80% of the voting
power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to adopt, amend or repeal any
provision of the By-laws of the Corporation.

            (c) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the voting power of the then outstanding Voting Stock, voting together as
a single class, shall be required to amend, repeal or adopt any provision
inconsistent with this Article SIXTH.

      SEVENTH: (a) Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.

            (b) Except as otherwise required by law, a special meeting of the
stockholders of the Corporation may be called at any time by the Chairman of the
Board or the Chief Executive Officer or by the Board pursuant to a resolution
adopted by a majority of the then authorized number of directors. Except as
expressly provided in the immediately preceding sentence, any power of
stockholders to call a special meeting is specifically denied. Any special
meeting of the stockholders shall be held on such date, at such time and at such
place within or without the State of Delaware as the Board of Directors or the
officer calling the meeting may designate. At a special meeting of the
stockholders, no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting.

            (c) No business other than that stated in the notice shall be
transacted at any special meeting of stockholders.


                                       14


            (d) Advance notice of the proposal of business by stockholders shall
be given in the manner provided in the By-laws of the Corporation, as amended
and in effect from time to time.

            (e) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of at least 80% of the
voting power of the then outstanding Voting Stock, voting together as a single
class, shall be required to amend, repeal or adopt any provision inconsistent
with this Article Seventh.

      EIGHTH: The Corporation elects not to be governed by Section 203 of the
Delaware General Corporation Law.

      NINTH: Unless and except to the extent that the By-laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.

      TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, provided that such action is
approved in the manner, and otherwise complies with the requirements, set forth
in this Certificate of Incorporation, and all rights conferred upon stockholders
herein are granted subject to this reservation.

      ELEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the GCL; or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or modification of this provision shall be
prospective only and shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

      TWELFTH: The Corporation, to the fullest extent permitted by Section 145
of the GCL, as the same may be amended and supplemented, may indemnify any and
all persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person."


                                       15


      3. This Amended and Restated Certificate of Incorporation has been duly
adopted by the Board of Directors of the Corporation and consented to in writing
and authorized by the holders of all of the issued and outstanding stock
entitled to vote thereon.

      4. This Amended and Restated Certificate of Incorporation was duly adopted
in accordance with the applicable provisions of Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, GSC Holding Corp. has caused this Amended and Restated
Certificate of Incorporation to be executed by an authorized officer of GSC
Holdings Corp. as of the 27th day of June, 2005

                                         GSC HOLDINGS CORP.


                                          By: /s/ David W. Carlson
                                              ----------------------------------
                                              Name:  David W. Carlson
                                              Title: Chief Financial Officer


                                       16

                                                                     EXHIBIT 3.2


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                               GSC HOLDINGS CORP.


                                   ARTICLE I.

                                     OFFICES


            SECTION 1. Registered Office. The registered office of GSC Holdings
Corp. (the "Corporation") within the State of Delaware shall be established and
maintained at the location of the registered agent of the Corporation.

            SECTION 2. Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as otherwise
may be required by law, in such other place or places, either within or without
the State of Delaware, as the Board of Directors of the Corporation (the
"Board") may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

            SECTION 1. Place of Meetings. All meetings of holders of shares of
capital stock of the Corporation shall be held at the office of the Corporation
in the State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.

            SECTION 2. Annual Meetings. An annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held at such place, on such date, and at such time as the Board shall each year
fix, which date shall be within thirteen (13) months of the last annual meeting
of stockholders or, if no such meeting has been held, the date of incorporation.

            SECTION 3. Special Meetings. Except as otherwise required by law, a
special meeting of the stockholders of the Corporation may be called at any time
by the Chairman of the Board or the Chief Executive Officer or by the Board
pursuant to a resolution adopted by a majority of the then authorized number of
directors. Any special meeting of the stockholders shall be held on such date,
at such time and at such place within or without the State of Delaware as the
Board of Directors or the officer calling the meeting may designate. At a
special meeting

of the stockholders, no business shall be transacted and no corporate action
shall be taken other than that stated in the notice of the meeting.

            SECTION 4. Notice of Meetings. Except as otherwise may be required
by law, notice of each meeting of stockholders, whether an Annual Meeting or a
special meeting, shall be in writing, shall state the purpose or purposes of the
meeting, the place, date and hour of the meeting and, unless it is an Annual
Meeting, shall indicate that the notice is being issued by or at the direction
of the person or persons calling the meeting, and a copy thereof shall be
delivered or sent by mail, not less than 10 or more than 60 days before the date
of said meeting, to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be directed to such stockholder at his address as it
appears on the stock records of the Corporation, unless he shall have filed with
the Secretary of the Corporation a written request that notices to him be mailed
to some other address in which case it shall be directed to him at such other
address. Notice of an adjourned meeting need not be given if the time and place
to which the meeting is to be adjourned was announced at the meeting at which
the adjournment was taken, unless (i) the adjournment is for more than 30 days,
or (ii) the Board shall fix a new record date for such adjourned meeting after
the adjournment.

            SECTION 5. Quorum. At each meeting of stockholders of the
Corporation, the holders of shares having a majority of the voting power of the
capital stock of the Corporation issued and outstanding and entitled to vote
thereat shall be present or represented by proxy to constitute a quorum for the
transaction of business, except as otherwise provided by law. Where a separate
vote by a class or classes is required, a majority of the shares of such class
or classes in person or represented by proxy shall constitute a quorum entitled
to take action with respect to that vote on that matter.

            SECTION 6. Adjournments. In the absence of a quorum at any meeting
of stockholders or any adjournment or adjournments thereof, the Chairman of the
Board or holders of shares having a majority of the voting power of the capital
stock present or represented by proxy at the meeting may adjourn the meeting
from time to time until a quorum shall be present or represented by proxy. At
any such adjourned meeting at which a quorum shall be present or represented by
proxy, any business may be transacted which might have been transacted at the
meeting as originally called if a quorum had been present or represented by
proxy thereat.

            SECTION 7. Order of Business. (a) At any Annual Meeting, only such
business shall be conducted as shall have been brought before the Annual Meeting
(i) by or at the direction of the Board, or (ii) by any stockholder who complies
with the procedures set forth in this Section 7.

                  (b) For business properly to be brought before an Annual
Meeting by a stockholder, the stockholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the Annual Meeting; provided, however, that in the event
that less than 40 days' notice or prior public disclosure of the date of the
Annual Meeting is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the tenth day
following the day on which such notice of the date of the Annual


                                       2

Meeting was mailed or such public disclosure was made. To be in proper written
form, a stockholder's notice to the Secretary shall set forth in writing as to
each matter the stockholder proposes to bring before the Annual Meeting: (i) a
brief description of the business desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual Meeting; (ii)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business; (iii) the class and number of shares of the
Corporation which are beneficially owned by the stockholder; and (iv) any
material interest of the stockholder in such business. Notwithstanding anything
in these By-laws to the contrary, no business shall be conducted at an Annual
Meeting except in accordance with the procedures set forth in this Section 7.
The chairman of an Annual Meeting shall, if the facts warrant, determine and
declare to the Annual Meeting that business was not properly brought before the
Annual Meeting in accordance with the provisions of this Section 7 and, if he
should so determine, he shall so declare to the Annual Meeting and any such
business not properly brought before the Annual Meeting shall not be transacted.

            SECTION 8. Proxies and Voting. Unless otherwise required by law, the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") or these By-Laws, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the vote
of the holders of a majority of the votes of shares of capital stock represented
and entitled to vote thereat, voting as a single class. The term "Certificate of
Incorporation" as used in these By-Laws includes any Certificate of Designation
filed by the Corporation with respect to any series of preferred stock of the
Corporation. Every reference in these By-Laws to a majority or other proportion
of shares, or a majority or other proportion of the votes of shares, of capital
stock shall refer to such majority or other proportion of the votes to which
such shares of capital stock are entitled as provided in the Certificate of
Incorporation. At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing or by
a transmission permitted by law filed in accordance with the procedure
established for the meeting. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
Section 8 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. All voting, including on the election of directors but
excepting where otherwise required by law, may be by a voice vote; provided,
however, that upon demand therefore by a stockholder entitled to vote or by his
or her proxy, a stock vote shall be taken. Every stock vote shall be taken by
ballots, each of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure established
for the meeting.

            SECTION 9. Inspectors. For each election of directors by the
stockholders and in any other case in which it shall be advisable, in the
opinion of the Board, that the voting upon any matter shall be conducted by
inspectors of election, the Board shall appoint an inspector or inspectors of
election. If, for any such election of directors or the voting upon any such
other matter, any inspector appointed by the Board shall be unwilling or unable
to serve, or if the Board shall fail to appoint inspectors, the chairman of the
meeting shall appoint the necessary inspector or inspectors. The inspector(s) so
appointed, before entering upon the discharge of their duties, shall be sworn
faithfully to execute the duties of inspectors with strict impartiality,


                                       3

and according to the best of their ability, and the oath so taken shall be
subscribed by them. Such inspectors shall determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each of the
shares represented at the meeting, the existence of a quorum, and the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the chairman of the meeting or any stockholder
entitled to vote thereat, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and shall execute a certificate
of any fact found by them. No director or candidate for the office of director
shall act as an inspector of election of directors. Inspectors need not be
stockholders.

            SECTION 10. Consent of Stockholders in Lieu of Meeting. Any action
required to be taken at any Annual Meeting or special meeting of stockholders of
the Corporation, or any action which may be taken at any Annual Meeting or
special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested.

            Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the date the earliest dated consent is delivered to the Corporation, a written
consent or consents signed by a sufficient number of holders to take action are
delivered to the Corporation in the manner prescribed in the first paragraph of
this Section.

                                  ARTICLE III.

                                    DIRECTORS

            SECTION 1. Powers. The business of the Corporation shall be managed
under the direction of the Board. The Board may, except as otherwise required by
law, exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, including, without limiting the generality
of the foregoing, the unqualified power:

                  (1) To declare dividends from time to time in accordance with
law;

                  (2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;

                  (3) To authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;


                                       4

                  (4) To remove any officer of the Corporation with or without
cause, and from time to time to devolve the powers and duties of any officer
upon any other person for the time being;

                  (5) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;

                  (6) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for directors, officers, employees
and agents of the Corporation and its subsidiaries as it may determine;

                  (7) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine; and

                  (8) To adopt from time to time regulations, not inconsistent
with these By-laws, for the management of the Corporation's business and
affairs.

            SECTION 2. Terms and Vacancies. The authorized number of directors
of the Corporation shall be fixed in accordance with the Certificate of
Incorporation. The Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III, as provided in the Certificate of
Incorporation. At each Annual Meeting, the successors of the class of directors
whose term expires at the Annual Meeting shall be elected to hold office for a
term expiring at the Annual Meeting held in the third year following the year of
their election. No decrease in the number of directors constituting the Board
shall shorten the term of any incumbent director.

            SECTION 3. Nominations of Directors; Election. Nominations for the
election of directors may be made by the Board or a committee appointed by the
Board, or by any stockholder entitled to vote generally in the election of
directors who complies with the procedures set forth in this Section 3.
Directors shall be at least 21 years of age. Directors need not be stockholders.
At each meeting of stockholders for the election of directors at which a quorum
is present, the persons receiving a plurality of the votes cast shall be elected
directors. All nominations by stockholders shall be made pursuant to timely
notice in proper written form to the Secretary of the Corporation. To be timely,
a stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, such stockholder's notice
shall set forth in writing (i) as to each person whom the stockholder proposes
to nominate for election or reelection as a director, all information relating
to such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, including,
without limitation, such person's written consent to being a nominee and to
serving as a director if elected; and (ii) as to the stockholder giving the
notice,


                                       5

the (x) name and address, as they appear on the Corporation's books, of such
stockholder and (y) the class and number of shares of the Corporation which are
beneficially owned by such stockholder. At the request of the Board, any person
nominated by the Board for election as a director shall furnish to the Secretary
of the Corporation the information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.

            SECTION 4. Place of Meetings. The Board may hold meetings, both
regular and special, at the Corporation's office in the State of Delaware or at
such other places in or outside of the State of Delaware, as the Board may from
time to time determine or as shall be specified or fixed in the notice or waiver
of notice of any such meeting.

            SECTION 5. Regular Meetings. Regular meetings of the Board shall be
held in accordance with a yearly meeting schedule as determined by the Board; or
such meetings may be held on such other days and at such other times as the
Board may from time to time determine.

            SECTION 6. Special Meetings. Special meetings of the Board may be
called by a majority of the directors then in office (rounded up to the nearest
whole number) or by the Chairman of the Board and shall be held at such place,
on such date, and at such time as they or he shall fix.

            SECTION 7. Notice of Meetings. Notice of each special meeting of the
Board stating the time, place and purposes thereof, shall be (i) mailed to each
director not less than five days prior to the meeting, addressed to him at his
residence or usual place of business, or (ii) shall be sent to him by facsimile,
telex, cable or telegram so addressed, or shall be given personally or by
telephone, on 24 hours' notice.

            SECTION 8. Quorum and Manner of Acting. The presence of at least a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board. If a quorum shall not be present at any meeting of the Board, a majority
of the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present. Except where a different vote is required by these By-laws or
otherwise, the act of a majority of the directors present at any meeting at
which a quorum shall be present shall be the act of the Board. Any action
required or permitted to be taken by the Board may be taken without a meeting if
all the directors consent in writing to the adoption of a resolution authorizing
the action. The resolution and the written consents thereto by the directors
shall be filed with the minutes of the proceedings of the Board. Any one or more
directors may participate in any meeting of the Board by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall be deemed to constitute presence in person at a meeting of the Board.

            SECTION 9. Resignation. Any director may resign at any time by
giving written notice to the Corporation; provided, however, that written notice
to the Board, the Chairman of the Board, the President of the Corporation or the
Secretary of the Corporation shall be deemed to constitute notice to the
Corporation. Such resignation shall take effect upon receipt


                                       6

of such notice or at any later time specified therein and, unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make
it effective.

            SECTION 10. Compensation of Directors. The Board may provide for the
payment to any of the directors of a specified amount for services as director
or member of a committee of the Board, or of a specified amount for attendance
at each regular or special Board meeting or committee meeting, or of both, and
all directors shall be reimbursed for expenses of attendance at any such
meeting; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV.

                             COMMITTEES OF THE BOARD

            SECTION 1. Appointment and Powers of Executive Committee. The Board
may, by resolution adopted by the affirmative vote of a majority of the
authorized number of directors, designate an Executive Committee of the Board,
which shall consist of such number of members as the Board shall determine.
Except as provided by Delaware law, any committee so designated may exercise the
power and authority of the Board to declare dividends, to authorize the issuance
of stock or to adopt a certificate of ownership and merger pursuant to Section
253 of the Delaware General Corporation Law if the resolution that designates
the committee or a supplemental resolution of the Board shall so provide. Except
as provided by Delaware law, during the interval between the meetings of the
Board, the Executive Committee shall possess and may exercise all the powers of
the Board in the management and direction of all the business and affairs of the
Corporation (except the matters hereinafter assigned to any other Committee of
the Board), in such manner as the Executive Committee shall deem in the best
interests of the Corporation in all cases in which specific directions shall not
have been given by the Board. The Executive Committee may determine its manner
of acting and fix the time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business by the committee and the act
of a majority of the members of the committee present at a meeting at which a
quorum shall be present shall be the act of the committee. Either the Chairman
of the Board or the Chairman of the Executive Committee may call the meetings of
the Executive Committee.

            SECTION 2. Appointment and Powers of Audit Committee. The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Audit Committee of the Board, which shall
consist of such number of members as the Board shall determine. The Audit
Committee shall (i) make recommendations to the Board as to the independent
accountants to be appointed by the Board; (ii) review with the independent
accountants the scope of their examinations; (iii) receive the reports of the
independent accountants and meet with representatives of such accountants for
the purpose of reviewing and considering questions relating to their examination
and such reports; (iv) review, either directly or through the independent
accountants, the internal accounting and auditing procedures of the Corporation;
(v) review related party transactions and (vi) perform such other functions as
may be assigned to it from time to time by the Board. The Audit Committee may
determine its manner of acting and fix the time and place of its meetings,
unless the Board shall otherwise


                                       7

provide. A majority of the members of the Audit Committee shall constitute a
quorum for the transaction of business by the committee and the act of a
majority of the members of the committee present at a meeting at which a quorum
shall be present shall be the act of the committee.

            SECTION 3. Compensation Committee; Other Committees. The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate members of the Board to constitute a Compensation
Committee and such other committees of the Board as the Board may determine.
Such committees shall in each case consist of such number of directors as the
Board may determine, and shall have and may exercise, to the extent permitted by
law, such powers as the Board may delegate to them in the respective resolutions
appointing them. Each such committee may determine its manner of acting and fix
the time and place of its meetings, unless the Board shall otherwise provide. A
majority of the members of any such committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of such committee present at a meeting at which a quorum shall be
present shall be the act of the committee.

            SECTION 4. Action by Consent; Participation by Telephone or Similar
Equipment. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the proceedings of
the committee. Unless the Board shall otherwise provide, any one or more members
of any such committee may participate in any meeting of the committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation by
such means shall constitute presence in person at a meeting of the committee.

            SECTION 5. Changes in Committees; Resignations; Removals. The Board
shall have power, by the affirmative vote of a majority of the authorized number
of directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the Board. Any member of any such committee may
resign at any time by giving notice to the Corporation; provided, however, that
notice to the Board, the Chairman of the Board, the President of the
Corporation, the chairman of such committee or the Secretary of the Corporation
shall be deemed to constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective. Any member of any such committee may be
removed at any time, either with or without cause, by the affirmative vote of a
majority of the authorized number of directors at any meeting of the Board
called for that purpose.

                                   ARTICLE V.

                                    OFFICERS

            SECTION 1. Number and Qualification. The Corporation shall have such
officers as may be necessary or desirable for the business of the Corporation.
The officers of the


                                       8

Corporation shall consist of a Chairman of the Board, a Chief Executive Officer,
a Chief Operating Officer, a President, one or more Vice Presidents, a
Secretary, a Treasurer and such other officers as may from time to time be
appointed by the Board. Officers shall be elected by the Board, which shall
consider that subject at its first meeting after every Annual Meeting of
stockholders. Each officer shall hold office until his or her successor is
elected and qualified or until his or her earlier resignation or removal. Any
number of offices may be held by the same person. The failure to elect a
Chairman of the Board, Chief Executive Officer, Chief Operating Officer,
President, Vice President, Secretary or Treasurer shall not affect the existence
of the Corporation.

            SECTION 2. Chairman of the Board. The Chairman of the Board shall be
responsible for implementing all orders and resolutions of the Board. The
Chairman of the Board shall also be a director and shall preside at all meetings
of the stockholders and directors at which he or she is present and shall have
such other powers and duties as the Board or any other duly authorized committee
shall from time to time designate.

            SECTION 3. Chief Executive Officer. The Chief Executive Officer
shall have general and active responsibility for the management of the business
of the Corporation and shall perform such duties as are conferred upon him or
her by these bylaws or as may from time to time be assigned to him or her by the
Chairman of the Board or the Board. In the absence of the Chairman of the Board,
the Chief Executive Officer shall preside at all meetings of the stockholders
and directors.

            SECTION 4. Chief Operating Officer. The Chief Operating Officer
shall have general supervision and control over the day-to-day business and
management of the corporation, subject to the control of the Chief Executive
Officer and the Board of Directors, and shall see that all orders and
resolutions of the Board are carried into effect.

            SECTION 5. President. Subject to the provisions of these By-laws and
to the direction of the Board, the President shall perform all duties and have
all powers which are commonly incident to the office of President or which are
delegated to him or her by the Board. He or she shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Corporation. In the absence of the
Chairman of the Board and Chief Executive Officer, the President shall preside
at all meetings of the stockholders and directors.

            SECTION 6. Vice President. Each Vice President shall have such
powers and duties as may be delegated to him or her by the Board. One Vice
President shall be designated by the Board to perform the duties and exercise
the powers of the President in the event of the President's absence or
disability.

            SECTION 7. Treasurer. The Treasurer shall have the responsibility
for maintaining the financial records of the Corporation. He or she shall make
such disbursements of the funds of the Corporation as are authorized and shall
render from time to time an account of all such transactions and of the
financial condition of the Corporation. The Treasurer shall also perform such
other duties as the Board may from time to time prescribe.


                                       9

            SECTION 8. Secretary. The Secretary shall issue all authorized
notices for, and shall keep minutes of, all meetings of the stockholders and the
Board. He or she shall have charge of the corporate books and shall perform such
other duties as the Board may from time to time prescribe.

            SECTION 9. Delegation of Authority. The Board may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

            SECTION  10.  Removal.  Any officer of the Corporation may be
removed at any time, with or without cause, by the Board.

            SECTION 11. Resignations. Any officer may resign at any time by
giving written notice to the Corporation; provided, however, that notice to the
Board, Chairman of the Board, the President or the Secretary shall be deemed to
constitute notice to the Corporation. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

            SECTION 12. Vacancies. Any vacancy among the officers, whether
caused by death, resignation, removal or any other cause, shall be filled in the
manner prescribed for election or appointment to such office.

            SECTION 13. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board, the Chairman of the Board or any officer
of the Corporation authorized by the Chairman of the Board shall have power to
vote and otherwise act on behalf of the Corporation, in person or by proxy, at
any meeting of stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.

            SECTION 14. Bonds of Officers. If required by the Board, any officer
of the Corporation shall give a bond for the faithful discharge of his duties in
such amount and with such surety or sureties as the Board may require.

            SECTION  15.  Compensation.  The salaries of the officers
shall be fixed from time to time by the Board, unless and until the Board
appoints a Compensation Committee.

            SECTION 16. Officers of Operating Companies or Divisions. The
Chairman of the Board shall have the power to appoint, remove and prescribe the
terms of office, responsibilities, duties and salaries of, the officers of the
operating companies or divisions, other than those who are officers of the
Corporation.


                                       10

                                   ARTICLE VI.

                    CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.

            SECTION 1. Contracts. The Board may authorize any officer or
officers, agent or agents, in the name and on behalf of the Corporation, to
enter into any contract or to execute and deliver any instrument, which
authorization may be general or confined to specific instances; and, unless so
authorized by the Board, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or for any amount.

            SECTION 2. Checks, etc. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidences of indebtedness of the Corporation, shall be signed
in the name and on behalf of the Corporation in such manner as shall from time
to time be authorized by the Board, which authorization may be general or
confined to specific instances.

            SECTION 3. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board, which authorization may be general or confined to
specific instances. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize.

            SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositors as may be selected by or in
the manner designated by the Board. The Board or its designees may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of the Certificate of Incorporation or these
By-laws, as them may deem advisable.

                                  ARTICLE VII.

                                  CAPITAL STOCK

            SECTION 1. Certificates of Stock. Each stockholder shall be entitled
to a certificate signed by, or in the name of the Corporation by, the Chairman
of the Board, President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by him or her. Any or all of the signatures on the
certificate may be by facsimile.

            SECTION 2. Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his or her name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, at the principal place
of business of the Corporation.

            The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list


                                       11

shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them.

            SECTION 3. Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 5
of Article VII of these By-laws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

            SECTION 4. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment of any dividend or other distribution or
allotment of any rights or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix a record date, which record date shall not precede the date on
which the resolution fixing the record date is adopted and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
any meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however, that if no
record date is fixed by the Board, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board adopts a resolution relating thereto.

            A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

            In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
may fix a record date, which shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall be not more than ten (10) days after the date upon which the resolution
fixing the record date is adopted. Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the Board to fix a record date. The
Board shall promptly, but in all events within 10 days after the date on which
such a request is received, adopt a resolution fixing the record date (unless a
record date has previously been fixed by the Board of Directors pursuant to the
first sentence of this Section 4). If no record date has been fixed by the Board
within 10 days after the date on which such request is received, and no prior
action by the Board is required by the Delaware General Corporation Law, the
record date shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
in the manner prescribed by Article II, Section 10 hereof. If no record date has
been fixed by the Board and prior action by the Board is required by the
Delaware General Corporation Law with respect to the proposed action by written
consent of the stockholders, the


                                       12

record date for determining stockholders entitled to consent to corporate action
in writing shall be at the close of business on the day on which the Board
adopts the resolution taking such prior action.

            SECTION 5. Lost, Stolen or Destroyed Certificates. In the event of
the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board may establish
concerning proof of such loss, theft or destruction and concerning the giving of
satisfactory bond or bonds of indemnity.

            SECTION  6.  Regulations.  The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board may establish.

                                  ARTICLE VIII.

                                     NOTICES

            SECTION 1. Notices. Except as otherwise specifically provided herein
or required by law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, or with a recognized
overnight delivery service or by sending such notice by prepaid telegram,
mailgram or by facsimile transmission. Any such notice shall be addressed to
such stockholder, director, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through the
mails or by overnight delivery service, or by telegram, mailgram or facsimile,
shall be the time of the giving of the notice.

            SECTION 2. Waivers. A written waiver of any notice, signed by a
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.

                                   ARTICLE IX.

                                  MISCELLANEOUS

            SECTION 3. Facsimile Signatures. In addition to the provisions for
use of facsimile signatures elsewhere specifically authorized in these By-laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board or a committee thereof.

            SECTION 4. Corporate Seal. The Board may provide a suitable seal,
containing the name of the Corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the Board or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.


                                       13

            SECTION 5. Reliance Upon Books, Reports and Records. Each director,
each member of any committee designated by the Board, and each officer of the
Corporation shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board so designated, or by any other person as to matters which such director or
committee member reasonably believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

            SECTION  6.  Fiscal Year.  The fiscal year of the Corporation
shall be as fixed by the Board of Directors.

            SECTION 7. Time Periods. In applying any provision of these By-laws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.

                                   ARTICLE X.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

            SECTION 1. Right to Indemnification. Each person who was or is made
a party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter, a "proceeding"), by reason of the fact that he or
she is or was a director or an officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter, an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
Article X with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of the Corporation.

            SECTION 2. Right to Advancement of Expenses. The right to
indemnification conferred in Section 1 of this Article X shall include the right
to be paid by the Corporation the expenses (including attorneys' fees) incurred
in defending any such proceeding in advance of its final disposition
(hereinafter, an "advancement of expenses"); provided, however, that, if the


                                       14

Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter, an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter, a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this Article X shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

            SECTION 3. Right of Indemnitee to Bring Suit. If a claim under
Section 1 or 2 of this Article X is not paid in full by the Corporation within
sixty (60) days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) any suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law. Neither the failure of the
Corporation (including its Board, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article X or otherwise shall be on the Corporation.

            SECTION 4. Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Article X shall not be
exclusive of any other right which any person may have or hereafter acquire by
any statute, the Corporation's Certificate of Incorporation or By-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

            SECTION 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or


                                       15

another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.

            SECTION 6. Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to time by
the Board, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article X with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

                                   ARTICLE XI.

                                   AMENDMENTS

            The Board of Directors is expressly empowered to adopt, amend or
repeal these By-laws. Any adoption, amendment or repeal of these By-laws by the
Board of Directors shall require the approval of a majority of the entire Board
of Directors. The stockholders shall also have power to adopt, amend or repeal
these By-laws; provided, however, that, in addition to any vote of the holders
of any class or series of stock of the Corporation required by law or the
Certificate of Incorporation, the affirmative vote of the holders of at least
80% of the voting power of all of the then-outstanding shares of the capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to adopt, amend
or repeal any provision of these By-laws.


                                       16

                                                                     EXHIBIT 4.2

                               GSC HOLDINGS CORP.
                         (TO BE RENAMED GAMESTOP CORP.)

                              THE BANK OF NEW YORK

                                  RIGHTS AGENT

                                RIGHTS AGREEMENT

                            DATED AS OF JUNE 27, 2005



                                TABLE OF CONTENTS



                                                                                     PAGE
                                                                                     ----
                                                                               
Section 1.   Certain Definitions.......................................................1
Section 2.   Appointment of Rights Agent...............................................4
Section 3.   Issue of Right Certificates...............................................4
Section 4.   Form of Right Certificates................................................6
Section 5.   Countersignature and Registration.........................................6
Section 6.   Transfer, Split Up, Combination and Exchange of Right
             Certificates; Mutilated, Destroyed, Lost or Stolen Right
             Certificates..............................................................6
Section 7.   Exercise of Rights; Purchase Price; Expiration Date of Rights.............7
Section 8.   Cancellation of Right Certificates........................................8
Section 9.   Status and Availability of Preferred Stock................................8
Section 10.  Preferred Stock Record Date...............................................9
Section 11.  Adjustment of Purchase Price, Number of Shares or Number of Rights........9

Section 12.  Certificate of Adjustment................................................15
Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning
             Power....................................................................16
Section 14.  Fractional Rights and Fractional Shares..................................16
Section 15.  Rights of Action.........................................................17
Section 16.  Agreement of Right Holders...............................................17
Section 17.  Right Certificate Holder Not Deemed a Stockholder........................18
Section 18.  Concerning the Rights Agent..............................................18
Section 19.  Merger or Consolidation or Change of Name of Rights Agent................19
Section 20.  Duties of Rights Agent...................................................19
Section 21.  Change of Rights Agent...................................................21
Section 22.  Issuance of New Right Certificates.......................................21
Section 23.  Redemption...............................................................22
Section 24.  Exchange.................................................................22
Section 25.  Notice of Certain Events.................................................23
Section 26.  Notices..................................................................24
Section 27.  Supplements and Amendments...............................................24
Section 28.  Successors...............................................................25
Section 29.  Benefits of this Rights Agreement........................................25
Section 30.  Severability.............................................................25
Section 31.  Governing Law............................................................25
Section 32.  Counterparts.............................................................25
Section 33.  Descriptive Headings.....................................................25
Section 34.  Administration...........................................................25

EXHIBIT A -- Form of Right Certificate

EXHIBIT B -- Form of Summary of Rights



                                       i

                                RIGHTS AGREEMENT

            This Rights Agreement dated as of June 27, 2005 (the "Record
Date"), between GSC Holdings Corp., a Delaware corporation (to be renamed
GameStop Corp.) (the "Company"), and The Bank of New York (the "Rights
Agent").

            The Board of Directors of the Company (the "Board of Directors") has
authorized and directed the issuance of one right (a "Right") for each share of
Class A Common Stock, par value $.001 per share, of the Company ("Class A
Shares"), and each share of Class B Common Stock, par value $.001 per share, of
the Company ("Class B Shares"), that shall become outstanding between the Record
Date and the earliest of the Distribution Date, the Redemption Date or the Final
Expiration Date (each capitalized term as hereinafter defined), each Right
representing the right to purchase, upon the terms and subject to the conditions
set forth herein, one one-thousandth of a share of the Company's Series A Junior
Participating Preferred Stock, $.001 par value per share (the "Preferred
Stock"), having the rights, powers and preferences set forth in the Company's
Amended and Restated Certificate of Incorporation, as amended from time to time
(the Class A Shares and Class B Shares are referred to, collectively, as the
"Common Shares"). This Rights Agreement shall become effective immediately prior
to the Effective Time (as such term is defined in the Agreement and Plan of
Merger, dated April 17, 2005, by and among the Company, GameStop Corp.,
GameStop, Inc., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and Electronics
Boutique Holdings Corp. (the "Merger Agreement")).

            Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:

            Section 1. Certain Definitions. For purposes of this Rights
Agreement, the following terms have the meanings indicated:

            "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, without the prior approval of the
Board of Directors, shall after the date hereof become the Beneficial Owner of
Common Shares representing 15% or more of the Voting Power of the Common Shares
of the Company then outstanding, but shall not include each of the following:
(A) the Company; (B) any Subsidiary of the Company; (C) any employee benefit
plan of the Company or any Subsidiary of the Company; (D) any Person holding
Common Shares for or pursuant to the terms of any such plan; (E) any Person (an
"Excluded Person") who would as of the Close of Business on the date hereof be
deemed to be an "Acquiring Person", as defined pursuant to the foregoing
provisions of this paragraph, unless and until such Excluded Person, without the
prior approval of the Board of Directors, shall after the date hereof acquire in
one or more transactions, other than upon the exercise of any options granted
prior to or after the date hereof to such Excluded Person under the Company's
Amended and Restated 2001 Incentive Plan and 2005 Incentive Plan (as such plans
may be amended or supplemented from time to time) or any other employee benefit
plan of the Company, additional Common Shares aggregating 5% or more of Voting
Power of the Common Shares then outstanding; and (F) any Person who is an
immediate family member of an Excluded Person and any trust for the benefit of
such immediate family member or such Excluded Person, which Person or trust
acquires from such Excluded Person Common Shares (such Common Shares, "Excluded
Shares") and any executor or trustee for the estate of an Excluded Person,
unless and until such Person, trust or executor, together with all Affiliates
and Associates of such Person, trust or executor, shall become the Beneficial
Owner of 15% or more of the Common Shares not including Excluded Shares.
Notwithstanding the foregoing, (i) no Person shall become an "Acquiring Person"
as the result of an acquisition of Common Shares by the Company which, by
reducing the number or Voting Power of shares outstanding, increases the Voting
Power of the shares beneficially owned by such Person to 15% or more of the
Voting Power of the Common Shares of the

Company then outstanding; provided, however, that if a Person shall so become
the Beneficial Owner of Common Shares representing 15% or more of the Voting
Power of the Common Shares of the Company then outstanding by reason of the
acquisition of Common Shares by the Company and, without the prior approval of
the Board of Directors, shall, after such share purchases by the Company,
purchase or otherwise take action to cause such Person to become the Beneficial
Owner of any additional Common Shares of the Company, then such Person shall be
deemed to be an "Acquiring Person", (ii) no Person shall become an "Acquiring
Person" as a result of the acquisition from time to time of all of his, her or
its Common Shares in a merger, consolidation or other combination of the Company
(including, without limitation, the mergers contemplated by the Merger
Agreement) with or into another Person if such merger, consolidation or other
combination was approved by the Board of Directors, provided, however, that if
after any such acquisition of Common Shares such Person, without the prior
approval of the Board of Directors, shall acquire in one or more transactions
additional Common Shares aggregating 5% or more of the Voting Power of the
Company then outstanding and after such acquisition, such Person, together with
all Affiliates and Associates of such Person, is the Beneficial Owner of 15% or
more of the Voting Power of the Company then outstanding, then as of the date of
the acquisition of such additional Common Shares aggregating 5% or more, such
Person shall be deemed to be an "Acquiring Person" for any purpose of this
Rights Agreement, (iii) if the Board of Directors determines in good faith that
a Person who would otherwise be an "Acquiring Person," as defined pursuant to
the foregoing provisions of this paragraph, has become such inadvertently, and
such Person divests, as promptly as practicable, a sufficient number of Common
Shares so that such Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this paragraph, then such Person shall
not be deemed to have become an "Acquiring Person" for any and all purposes of
this Rights Agreement, and (iv) any Excluded Person who after the Close of
Business on the date hereof becomes the Beneficial Owner of less than 15% of the
Common Shares of the Company then outstanding shall cease to be an Excluded
Person.

            "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in
effect on the date of this Rights Agreement.

            A Person shall be deemed the "Beneficial Owner" of and shall be
deemed to "beneficially own" any securities:

            (i)   which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly;

            (ii) which such Person or any of such Person's Affiliates or
Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public
offering of securities), written or otherwise, or upon the exercise of
conversion rights, exchange rights, rights (other than the Rights), warrants or
options, or otherwise; provided, however, that a Person shall not be deemed to
be the Beneficial Owner of, or to beneficially own, securities tendered pursuant
to a tender or exchange offer made pursuant to, and in accordance with, the
applicable rules and regulations promulgated under the Exchange Act by or on
behalf of such Person or any of such Person's Affiliates or Associates until
such tendered securities are accepted for purchase or exchange; or (B) the right
to vote pursuant to any agreement, arrangement or understanding; provided,
however, that a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, any security if the agreement, arrangement or understanding to
vote such security (1) arises solely from a revocable proxy or consent given to
such Person in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable rules and regulations promulgated
under the Exchange Act and (2) is not also then reportable on Schedule 13D under
the Exchange Act (or any comparable or successor report); or


                                       2

            (iii) which are beneficially owned, directly or indirectly, by any
other Person with which such Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or understanding (other than customary
agreements with and between underwriters and selling group members with respect
to a bona fide public offering of securities), written or otherwise, for the
purpose of acquiring, holding, voting (except to the extent contemplated by the
proviso to section (B) of the immediately preceding paragraph (ii)) or disposing
of any securities of the Company or with respect to any of the matters relating
to the Company referred to in Item 4 of Schedule 13D under the Exchange Act.

            Notwithstanding anything in this definition of "beneficial
ownership" to the contrary, the phrase "then outstanding," when used with
reference to a Person's beneficial ownership of securities of the Company, shall
mean the number of such securities then issued and outstanding together with the
number of such securities not then actually issued and outstanding which such
Person would be deemed to own beneficially hereunder.

            "Board of Directors" shall have the meaning set forth in the
introductory paragraph of this Rights Agreement.

            "Business Day" shall mean any day other than a Saturday, a Sunday,
or a day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to close.

            "Close of Business" on any given date shall mean 5:00 p.m., New York
City time, on such date; provided, however, that if such date is not a Business
Day it shall mean 5:00 p.m., New York City time, on the next succeeding Business
Day.

            "Common Shares" when used with reference to the Company shall have
the meaning set forth in the second paragraph of this Rights Agreement. "Common
Shares" when used with reference to any Person other than the Company shall mean
the capital stock (or equity interest) with the greatest voting power of such
other Person or, if such other Person is a Subsidiary of another Person, the
Person or Persons which ultimately control such first-mentioned Person.

            "Distribution Date" shall have the meaning set forth in Section 3
hereof.

            "equivalent preferred stock" shall have the meaning set forth in
Section 11(b).

            "Exchange Ratio" shall have the meaning set forth in Section 24(a).

            "Final Expiration Date" shall mean October 28, 2014.

            "Person" shall mean any individual, firm, corporation, partnership,
limited partnership, limited liability partnership, business trust, limited
liability company, unincorporated association or other entity, and shall include
any successor (by merger or otherwise) of such entity.

            "preferred stock equivalents" shall have the meaning set forth in
Section 11(a)(iii)(B)(3).

            "Purchase Price" shall have the meaning set forth in Section 7(b).

            "Redemption Date" shall mean the date on which the Rights are
redeemed as provided in Section 23 hereof.


                                       3

            "Required Board Vote" shall mean approval of an action by the Board
of Directors by the affirmative vote of two-thirds of the members of the Board
of Directors voting on the action.

            "Right Certificate" shall mean a certificate evidencing a Right in
substantially the form of Exhibit A hereto.

            "Shares Acquisition Date" shall mean the earlier of the date of (i)
the public announcement by the Company or an Acquiring Person that an Acquiring
Person has become such or (ii) the public disclosure of facts by the Company or
an Acquiring Person indicating that an Acquiring Person has become such.

            "Spread" shall have the meaning set forth in Section
11(a)(iii)(A)(2) hereof.

            "Subsidiary" of any Person shall mean any Person of which a majority
of the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by such Person.

            "Summary of Rights" shall mean the Summary of Rights to Purchase
Shares of Preferred Stock in substantially the form of Exhibit B hereto.

            "Substitution Period" shall have the meaning set forth in Section
11(a)(iii) hereof.

            "Trigger Date" shall have the meaning set forth in Section
11(a)(iii) hereof.

            "Trigger Date Value" shall have the meaning set forth in Section
11(a)(iii)(A)(1) hereof.

            "Voting Power" shall mean the total number of votes entitled to be
cast by the holders of the Common Shares of the Company then outstanding.

            Section 2. Appointment of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable upon ten (10) days' prior written notice to the Rights
Agent. The Rights Agent shall have no duty to supervise, and shall in no event
be liable for, the acts or omissions of any such Co-Rights Agent. In the event
the Company appoints one or more Co-Rights Agents, the respective duties of the
Rights Agents and any Co-Rights Agents shall be as the Company shall determine.

            Section 3. Issue of Right Certificates.

                  (a) Until the earlier of (i) the Shares Acquisition Date or
(ii) the tenth Business Day (or such later date as may be determined by action
of the Board of Directors prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company or any entity holding Common Shares for or
pursuant to the terms of any such plan) of, or of the first public announcement
of the intention of any Person (other than any of the Persons referred to in the
preceding parenthetical) to commence a tender or exchange offer the consummation
of which would result in any Person becoming the Beneficial Owner of Common
Shares aggregating 15% or more of the Voting Power of the then outstanding
Common Shares (including any such date which is after the date of this Rights
Agreement and prior to the issuance of the Rights; the earlier of such dates
being herein referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of Section 3(b) hereof) by the certificates
for Common Shares registered in the


                                       4

names of the holders thereof (which certificates shall also be deemed to be
Right Certificates) and not by separate Right Certificates, and (y) the Rights
(and the right to receive Right Certificates) will be transferable only in
connection with the transfer of Common Shares. The Company shall give the Rights
Agent prompt written notice of the Distribution Date. As soon as practicable
after the Distribution Date, the Company will prepare and execute, the Rights
Agent will countersign, and the Company will send or cause to be sent (and the
Rights Agent will, if requested, send) by first-class, insured, postage-prepaid
mail, to each record holder of Common Shares as of the Close of Business on the
Distribution Date, at the address of such holder shown on the records of the
Company, a Right Certificate evidencing one Right for each Common Share so held.
As of the Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

                  (b) With respect to certificates for Common Shares outstanding
as of the Record Date, until the Distribution Date (or the earlier of the
Redemption Date or the Final Expiration Date), the Rights will be evidenced by
such certificates registered in the names of the holders thereof together with a
copy of the Summary of Rights attached thereto. Until the Distribution Date (or
the earlier of the Redemption Date or the Final Expiration Date), the surrender
for transfer of any certificate for Common Shares outstanding on the Record Date
shall also constitute the transfer of the Rights associated with the Common
Shares evidenced thereby. Upon the request of the holder of any Common Shares
or, after the Distribution Date, the holder of any Right, the Company shall, at
its expense, provide a copy of the Summary of Rights.

                  (c) Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this paragraph (c)) after the Record Date, but prior to the earliest
of the Distribution Date, the Redemption Date or the Final Expiration Date,
shall have impressed, printed, stamped, written or otherwise affixed onto them
the following legend:

            This certificate also evidences and entitles the holder hereof to
            certain rights (the "Rights") as set forth in the Rights Agreement
            between GameStop Corp. (formerly GSC Holdings Corp.) and The Bank of
            New York, dated as of June 27, 2005, as it may from time to time be
            amended or supplemented pursuant to its terms (the "Rights
            Agreement"), the terms of which are hereby incorporated herein by
            reference. A copy of the Rights Agreement is on file at the
            principal executive offices of GameStop Corp. Under certain
            circumstances set forth in the Rights Agreement, such Rights will be
            evidenced by separate certificates and will no longer be evidenced
            by this certificate. GameStop Corp. will mail to the holder of this
            certificate a copy of the Rights Agreement without charge after
            receipt of a written request therefor. As described in Section
            11(a)(ii) of the Rights Agreement, Rights beneficially owned by any
            Person who becomes an Acquiring Person (as defined in the Rights
            Agreement) and certain other Persons shall become null and void.

With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented by
certificates shall be evidenced by such certificates alone, and the surrender
for transfer of any such certificate shall also constitute the transfer of the
Rights associated with the Common Shares represented thereby. In the event that
the Company purchases or acquires any Common Shares after the Record Date but
prior to the Distribution Date, any Rights associated with such Common Shares
shall be deemed canceled and retired so that the Company shall not be entitled
to exercise any Rights associated with the Common Shares which are no longer
outstanding.


                                       5

            Section 4. Form of Right Certificates. The Right Certificates (and
the forms of election to purchase shares and of assignment to be printed on the
reverse thereof) shall be substantially the same as Exhibit A hereto and may
have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Rights Agreement, or as may be required
to comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed, or to conform to usage. The Right Certificates
shall be in machine printable format. Subject to the other provisions of this
Rights Agreement, the Right Certificates shall show the date of countersignature
and shall entitle the holders thereof to purchase such number of one
one-thousandths of a share of Preferred Stock as shall be set forth therein at
the Purchase Price, but the number of such shares and the Purchase Price shall
be subject to adjustment as provided herein.

            Section 5. Countersignature and Registration. The Right Certificates
shall be executed on behalf of the Company by its Chairman, its Chief Executive
Officer, its Chief Operating Officer, its President, its Chief Financial
Officer, any of its Vice Presidents or its Secretary, either manually or by
facsimile signature, shall have affixed thereto the Company's seal or a
facsimile thereof, and shall be attested by the Secretary or any Assistant
Secretary of the Company, either manually or by facsimile signature. The Right
Certificates shall be countersigned by the Rights Agent and shall not be valid
for any purpose unless so countersigned. In case any officer of the Company who
shall have signed any of the Right Certificates shall cease to be such officer
of the Company before countersignature by the Rights Agent and issuance and
delivery by the Company, such Right Certificates, nevertheless, may be
countersigned by the Rights Agent and issued and delivered by the Company with
the same force and effect as though the person who signed such Right
Certificates had not ceased to be such officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Rights Agreement any such person was not such an officer.

            Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its designated office, books for registration of the transfer of
the Right Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Right Certificates, the number of
Rights evidenced on its face by each of the Right Certificates and the date of
each of the Right Certificates.

            Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject
to the provisions of Section 14 hereof, at any time after the Close of Business
on the Distribution Date, and at or prior to the Close of Business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-thousandths
of a share of Preferred Stock as the Right Certificate or Right Certificates
surrendered then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Right Certificate or
Right Certificates shall make such request in writing delivered to the Rights
Agent, and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the designated office of the
Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the
person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment by the holders of Right
Certificates of a sum sufficient for any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Right Certificates. Neither the Rights


                                       6

Agent nor the Company shall be obligated to take any action whatsoever with
respect to the transfer of any such surrendered Rights Certificate until the
registered holder shall have duly completed and executed the form of assignment
on the reverse side of such Rights Certificate and shall have provided such
additional evidence of the identity of the Beneficial Owner (or such former or
proposed Beneficial Owner) thereof or such Beneficial Owner's Affiliates or
Associates as the Company shall reasonably request.

            Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate, if mutilated, the Company will make and deliver a new
Right Certificate of like tenor to the Rights Agent for delivery to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

            Section 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights.

                  (a) The registered holder of any Right Certificate (other than
a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or
have been exchanged pursuant to Section 24 hereof), may exercise the Rights
evidenced thereby in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase
on the reverse side thereof duly executed, to the Rights Agent at its designated
office, together with payment of the Purchase Price for each one one-thousandth
of a share of Preferred Stock as to which the Rights are exercised, at or prior
to the earliest of (i) the Close of Business on the Final Expiration Date, (ii)
the Redemption Date, or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.

                  (b) The purchase price for each one one-thousandth of a share
of Preferred Stock to be purchased upon the exercise of a Right shall initially
be $100.00 (the "Purchase Price"), shall be subject to adjustment from time to
time as provided in Sections 11 and 13 hereof and shall be payable in lawful
money of the United States of America in accordance with paragraph (c) below.

                  (c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase and related
certification duly executed, accompanied by payment of the Purchase Price for
the number of shares to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Right Certificate in
accordance with Section 9 hereof by cash, certified check, cashier's check or
money order payable to the order of the Company, the Rights Agent shall
thereupon promptly (i) (A) requisition from any transfer agent of the shares of
Preferred Stock certificates for the number of shares of Preferred Stock to be
purchased and the Company hereby irrevocably authorizes its transfer agent to
comply with all such requests, or (B) requisition from any depositary agent for
the shares of Preferred Stock depositary receipts representing such number of
one one-thousandth of a share of Preferred Stock as are to be purchased (in
which case certificates for the shares of Preferred Stock represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company hereby directs the depositary agent to comply with such request,
(ii) when appropriate, requisition from the Company the amount of cash to be
paid in lieu of issuance of fractional shares of Preferred Stock in accordance
with Section 14 hereof, (iii) after receipt of such certificates or depositary
receipts, cause the same to be delivered to or upon the order of the registered
holder of such Right Certificate, registered in such name or names as may be
designated by such holder and (iv) when appropriate, after receipt, deliver such
cash to or upon the order of the registered holder of such Right Certificate.


                                       7

            (d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing the unexercised Rights shall be issued by the Rights Agent to the
registered holder of such Right Certificate or to his duly authorized assigns,
subject to the provisions of Section 6 and Section 14 hereof.

            (e) Notwithstanding anything in this Rights Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder upon the occurrence of
any purported exercise as set forth in this Section 7 unless such registered
holder shall have (i) completed and signed the certificate following the form of
election to purchase set forth on the reverse side of the Right Certificate
surrendered for such exercise and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request.

            Section 8. Cancellation of Right Certificates. All Right
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in canceled form,
or, if surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company.

            Section 9. Status and Availability of Preferred Stock.

                  (a) The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all shares of Preferred Stock
delivered upon exercise of Rights shall, at the time of delivery of the
certificates for such shares (subject to payment of the Purchase Price), be duly
and validly authorized and issued and fully paid and non-assessable shares.

                  (b) The Company further covenants and agrees that it will pay
when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the issuance or delivery of the Right
Certificates or of any shares of Preferred Stock upon the exercise of Rights.
The Company shall not, however, be required to pay any transfer tax which may be
payable in respect of any transfer or delivery of Right Certificates to a person
other than, or the issuance or delivery of certificates or depositary receipts
for the shares of Preferred Stock in a name other than that of, the registered
holder of the Right Certificate evidencing Rights surrendered for exercise or to
issue or to deliver any certificates or depositary receipts for shares of
Preferred Stock upon the exercise of any Rights until any such tax shall have
been paid (any such tax being payable by the holder of such Right Certificate at
the time of surrender) or until it has been established to the Company's
reasonable satisfaction that no such tax is due.

                  (c) The Company covenants and agrees that it will cause to be
reserved and kept available, out of its authorized and unissued shares of
Preferred Stock, or any authorized and issued shares of Preferred Stock held in
its treasury, the number of shares of Preferred Stock that will be sufficient to
permit the exercise in full of all outstanding Rights in accordance with Section
7 hereof.

                  (d) So long as the shares of Preferred Stock issuable and
deliverable upon the exercise of the Rights may be listed on any national
securities exchange, the Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable, all shares of Preferred Stock
reserved for such issuance to be listed on such exchange upon official notice of
issuance upon such exercise.


                                       8

                  (e) The Company shall use its best efforts to (i) file, as
soon as practicable following the earliest date after the first occurrence of an
event set forth in Section 11(a)(ii) on which the consideration to be delivered
by the Company upon exercise of the Rights has been determined in accordance
with Section 11(a)(iii) hereof, a registration statement under the Securities
Act of 1933 (the "Act"), with respect to the securities purchasable upon
exercise of the Rights on an appropriate form, (ii) cause such registration
statement to become effective as soon as practicable after such filing, and
(iii) cause such registration statement to remain effective (with a prospectus
at all times meeting the requirements of the Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such securities, and
(B) the Final Expiration Date. The Company will also take such action as may be
appropriate under, or to ensure compliance with, the securities or "blue sky"
laws of the various states in connection with the exercisability of the Rights.
The Company may temporarily suspend, for a period of time not to exceed ninety
(90) days after the date set forth in clause (i) of the first sentence of this
Section 9(e), the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective. Upon any such
suspension, the Company shall make a public announcement, and shall deliver to
the Rights Agent a statement, stating that the exercisability of the Rights has
been temporarily suspended. At such time as the suspension is no longer in
effect, the Company shall make another public announcement, and shall deliver to
the Rights Agent a statement so stating. In addition, if the Company shall
determine that a registration statement is required following the Distribution
Date, the Company may temporarily suspend the exercisability of the Rights until
such time as a registration statement has been declared effective.
Notwithstanding any provision of this Rights Agreement to the contrary, the
Rights shall not be exercisable in any jurisdiction if the requisite
qualification in such jurisdiction shall not have been obtained, the exercise
thereof shall not be permitted under applicable law or a registration statement
shall not have been declared effective. Absent written notification from the
Company to the Rights Agent to the contrary, the Rights Agent may assume that
any Right exercised is permitted to be exercised under applicable law and,
except as otherwise provided hereunder in the case of the Rights Agent's gross
negligence or willful misconduct, the Rights Agent shall have no liability for
acting in reliance upon such assumption.

            Section 10. Preferred Stock Record Date. Each person in whose name
any certificate for shares of Preferred Stock is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record of
the shares of Preferred Stock represented thereby on, and such certificate shall
be dated, the date upon which the Right Certificate evidencing such Rights was
duly surrendered and payment of the Purchase Price (and any applicable transfer
taxes) was made. Prior to the exercise of the Rights evidenced thereby, the
holder of a Right Certificate shall not be entitled to any rights of a holder of
shares of Preferred Stock for which the Rights shall be exercisable, including,
without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

            Section 11. Adjustment of Purchase Price, Number of Shares or Number
of Rights. The Purchase Price, the number of shares of Preferred Stock covered
by each Right and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 11.

                  (a) (i) In the event the Company shall at any time after the
date of this Rights Agreement (A) declare a dividend on the Preferred Stock
payable in shares or fractional units of shares of Preferred Stock, (B)
subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred
Stock into a smaller number of shares or (D) issue any shares of its capital
stock in a reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such subdivision,
combination or reclassification, and the number


                                       9

and kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately prior to such
date, he would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification; provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right. If an event occurs which
would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii),
the adjustment provided for in this Section 11(a)(i) shall be in addition to,
and shall be made prior to, any adjustment required pursuant to Section
11(a)(ii).

                    (ii) Subject to the following paragraph of this subparagraph
(ii) and to Section 24 of this Rights Agreement, in the event any Person, alone
or together with its Affiliates or Associates, shall become an Acquiring Person,
each holder of a Right shall thereafter have a right to receive, upon exercise
thereof at a price equal to the then current Purchase Price in accordance with
the terms of this Rights Agreement, such number of one one-thousandths of a
share of Preferred Stock of the Company as shall equal the result obtained by
(x) multiplying the then current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by (y) 50% of the then current market
price per one one-thousandth of a share of Preferred Stock (determined pursuant
to Section 11(d) hereof) on the date such Person became an Acquiring Person. In
the event that any Person shall become an Acquiring Person and the Rights shall
then be outstanding, the Company shall not take any action which would eliminate
or diminish the benefits intended to be afforded by the Rights. From and after
the date any Person, alone or together with its Affiliates and Associates, shall
become an Acquiring Person, any Rights that are or were acquired or beneficially
owned by such Acquiring Person (or any Associate or Affiliate of such Acquiring
Person) shall be void and any holder of such Rights shall thereafter have no
right to exercise such Rights under any provision of this Rights Agreement. No
Right Certificate shall be issued pursuant to this Rights Agreement that
represents Rights beneficially owned by an Acquiring Person (or any Associate or
Affiliate thereof) whose Rights would be void pursuant to the preceding
sentence; no Right Certificate shall be issued at any time upon the transfer of
any Rights to an Acquiring Person (or any Associate or Affiliate thereof) whose
Rights would be void pursuant to the preceding sentence or to any nominee of
such Acquiring Person, Associate or Affiliate; and any Right Certificate
delivered to the Rights Agent for transfer to an Acquiring Person (or any
Associate or Affiliate thereof) whose Rights would be void pursuant to the
preceding sentence shall be canceled.

                    (iii) In the event that the number of shares of Preferred
Stock which are authorized by the Company's certificate of incorporation and not
outstanding or subscribed for, or reserved or otherwise committed for issuance
for purposes other than upon exercise of the Rights, are not sufficient to
permit the holder of each Right to purchase the number of shares of Preferred
Stock to which he would be entitled upon the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii) of paragraph (a) of this Section
11, or should the Board of Directors so elect, the Company shall: (A) determine
the excess of (1) the value of the Preferred Stock issuable upon the exercise of
a Right (calculated as provided in the last sentence of this subparagraph (iii))
pursuant to Section 11(a)(ii) hereof (the "Trigger Date Value") over (2) the
Purchase Price (such excess, the "Spread"), and (B) with respect to each Right,
make adequate provision to substitute for such shares of Preferred Stock, upon
payment of the applicable Purchase Price, any one or more of the following
having an aggregate value determined by the Board of Directors to be equal to
the Trigger Date Value: (1) cash, (2) a reduction in the Purchase Price, (3)
Common Shares or other equity securities of the Company (including, without
limitation, shares or units of shares of preferred stock which the Board of
Directors has determined to have the same value as the Preferred Stock (such
shares of preferred stock, "preferred stock equivalents")), (4) debt securities
of the Company, or (5) other assets; provided, however, if the Company shall not
have made adequate provision to deliver the Trigger Date Value pursuant to
clause (B) above within thirty (30) days following


                                       10

the first occurrence of an event triggering the rights to purchase shares of
Preferred Stock described in Section 11(a)(ii) (the "Trigger Date"), then the
Company shall be obligated to deliver, upon the surrender for exercise of a
Right and without requiring payment of the Purchase Price, shares of Preferred
Stock (to the extent available) and then, if necessary, cash, which shares and
cash have an aggregate value equal to the Spread. If the Board of Directors
shall determine in good faith that it is likely that sufficient additional
shares of Preferred Stock could be authorized for issuance upon exercise in full
of the Rights, the thirty (30) day period set forth above may be extended to the
extent necessary, but not more than ninety (90) days after the Trigger Date, in
order that the Company may seek stockholder approval for the authorization of
such additional shares (such period, as it may be extended, the "Substitution
Period"). To the extent that the Company determines that some action need be
taken pursuant to the first and/or second sentences of this Section 11(a)(iii) ,
the Company (x) shall provide, subject to Section 7(e) hereof and the last
paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to
all outstanding Rights, and (y) may suspend the exercisability of the Rights
until the expiration of the Substitution Period in order to seek any
authorization of additional shares and/or to decide the appropriate form of
distribution to be made pursuant to such first sentence and to determine the
value thereof. In the event of any such suspension, the Company shall make a
public announcement, and shall deliver to the Rights Agent a statement, stating
that the exercisability of the Rights has been temporarily suspended. At such
time as the suspension is no longer in effect, the Company shall make another
public announcement, and deliver to the Rights Agent a statement, so stating.
For purposes of this Section 11(a)(iii), the Trigger Date Value of the Preferred
Stock shall be the current market price (as determined pursuant to Section 11(d)
hereof) per share of the Preferred Stock on the Trigger Date and the value of
any preferred stock equivalent shall be deemed to have the same value as the
Preferred Stock on such date. The Board of Directors may, but shall not be
required to, establish procedures to allocate the right to receive Preferred
Stock, equivalent preferred stock, Common Shares and cash upon the exercise of
the Rights among the holders of the Rights.

                  (b) If the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Stock entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Stock (or shares having the same rights,
privileges and preferences as the Preferred Stock ("equivalent preferred
stock")) or securities convertible into Preferred Stock or equivalent preferred
stock at a price per share of Preferred Stock or per share of equivalent
preferred stock (or having a conversion price per share, if a security
convertible into Preferred Stock or equivalent preferred stock) less than the
then current market price per share of the Preferred Stock (as defined in
Section 11(d)) on such record date, the Purchase Price to be in effect after
such record date shall be adjusted by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of shares of Preferred Stock outstanding on such record date
plus the number of shares of Preferred Stock which the aggregate offering price
of the total number of shares of Preferred Stock and/or equivalent preferred
stock so to be offered (and/or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such current market
price and the denominator of which shall be the number of shares of Preferred
Stock outstanding on such record date plus the number of additional shares of
Preferred Stock and/or equivalent preferred stock to be offered for subscription
or purchase (or into which the convertible securities so to be offered are
initially convertible); provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors, whose determination shall be described in a statement filed with the
Rights Agent. Shares of Preferred Stock owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed;
and in the event that such rights, options


                                       11

or warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

                  (c) If the Company shall fix a record date for the making of a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation) of evidences of indebtedness or assets
(other than a regular cash dividend or a dividend payable in Preferred Stock) or
subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the then current
market price per share of the Preferred Stock (as determined in Section 11(d))
on such record date, less the fair market value (as determined in good faith by
the Board of Directors, whose determination shall be described in a statement
filed with the Rights Agent) of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to one share of Preferred Stock and the denominator of which shall be
such current market price per share of the Preferred Stock; provided, however,
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company to be issued upon exercise of one Right. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

                  (d) (i) For the purpose of any computation hereunder, the
"current market price" of any security (a "Security") for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
(as such term is hereinafter defined) immediately prior to such date; provided,
however, that in the event that the current market price per share of the
Security is determined during a period following the announcement by the issuer
of such Security of (A) a dividend or distribution on such Security payable in
shares of such Security or securities convertible into such shares, or (B) any
subdivision, combination or reclassification of such Security and prior to the
expiration of 30 Trading Days after the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the current market price per
share shall be appropriately adjusted to reflect the current market price per
share equivalent of such Security. The closing price for each day shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Security is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Security is listed or admitted to trading or, if the Security is
not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other
system then in use, or, if on any such date the Security is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Security selected by the
Board of Directors. If on any such date no market maker is making a market in
the Security, the fair value of such shares on such date as determined
reasonably and with good faith by the Board of Directors shall be used and shall
be binding on the Rights Agent. The term "Trading Day" shall mean a day on which
the principal national securities exchange on which the Security is listed or
admitted to trading is open for the transaction of business or, if the Security
is not listed or admitted to trading on any national securities exchange, a
Business Day. If the Security is not publicly listed or traded, "current market
price" shall mean the fair value per share as determined in


                                       12

good faith by the Board of Directors, whose determination shall be described in
a statement filed with the Rights Agent.

                     (ii) For the purpose of any computation hereunder, the
"current market price" of the Preferred Stock shall be determined in accordance
with the method set forth in Section 11(d)(i) (other than the last sentence
thereof). If the current market price per share (or one one-thousandth of a
share) of Preferred Stock cannot be determined in the manner provided above or
if the Preferred Stock is not publicly held or listed or traded in a manner
described in clause (i) of this Section 11(d), the "current market price" per
share of Preferred Stock shall be conclusively deemed to be an amount equal to
1,000 (as such number may be adjusted for such events as stock splits, stock
dividends and recapitalizations with respect to the Preferred Stock occurring
after the date of this Rights Agreement) multiplied by the current market price
per share of the Class B Shares (as determined pursuant to clause (i) above),
and the "current market price" per one one-thousandth of a share of Preferred
Stock shall be equal to the current market price per share of the Class B Shares
(as appropriately adjusted). If neither the Class B Shares or Preferred Stock is
publicly held or so listed or traded, "current market price" per share shall
mean the fair value per share as determined in good faith by the Board of
Directors, whose determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.

                  (e) No adjustment in the Purchase Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Purchase Price; provided, however, that any adjustments which by reason of
this Section 11(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 11 shall be made to the nearest cent or to the nearest one millionth of
a share of Preferred Stock, or one ten-thousandth of any other share or security
as the case may be. Notwithstanding the first sentence of this Section 11(e),
any adjustment required by this Section 11 shall be made no later than three
years from the date of the transaction which requires such adjustment.

                  (f) If as a result of an adjustment made pursuant to Section
11(a) hereof, the holder of any Right thereafter exercised shall become entitled
to receive any shares of capital stock of the Company other than shares of
Preferred Stock, the number of such other shares so receivable upon exercise of
any Right shall thereafter be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Preferred Stock contained in Section 11(a) through (c),
inclusive, and the provisions of Sections 7, 9, 10 and 13 with respect to the
Preferred Stock shall apply on like terms to any such other shares.

                  (g) All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
share of Preferred Stock purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

                  (h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Sections 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
one one-thousandths of a share of Preferred Stock (calculated to the nearest one
millionth) obtained by (i) multiplying (x) the number of one one-thousandths of
a share of Preferred Stock covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.


                                       13

                  (i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights in substitution
for any adjustment in the number of one one-thousandths of a share of Preferred
Stock purchasable upon the exercise of a Right. Each of the Rights outstanding
after such adjustment of the number of Rights shall be exercisable for the
number of one one-thousandths of a share of Preferred Stock for which a Right
was exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record date may
be the date on which the Purchase Price is adjusted or any day thereafter, but,
if the Right Certificates have been distributed, shall be at least 10 days later
than the date of the public announcement. If Right Certificates have been
distributed, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Right Certificates on such record date Right
Certificates evidencing, subject to Section 14 hereof, the additional Rights to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates to be so distributed
shall be issued, executed and countersigned in the manner provided for herein
and shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public announcement.

                  (j) Irrespective of any adjustment or change in the Purchase
Price or the number of one one-thousandths of a share of Preferred Stock
issuable upon the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price and the number of
one one-thousandths of a share of Preferred Stock which were expressed in the
initial Right Certificates issued hereunder.

                  (k) Before taking any action that would cause an adjustment
reducing the Purchase Price below one one-thousandth of the then par value of
the Preferred Stock issuable upon exercise of the Rights, the Company shall take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
non-assessable shares of Preferred Stock at such adjusted Purchase Price.

                  (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date of
the shares of Preferred Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the shares of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect prior
to such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's right
to receive such additional shares upon the occurrence of the event requiring
such adjustment.

                  (m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that it in its sole discretion shall determine
to be advisable in order that any (i) combination, consolidation or subdivision
of the Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred
Stock at less than the current market price, (iii)


                                       14

issuance wholly for cash of Preferred Stock or securities which by their terms
are convertible into or exchangeable for Preferred Stock, (iv) dividends on
Preferred Stock payable in Preferred Stock or (v) issuance of any rights,
options or warrants referred to hereinabove in Section 11(b), hereafter made by
the Company to holders of its Preferred Stock shall not be taxable to such
stockholders.

                  (n) Anything in this Rights Agreement to the contrary
notwithstanding, in the event that the Company shall at any time after the date
of this Rights Agreement and prior to the Distribution Date (i) declare or pay a
dividend on the outstanding Common Shares, (ii) subdivide the outstanding Common
Shares, (iii) combine or consolidate the outstanding Common Shares into a
smaller number of shares, or (iv) issue any shares of its capital stock in a
reclassification of the outstanding Common Shares, then in any such case (x) the
number of Rights associated with each Common Share then outstanding, or issued
or delivered thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter associated with
each Common Share following any such event shall equal the result obtained by
multiplying the number of Rights associated with each Common Share immediately
prior to such event by a fraction the numerator of which shall be the Voting
Power of the total number of Common Shares outstanding immediately prior to the
occurrence of the event and the denominator of which shall be the Voting Power
of the total number of Common Shares outstanding immediately following the
occurrence of such event, and (y) each Common Share outstanding immediately
following the occurrence of such event, without further action by the Company or
any other Person, shall evidence that number of Rights which each Common Share
outstanding immediately prior to such event had evidenced. The adjustments
provided for in this Section 11(n) shall be made successively whenever such a
dividend is declared or paid or such a subdivision, consolidation or
reclassification is effected.

                  (o) Notwithstanding any other provision of this Rights
Agreement, no adjustment to the Purchase Price, the number of shares (or
fractions of a share) of Preferred Stock, Common Shares or other securities for
which a Right is exercisable or the number of Rights outstanding or any similar
adjustment shall be made or be effective if such adjustment would have the
effect of reducing or limiting the benefits the holders of Rights would have had
absent such adjustment, including, without limitation, the benefits under
Section 11(a)(ii) and Section 13, unless the terms of this Rights Agreement are
amended so as to preserve such benefits.

                  (p) The exercise of Rights under Section 11(a)(ii) shall only
result in the loss of rights under Section 11(a)(ii) to the extent so exercised
and shall not otherwise affect the rights represented by the Rights under this
Rights Agreement, including, without limitation, the rights represented by
Section 13.

            Section 12. Certificate of Adjustment. Whenever an adjustment is
made as provided in Sections 11 and 13 hereof, the Company shall promptly (a)
prepare a certificate setting forth such adjustment, and a brief statement of
the facts accounting for such adjustment, (b) file with the Rights Agent and
with each transfer agent for the Preferred Stock a copy of such certificate and
(c) if such adjustment occurs following a Distribution Date, mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25 hereof. The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment therein contained and shall not be deemed to
have knowledge of such adjustment unless and until it shall have received such
certificate.

            Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. In the event that, at any time after the Distribution Date,
directly or indirectly, (a) the Company shall consolidate with, or merge with
and into, any other Person, (b) any Person shall consolidate with the Company,
or merge with and into the Company and the Company shall be the continuing or
surviving corporation of such merger and, in connection with such merger, all or
part of the Common Shares shall


                                       15

be changed into or exchanged for stock or other securities of any other Person
(or the Company) or cash or any other property, (c) the Company shall, directly
or indirectly, effect a share exchange in which all or part of the Common Shares
shall be exchanged (including, without limitation, any conversion into or
exchange for securities of any other Person, cash or any other property), (d)
the Company shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one or more transactions, assets or
earning power aggregating 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person other than
the Company or one or more of its wholly-owned Subsidiaries, then, and in each
such case, proper provision shall be made so that (i) each holder of a Right
(except as otherwise provided herein) shall thereafter have the right to
receive, upon the exercise thereof at a price equal to the then current Purchase
Price in accordance with the terms of this Rights Agreement and in lieu of such
number of shares of Preferred Stock for which a Right is then exercisable, such
number of Common Shares of such other Person (including the Company as successor
thereto or as the surviving corporation) as shall equal the result obtained by
(A) multiplying the then current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by (B) 50% of the then current market
price per share of the Class B Shares of such other Person (determined pursuant
to Section 11(d) hereof) on the date of consummation of such consolidation,
merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter
be liable for, and shall assume, by virtue of such consolidation, merger, sale
or transfer, all the obligations and duties of the Company pursuant to this
Rights Agreement; (iii) the term "Company" shall thereafter be deemed to refer
to such issuer; and (iv) such issuer shall take such steps (including, but not
limited to, the reservation of a sufficient number of its Common Shares in
accordance with Section 9 hereof) in connection with such consummation as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to the Common Shares thereafter
deliverable upon the exercise of the Rights. The Company covenants and agrees
that it shall not consummate any such consolidation, sale or transfer unless
prior thereto the Company and such issuer shall have executed and delivered to
the Rights Agent a supplemental agreement so providing. The Company shall not
enter into any transaction of the kind referred to in this Section 13 if at the
time of such transaction there are any rights, warrants, instruments or
securities outstanding or any agreements or arrangements which, as a result of
the consummation of such transaction, would eliminate or substantially diminish
the benefits intended to be afforded by the Rights. The provisions of this
Section 13 shall similarly apply to successive mergers or consolidations or
sales or other transfers.

            Section 14. Fractional Rights and Fractional Shares.

                  (a) The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence fractional Rights. In
lieu of such fractional Rights, there shall be paid to the registered holders of
the Right Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right. For the purposes of this Section 14(a),
the current market value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable. The closing price for any
day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Rights are not listed or admitted to trading on the
New York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Rights are listed or admitted to trading or, if
the Rights are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by NASDAQ
or such other system then in use or, if on any such date the Rights are not
quoted by any such organization,


                                       16

the average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of Directors.
If on any such date no such market maker is making a market in the Rights, the
fair value of the Rights on such date as determined in good faith by the Board
of Directors shall be used and shall be binding on the Rights Agent.

                  (b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples of
one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or
to distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock). In lieu of fractional shares of Preferred Stock that
are not integral multiples of one one-thousandth of a share of Preferred Stock,
the Company shall pay to each registered holder of Right Certificates at the
time such Rights are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one one-thousandth of a share of
Preferred Stock. For the purposes of this Section 14(b), the current market
value of one one-thousandth of a share of Preferred Stock shall be one
one-thousandth of the closing price of a share of Preferred Stock (as determined
pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the
date of such exercise.

                  (c) The holder of a Right by the acceptance of the Right
expressly waives any right to receive fractional Rights or fractional shares
upon exercise of a Right.

            Section 15. Rights of Action. All rights of action in respect of
this Rights Agreement, excepting the rights of action given to the Rights Agent
under Section 18 hereof, are vested in the respective registered holders of the
Right Certificates (and, prior to the Distribution Date, the registered holders
of the Common Shares); and any registered holder of any Right Certificate (or,
prior to the Distribution Date, of the Common Shares) may, without the consent
of the Rights Agent or of the holder of any other Right Certificate (or, prior
to the Distribution Date, of the Common Shares), on his own behalf and for his
own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights evidenced by such Right Certificate in the manner
provided in such Right Certificate and in this Rights Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Rights Agreement and will be entitled to
specific performance of the obligations under, and injunctive relief against
actual or threatened violations of the obligations of any Person subject to,
this Rights Agreement. Holders of Rights shall be entitled to recover the
reasonable costs and expenses, including attorneys' fees, incurred by them in
any action to enforce the provisions of this Rights Agreement in which they
successfully prosecute their claims.

            Section 16. Agreement of Right Holders. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

                  (a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common Shares;

                  (b) after the Distribution Date, the Right Certificates are
transferable only on the registry books maintained by the Rights Agent if
surrendered at the designated office of the Rights Agent, duly endorsed or
accompanied by a proper instrument of transfer with a completed form of
certification;

                  (c) the Company and the Rights Agent may deem and treat the
person in whose name the Right Certificate (or, prior to the Distribution Date,
the associated Common Shares


                                       17

certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Right Certificates or the associated Common Shares certificate made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent shall be affected by any notice to the
contrary; and

                  (d) notwithstanding anything in this Rights Agreement to the
contrary, neither the Company nor the Rights Agent shall have any liability to
any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Rights Agreement by reason of any preliminary
or permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency
or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, that the Company must use its
best efforts to have any such order, decree or ruling lifted or otherwise
overturned as soon as possible.

            Section 17. Right Certificate Holder Not Deemed a Stockholder. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Stock or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

            Section 18. Concerning the Rights Agent. The Company agrees to pay
to the Rights Agent such compensation as shall be agreed to in writing between
the Company and the Rights Agent for all services rendered by it hereunder and
its reasonable expenses incurred in the administration and execution of this
Rights Agreement and the exercise and performance of its duties hereunder. The
Company also agrees to indemnify the Rights Agent for, and to hold it harmless
against, any loss, liability, or expense, incurred without gross negligence or
willful misconduct on the part of the Rights Agent, for anything done or omitted
by the Rights Agent in connection with the acceptance and administration of this
Rights Agreement, including the costs and expenses (including reasonable
attorneys' fees and expenses) of defending against any claim of liability
arising therefrom. The indemnity provided for in this Section 18 shall survive
the expiration of the Rights and the termination of this Rights Agreement.

            The Rights Agent shall be protected and shall incur no liability
for, or in respect of any action taken, suffered or omitted by it in connection
with, its administration of this Rights Agreement in reliance upon any Right
Certificate or certificate for Common Shares or for other securities of the
Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or other
paper or document believed by it to be genuine and to be signed and executed by
the proper Person or Persons, and verified or acknowledged, where necessary.

            Section 19. Merger or Consolidation or Change of Name of Rights
Agent. Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Rights Agent or any successor
Rights Agent shall be a party, or any corporation succeeding to all or
substantially all of the stock transfer or corporate trust business of the
Rights Agent or any successor Rights Agent, shall be the successor to the Rights
Agent under this Rights Agreement without the execution or filing of


                                       18

any paper or any further act on the part of any of the parties hereto, provided
that such corporation would be eligible for appointment as a successor Rights
Agent under the provisions of Section 21 hereof. In case at the time such
successor Rights Agent shall succeed to the agency created by this Rights
Agreement any of the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Right Certificates so countersigned;
and in case at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent or in the name
of the successor Rights Agent; and in all such cases such Right Certificates
shall have the full force provided in the Right Certificates and in this Rights
Agreement.

            In case at any time the name of the Rights Agent shall be changed
and at such time any of the Right Certificates shall have been countersigned but
not delivered, the Rights Agent may adopt the countersignature under its prior
name and deliver Right Certificates so countersigned; and in case at that time
any of the Right Certificates shall not have been countersigned, the Rights
Agent may countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right Certificates shall have the full
force provided in the Right Certificates and in this Rights Agreement.

            Section 20. Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations expressly imposed by this Rights Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Right Certificates, by their acceptance thereof, shall be bound, and no implied
duties or obligations shall be read into this Rights Agreement against the
Rights Agent:

                  (a) The Rights Agent may consult with legal counsel of its
selection (who may be legal counsel for the Company), and the opinion of such
counsel shall be full and complete authorization and protection to the Rights
Agent as to any action taken or omitted by it in good faith and in accordance
with such opinion.

                  (b) Whenever in the performance of its duties under this
Rights Agreement the Rights Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by any one of the
Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer,
the President, the Chief Financial Officer, any Vice President or the Secretary
of the Company and delivered to the Rights Agent; and such certificate shall be
full authorization to the Rights Agent for any action taken or suffered in good
faith by it under the provisions of this Rights Agreement in reliance upon such
certificate.

                  (c) The Rights Agent shall be liable hereunder to the Company
and any other Person only for its own gross negligence or willful misconduct;
provided, however, that in no event shall the Rights Agent be liable for
indirect, consequential, punitive or special damages.

                  (d) The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Rights Agreement or
in the Right Certificates (except its countersignatures thereof) or be required
to verify the same, but all such statements and recitals are and shall be deemed
to have been made by the Company only.

                  (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Rights Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Rights Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or


                                       19

condition contained in this Rights Agreement or in any Rights Certificate; nor
shall it be responsible for any change in the exercisability of the Rights
(including the Rights becoming null and void pursuant to Section 11(a)(ii)
hereof) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) or the ascertaining of the existence of facts that
would require any such change or adjustment (except with respect to the exercise
of Rights evidenced by Rights Certificates after actual notice that such change
or adjustment is required); nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
Preferred Stock to be issued pursuant to this Rights Agreement or any Rights
Certificate or as to whether any Preferred Stock will, when issued, be validly
authorized and issued, fully paid and nonassessable; nor shall the Rights Agent
be responsible for the legality of the terms hereof in its capacity as an
administrative agent.

                  (f) The Company agrees that it will inform the Rights Agent
promptly upon its determination that a Person has become an Acquiring Person and
the Rights Agent will not be responsible for determining the status of a Person
as an Acquiring Person prior to such notification, except as such status may be
indicated in the Assignment or Election to Purchase of a Rights Certificate. The
Company also agrees that it will perform, execute, acknowledge and deliver or
cause to be performed, executed, acknowledged and delivered all such further and
other acts, instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights Agent of the
provisions of this Rights Agreement.

                  (g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
any one of the Chairman, the Chief Executive Officer, the Chief Operating
Officer, the President, the Chief Financial Officer, any Vice President or the
Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable for any
action taken or suffered by it in good faith in accordance with instructions of
any such officer or for any delay in acting while waiting for those
instructions. Any application by the Rights Agent for written instructions from
the Company may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken or omitted by the Rights Agent with respect to its
duties or obligations under this Rights Agreement and the date on and/or after
which such action shall be taken or omitted and the Rights Agent shall not be
liable for any action taken or omitted in accordance with a proposal included in
any such application on or after the date specified therein (which date shall
not be less than three business days after the date any such officer actually
receives such application, unless any such officer shall have consented in
writing to an earlier date) unless, prior to taking or omitting any such action,
the Rights Agent has received written instructions in response to such
application specifying the action to be taken or omitted.

                  (h) The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Rights Agent
under this Rights Agreement. Nothing herein shall preclude the Rights Agent from
acting in any other capacity for the Company or for any other legal entity.

                  (i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided reasonable care was exercised in
the selection and continued employment thereof.

                  (j) No provision of this Rights Agreement shall require the
Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its


                                       20

duties hereunder or in the exercise of its rights if there shall be reasonable
grounds for believing that repayment of such funds or adequate indemnification
against such risk or liability is not reasonably assured to it.

                  (k) The Company agrees to give the Rights Agent prompt written
notice of any event or ownership known to the Company which would prohibit the
exercise or transfer of the Right Certificates.

            Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Rights Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Shares and Preferred Stock by registered or
certified mail. The Company may remove the Rights Agent or any successor Rights
Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common
Shares and Preferred Stock by registered or certified mail. If the Rights Agent
shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company shall fail
to make such appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the Rights Agent or the registered holder of
any Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be (i) a corporation organized and
doing business under the laws of the United States or of the State of New York
(or of any other state of the United States so long as such corporation is
authorized to do business as a banking institution in the State of New York, in
good standing, having an office in the State of New York, which is authorized
under such laws to exercise corporate trust or stock transfer powers and is
subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million dollars or (ii) a subsidiary of a corporation
described in clause (i) of this sentence. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares and Preferred Stock, and, if such
appointment occurs after the Distribution Date, mail a notice thereof in writing
to the registered holders of the Right Certificates, at the Company's expense.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

            Section 22. Issuance of New Right Certificates. Notwithstanding any
of the provisions of this Rights Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Rights Agreement.

            Section 23. Redemption.

                  (a) The Board of Directors may, at its option, at any time
prior to such time as any Person becomes an Acquiring Person, redeem all but not
less than all the then outstanding Rights


                                       21

at a redemption price of $.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price"). The redemption of the Rights by the Board of Directors may be made
effective at such time (or such later time as the Board of Directors may
establish for the effectiveness of the Redemption), on such basis and subject to
such conditions as the Board of Directors in its sole discretion may establish.

                  (b) Immediately upon the action of the Board of Directors
ordering the redemption of the Rights pursuant to paragraph (a) of this Section
23 (or at such later time as the Board of Directors may establish for the
effectiveness of the Redemption), and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price.
The Company shall promptly give public notice of any such redemption; provided,
however, that the failure to give, or any defect in, any such notice shall not
affect the validity of such redemption. Within 10 days after such action of the
Board of Directors ordering the redemption of the Rights pursuant to paragraph
(a), the Company shall mail a notice of redemption to the Rights Agent and all
the holders of the then outstanding Rights at their last addresses as they
appear upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the transfer agent for the Common Shares. Any
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. If the payment of the Redemption
Price is not included with such notice, each such notice shall state the method
by which the payment of the Redemption Price will be made. Neither the Company
nor any of its Affiliates or Associates may redeem, acquire or purchase for
value any Rights at any time in any manner other than that specifically set
forth in this Section 23 or in Section 24 hereof, or other than in connection
with the purchase of Common Shares prior to the Distribution Date.

            Section 24. Exchange.

                  (a) The Board of Directors may, at its option, at any time
after any Person becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have
become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares
of Preferred Stock or Common Shares at an exchange ratio of one one-thousandth
of a share of Preferred Stock or one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company or any entity
holding Common Shares for or pursuant to the terms of any such plan), together
with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of Common Shares representing a majority of the Voting Power then outstanding.

                  (b) Immediately upon the action of the Board of Directors
ordering the exchange of any Rights pursuant to subsection (a) of this Section
24 and without any further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of shares of Preferred Stock or Common
Shares equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Company promptly
shall mail a notice of any such exchange to the Rights Agent and all of the
holders of such Rights at their last addresses as they appear upon the registry
books of the Rights Agent. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or. not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
shares of Preferred Stock or


                                       22

Common Shares for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights
which have become void pursuant to the provisions of Section 11(a)(ii) hereof)
held by each holder of Rights.

                  (c) In any exchange pursuant to this Section 24, the Company,
at its option, may substitute preferred stock equivalents or Common Shares for
shares of Preferred Stock exchangeable for Rights, at the initial rate of one
preferred stock equivalent or one Common Share for each one one-thousandth of a
share of Preferred Stock, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof.

                  (d) In the event that there shall not be sufficient shares of
Preferred Stock, preferred stock equivalents or Common Shares authorized by the
Company's certificate of incorporation and not outstanding or subscribed for, or
reserved or otherwise committed for issuance for purposes other than upon
exercise of Rights, to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company shall take all such action as may
be necessary to authorize additional shares of Preferred Stock or preferred
stock equivalents or Common Shares for issuance upon exchange of the Rights.

                  (e) The Company shall not be required to issue fractions of
shares of Preferred Stock or Common Shares or to distribute certificates which
evidence fractional shares of Preferred Stock or Common Shares, other than as
provided in Section 14(b) of this Rights Agreement. In lieu of such fractional
shares of Preferred Stock or Common Shares, the Company shall pay to the
registered holders of the Right Certificates with regard to which such
fractional shares of Preferred Stock or Common Shares would otherwise be
issuable an amount in cash equal to the same fraction of the current market
value per share of a whole share of Preferred Stock or a whole Common Share, as
the case may be. For the purposes of this paragraph (e), the current per share
market value of a whole share of Preferred Stock or a whole Common Share shall
be the closing price of a share of Preferred Stock or a Common Share, as the
case may be, (as determined pursuant to Section 11(d) hereof) for the Trading
Day immediately prior to the date of exchange pursuant to this Section 24.

            Section 25. Notice of Certain Events.

                  (a) In case the Company shall after the Distribution Date
propose (i) to pay any dividend payable in stock of any class to the holders of
its Preferred Stock or to make any other distribution to the holders of its
Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to
the holders of its Preferred Stock rights or warrants to subscribe for or to
purchase any additional shares of Preferred Stock or shares of stock of any
class or any other securities, rights or options, (iii) to effect any
reclassification of its Preferred Stock (other than a reclassification involving
only the subdivision of outstanding shares of Preferred Stock), (iv) to effect
any consolidation or merger into or with, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or
other transfer), in one or more transactions, of 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to, any
other Person, (v) to effect the liquidation, dissolution or winding up of the
Company, or (vi) to declare or pay any dividend on the Preferred Stock payable
in shares of Preferred Stock or to effect a subdivision, combination or
consolidation of the Preferred Stock (by reclassification or otherwise than by
payment of dividends in shares of Preferred Stock), then, in each such case, the
Company shall give to the Rights Agent and each holder of a Right Certificate,
in accordance with Section 26 hereof, a notice of such proposed action, which
shall specify the record date for the purposes of such stock dividend, or
distribution of rights or warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, or winding up
is to take place and the date of participation therein by the holders of the
Preferred Stock, if any such date is


                                       23

to be fixed, and such notice shall be so given in the case of any action covered
by clause (i) or (ii) above at least 10 days prior to the record date for
determining holders of the Preferred Stock for purposes of such action, and in
the case of any such other action, at least 10 days prior to the date of the
taking of such proposed action or the date of participation therein by the
holders of the Preferred Stock, whichever shall be the earlier.

                  (b) In case any event set forth in Section 11(a)(ii) hereof
shall occur, then the Company shall as soon as practicable thereafter give to
the Rights Agent and each holder of a Right Certificate, in accordance with
Section 26 hereof, a notice of the occurrence of such event, which notice shall
describe such event and the consequences of such event to holders of Rights
under Section 11(a)(ii) hereof.

            Section 26. Notices. Notices or demands authorized by this Rights
Agreement to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

            GSC Holdings Corp.
            (to be renamed GameStop Corp.)
            625 Westport Parkway
            Grapevine, Texas 76051
            Attn:  Director of Investor Relations

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Rights Agreement to be given or made by the Company or by the holder of
any Right Certificate to or on the Rights Agent shall be sufficiently given or
made if sent by first class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

            The Bank of New York
            Shareholder Relations
            Department 11E
            P.O. Box 11258
            Church Street Station
            New York, New York  10286

Notices or demands authorized by this Rights Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

            Section 27. Supplements and Amendments. The Company may, by the
Required Board Vote, from time to time, and the Rights Agent shall, if the
Company so directs, supplement or amend this Rights Agreement without the
approval of any holders of Right Certificates in order to cure any ambiguity, to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any change to or
delete any provision hereof or to adopt any other provisions with respect to the
Rights which the Company may deem necessary or desirable. Any such supplement or
amendment will be evidenced by a writing signed by the Company and the Rights
Agent; provided, however, that from and after such time as any Person becomes an
Acquiring Person, this Rights Agreement shall not be amended or supplemented in
any manner which would adversely affect the interests of the holders of Rights
(other than an Acquiring Person and its Affiliates and Associates). Prior to the
Distribution Date, the interests of the holders of Rights shall be


                                       24

deemed coincident with the interests of the holders of Common Shares. Upon the
delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment,
and such supplement or amendment shall be effective regardless of whether or
when executed by the Rights Agent. Notwithstanding any other provision hereof,
the Rights Agent's consent must be obtained regarding any supplement or
amendment pursuant to this Section 27 which alters the Rights Agent's rights or
duties.

            Section 28. Successors. All the covenants and provisions of this
Rights Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

            Section 29. Benefits of this Rights Agreement. Nothing in this
Rights Agreement shall be construed to give to any person or corporation other
than the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares) any legal
or equitable right, remedy or claim under this Rights Agreement; but this Rights
Agreement shall be for the sole and exclusive benefit of the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Shares).

            Section 30. Severability. If any term, provision, covenant or
restriction of this Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Rights
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

            Section 31. Governing Law. This Rights Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State, provided, however, that the
rights, protections and immunities of the Rights Agent shall be governed by and
construed in accordance with the laws of the State of New York. The parties
agree that all actions and proceedings arising out of this Rights Agreement or
any of the transactions contemplated hereby, shall be brought in the United
States District Court for the Southern District of New York or in a New York
State Court in the County of New York and that, in connection with any such
action or proceeding, they each submit to the jurisdiction of, and venue in,
such court. Each of the parties hereto also irrevocably waives all right to a
trial by jury in any action, proceeding or counterclaim arising out of this
Rights Agreement or the transactions contemplated hereby.

            Section 32. Counterparts. This Rights Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

            Section 33. Descriptive Headings. Descriptive headings of the
several Sections of this Rights Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

            Section 34. Administration. The Board of Directors shall have the
exclusive power and authority to (i) administer and interpret the provisions of
this Rights Agreement, (ii) exercise all rights and powers specifically granted
to the Board of Directors or the Company or as may be deemed necessary or
advisable in the administration of this Rights Agreement, and (iii) make all
determinations deemed necessary or advisable for the administration of this
Rights Agreement, including, without limitation, a determination to redeem or
not redeem the Rights or to amend this Rights Agreement and


                                       25

whether any proposed amendment adversely affects the interests of the holders of
Right Certificates. All such actions, calculations, determinations and
interpretations which are done or made by the Board of Directors in good faith
shall be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights and all other parties and shall not subject the Board of
Directors to any liability to the holders of the Rights or holders of Common
Shares.

                     [Remainder of Page Intentionally Blank]


                                       26

            IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement to be duly executed, all as of the day and year first above written.

                                    GSC HOLDINGS CORP. (to be renamed
                                    GameStop Corp.)


                                    By: /s/ David W. Carlson
                                        ----------------------------------------
                                        Name: David W. Carlson
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                    THE BANK OF NEW YORK, as Rights Agent


                                    By: /s/ Kerri J. Shenkin
                                        ----------------------------------------
                                        Name: Kerri J. Shenkin
                                        Title: Assistant Vice President



                                       27

                                                                       EXHIBIT A


                            FORM OF RIGHT CERTIFICATE


Certificate No. R-                                          _____________ Rights

          NOT EXERCISABLE AFTER OCTOBER 28, 2014 OR EARLIER IF
          REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO
          REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS
          SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
          CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
          PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH
          TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT
          HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

                           Right Certificate


            This certifies that_______________________, or registered assigns,
is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of June 27, 2005 (the "Rights Agreement"),
between GSC Holdings Corp., a Delaware corporation (to be renamed GameStop
Corp.) (the "Company"), and The Bank of New York (the "Rights Agent"), to
purchase from the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time,
on October 28, 2014, at the designated office of the Rights Agent, or at the
office of its successor as Rights Agent, one one-thousandth of a fully paid,
non-assessable share of Series A Junior Participating Preferred Stock, par value
$.001 per share (the "Preferred Stock"), of the Company, at a purchase price of
$100.00 per one one-thousandth of a share of Preferred Stock (the "Purchase
Price"), upon presentation and surrender of this Right Certificate with the
certification and the Form of Election to Purchase duly executed. The number of
Rights evidenced by this Right Certificate (and the number of one
one-thousandths of a share of Preferred Stock which may be purchased upon
exercise hereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of _____, ____, based on the Preferred Stock as
constituted at such date. As provided in the Rights Agreement, the Purchase
Price and the number of one one-thousandths of a share of Preferred Stock which
may be purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening of
certain events.


            From and after the occurrence of any of the events described in
Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right
Certificate are or were at any time on or after the earlier of (x) the Shares
Acquisition Date (as such term is defined in the Rights Agreement) and (y) the
Distribution Date (as such term is defined in the Rights Agreement) beneficially
owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person
(as such terms are defined in the Rights Agreement), such Rights shall become
null and void, and any holder of such Rights shall thereafter have no right to
exercise such Rights.

            This Right Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the principal executive offices of the
Company and the above-mentioned offices of the Rights Agent.


            This Right Certificate, with or without other Right Certificates,
upon surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
shares of Preferred Stock as the Rights evidenced by the Right Certificate or
Right Certificates surrendered shall have entitled such holder to purchase. If
this Right Certificate shall be exercised in part, the holder shall be entitled
to receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.

            Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a redemption
price of $.01 per Right or (ii) may be exchanged in whole or in part for
Preferred Stock.

            No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock), but in lieu
thereof a cash payment will be made, as provided in the Rights Agreement.

            No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the shares of
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.

            This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.


                                       2

            WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of ______, ____.

                                       GSC HOLDINGS CORP. (to be renamed
                                       GameStop Corp.)


Attest:

________________________________       By: ___________________________________
Name:                                       Name:
Title:                                      Title:


Countersigned:

THE BANK OF NEW YORK

Rights Agent

By:_____________________________
   Authorized Signatory

Date of Countersignature:


                                       3

                 Form of Reverse Side of Right Certificate



                               FORM OF ASSIGNMENT

              (To be executed by the registered holder if such holder desires to
             transfer the Right Certificate.)



            FOR VALUE RECEIVED _______________________________________ hereby
sells, assigns and transfers unto ______________________________________________
________________________________________________________________________________

               (Please print name and address of transferee)

this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint _________________________________
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.

Dated:_____________________, _____

                                    Signature


Signature Guaranteed:

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Rights Agent, which requirements include
membership or participation in STAMP or such other "signature guarantee program"
as may be determined by the Rights Agent in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

- --------------------------------------------------------------------------------

            The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement).

                                    Signature


                                       4

            Form of Reverse Side of Right Certificate--continued



                          FORM OF ELECTION TO PURCHASE

                    (To be executed if holder desires to
                      exercise the Right Certificate.)

To _____________________________:

            The undersigned hereby irrevocably elects to exercise ______________
Rights represented by this Right Certificate to purchase the shares of Preferred
Stock issuable upon the exercise of such Rights and requests that certificates
for such shares of Preferred Stock be issued in the name of:

Please insert social security
or other identifying number

                         (Please print name and address)



If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

                         (Please print name and address)



Dated: _____________, ____



                                    Signature


                                       5

            Form of Reverse Side of Right Certificate--continued

Signature Guaranteed:

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Rights Agent, which requirements include
membership or participation in STAMP or such other "signature guarantee program"
as may be determined by the Rights Agent in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

- --------------------------------------------------------------------------------

            The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement).

                                    Signature


- --------------------------------------------------------------------------------

                                     NOTICE

            The signature in the foregoing Forms of Assignment and Election must
conform to the name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change whatsoever.

            In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement) and such Assignment or Election to Purchase will not be honored.


                                       6

                                                                       EXHIBIT B


                                SUMMARY OF RIGHTS
                           TO PURCHASE PREFERRED STOCK


            On June 27, 2005, the Board of Directors of the Company (the "Board
of Directors") authorized and directed the issuance of one right (a "Right") for
each outstanding share of Class A Common Stock, par value $.001 per share, of
the Company ("Class A Shares"), and each outstanding share of Class B Common
Stock, par value $.001 per share, of the Company ("Class B Shares" and together
with the Class B Shares, the "Common Shares"), that shall become outstanding
between June 27, 2005 (the "Record Date") and the earliest of the Distribution
Date, the Redemption Date or the Final Expiration Date (each capitalized term as
hereinafter defined). Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of a series of preferred stock,
designated as Series A Junior Participating Preferred Stock, par value $.001 per
share (the "Preferred Stock") at a price of $100.00 per one one-thousandth of a
share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and The Bank of New York, as Rights Agent (the "Rights
Agent").

            Until the earlier to occur of (i) a public announcement that,
without the prior consent of the Board of Directors, a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the Voting Power of the outstanding Common Shares
(or an additional 5% or more of the Voting Power of the outstanding Common
Shares in the case of any Acquiring Person who beneficially owns 15% or more of
the Voting Power of the outstanding Common Shares as of the Record Date) or (ii)
10 business days (or such later date as may be determined by action of the Board
of Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the Voting Power of the
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate.

            The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

            The Rights are not exercisable until the Distribution Date. The
Rights will expire on October 28, 2014 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed by
the Company, in each case, as described below.

            The Purchase Price payable, and the number of one one-thousandth
shares of Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock of certain

rights or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Stock) or of subscription
rights or warrants (other than those referred to above).

            The number of outstanding Rights associated with each Common Share
and the voting and economic rights of each one one-thousandth of a share of
Preferred Stock issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

            In the event that any person becomes an Acquiring Person, each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
and its Affiliates and Associates (which will thereafter be null and void), will
thereafter have the right to receive upon exercise of the Right and payment of
then current Purchase Price that number of one one-thousandths of a share of
Preferred Stock having a market value of two times that Purchase Price.

            In the event that, after the Distribution Date, the Company is
acquired in a merger or other business combination transaction or 50% or more of
its consolidated assets or earning power are sold, proper provision will be made
so that each holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current Purchase Price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times that Purchase Price.

            If the Company does not have sufficient shares of Preferred Stock to
satisfy such obligation to issue Preferred Stock, or if the Board of Directors
so elects, the Company shall deliver upon payment of the Purchase Price of a
Right an amount of cash, Common Shares or other securities equivalent in value
to the shares of Preferred Stock issuable upon exercise of a Right; provided
that, if the Company fails to meet such obligation within 30 days following the
later of (x) the first occurrence of an event triggering the right to purchase
Common Shares and (y) the date on which the Company's right to redeem the Rights
expires, the Company must deliver, upon exercise of a Right but without
requiring payment of the Purchase Price then in effect, shares of Preferred
Stock (to the extent available) and cash equal in value to the difference
between the value of the shares of Preferred Stock otherwise issuable upon the
exercise of a Right and the Purchase Price then in effect. The Board of
Directors may extend the 30-day period described above for up to an additional
60 days to permit the taking of action that may be necessary to authorize
sufficient additional shares of Preferred Stock to permit the issuance of
Preferred Stock upon the exercise in full of the Rights.

            At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the Voting Power
of the outstanding Common Shares and prior to the acquisition by such person or
group of 50% or more of the Voting Power of the outstanding Common Shares, the
Board of Directors may exchange the Rights (other than Rights owned by such
person or group which have become void), in whole or in part, at an exchange
ratio of one one-thousandth of a share of Preferred Stock or one Common Share
per Right (subject to adjustment).

            With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock) and in lieu thereof, an adjustment in cash will be
made, based on the market price of the Preferred Stock on the last trading day
prior to the date of exercise.


                                       2

            At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
Voting Power of the outstanding Common Shares, the Board of Directors may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

            The Preferred Stock purchasable upon the exercise of the Rights will
be nonredeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will be entitled to a preferred dividend equal to the greater of
(a) $1.00 or (b) 1,000 times any dividend declared on the Common Shares. In the
event of liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to $1,000 per share of Preferred Stock, plus an amount
equal to accrued and unpaid dividends and distributions thereon. Each share of
Preferred Stock will have 10,000 votes, voting together with the Common Shares.
Notwithstanding the immediately preceding sentence, in the event that dividends
on the Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, holders of the Preferred Stock shall have the right, voting
as a class, to elect two of the Company's Directors. In the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
share of Preferred Stock will be entitled to receive 1,000 times the amount and
type of consideration received per Common Share. The rights of the Preferred
Stock as to dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions. Fractional
shares of Preferred Stock in integral multiples of one one-thousandth of a share
of Preferred Stock will be issuable. In lieu of fractional shares other than
fractions that are multiples of one one-thousandth of a share, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.

            The terms of the Rights may be amended by the Board of Directors
without the consent of the holders of the Rights, except that from and after
such time as any person becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights (other than the
Acquiring Person and its Affiliates and Associates).

            Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

            A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form S-4. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.


                                       3

                                                                     Exhibit 5.1


                         [Letterhead of Bryan Cave LLP]



July 8, 2005



GSC Holdings Corp.
c/o GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051

Re:   Registration Statement on Form S-4


Ladies and Gentlemen:

We have acted as counsel to GSC Holdings Corp., a Delaware corporation (the
"Company") and wholly-owned subsidiary of GameStop, Inc., a Minnesota
corporation ("GameStop, Inc."), in connection with the Registration Statement on
Form S-4 (the "Registration Statement"), filed by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
proposed issuance by the Company of up to 53,926,126 shares of Class A common
stock, par value $0.001 per share (the "Class A Shares"), and up to 29,901,662
shares of Class B common stock, par value $0.001 per share (the "Class B Shares"
and, together with the Class A Shares, the "Shares"), pursuant to the Agreement
and Plan of Merger, dated as of April 17, 2005 (the "Merger Agreement"), by and
among GameStop Corp., a Delaware corporation ("GameStop"), GameStop, Inc., the
Company, Cowboy Subsidiary LLC, a Delaware limited liability company and
wholly-owned subsidiary of the Company ("GameStop Merger Sub"), Eagle Subsidiary
LLC, a Delaware limited liability company and wholly-owned subsidiary of the
Company ("EB Merger Sub" and, together with GameStop Merger Sub, the "Merger
Subs") and Electronics Boutique Holdings Corp., a Delaware corporation ("EB"),
whereby (i) GameStop Merger Sub shall be merged with and into GameStop (the
"GameStop Merger") and (ii) EB Merger Sub shall be merged with and into EB (the
"EB Merger" and, together with the GameStop Merger, the "Mergers"), with
GameStop and EB surviving the Mergers as wholly-owned subsidiaries of the
Company.

In connection herewith, we have examined (i) the Merger Agreement; (ii) the
Amended and Restated Certificate of Incorporation of the Company; (iii) the
Amended and Restated By-Laws of the Company; and (iv) the form of stock
certificate representing the Class A Shares and the form of stock certificate
representing the Class B Shares ((i), (ii), (iii) and (iv) collectively, the
"Transaction Documents").

We have also examined originals or copies, certified or otherwise identified to
our satisfaction, of such other corporate records, agreements and instruments of
the Company,

certificates of public officials and officers of the Company, and such other
documents, records and instruments, and we have made such legal and factual
inquiries, as we have deemed necessary or appropriate as a basis for us to
render the opinions hereinafter expressed. In our examination of the Transaction
Documents and the foregoing, we have assumed the genuineness of all signatures,
the legal competence and capacity of natural persons, the authenticity of
documents submitted to us as originals and the conformity with authentic
original documents of all documents submitted to us as copies. When relevant
facts were not independently established, we have relied without independent
investigation as to matters of fact upon statements of governmental officials
and upon representations made in or pursuant to the Merger Agreement and
certificates and statements of appropriate representatives of the Company.

Based upon the foregoing and in reliance thereon, and subject to the
assumptions, comments, qualifications, limitations and exceptions set forth
herein, we are of the opinion that upon issuance of the Shares in accordance
with the Merger Agreement at the effective time of the Mergers, the Shares will
be validly issued, fully paid and non-assessable.

We do not express any opinion herein concerning any law other than the General
Corporation Law of the State of Delaware and the Federal laws of the United
States of America.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Joint Proxy Statement-Prospectus included in the Registration
Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.



                                      Very truly yours,


                                      /s/ Bryan Cave LLP

                                       2

                                                                     EXHIBIT 8.1

                        [FORM OF BRYAN CAVE TAX OPINION]

July __, 2005


GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051

Re:   Agreement and Plan of Merger Dated as of April 17, 2005 by and among
      GameStop Corp., GameStop, Inc., GSC Holdings Corp., Cowboy Subsidiary LLC,
      Eagle Subsidiary LLC and Electronics Boutique Holdings Corp.

Ladies and Gentlemen:

      We have acted as counsel to GameStop Corp., a Delaware corporation
("GameStop"), in connection with the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of April 17, 2005, by and among GameStop, GameStop, Inc.,
a Minnesota corporation, GSC Holdings Corp., a Delaware corporation and wholly
owned subsidiary of GameStop, Inc. ("Holdco"), Cowboy Subsidiary LLC, a Delaware
limited liability company and wholly-owned subsidiary of Holdco, Eagle
Subsidiary LLC, a Delaware limited liability company and wholly-owned subsidiary
of Holdco, and Electronics Boutique Holdings Corp., a Delaware Corporation
("Electronics Boutique"). The time at which the Mergers become effective is
hereafter referred to as the "Effective Time." For purposes of this opinion,
capitalized terms used and not otherwise defined herein shall have the meaning
ascribed thereto in the Merger Agreement. This opinion is being delivered in
connection with the Registration Statement on Form S-4 (Registration No.
333-125161) (the "Registration Statement") filed by Holdco with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.

      We have examined (i) the Merger Agreement, (ii) the Registration Statement
and (iii) the representation letters delivered to us for purposes of this
opinion by GameStop, Electronics Boutique, Holdco, and certain of their
shareholders (the "Representation Letters"). In addition, we have examined, and
relied as to matters of fact upon, originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements,
documents, and other instruments and made such other inquiries as we have deemed
necessary or appropriate to enable us to render the opinion set forth below. In
such examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as duplicates or certified or conformed copies, and the



July __, 2005
Page 2



authenticity of the originals of such latter documents. We have not, however,
undertaken any independent investigation of any factual matter set forth in any
of the foregoing.

      In rendering such opinion, we have assumed, with your permission, that (i)
the Mergers will be effected in accordance with the Merger Agreement, (ii) the
information set forth in the Registration Statement and the statements
concerning the Mergers set forth in the Merger Agreement are true, complete and
correct and will remain true, complete and correct at all times up to and
including the Effective Time, (iii) the representations made by the parties in
their respective Representation Letters are true, complete and correct and will
remain true, complete and correct at all times up to and including the Effective
Time, and (iv) any representations made in the Merger Agreement or the
Representation Letters "to the knowledge of", or based on the belief of the
respective parties, or any representations similarly qualified are true,
complete and correct and will remain true, complete and correct at all times up
to and including the Effective Time, in each case without such qualification. We
have also assumed that the parties have complied with and, if applicable, will
continue to comply with, the covenants contained in the Merger Agreement.

      Based upon the foregoing, and subject to the assumptions, qualifications
and limitations stated herein and the assumptions, qualifications and
limitations set forth in the Registration Statement, the discussion set forth in
the Registration Statement under the heading "THE MERGER -- Material United
States Federal Income Tax Consequences," to the extent that such discussion
relates to matters of United States federal income tax law, is accurate in all
material respects.

      We express our opinion herein only as to those matters specifically set
forth above and no opinion should be inferred as to the tax consequences of the
Mergers under any state, local or foreign law, or with respect to other areas of
United States federal taxation. We do not express any opinion herein concerning
any law other than the federal income tax law of the United States.

      This opinion has been prepared for GameStop in connection with the
Mergers. The use of this opinion is limited to GameStop and its stockholders. It
may not be relied upon in any manner or for any purpose by any other person or
entity without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement, and to the references
to our firm name therein. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations thereunder.

                                         Very truly yours,

                                                                     Exhibit 8.2

                    [TO BE PLACED ON KLEHR, HARRISON, HARVEY,
                       BRANZBURG & ELLERS LLP LETTERHEAD]

                              [Form of Tax Opinion]

                             [_______________, 2005]

Electronics Boutique Holdings Corp.
931 South Matlack Street
West Chester, PA  19382

      RE:   AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 17, 2005

Ladies and Gentlemen:

      We have acted as counsel to Electronics Boutique Holdings Corp., a
Delaware corporation (the "Company"), in connection with (i) the preparation and
execution of the Agreement and Plan of Merger (the "Merger Agreement"), entered
into as of April 17, 2005, by and among the Company, GameStop Corp., a Delaware
corporation ("Game Stop"), GameStop, Inc., a Minnesota corporation, GSC Holdings
Corp., a Delaware corporation and wholly owned subsidiary of GameStop, Inc.
("Holdco"), Cowboy Subsidiary LLC, a Delaware limited liability company and
wholly-owned subsidiary of Holdco, and Eagle Subsidiary LLC, a Delaware limited
liability company and wholly-owned subsidiary of Holdco and (ii) the preparation
and filing of the Proxy Statement/Prospectus (the "Proxy Statement/Prospectus")
included in the Registration Statement on form S-4 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Securities Act") and the
Securities Exchange Act of 1934, as amended. Unless otherwise indicated, each
capitalized term used herein has the meaning ascribed to it in the Merger
Agreement.

      In connection with this opinion, we have examined the Merger Agreement,
the Proxy Statement/Prospectus and such other documents and corporate records as
we have deemed necessary or appropriate in order to enable us to render the
opinion below. For purposes of this opinion, we have assumed (i) the validity
and accuracy of the documents and corporate records that we have examined, and
the facts and representations concerning the Mergers that have come to our
attention during our engagement, (ii) the validity and accuracy of the
representations and covenants made to us in the certificate of officers of the
Company, Gamestop and Holdco (the "Representation Letters"), (iii) that the
Mergers will be consummated in the manner described in the Merger Agreement and
the Proxy Statement/Prospectus, (iv) that the parties to the Merger Agreement
will complete all actions as represented in the Representation Letters or as
agreed to in the Merger Agreement that are to be completed after the Closing
Date, and (v) that there are no other agreements relating to the Mergers other
than the Merger Agreement and documents incorporated therein by reference.


Electronic Boutique Holdings Corp.
______, 2005
Page 2


      In our opinion, subject to the assumptions set forth herein and the
assumptions and qualifications set forth in the Proxy Statement/Prospectus, the
discussion set forth in the Proxy Statement/Prospectus under the heading "THE
MERGER - Material United States Federal Income Tax Consequences" to the extent
that such discussion relates to matters of United States federal income tax law,
is accurate in all material respects.

      Our opinion does not address U.S. federal income tax consequences which
may vary with, or are contingent upon, a stockholder's individual circumstances.
In addition, our opinion does not address any non-income tax or any foreign,
state or local tax consequences of the Mergers.

      This opinion is delivered in accordance with the requirements of Item
601(b)(8) of Regulation S-K under the Securities Act. In rendering our opinion,
we have considered the applicable provisions of the Code, Treasury Department
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the IRS and such other authorities as we have considered relevant. It
should be noted that statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time (possibly with
retroactive effect). A change in the authorities or the accuracy or completeness
of any of the information, documents, corporate records, covenants, statements,
representations or assumptions on which our opinion is based could affect our
conclusions. This opinion is expressed as of the date hereof, and we are under
no obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) in (i) applicable law or (ii)
any information, document, corporate record, covenant, statement, representation
or assumption stated herein which becomes untrue or incorrect.

      This opinion has been prepared for you in connection with the Mergers. The
use of this opinion is limited to the Company and its stockholders. It may not
be relied upon, assigned, quoted, or otherwise used in any manner or for any
purpose by any other person or entity without our prior written consent. In
accordance with the requirements of Item 601(b)(23) of Regulation S-K under the
Securities Act, we hereby consent to the discussion of this opinion in the Proxy
Statement/Prospectus and to the filing of this opinion as an exhibit to the
Proxy Statement/Prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.

                                      Very truly yours,



                                      KLEHR, HARRISON, HARVEY,
                                      BRANZBURG & ELLERS LLP


                                       2

                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

GameStop Corp
Grapevine, Texas

We hereby consent to the use in the Joint Proxy Statement-Prospectus
constituting a part of this Registration Statement of our reports dated March
30, 2005, relating to the consolidated financial statements of GameStop Corp.,
management's assessment of internal control over financial reporting as of
January 29, 2005, and the effectiveness of internal control over financial
reporting as of January 29, 2005, which are contained in that Prospectus.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

                                                 /s/ BDO Seidman, LLP
                                                 ------------------------------
                                                 BDO SEIDMAN, LLP

Dallas, TX
July 8, 2005

                                                                    EXHIBIT 23.2


            Consent of Independent Registered Public Accounting Firm

The Board of Directors:
Electronics Boutique Holdings Corp.:

We consent to the use of our reports dated April 7, 2005, with respect to the
consolidated balance sheets of Electronics Boutique Holdings Corp. as of January
29, 2005 and January 31, 2004, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the years in the
three-year period ended January 29, 2005, and the related financial statement
schedule, management's assessment of the effectiveness of internal control over
financial reporting as of January 29, 2005, and the effectiveness of internal
control over financial reporting as of January 29, 2005, incorporated herein by
reference and to the reference to our firm under the heading "Experts" in the
Form S-4 registration statement.

Our report with respect to the consolidated financial statements refers to a
change in the method of accounting for consideration received from a vendor.

/s/ KPMG LLP


Philadelphia, Pennsylvania
July 7, 2005

                                                                   EXHIBIT 99.10

                            CONSENT OF PERSON NAMED
                         AS ABOUT TO BECOME A DIRECTOR

     Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, the undersigned, have agreed to serve as a member of the board of
directors of GSC Holdings Corp. and grant it consent to use my name in its
Registration Statement on Form S-4 (File No. 333-125161), and all amendments,
including post-effective amendments, to the Registration Statement (or any other
Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated July 1, 2005

                                       /s/ Stanley Steinberg
                                       ---------------------
                                           Stanley Steinberg

                                                                   Exhibit 99.11

                                 GAMESTOP CORP.
                 PROXY FOR 2005 ANNUAL MEETING OF STOCKHOLDERS
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The undersigned stockholder of GAMESTOP CORP., a Delaware corporation (the
"Company" or "GameStop"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement of the Company, each dated _____ __,
2005, and hereby appoints R. Richard Fontaine and Daniel A. DeMatteo, and each
of them, proxies and attorneys-in-fact, with full power to each of substitution,
on behalf and in the name of the undersigned, to represent the undersigned at
the 2005 Annual Meeting of Stockholders of the Company, to be held on
__________, ________ __, 2005, at __:__ p.m., Central Standard time, at the
____________________________________, and at any adjournment or adjournments or
postponement or postponements thereof, and to vote all shares of the Company's
Class A Common Stock and/or Class B Common Stock that the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
on the reverse side.

      THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF APRIL 17, 2005 (THE "MERGER AGREEMENT"), BY AND AMONG GAMESTOP,
GAMESTOP, INC., GSC HOLDINGS CORP. ("HOLDCO"), EAGLE SUBSIDIARY LLC, COWBOY
SUBSIDIARY LLC AND ELECTRONICS BOUTIQUE HOLDINGS CORP. ("EB"), INCLUDING THE
MERGERS OF SEPARATE SUBSIDIARIES OF HOLDCO WITH AND INTO GAMESTOP AND EB AND THE
OTHER TRANSACTIONS CONTEMPLATED THEREBY, FOR THE AMENDMENT TO GAMESTOP'S
CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE PAYMENT OF THE MERGER
CONSIDERATION TO GAMESTOP'S STOCKHOLDERS AS CONTEMPLATED BY THE MERGER
AGREEMENT, AND FOR THE AMENDMENT TO THE GAMESTOP AMENDED AND RESTATED 2001
INCENTIVE PLAN TO PROVIDE FOR THE ISSUANCE OF CLASS A COMMON STOCK OF HOLDCO
UNDER THE PLAN IN LIEU OF GAMESTOP CLASS A COMMON STOCK; AND FOR THE ADOPTION OF
THE HOLDCO 2005 INCENTIVE PLAN; AND FOR THE ELECTION OF THE GAMESTOP NOMINEES
FOR DIRECTOR NAMED IN THIS JOINT PROXY STATEMENT-PROSPECTUS; AND FOR THE
RATIFICATION OF BDO SEIDMAN, LLP AS GAMESTOP'S REGISTERED INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR GAMESTOP'S FISCAL YEAR ENDING JANUARY 28, 2006.

GAMESTOP CORP.
P.O. BOX 11183
NEW YORK, N.Y. 10203-0183

      A majority of such proxies or substitutes as shall be present and shall
act at the meeting or any adjournment or adjournments thereof (or if only one
shall be present and act, then that one) shall have and may exercise all of the
powers of said proxies hereunder.


(Continued and to be signed and dated on the other side.)







                                 GAMESTOP CORP.

                             YOUR VOTE IS IMPORTANT
                          VOTE BY INTERNET / TELEPHONE
                         24 HOURS A DAY, 7 DAYS A WEEK

INTERNET

HTTPS://WWW.PROXYVOTENOW.COM/GME

- -     Go to the website address listed above.

- -     HAVE YOUR PROXY CARD READY.

- -     Follow the simple instructions that appear on your computer screen.

                                       OR

TELEPHONE

1-866-407-4408

- -     Use any touch-tone telephone.

- -     HAVE YOUR PROXY CARD READY.

- -     Follow the simple recorded instructions.

                                       OR

MAIL

- -     Mark, sign and date your proxy card.

- -     Detach your proxy card.

- -     Return your proxy card in the postage-paid envelope provided.

Your telephone or internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned the proxy card. IF YOU
HAVE SUBMITTED YOUR PROXY BY TELEPHONE OR THE INTERNET THERE IS NO NEED FOR YOU
TO MAIL BACK YOUR PROXY.

1-866-407-4408
CALL TOLL-FREE TO VOTE

    * DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET *

SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

           [X]
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.

                                                     FOR     AGAINST     ABSTAIN
1.  Proposal to (i) adopt the Merger                 [ ]       [ ]         [ ]
    Agreement, including the transactions
    contemplated thereby, (ii) approve the
    amendment to GameStop's certificate of
    incorporation, and (iii) approve the
    amendment to the GameStop Amended and
    Restated 2001 Incentive Plan.

2.  Proposal to adopt the GSC Holdings Corp.         [ ]       [ ]         [ ]
    2005 Incentive Plan.



3.  ELECTION OF DIRECTORS:

FOR all nominees  [ ]  WITHHOLD AUTHORITY to vote  [ ]   *EXCEPTIONS   [ ]
listed below.          for all nominees listed
                       below.

Nominees: 01 Daniel A. DeMatteo, 02 Leonard Riggio and 03 Gerald R. Szczepanski

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)

*Exceptions________________________________________________________

                                                     FOR     AGAINST     ABSTAIN
4.  Proposal to ratify the appointment of            [ ]       [ ]         [ ]
    BDO Seidman, LLP as GameStop's
    registered independent public accounting
    firm for the fiscal year ending January
    28, 2006.

In their discretion, the proxies are authorized to vote upon such matters which
may properly come before the meeting or any adjournment or adjournments or
postponement or postponements thereof.

To change your address, please mark this box.        [ ]

To include any comments, please mark this box.       [ ]

- ---------------------------------
SCAN LINE
- ---------------------------------

(This Proxy should be dated, signed by the stockholder(s) exactly as his or her
name appears hereon, and returned promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so indicate. If shares are held by joint
tenants or as community property, both stockholders should sign.)


- -----------------------------------------------------
Date        Share Owner sign here


- -----------------------------------------------------
Co-Owner sign here

                                                                   Exhibit 99.12



                                   DETACH HERE

                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                    PROXY SOLICITED BY THE BOARD OF DIRECTORS
                 ANNUAL MEETING OF STOCKHOLDERS - ____ __, 2005

The undersigned stockholder of ELECTRONICS BOUTIQUE HOLDINGS CORP. ("Electronics
Boutique"), revoking all previous proxies, hereby constitutes and appoints James
A. Smith and Daniel J. Kaufman, and each of them acting individually, as the
agents and proxies of the undersigned, with full power of substitution in each,
for and in the name and stead of the undersigned, to attend the 2005 Annual
Meeting of Stockholders of Electronics Boutique to be held on ______, ____ __,
2005 at 11:00 A.M., local time, at Electronics Boutique's executive offices, 931
South Matlack Street, West Chester, Pennsylvania 19382, and to vote all shares
of common stock of Electronics Boutique which the undersigned would be entitled
to vote if personally present at the 2005 Annual Meeting, and at any adjournment
or postponement thereof; provided, that said proxies are authorized and directed
to vote as indicated with respect to the matters set forth on the reverse side
hereof:

This Proxy will be voted in the manner directed herein by the undersigned
stockholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE
MERGER, "FOR" THE ADOPTION OF THE GSC HOLDINGS CORP. 2005 INCENTIVE PLAN, "FOR"
ALL NOMINEES FOR DIRECTOR AND "FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG
LLP. This Proxy also delegates discretionary authority to vote with respect to
any other business that may properly come before the 2005 Annual Meeting or any
adjournment or postponement thereof.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ANNUAL REPORT, NOTICE OF THE
2005 ANNUAL MEETING AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH.
The undersigned also hereby ratifies all that the said agents and proxies may do
by virtue hereof and hereby confirms that this Proxy shall be valid and may be
voted whether or not the stockholder's name is signed as set forth below or a
seal is affixed or the description, authority or capacity of the person signing
is given or other defect of signature exists.


SEE REVERSE        CONTINUED AND TO BE SIGNED ON REVERSE SIDE        SEE REVERSE
SIDE                                                                        SIDE

ELECTRONICS BOUTIQUE HOLDINGS CORP.

C/O COMPUTERSHARE
P.O. BOX 8694
EDISON, NJ 08818-8694

                YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

                                VOTE-BY-INTERNET
LOG ON TO THE INTERNET AND GO TO HTTP://WWW.EPROXYVOTE.COM/ELBO
[COMPUTER LOGO]

                                       OR

VOTE-BY-TELEPHONE

CALL TOLL-FREE
1-877-PRX-VOTE (1-877-779-8683)
[TELEPHONE LOGO]

  IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.


            DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

                                                     FOR     AGAINST     ABSTAIN
1.    To consider and vote upon a proposal to        [ ]       [ ]         [ ]
      adopt the Agreement and Plan of Merger,
      dated as of April 17, 2005, by and among
      GameStop Corp., GameStop, Inc., GSC
      Holdings Corp., Eagle Subsidiary LLC,
      Cowboy Subsidiary LLC and Electronics
      Boutique Holdings Corp., including the
      transactions contemplated thereby,
      including the EB merger (as defined
      therein), pursuant to which, among other
      things, separate subsidiaries of Holdco
      will be merged with and into Electronics
      Boutique Holdings Corp. and GameStop Corp.;


                                                     FOR     AGAINST     ABSTAIN
2.    To consider and vote upon the adoption of      [ ]       [ ]         [ ]
      the GSC Holdings Corp. 2005 Incentive
      Plan;



3.    Election of seven (7) directors to serve on the Board of Directors, each
      to hold office, subject to the provisions of Electronics Boutique's
      Bylaws, for a term of one year and until their respective successors shall
      have been duly elected and qualified;

      NOMINEES: (01)

                  FOR                                    WITHHELD
                  ALL      [ ]                   [ ]     FROM ALL
                NOMINEES                                 NOMINEES


[ ]_____________________________________________
FOR, except vote withheld from the above nominee.

                                                     FOR     AGAINST     ABSTAIN
4.    To consider and vote upon a proposal to        [ ]       [ ]         [ ]
      ratify the appointment of KPMG LLP,
      registered independent public accountants,
      as auditors for Electronics Boutique for
      the fiscal year ending January 28, 2006; and


5.    To transact such other business as may properly come before the 2005
      Annual Meeting.

      PLEASE CHECK HERE IF YOU PLAN TO ATTEND
         THE 2005 ANNUAL MEETING IN PERSON                                 [ ]

NOTE: PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE.

Please sign this Proxy exactly as name(s) appear in the address at left. When
signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title as such. Corporations please sign with full corporate name
by a duly authorized officer and affix the corporate seal. If shares are held by
joint tenants or as community property, both stockholders should sign.

Signature:________________________________           Date:_______________

Signature:________________________________           Date:_______________

                         [On Bryan Cave LLP Letterhead]




VIA EDGAR
- ---------

Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
                                                                    July 8, 2005
Attention:        Mr. H. Christopher Owings

         Re:      GSC Holdings Corp.
                  Registration Statement on Form S-4
                  Filed May 23, 2005
                  File No. 333-125161


Dear Mr. Owings:

         On behalf of GSC Holdings Corp. (the "Company") and GameStop Corp.
("GameStop"), we are writing in response to the comments of the Staff of the
Division of Corporation Finance (the "Staff") of the Securities and Exchange
Commission (the "Commission") that were contained in your letter dated June 22,
2005 (the "Comment Letter") in connection with the Company's Registration
Statement on Form S-4 (Registration No. 333-125161) filed on May 23, 2005 (the
"Registration Statement").

         Set forth below are responses to the Comment Letter which are
numerically keyed to the Staff's comments. Unless otherwise indicated, (i) page
references in the headers are from the Comment Letter and refer to the
Registration Statement, (ii) other page references are to Amendment No. 1 to the
Registration Statement dated the date hereof ("Amendment No. 1") and (iii)
defined terms used herein but not defined herein are used as defined in
Amendment No. 1.

Form S-4
- --------

Unaudited Pro Forma Condensed Consolidated Financial Data
- ---------------------------------------------------------

Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 135
- ------------------------------------------------------------------

     1.  The Company has updated the pro forma financial statements in Amendment
         No. 1 to include financial information for the fiscal quarter ended
         April 30, 2005.

     2.  The Company believes that the valuation of the acquired inventory will
         not differ materially from the amounts carried on EB's balance sheet
         because the Company




H. Christopher Owings
Securities and Exchange Commission
July 8, 2005
Page 2


         believes EB pays substantially the same prices for product (both new
         and used) as the Company does. Any necessary adjustments will be made
         upon completion of an itemized analysis of the acquired inventory.

     3.  The adjustment to intangible assets consists of a preliminary
         allocation of costs to goodwill. A preliminary valuation assigned a
         value to the non-compete agreement with Mr. Kim and identified and
         valued other specific intangible assets. These values are reflected on
         page 134 of Amendment No. 1.

     4.  While the Company has not determined whether it plans to close certain
         stores, it does not expect that the costs associated with the closing
         of any stores within the twelve-month period following the mergers will
         be material.

Unaudited Pro Forma Condensed Consolidated Statement of Operations, page 137
- ----------------------------------------------------------------------------

     5.  On page 134 of Amendment No. 1, the Company has revised its pro forma
         presentation to reflect the amounts paid to the senior officers of EB
         under the Merger Bonus Plan and existing employment agreements. For a
         description of the amounts being paid under the Merger Bonus Plan and
         the terms and conditions under which payments under the Merger Bonus
         Plan will be paid to the senior officers of EB, please see EB's Current
         Report on Form 8-K filed with the Commission on June 9, 2005. Senior
         executives of GameStop are not expected to receive any additional
         compensation in connection with this transaction. There are no other
         new employment agreements that have been executed as a result of or in
         connection with the mergers.

     6.  Neither the Company nor GameStop paid any consideration in connection
         with the voting agreement that was entered into with the Kim Group.

     7.  On page 139 of Amendment No. 1, the Company has disclosed the basis for
         the assumptions used to calculate the amount of interest the Company
         expects to incur on new long-term debt. The Company based its
         assumption on the mid-point of the current estimated 7% to 9% range of
         Holdco's proposed high yield senior bonds.

     8.  In connection with the mergers there are no contingent payments to be
         made.

     Management of the Company understands that they are responsible for the
adequacy and accuracy of disclosures in their filings. Management of the Company
also understands that any comments by the Staff or any changes in the Company's
disclosures in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filings and that the Company may not
assert this action as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.


                                       2


H. Christopher Owings
Securities and Exchange Commission
July 8, 2005
Page 3


     If you have any questions or comments regarding the foregoing, please do
not hesitate to contact Jay M. Dorman of Bryan Cave LLP at 212-541-2018.

                                                 Very truly yours,

                                                 /s/ Jay M. Dorman
                                                 Jay Dorman, on behalf of Bryan
                                                 Cave LLP
cc:    R. Richard Fontaine
       David W. Carlson
       GameStop Corp.

       Jeffrey W. Griffiths
       James A. Smith
       Electronics Boutique Holdings Corp.

       Michael N. Rosen, Esq.
       Gary W. Wolff, Esq.
       Jill L. Grappell, Esq.
       Bryan Cave LLP

       Leonard M. Klehr, Esq.
       William W. Matthews, III, Esq.
       Michael Rittinger, Esq.
       Klehr, Harrison, Harvey, Branzburg & Ellers LLP




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