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

Aggregate

Registration

Securities to be Registered

to be Registered(1)

Price per Share(2)

Offering Price(2)

Fee(3)

Class A common stock, par value $0.001 per share(4)

53,926,126

Not Applicable

$2,054,845,745

$241,856

Class B common stock, par value $0.001 per share(4)

29,901,662

(1)	The number of 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 sum of (i) the product obtained by multiplying (x) 34,396,656 shares of Class A common stock, par value $0.001 per share, of GameStop Corp. (“GameStop Class A common stock”) estimated to be outstanding immediately prior to the GameStop merger (including 12,964,858 shares issuable pursuant to options estimated to be outstanding on that date) by (y) the exchange ratio of 1.0, plus (ii) the product obtained by multiplying (a) 24,785,164 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 number of shares of Class B common stock, par value $0.001 per share, of the registrant (“Holdco Class B common stock”) being registered is based upon the sum of the product obtained by multiplying (x) 29,901,662 shares of Class B common stock, par value $0.001 per share, of GameStop Corp. (“GameStop Class B common stock”) estimated to be outstanding immediately prior to the GameStop merger by (y) the exchange ratio of 1.0.
(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 (i) the product obtained by multiplying (x) $25.61 (the average of the high and low prices of GameStop Class A common stock on May 16, 2005), by (y) 34,396,656 shares of GameStop Class A common stock (estimated number of shares of GameStop Class A common stock to be cancelled in the GameStop merger), plus (ii) the product obtained by multiplying (x) $24.39 (the average of the high and low prices of GameStop Class B common stock on May 16, 2005), by (y) 29,901,662 shares of GameStop Class B common stock (estimated number of shares of GameStop Class B common stock to be cancelled in the GameStop merger), plus (iii) the product obtained by multiplying (a) $56.09 (the average of the high and low prices of EB common stock on May 16, 2005), by (b) 24,785,164 shares of EB common stock (estimated number of shares of EB common stock to be cancelled in the EB merger), minus (iii) $945,554,000 (the estimated amount of 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.
(4)	Each holder of GameStop Class A common stock is entitled to one vote for each share of GameStop Class A common stock, and each holder of GameStop Class B common stock is entitled to ten votes for each share of GameStop Class B common stock, held on all matters properly submitted to the GameStop stockholders.

---

 

	•	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.

i

---

 

	•	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.

ii

---

 

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.                    and following the instructions; or
	•	by telephone by calling the toll-free number 800-491-3365 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions. GameStop stockholders calling from another country may call 212-440-9800 and follow the recorded instructions.

	•	through the Internet by visiting a website established for that purpose at http://www.                    and following the instructions; or
	•	by telephone by calling the toll-free number 800-267-4430 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions. EB stockholders calling from another country may call 212-440-9800 and follow the recorded instructions.

iii

---

 

	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.

iv

---

 

	•	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

v

---

 

	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,

vi

---

 

	•	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,
	James A. Smith
	Senior Vice President
	Chief Financial Officer and Secretary

vii

---

 

					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 96)				1
		Electronics Boutique Holdings Corp. (see page 116)				1
		GSC Holdings Corp. (see page 116)				1
		Structure of the Mergers (see page 36)				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 31)				2
		GameStop Common Stockholders to Receive Shares of Holdco Common Stock (see page 22)				3
		Stock Exchange Listing and Stock Prices (see page 76)				3
		Receipt of Shares of Holdco Common Stock in Mergers Generally Nontaxable to Stockholders (see page 70)				3
		Our Boards of Directors Unanimously Recommend that GameStop and EB Stockholders Vote to Adopt the Merger Agreement (see pages 21 and 30)				4
		Opinions of Financial Advisors (see pages 46 and 53)				4
		The Riggio Group Voting Agreement (see page 92)				5
		The Kim Group Voting Agreement (see page 92)				5
		Interests of Our Directors and Executive Officers in the Mergers (see page 67)				5
		The Registration Rights Agreement (see page 93)				5
		The Non-Competition Agreement (see page 94)				5
		Appraisal Rights (see page 77)				5
		Directors and Management Following the Mergers (see page 69)				6
		Conditions to Completion of the Mergers; Antitrust Clearance (beginning on page 82)				6
		Termination of the Merger Agreement; Fees Payable (see page 87)				7
		Amendment to GameStop’s Certificate of Incorporation (see page 94)				7
		GameStop Annual Meeting (see page 21)				8
		EB Annual Meeting (see page 30)				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				14
	COMPARATIVE PER SHARE DATA (Unaudited)					15
	RISK FACTORS					16
	INFORMATION REGARDING FORWARD-LOOKING STATEMENTS					20

viii

---

 

			Page
THE GAMESTOP ANNUAL MEETING				21
	Joint Proxy Statement-Prospectus			21
	Date, Time and Place of the GameStop Annual Meeting			21
	Purpose of the GameStop Annual Meeting			21
	Record Date for the GameStop Annual Meeting			21
	Recommendation of the Board of Directors of GameStop			21
	GAMESTOP PROPOSAL 1 — THE MERGERS			22
	Effect of the GameStop Merger; What You Will Receive in the GameStop Merger			22
	GAMESTOP PROPOSAL 2 — ADOPTION OF HOLDCO 2005 INCENTIVE PLAN			23
	Holdco 2005 Incentive Plan			23
	GAMESTOP PROPOSAL 3 — ELECTION OF GAMESTOP DIRECTORS			26
	GAMESTOP PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF GAMESTOP’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM			27
	Votes Required			27
	Adjournment or Postponement			28
	Proxies			28
	Voting Electronically or by Telephone			29
	Solicitation of Proxies			29
THE EB ANNUAL MEETING				30
	Joint Proxy Statement-Prospectus			30
	Date, Time and Place of the EB Annual Meeting			30
	Purpose of the EB Annual Meeting			30
	Record Date for the EB Annual Meeting			30
	Recommendation of the Board of Directors of EB			30
	EB PROPOSAL 1 — THE MERGERS			31
	Effect of the EB Merger; What You Will Receive in the EB Merger			31
	EB PROPOSAL 2 — ADOPTION OF HOLDCO 2005 INCENTIVE PLAN			32
	Holdco 2005 Incentive Plan			32
	EB PROPOSAL 3 — ELECTION OF EB DIRECTORS			32
	EB PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF EB’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM			33
	Votes Required			33
	Adjournment or Postponement			33
	Proxies			33
	Voting Electronically or by Telephone			34
	Solicitation of Proxies			35
THE MERGERS				36
	Background of the Mergers			36
	GameStop’s Reasons for the GameStop Merger; Recommendation of the GameStop Merger by the GameStop Board of Directors			39
	EB’s Reasons for the EB Merger; Recommendation of the EB Merger by the EB Board of Directors			42
	Opinion of GameStop’s Financial Advisor			46
	Opinions of EB’s Financial Advisors			53
	Interests of Directors and Executive Officers in the Mergers			67

ix

---

 

			Page
	Holdco Board of Directors and Management after the Mergers			69
	Material United States Federal Income Tax Consequences			70
	Accounting Treatment			74
	Regulatory Approvals			74
	Conversion of Shares; Exchange of Certificates; Dividends; Withholding			74
	Treatment of Stock Options			75
	Restrictions on Sales of Shares by Affiliates of GameStop and EB			76
	Stock Exchange Listing and Stock Prices			76
	Rights of Dissenting Stockholders			77
	Delisting and Deregistration of GameStop and EB Stock after the Mergers			80
	The Merger Agreement			80
	The Kim Group Voting Agreement			92
	The Riggio Group Voting Agreement			92
	The Registration Rights Agreement			93
	The Non-Competition Agreement			94
	Amendment to GameStop’s Certificate of Incorporation			94
	Amendment to GameStop Amended and Restated 2001 Incentive Plan			94
	Financing			95
INFORMATION ABOUT GAMESTOP				96
	Information about the Board of Directors and Executive Officers of GameStop			97
	GameStop Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			102
	GameStop Compensation Committee Interlocks and Insider Participation			103
	GameStop Executive Compensation			104
	GameStop Compensation Committee Report on Executive Compensation			107
	Performance Graph — GameStop Class A Common Stock			110
	Performance Graph — GameStop Class B Common Stock			111
	GameStop — Certain Relationships and Related Transactions			111
	GameStop Registered Independent Public Accounting Firm			114
	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				116
INFORMATION ABOUT EB				116
	Information about the Board of Directors and Executive Officers of EB			117
	EB Compensation Committee Report on Executive Compensation			123
	EB Compensation Committee Interlocks and Insider Participation			126
	EB Comparison of Total Stockholder Return			127
	EB Security Ownership of Certain Beneficial Owners and Management			128
	EB — Certain Relationships and Related Transactions			129
	EB Section 16(a) Beneficial Ownership Reporting Compliance			130
	EB Registered Independent Public Accounting Firm			130
	EB Audit Fees			130
	EB Audit Committee Report			131

x

---

 

			Page
GSC HOLDINGS CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA				132
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				136
GSC HOLDINGS CORP. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS				137
DESCRIPTION OF HOLDCO CAPITAL STOCK				138
	Common Stock			138
	Preferred Stock			138
	Rights Agreement			139
COMPARISON OF STOCKHOLDER RIGHTS				141
	Authorized Capital Stock			142
	Voting Power of Capital Stock			142
	Class Voting			142
	Directors			143
	Qualifications of Directors			144
	Vacancies on the Board of Directors			144
	Removal of Directors			145
	Amendments to the Certificate of Incorporation			145
	Amendments to Bylaws			146
	Action by Written Consent of Stockholders			147
	Notice of Stockholders Meeting			147
	Ability to Call Special Meetings of Stockholders			148
	Notice of Stockholder Action			148
	Limitation of Personal Liability of Directors and Officers			150
	Indemnification of Directors and Officers			151
	Preemptive Rights of Stockholders			153
	Dividends			153
	Inspection of Books and Records and Stockholder List			154
	Anti-Takeover Statute: Section 203			154
	Transactions Involving Officers or Directors			155
	Mergers, Acquisitions, Share Purchases and Certain Other Transactions			155
	Office of the Chairman			156
LEGAL MATTERS				157
EXPERTS				157
OTHER MATTERS WITH RESPECT TO GAMESTOP’S ANNUAL MEETING				157
OTHER MATTERS WITH RESPECT TO EB’S ANNUAL MEETING				158
	Annual Report On Form 10-K			158
	Other Matters			159
WHERE YOU CAN FIND MORE INFORMATION				159

xi

---

 

		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 — Form of Amended and Restated Certificate of Incorporation of Holdco			K-1
ANNEX L — Form of Amended and Restated Bylaws of Holdco			L-1
ANNEX M — Holdco 2005 Incentive Plan			M-1

xii

---

 

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.

xiii

---

 

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

xiv

---

 

		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

xv

---

 

1

---

 

2

---

 

										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
May 20, 2005		$	28.02			$	58.28			$	28.02			$	60.23

(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.

3

---

 

4

---

 

5

---

 

	•	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;

6

---

 

	•	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.

7

---

 

8

---

 

9

---

 

		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
		Ended				Ended				Ended				Ended				Ended
		January 29,				January 31,				February 1,				February 2,				February 3,
		2005				2004				2003				2002				2001
		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
Cost of sales			1,328,611				1,142,264				1,009,491				854,035				570,995
Gross profit			514,195				436,574				343,300				267,103				185,702
Selling, general and administrative expenses(1)(2)			378,029				302,703				233,075				202,041				157,242
Depreciation and amortization(1)(2)			37,019				29,487				23,154				19,850				13,623
Amortization of goodwill			—				—				—				11,125				9,223
Operating earnings			99,147				104,384				87,071				34,087				5,614
Interest expense (income), net			236				(804	)			(630	)			19,452				23,411
Earnings (loss) before income taxes			98,911				105,188				87,701				14,635				(17,797	)
Income tax expense (benefit)			37,985				41,721				35,297				7,675				(5,836	)
Net earnings (loss)		$	60,926			$	63,467			$	52,404			$	6,960			$	(11,961	)
Net earnings (loss) per share — basic		$	1.11			$	1.13			$	0.93			$	0.19			$	(0.33	)
Weighted average shares outstanding — basic			54,662				56,330				56,289				36,009				36,009
Net earnings (loss) per share — diluted		$	1.05			$	1.06			$	0.87			$	0.18			$	(0.33	)
Weighted average shares outstanding — diluted			57,796				59,764				60,419				39,397				36,009

10

---

 

		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
		Ended				Ended				Ended				Ended				Ended
		January 29,				January 31,				February 1,				February 2,				February 3,
		2005				2004				2003				2002				2001
		In thousands, except per share data and statistical data
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	)
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	)
Store Operating Data:
Stores open at the end of period			1,826				1,514				1,231				1,038				978
Comparable store sales increase (decrease)(4)			1.7	%			0.8	%			11.4	%			32.0	%			(6.7	%)
Inventory turnover			5.4				4.9				4.9				5.2				4.6
Balance Sheet Data:
Working capital (deficit)		$	110,093			$	188,378			$	174,482			$	31,107			$	(1,726	)
Total assets(1)(2)			914,983				902,189				806,237				608,674				511,504
Total debt			36,520				—				—				399,623				385,148
Total liabilities(1)(2)			371,972				308,156				257,562				612,659				532,114
Stockholders’ equity (deficit)			543,011				594,033				548,675				(3,985	)			(20,610	)

(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 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 and $1,747 as of February 3, 2001 and decreased selling, general and administrative expense and increased depreciation expense in GameStop’s statements of operations by $671, $540, $601, $678 and $649 in GameStop fiscal 2004, 2003, 2002, 2001 and 2000, 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

11

---

 

	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.

		Fiscal Year Ended
		January 29,				January 31,				February 1,				February 2,				February 3,
		2005				2004				2003				2002				2001
		(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
Management fees(1)			5,845				13,375				7,553				5,889				4,425
Total revenues			1,989,382				1,601,781				1,316,779				1,065,227				807,276
Cost of goods sold			1,450,205				1,174,429				971,204				826,599				626,939
Gross profit			539,177				427,352				345,575				238,628				180,337
Selling, general and administrative expense(2)			422,374				327,260				266,729				178,928				144,082
Restructuring and asset impairment (reversal) charge(3)			—				—				(2,611	)			12,638				—
Depreciation and amortization			37,473				29,211				23,361				20,286				16,239
Operating income			79,330				70,881				58,096				26,776				20,016
Other income			—				—				—				—				1,550
Interest income, net			2,350				1,751				1,677				1,884				3,096
Income before income tax expense and cumulative effect of change in accounting principle			81,680				72,632				59,773				28,660				24,662
Income tax expense			29,393				26,903				22,373				10,948				9,791
Income before cumulative effect of change in accounting principle			52,287				45,729				37,400				17,712				14,871
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

12

---

 

			Fiscal Year Ended
			January 29,				January 31,				February 1,				February 2,				February 3,
			2005				2004				2003				2002				2001
			(Amounts in thousands, except per share data and operating data)
Income per share before cumulative effect of change in accounting principle:
	Basic		$	2.16			$	1.82			$	1.44			$	0.74			$	0.67
	Diluted		$	2.13			$	1.80			$	1.42			$	0.73			$	0.66
Per share cumulative effect of change in accounting principle:
	Basic										$	(0.18	)
	Diluted										$	(0.18	)
Net income per share:
	Basic		$	2.16			$	1.82			$	1.26			$	0.74			$	0.67
	Diluted		$	2.13			$	1.80			$	1.24			$	0.73			$	0.66
Weighted average shares outstanding:
	Basic			24,159				25,114				25,833				23,868				22,254
	Diluted			24,547				25,415				26,247				24,230				22,466
Operating Data:(5) (unaudited)
Stores open at end of year				1,977				1,528				1,145				937				737
Comparable store sales increase (decrease)(6)				3.1	%			0.0	%			8.3	%			20.8	%			(4.5	)%

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

(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

13

---

 

	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.
(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.

				(Unaudited)s,
				except per
				share data)
For the fiscal year ended January 29, 2005
	Operating Results
		Revenues		$	3,826,343
		Net earnings			64,067
	Per Share Data
		Net earnings per common share — basic		$	0.86
		Net earnings per common share — diluted			0.83
	As of January 29, 2005
	Financial Position
		Merchandise inventories, net		$	507,974
		Total assets			2,657,403
		Note payable, current portion			12,173
		Notes payable, long-term portion			974,347
		Total debt			986,520

14

---

 

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

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

		Fiscal Year Ended
Unaudited Pro Forma Condensed Consolidated Comparative per Share Data		January 29, 2005
Net earnings per common share — basic		$	0.86
Net earnings per common share — diluted		$	0.83
Cash dividends per common share		$	—
Book value per common share		$	13.70

15

---

 

	•	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.

16

---

 

17

---

 

18

---

 

19

---

 

	•	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).

20

---

 

	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.

21

---

 

	•	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.

22

---

 

23

---

 

24

---

 

25

---

 

26

---

 

27

---

 

28

---

 

	•	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.                    and following the instructions; or
	•	by telephone by calling the toll-free number 800-491-3365 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions. GameStop stockholders calling from another country may call 212-440-9800 and follow the recorded instructions.

29

---

 

	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.

30

---

 

	•	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.

31

---

 

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

32

---

 

33

---

 

	•	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.                    and following the instructions; or

34

---

 

	•	by telephone by calling the toll-free number 800-267-4403 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions. EB stockholders calling from another country may call 212-440-9800 and follow the recorded instructions.

35

---

 

37

---

 

37

---

 

39

---

 

	•	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, which should increase the ability of Holdco to compete successfully in the highly competitive interactive entertainment industry on a global basis;
	•	the transaction will dramatically expand GameStop’s international operations, a targeted growth area for GameStop, from 25 stores in Ireland and Northern Ireland generating less than 2% of GameStop’s revenues to 545 stores in Australia, Canada, Denmark, Germany, Ireland, Italy, New Zealand, Northern Ireland, Norway and Sweden generating approximately 16% of Holdco’s revenues, and provide 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 with its customers and suppliers 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 by Holdco 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 GameStop fiscal 2006 and thereafter;

39

---

 

	•	the recent and historical information concerning GameStop’s and EB’s respective businesses, financial performance and stock trading prices;
	•	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;
	•	EB’s stockholders will 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 will 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 85, GameStop is

40

---

 

		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 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 87;
	•	the fact that the Kim Group, holders of approximately 46.7% of the 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

42

---

 

		not provide GameStop with a price-based termination right or other similar protection for GameStop or its stockholders;
	•	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 over 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 16;
	•	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 88, 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 87;
	•	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 16.

43

---

 

	•	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 EB stockholders as a group will 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;

44

---

 

	•	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;
	•	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 70;
	•	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 83, 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 87;
	•	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 53, 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 60, 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.

45

---

 

	•	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 will 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 87;
	•	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 16.

46

---

 

	•	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

47

---

 

		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.

48

---

 

	EB Analyses

	Selected Companies Analysis

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

49

---

 

	•	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.

49

---

 

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

50

---

 

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

52

---

 

	Pro Forma Accretion/ Dilution Analysis

	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

53

---

 

	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

54

---

 

		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;
	•	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.

55

---

 

		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	%

56

---

 

	•	Barnes & Noble, Inc.
	•	Best Buy Co., Inc.
	•	Borders Group, Inc.
	•	Circuit City Stores, Inc.
	•	Guitar Center, Inc.
	•	Petco Animal Supplies, Inc.
	•	RadioShack Corp.

	•	Blockbuster, Inc.
	•	Movie Gallery, Inc.

57

---

 

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)

58

---

 

	•	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

59

---

 

			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

60

---

 

	Peter J. Solomon Company, L.P.

61

---

 

	•	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.

61

---

 

	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

62

---

 

	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

63

---

 

	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

65

---

 

	Relative Contribution Analysis

	Historical Exchange Ratio Analysis

	Pro Forma Merger Analysis

	Miscellaneous

66

---

 

67

---

 

68

---

 

69

---

 

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

70

---

 

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

	•	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;

71

---

 

	•	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.

72

---

 

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

	•	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

73

---

 

		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.

74

---

 

75

---

 

76

---

 

	•	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.

	•	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.

77

---

 

			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 May 20, 2005)		$	29.09				24.62				26.10				23.30				58.46				55.54

78

---

 

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

79

---

 

80

---

 

	•	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.
	•	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.

81

---

 

82

---

 

	•	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 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.

83

---

 

	•	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.

	•	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

84

---

 

	•	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.

85

---

 

	•	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.

86

---

 

	•	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.

87

---

 

	•	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.

	•	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;

88

---

 

	•	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 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

89

---

 

		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.

90

---

 

	•	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.

91

---

 

	•	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;
	•	opinions of financial advisors; and
	•	no negotiations.

	•	employee benefits;
	•	material agreements;

92

---

 

	•	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.

93

---

 

94

---

 

94

---

 

95

---

 

	•	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.

97

---

 

						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

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

98

---

 

	Meetings and Committees of the GameStop Board

99

---

 

	Minimum Qualification

	Nominating Process

100

---

 

	Consideration of GameStop Stockholder-Nominated Directors

	Corporate Governance

	Code of Business Conduct and Ethics

	Code of Ethics for Senior Financial Officers

	Corporate Governance Guidelines

	Communications Between GameStop Stockholders and the GameStop Board of Directors

100

---

 

	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

102

---

 

			Shares Beneficially Owned
			Class A								Class B
			Common Stock(1)								Common Stock
Name			Shares				%				Shares				%
Wellington Management Company, LLP				2,907,800	(2)			13.6				—				—
	75 State Street Boston, MA 02109
FMR Corp.				2,475,107	(2)			11.5				—				—
	82 Devonshire Street Boston, MA 02109
Franklin Resources, Inc.				1,718,370	(2)			8.0				—				—
	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)			4.3				—				—
Daniel A. DeMatteo				961,500	(4)			4.3				—				—
Joseph DePinto				—				—				—				—
David W. Carlson				606,000	(4)			2.8				—				—
Ronald Freeman				25,000	(4)			*				—				—
Michael N. Rosen				10,000	(4)			*				4,248	(5)			*
Leonard Riggio				4,500,000	(4)			17.4				5,559,648	(6)			18.6
Stephanie Shern				16,000	(7)			*				—				—
Gerald R. Szczepanski				20,000	(8)			*				—				—
Edward A. Volkwein				16,000	(9)			*				—				—
All directors and executive officers as a group (10 persons)				7,116,100	(10)			24.9				5,563,896				18.6

103

---

 

	*	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 May 1, 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. Excluded from these shares are 302,712 shares of GameStop Class B common stock held in a rabbi trust established by Barnes & Nobles 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, 10,000 are issuable upon exercise of stock options.
(9)	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.

(10)	Of these shares, 7,104,000 are issuable upon exercise of stock options.

104

---

 

															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.

105

---

 

	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

106

---

 

	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				881,105				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

107

---

 

	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.

108

---

 

		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	%

109

---

 

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

110

---

 

			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

111

---

 

			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

112

---

 

	•	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;

113

---

 

	•	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

114

---

 

115

---

 

	•	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

116

---

 

117

---

 

	•	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

118

---

 

	Attendance at Meetings

	Committees of the EB Board of Directors

119

---

 

	Compensation of EB Board of Directors

	Communicating with the EB Board of Directors

120

---

 

	Executive Officers

120

---

 

	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

121

---

 

										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

122

---

 

	Overview of EB’s Executive Compensation Policies and Practices

124

---

 

	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.

125

---

 

	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

126

---

 

	Conclusion

	Respectfully submitted,
	Dean S. Adler
	Louis J. Siana

127

---

 

						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

128

---

 

			Shares Beneficially
			Owned(3)
Name and Address of Beneficial Owner(1)(2)			Number				Percentage
EB Nevada Inc.(4)				11,569,100				46.7	%
	2215-B Renaissance Drive, Suite 5 Las Vegas, Nevada 89119
Wellington Management Company, LLP(5)				2,466,986				10.0	%
	75 State Street Boston, Massachusetts 02109
James J. and Agnes C. Kim(4)(6)				11,829,995				47.2	%
Dean S. Adler				30,001				*
Susan Y. Kim(4)(6)				11,733,685				47.0	%
Louis J. Siana				15,001				*
Alfred J. Stein				3,334				*
Stanley Steinberg				32,001				*
Jeffrey W. Griffiths				173,276				*
Seth P. Levy				37,467				*
Steven R. Morgan				12,134				*
John R. Panichello(4)(6)				11,733,685				47.0	%
James A. Smith				44,634				*
All directors and executive officers as a group (11 persons)(7)				773,328				3.0	%

*	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)	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 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.

129

---

 

(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.

130

---

 

		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.

131

---

 

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

132

---

 

133

---

 

134

---

 

								Historical
				Historical				Electronics
				GameStop Corp.				Boutique								GameStop
				January 29,				January 29,				Pro Forma				Holding Corp.
				2005				2005				Adjustments				Pro Forma
				(In thousands)
ASSETS:
Current assets:
	Cash and cash equivalents			$	170,992			$	175,295			$	950,000	(a)		$	259,760
													(1,036,527	)(b)
	Receivables, net				9,812				21,270								31,082
	Merchandise inventories				216,296				291,678								507,974
	Prepaid expenses and other current assets				18,400				17,955								36,355
	Prepaid taxes				3,053				—								3,053
	Deferred taxes				5,435				9,438								14,873
		Total current assets			423,988				515,636				(86,527	)			853,097
Property and equipment:
	Land				2,000				8,120								10,120
	Building and leasehold improvements				106,428				153,883								260,311
	Fixtures and equipment				184,536				154,896								339,432
	Construction in progress				—				2,473								2,473
					292,964				319,372				—				612,336
	Less accumulated depreciation and amortization				124,565				145,951								270,516
		Net property and equipment			168,399				173,421				—				341,820
Investment					—				—				1,456,215	(b)
													(1,456,215	)(c)
Goodwill and other intangible assets, net					320,888				16,308				(16,308	)(c)			320,888
Intangible assets					—				—				1,098,180	(c)			1,098,180
Deferred tax asset					—				12,433								12,433
Deferred financing fees					—				—				22,875	(c)			22,875
Other noncurrent assets					1,708				6,402								8,110
		Total other assets			322,596				35,143				1,104,747				1,462,486
		Total assets		$	914,983			$	724,200			$	1,018,220			$	2,657,403
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
	Accounts payable			$	206,739			$	228,825			$				$	435,564
	Accrued liabilities				94,983				99,939								194,922
	Note payable, current portion				12,173				—								12,173
	Accrued income taxes payable				—				11,450				—				11,450
		Total current liabilities			313,895				340,214				—				654,109
Deferred taxes					20,257				—								20,257
Notes payable, long-term portion					24,347				—				950,000	(a)			974,347
Deferred rent and other long-term liabilities					13,473				32,518								45,991
		Total long-term liabilities			58,077				32,518				950,000				1,040,595
		Total liabilities			371,972				372,732				950,000				1,694,704
Stockholders’ equity (deficit):
	Preferred stock — authorized 5,000 shares; no shares issued or outstanding
	Class A common stock — $.001 par value; authorized												(3	)(b)
	300,000 shares; 20,926 shares issued and outstanding				24				274				(274	)(c)			40
	Class B common stock — $.001 par value; authorized												19	(b)
	100,000 shares; 29,902 shares issued and outstanding				30				—								30
	Additional paid-in-capital				500,769				206,503				419,669	(b)			870,441
													(49,997	)(b)
													(206,503	)(c)
	Accumulated other comprehensive income				567				6,980				(6,980	)(c)			567
	Retained earnings				91,621				203,843				(203,843	)(c)			91,621
	Treasury stock, at cost				(50,000	)			(66,132	)			66,132	(c)			0
													50,000	(b)
		Total stockholders’ equity			543,011				351,468				68,220				962,699
		Total liabilities and stockholders’ equity (deficit)		$	914,983			$	724,200			$	1,018,220			$	2,657,403

135

---

 

						Capital in
		Common				Excess of
		Shares				Par Value				Total
Issuance of Holdco shares to EB (19.421 million shares at $21.61)		$	19			$	419,669			$	419,688
Cash consideration paid to EB common stockholders											940,321
Cash consideration paid to EB stock option holders											45,206
Estimated GameStop transaction costs											51,000
Total cash consideration											1,036,527
Total consideration										$	1,456,215

136

---

 

			Historical				Historical
			GameStop				Electronics
			Corp.				Boutique								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				—				74,492
	Operating earnings			99,147				79,330				—				178,477
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				(79,268	)			101,323
Income tax expense (benefit)				37,985				29,393				(30,122	)(e)			37,256
	Net earnings (loss)		$	60,926			$	52,287			$	(49,146	)		$	64,067
Net earnings (loss) per common share — basic			$	1.11			$	2.16			$	(2.41	)		$	0.86
												(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			$	(2.35	)		$	0.83
												(24,547	)(f)
Weighted average shares of common stock — diluted				57,796				24,547				19,421	(f)			77,217

137

---

 

137

---

 

139

---

 

140

---

 

141

---

 

142

---

 

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.

143

---

 

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 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

144

---

 

		the certificate of incorporation or the bylaws of EB provide for a classified board of directors.

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.

145

---

 

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 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

146

---

 

		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 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

147

---

 

		required to amend or repeal, or adopt any provisions inconsistent with certain bylaw provisions.
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.

148

---

 

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 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

149

---

 

		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; 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,

150

---

 

		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 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

151

---

 

		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;
		• 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.

152

---

 

		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 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

153

---

 

		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 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

154

---

 

		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.
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 any 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.

155

---

 

		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 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

156

---

 

		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, 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.

157

---

 

157

---

 

	•	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.

159

---

 

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
Current Reports on Form 8-K		Filed on April 15, 2005 and April 18, 2005

EB Filings (SEC File No. 000-24603):		Period or Date Filed
Annual Report on Form 10-K/ A		Year ended January 29, 2005
Current Reports on Form 8-K		Filed on April 18, 2005

160

---

 

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

161

---

 

---

 

					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

A-i

---

 

					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

A-ii

---

 

					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

A-iii

---

 

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

A-iv

---

 

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

A-v

---

 

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

A-vi

---

 

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

A-vii

---

 

A-1

---

 

	(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.

A-2

---

 

	(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”).

A-3

---

 

	(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.

A-4

---

 

	(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

A-5

---

 

	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.

A-6

---

 

	(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).

A-7

---

 

A-8

---

 

A-9

---

 

A-10

---

 

A-11

---

 

A-12

---

 

A-13

---

 

A-14

---

 

A-15

---

 

A-16

---

 

A-17

---

 

A-18

---

 

A-19

---

 

A-20

---

 

A-21

---

 

A-22

---

 

A-23

---

 

(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;

A-24

---

 

	(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;

A-25

---

 

	(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

A-26

---

 

	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.

A-27

---

 

A-28

---

 

A-29

---

 

A-30

---

 

A-31

---

 

A-32

---

 

A-33

---

 

	(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.

A-34

---

 

A-35

---

 

A-36

---

 

A-37

---

 

A-38

---

 

A-39

---

 

	(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.

A-40

---

 

	(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.

A-41

---

 

	(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),

A-42

---

 

	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.

A-43

---

 

	(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,

A-44

---

 

	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.

A-45

---

 

	(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;

A-46

---

 

	(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.

A-47

---

 

A-48

---

 

A-49

---

 

	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

A-50

---

 

	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

A-51

---

 

	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.

B-1

---

 

	Name:
	Title:

B-2

---

 

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

C-1

---

 

	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

C-2

---

 

	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.

C-3

---

 

	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.

C-4

---

 

	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

C-5

---

 

		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.

C-6

---

 

C-7

---

 

C-8

---

 

	“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.

D-1

---

 

D-2

---

 

	(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

D-3

---

 

	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

D-4

---

 

	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.

D-5

---

 

D-6

---

 

D-7

---

 

D-8

---

 

	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

D-9

---

 

	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

D-10

---

 

	GSC HOLDINGS CORP.

	By:

	Name:
	Title:
	STOCKHOLDERS:
	EB NEVADA INC.

	By:

	Name:
	Title:
	James J. Kim

D-11

---

 

	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:

D-12

---

 

	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

E-1

---

 

	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

E-2

---

 

	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

E-3

---

 

	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.

E-4

---

 

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.

E-5

---

 

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

E-6

---

 

E-7

---

 

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

F-1

---

 

	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

F-2

---

 

	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

F-3

---

 

	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.

F-4

---

 

	/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

F-5

---

 

		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.

F-6

---

 

	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.

F-7

---

 

	/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

F-8

---

 

G-1

---

 

G-2

---

 

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

G-3

---

 

H-1

---

 

	(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.

H-2

---

 

H-3

---

 

	Very truly yours,

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

	Incorporated

	MERRILL LYNC	H, PIERCE, FENNER & SMITH

	INCORPORATED

H-4

---

 

I-1

---

 

	(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.

I-2

---

 

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

I-3

---

 

	(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.

J-1

---

 

	(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,

J-2

---

 

	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.

J-3

---

 

J-4

---

 

	(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

K-1

---

 

	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.

	(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

K-2

---

 

	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 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.

	(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                     , 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, 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

K-3

---

 

	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                     (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 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

K-4

---

 

	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 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.

K-5

---

 

	(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 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 respective annual dividend rates and other relative rights and preferences

K-6

---

 

	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.
	(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

K-7

---

 

	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.

(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

K-8

---

 

	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;
	(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.

K-9

---

 

K-10

---

 

K-11

---

 

	GSC HOLDINGS CORP.

	By:

	Name:
	Title:

K-12

---

 

L-1

---

 

L-2

---

 

	(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;

L-3

---

 

	(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) 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.

L-4

---

 

L-5

---

 

L-6

---

 

L-7

---

 

L-8

---

 

L-9

---

 

L-10

---

 

L-11

---

 

L-12

---

 

M-1

---

 

	(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.

M-2

---

 

M-3

---

 

	(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.

M-4

---

 

	(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.

M-5

---

 

M-6

---

 

	(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.

M-7

---

 

M-8

---

 

M-9

---

 

M-10

---

 

	(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

M-11

---

 

	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.

M-12

---

 

	“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.”

M-13

---

 

M-14

---

 

M-15

---

 

Item 20.	Indemnification of Directors and Officers

II-1

---

 

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		Certificate of Incorporation of Holdco.
	3	.2		Form of Amended and Restated Certificate of Incorporation of Holdco (included as Annex K to the accompanying joint proxy statement-prospectus herein).
	3	.3		Bylaws of Holdco.
	3	.4		Form of Amended and Restated Bylaws of Holdco (included as Annex L to the accompanying joint proxy statement-prospectus herein).
	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           , 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 M 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.

II-2

---

 

Exhibit
Number				Description
	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).*
	24	.1		Power of Attorney (included on signature page to this Registration Statement).
	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		Form of Proxy for Annual Meeting of Stockholders of GameStop Corp.*
	99	.11		Form of Proxy for Annual Meeting of Stockholders of Electronics Boutique Holdings Corp.*

*	To be filed by amendment.

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

II-3

---

 

	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.

II-4

---

 

	GSC Holdings Corp.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine    R. Richard Fontaine				Chairman and Chief Executive Officer and Director (Principal Executive Officer)		May 23, 2005
/s/ Daniel A. DeMatteo    Daniel A. DeMatteo				Vice Chairman, Chief Operating Officer and Director		May 23, 2005
/s/ David Carlson    David Carlson				Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)		May 23, 2005

II-5

---

 

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		Certificate of Incorporation of Holdco.
	3	.2		Form of Amended and Restated Certificate of Incorporation of Holdco (included as Annex K to the accompanying joint proxy statement-prospectus herein).
	3	.3		Bylaws of Holdco.
	3	.4		Form of Amended and Restated Bylaws of Holdco (included as Annex L to the accompanying joint proxy statement-prospectus herein).
	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           , 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 M 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).*

---

 

Exhibit
Number				Description
	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).*
	24	.1		Power of Attorney (included on signature page to this Registration Statement).
	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		Form of Proxy for Annual Meeting of Stockholders of GameStop Corp.*
	99	.11		Form of Proxy for Annual Meeting of Stockholders of Electronics Boutique Holdings Corp.*

*	To be filed by amendment.

                                                                     EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                               GSC HOLDINGS CORP.

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

                         PURSUANT TO SECTION 102 OF THE

                        DELAWARE GENERAL CORPORATION LAW

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


      I, the undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:

      1. The name of the corporation is GSC HOLDINGS CORP. (hereinafter called
the "Corporation").

      2. The registered office of the Corporation is to be located at 1209
Orange Street, City of Wilmington, County of New Castle, State of Delaware. The
name of its registered agent at that address is The Corporation Trust Company.

      3. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

      4. The total number of shares of capital stock which the Corporation shall
have the authority to issue is one hundred (100) shares of common stock, with
$0.001 par value per share.

      5. The name and address of the sole incorporator is:

         Name                                      Address
         ----                                      -------

         Kevin A. Carey                   Bryan Cave LLP
                                          1290 Avenue of the Americas
                                          New York, New York  10104

      6. The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

      (a) The number of directors of the Corporation shall be such as is from
time to time fixed by, or in the manner provided in the by-laws. Election of
directors need not be by ballot unless the by-laws so provide.

      (b) The Board of Directors shall have power without the assent or vote of
the stockholders to make, alter, amend, change, add to or repeal the by-laws of
the Corporation as provided in the by-laws of the Corporation; to fix and vary
the amount to be reserved for any proper purpose; to authorize and cause to be
executed mortgages and liens upon all or any part of the property of the
Corporation; to determine the use and disposition of any surplus or net profits;
and to fix the times for the declaration and payment of dividends.

      (c) The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.

      (d) In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the statutes of
Delaware, of this certificate, and to any by-laws from time to time made by the
stockholders, provided, however, that no by-law so made shall invalidate any
prior act of the directors which would have been valid if such by-law had not
been made.


                                       2

      7. 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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware 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 General Corporation Law of the State of Delaware, 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.

      8. The Corporation, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, 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 matter 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.


                                       3

                  IN WITNESS WHEREOF, I hereunto sign my name this 13th day of
April, 2005.

                                           /s/ Kevin A. Carey
                                         ---------------------------------------
                                           Kevin A. Carey, Incorporator


                                       4

                                                                     EXHIBIT 3.3



                                     BY-LAWS

                                       OF

                               GSC HOLDINGS CORP.

                     (hereinafter called the "Corporation")

                                    ARTICLE I
                                     OFFICES

           Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Dover, County of Kent, State of Delaware.

           Section 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

           Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

           Section 2. Annual Meetings. The Annual Meeting of Stockholders shall
be held within five months after the close of the fiscal year of the
Corporation, at which meeting the stockholders shall elect by a plurality vote a
Board of Directors, and transact such other business as may properly be brought
before the meeting. Written notice of the Annual Meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than fifty days before the date of the
meeting.

           Section 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, Special Meetings of Stockholders, for any
purpose or purposes, may be called by either (i) the Chairman, if there be one,
or (ii) the President and shall be called by any such officer at the request in
writing of a majority of the Board of Directors or at the request in writing of
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Written notice of a Special Meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given not less than ten nor more than fifty days
before the date of the meeting to each stockholder entitled to vote at such
meeting.

           Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum

at all meetings of the stockholders for the transaction of business. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting.

           Section 5. Voting. Unless otherwise required by law, 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 stock represented and entitled to vote
thereat. Each stockholder represented at a meeting of stockholders shall be
entitled to cast one vote for each share of the capital stock entitled to vote
thereat held by such stockholder. Such votes may be cast in person or by proxy
but no proxy shall be voted on or after three years from its date, unless such
proxy provides for a longer period. The Board of Directors, in its discretion,
or the officer of the Corporation presiding at a meeting of stockholders, in his
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

           Section 6. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation, may be taken without a meeting, without prior written notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of the 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. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

           Section 7. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.

           Section 8. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 7 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.


                                       2

                                   ARTICLE III

                                    DIRECTORS

           Section 1. Number and Election of Directors. The Board of Directors
of the Corporation shall consist of no less than one (1) but no more than eleven
(11) directors as fixed from time to time by the Board of Directors, unless and
until otherwise determined by vote of a majority of the entire Board of
Directors. Except as provided in Section 2 of this Article, all directors shall
be elected by a plurality of the votes cast at Annual Meetings of Stockholders,
and each director so elected shall hold office until the next Annual Meeting and
until his successor is duly elected and qualified, or until his earlier
resignation or removal. Any director may resign at any time upon notice to the
Corporation. Directors need not be stockholders.

           Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier resignation or removal.

           Section 3. Duties and Powers. The business of the Corporation shall
be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or these
By-Laws directed or required to be exercised or done by the stockholders.

           Section 4. Meetings. The Board of Directors of the Corporation may
hold meeting, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President. Notice thereof stating the place,
date and hour of the meeting shall be given to each director either by mail not
less than forty-eight (48) hours before the date of the meeting, by telephone or
telegram on twenty-four (24) hours notice, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in the
circumstances.

           Section 5. Quorum. Except as may be otherwise specifically provided
by law, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors. If a quorum shall not be present at any meeting of
the Board of Directors, 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.

           Section 6. Actions of Board. Unless otherwise provided by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the


                                       3

members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

           Section 7. Meetings by Means of Conference Telephone. Unless
otherwise provided by the Certificate of Incorporation or these By-Laws, members
of the Board of Directors of the Corporation, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 7 shall
constitute presence in person at such meeting.

           Section 8. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall have and may
execute all the powers and authority of the Board of Directors in the management
of the business and affairs of the Corporation. Each committee shall keep
regular minutes and report to the Board of Directors when required.

           Section 9. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

           Section 10. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or


                                       4

transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

           Section 1. General. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President and a Secretary. The Board of
Directors, in its discretion, may also choose a Chairman of the Board of
Directors (who must be a director) and one or more Chairmans, Vice-Presidents,
Assistant Secretaries, Assistant Treasurers and other officers. Any number of
offices may be held by the same person, unless otherwise prohibited by law, the
Certificate of Incorporation or these By-Laws. The officers of the Corporation
need not be stockholders of the Corporation nor, except in the case of the
Chairman of the Board of Directors, need such officers be directors of the
Corporation.

           Section 2. Election. The Board of Directors at its first meeting held
after each Annual Meeting of Stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal. Any officer elected by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors. The salaries of all officers of the Corporation shall be fixed by
the Board of Directors.

           Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice-President and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

           Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. He shall be the Chief Executive
Officer of the Corporation, and except where by law the signature of the
President is required, the Chairman of the Board of Directors shall possess the
same power as the President to sign all contracts, certificates and other
instruments of the Corporation which may be authorized by the Board of
Directors. During the absence or disability of the President, the Chairman of
the Board of Directors shall exercise all the powers and


                                       5

discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these By-Laws or by the
Board of Directors.

           Section 5. President. The President shall, subject to the control of
the Board of Directors and, if there be one, the Chairman of the Board of
Directors, have general supervision of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. The President shall execute all bonds, mortgages, contracts and other
instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these By-Laws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and the Board of Directors. If there be no Chairman of the
Board of Directors, the President shall be the Chief Executive Officer of the
Corporation. The President shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these By-Laws
or by the Board of Directors.

           Section 6. Vice-Presidents. At the request of the President or in his
absence or in the event of his inability or refusal to act (and if there be no
Chairman of the Board of Directors), the Vice-President or the Vice-Presidents
if there is more than one (in the order designated by the Board of Directors)
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. Each
Vice-President shall perform such other duties and have such other powers as the
Board of Directors from time to time may prescribe. If there be no Chairman of
the Board of Directors and no Vice-President, the Board of Directors shall
designate the officer of the Corporation who, in the absence of the President or
in the event of the inability or refusal of the President to act, shall perform
the duties of the President, and when so acting, shall have all powers of and be
subject to all the restrictions upon the President.

           Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for the purpose; the Secretary
shall also perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, than either the Board of Directors or the President may choose
another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his signature. The Secretary
shall see that all books, reports, statements, certificates and other documents
and records required by law to be kept or filed are properly kept or filed, as
the case may be.


                                       6

           Section 8. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

           Section 9. Assistant Secretaries. Except as may be otherwise provided
in these By-Laws, Assistant Secretaries, if there by any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the President, any Vice-President, if there be one, or the
Secretary, and in the absence of the Secretary or in the event of his disability
or refusal to act, shall perform the duties of the Secretary, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Secretary.

           Section 10. Assistant Treasurers. Assistant Treasurers, if there by
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice-President,
if there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of his disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer. If required by the Board of Directors,
an Assistant Treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

           Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time my be assigned to them by the Board of Directors. The Board of Directors
may delegate to any other officer of the Corporation the power to choose such
other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

           Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or a
Vice-President and (ii) by the Treasurer or an


                                       7

Assistant Treasurer, or the Secretary or Assistant-Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation.

           Section 2. Signatures. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

           Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

           Section 4. Transfers. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these By-Laws. Transfers of stock shall
be made on the books of the Corporation only by the person named in the
certificate or by his attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be cancelled before a new
certificate shall be issued.

           Section 5. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled 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 of Directors may fix, in advance,
a record date, which shall not be more than fifty days nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action. 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 of Directors may fix a new record date for the
adjourned meeting.

           Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.


                                       8

                                   ARTICLE VI

                                     NOTICES

           Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

           Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

           Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

           Section 2. Disbursements. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

           Section 3. Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

           Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware, 2005". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.


                                       9

                                  ARTICLE VIII

                                 INDEMNIFICATION

           Section 1. Indemnification Generally. The Corporation shall, to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the "GCL"), as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.

           Section 2. Good Faith Defined. For purposes of any determination
under this Article VIII, a person shall be deemed to have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the Corporation or
another enterprise, or on information supplied to him by the officers of the
Corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 2 shall mean
any other corporation or any partnership, joint venture, trust or other
enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The provisions of this
Section 2 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct.

           Section 3. Indemnification by a Court. Notwithstanding any
determination on the part of the Corporation or its agents that indemnification
of any director, officer, employee or agent is not proper, and notwithstanding
the absence of any determination, any director, officer, employee or agent may
apply to any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under this Article VIII. The
basis of such indemnification by a court shall be a determination by such court
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standards of conduct set
forth in this Article VIII or the GCL, as the case may be. Notice of any
application for indemnification pursuant to this Section 3 shall be given to the
Corporation promptly upon the filing of such application.

           Section 4. Non-Exclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or granted
pursuant to this Article VIII shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any By-Law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of any director,
officer, employee or agent of the Corporation or any director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise who is serving at the request of the Corporation shall be made to the
fullest extent permitted by law. The provisions of this Article VIII shall not
be deemed to preclude the indemnification of any director, officer, employee or
agent of the Corporation or any director,


                                       10

officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise who is serving at the request of the Corporation who
is not specified in this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the GCL, or otherwise.

           Section 5. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VIII.

           Section 6. Meaning of "Corporation" for Purposes of Article VIII. For
purposes of this Article VIII, references to "the Corporation" include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article VIII with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

           Section 7. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Section 7 shall, unless otherwise provided when authorized or ratified,
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.

                                   ARTICLE IX

                                   AMENDMENTS

           Section 1. These By-Laws may be altered, amended or repealed, in
whole or in part, or new By-Laws may be adopted by the stockholders of the
Corporation or by the Board of Directors; provided, however, that notice of such
alteration, amendment, repeal or adoption of new By-Laws be contained in the
notice of such meeting of stockholders. All such amendments must be approved by
either the holders of a majority of the outstanding capital stock entitled to
vote thereon or by a majority of the entire Board of Directors then in office.

           Section 2. Entire Board of Directors. As used in this Article IX and
in these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.


                                       11

                                                                    EXHIBIT 10.4

CITICORP NORTH AMERICA,    BANC OF AMERICA SECURITIES     MERRILL LYNCH CAPITAL
        INC.                         LLC                       CORPORATION
CITIGROUP GLOBAL MARKETS     BANC OF AMERICA BRIDGE       MERRILL LYNCH, PIERCE,
        INC.                         LLC                  FENNER & SMITH INCOR -
                                                                  PORATED
 390 GREENWICH STREET       9 WEST 57TH STREET          4 World Financial Center
                                                               North Tower
NEW YORK, NEW YORK 10013   NEW YORK, NEW YORK 10019        New York, NY 10080

                                                                  April 17, 2005

GameStop Corp.
2250 William D. Tate Ave.
Grapevine, Texas 76501

Attention: Mr. David Carlson
           Chief Financial Officer

                                 Senior Facility
                                Commitment Letter

Ladies and Gentlemen:

GameStop Corp. ("you") has advised Citigroup (as defined below), Banc of America
Securities LLC ("BAS"), Banc of America Bridge LLC ("Banc of America Bridge"),
Merrill Lynch Capital Corporation ("Merrill Lynch") and Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S") that upon consummation of the Acquisition
(as defined below) a holding company (the "Borrower") will wholly-own you and
the Acquired Business (as defined below) and that you desire that the Borrower
establish the senior credit facility described herein (the "Facility"), the
proceeds of which would be used to finance the transactions described in Exhibit
A hereto (the "Transaction Description"). Capitalized terms used in this letter
agreement but not defined herein shall have the meanings given to them in the
Exhibits (as defined below) hereto.

Subject to the terms and conditions described in this letter agreement and the
attached Exhibits A, B and C (collectively, the "Exhibits" and, together with
the Fee Letter referred to below, this "Commitment Letter"), (i) Citigroup
Global Markets Inc. ("CGMI") is pleased to inform you of CGMI's commitment on
behalf of Citicorp North America, Inc. ("CNAI"), Citibank N.A. and/or any of
their affiliates to provide one-third of the principal amount of the Facility,
(ii) Banc of America Bridge is pleased to inform you of Banc of America Bridge's
commitment to provide one-third of the principal amount of the Facility and
(iii) Merrill Lynch is pleased to inform you of Merrill Lynch's commitment to
provide one-third of the principal amount of the Facility.

For purposes of this Commitment Letter, (i) "Citigroup" shall mean Citicorp
North America, Inc. and/or any affiliate thereof, including CGMI, as Citigroup
shall determine to be appropriate to provide the services contemplated herein,
(ii) the "Initial Lenders" shall mean CNAI, Banc of America Bridge and Merrill
Lynch, (iii) the "Lead Arrangers" shall mean CGMI, BAS and MLPF&S and (iv) "we"
or "us" shall mean the Initial Lenders and the Lead Arrangers.



1.    CONDITIONS PRECEDENT

The respective commitments of Citigroup, Banc of America Bridge and Merrill
Lynch hereunder is subject to:

            (a) The preparation, execution and delivery of definitive
      documentation with respect to the Facility, including credit agreements
      and guarantees incorporating substantially the terms and conditions
      outlined in this Commitment Letter and otherwise reasonably satisfactory
      to the Lead Arrangers and their counsel (the "Operative Documents").

            (b) 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 the Acquired Business, other than any changes,
      effects, events, occurrences or state of facts relating to (i) the economy
      or financial markets in general, (ii) negotiation and entry into the
      Acquisition Agreement, the announcement of the Acquisition Agreement or
      the undertaking and performance or observance of the obligations
      contemplated by the Acquisition 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), (iii) fluctuation in your
      or the Acquired Business' stock price (iv) the effect of incurring and
      paying Expenses (as defined in the Acquisition Agreement) in connection
      with negotiating, entering into, performing and consummating the
      transactions contemplated by the Acquisition Agreement, (v) changes in
      GAAP after the date hereof and (vi) product shortages and delays in
      product introductions consistent with those that occurred in 2004;
      provided, that with respect to clause (i) such changes, effects, events,
      occurrences or state of facts do not disproportionately affect such
      Persons (as defined in the Acquisition Agreement) 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 the Acquisition Agreement (including
      Section 6.5, except for Section 6.5(a)(vi), thereof) 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.

            (c) The accuracy and completeness in all material respects of all
      representations that you, the Acquired Business and their respective
      affiliates make to the Lead Arrangers and all information (other than
      financial projections) that you, the Acquired Business and their
      respective affiliates furnish to the Lead Arrangers.

            (d) The payment in full of all fees, expenses and other amounts
      payable under this Commitment Letter and the Fee Letter.

            (e) The execution, delivery and compliance with the terms of (A) the
      letter agreement dated the date hereof (the "Engagement Letter") among
      you, Citigroup, BAS and MLPF&S, (B) this Commitment Letter, and (C) the
      Fee Letter, each in form and substance satisfactory to the Lead Arrangers.

Please note that the terms and conditions of the Initial Lenders' respective
commitments hereunder that are not covered or made clear in this Commitment
Letter are subject to mutual agreement of the parties.

2.    COMMITMENT TERMINATION

Each Initial Lender's respective commitment set forth in this Commitment Letter
will terminate on the earliest of (A) October 31, 2005; provided that such date
shall be automatically extended to December 31, 2005 to the extent the Outside
Date (as defined in the Acquisition Agreement) is extended to December 31, 2005
pursuant to Section 8.1(b)(i) of the Acquisition Agreement (as in effect on the
date of its execution), (B) the date the Operative Documents become effective
and (C) the date the Acquisition Agreement is terminated (such earliest date,
the "Termination Date").

                                       2


3.    SYNDICATION

Each Initial Lender reserves the right, before or after the execution of the
Operative Documents, to syndicate all or a portion of its commitment to one or
more other financial institutions reasonably acceptable to the Initial Lenders
that will become parties to the Operative Documents (the financial institutions
becoming parties to the Operative Documents being collectively referred to
herein as the "Lenders"). You understand that (i) each Initial Lender intends to
commence such syndication efforts promptly and (ii) the Lead Arrangers may elect
to appoint one or more agents to assist them in such syndication efforts.

Citigroup will act as the joint Lead Arranger and joint Book Runner, "on the
left," and Administrative Agent with respect to the Facility and will manage all
aspects of the syndication of the Facility in consultation with BAS, MLPF&S and
Borrower, including the timing of all offers to potential Lenders, the
determination of all amounts offered to potential Lenders, the selection of
Lenders, the allocation of commitments among the Lenders, the assignment of any
titles and the compensation to be provided to the Lenders. BAS will act as joint
Lead Arranger and joint Book Runner and Syndication Agent with respect to the
Facility. MLPF&S will act as joint Lead Arranger and joint Book Runner with
respect to the Facility

You shall take all actions that any Lead Arranger may reasonably request to
assist it in forming a syndicate acceptable to the Lead Arrangers and you.

To ensure an orderly and effective syndication of the Facility, you agree that,
until the termination of the syndication (as determined by the Lead Arrangers),
you will not, and will not permit any of your affiliates to, syndicate or issue,
attempt to syndicate or issue, announce or authorize the announcement of the
syndication or issuance of, or engage in discussions concerning the syndication
or issuance of, any debt security or commercial bank or other debt facility
(including any renewals thereof) other than the Asset Based Facility or other
working capital facility of the Borrower meeting the conditions set forth in
paragraph 6 of Exhibit C hereto, without the prior written consent of the Lead
Arrangers.

You agree that no additional agents, co-agents or lead arrangers will be
appointed, or other titles conferred, without the consent of the Lead Arrangers
(such consent not to be unreasonably withheld). You agree that no Lender will
receive any compensation of any kind for its participation in the Facility,
except as expressly provided in the Fee Letter or in the Exhibits.

4.    FEES

In addition to the fees described in the Exhibits, you will pay (or cause to be
paid) the nonrefundable fees set forth in the letter agreement dated the date
hereof (the "Fee Letter") among you and the Lead Arrangers. The terms of the Fee
Letter are an integral part of the Initial Lenders' respective commitments
hereunder and constitute part of this Commitment Letter for all purposes hereof.
Each of the fees described in the Fee Letter and Exhibits B and C shall be
nonrefundable when paid.

5.    INDEMNIFICATION

You agree to indemnify and hold harmless each Lead Arranger, each Lender and
each of their respective affiliates and each of their respective officers,
directors, employees, agents, advisors and representatives (each, an
"Indemnified Person") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
disbursements of counsel), joint or several, that may be incurred by or asserted
or awarded against any Indemnified Person (including, without limitation, in
connection with, any investigation, litigation or proceeding or the preparation
of any defense in connection therewith) in each case arising out of or in
connection with or relating to this Commitment Letter or the Operative Documents
or the transactions contemplated hereby or thereby, or any use made or proposed
to be made with the proceeds of the Facilities, except to the extent such claim,
damage, loss, liability or expense is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted primarily from such
Indemnified Person's gross negligence or willful misconduct. In the case of an
investigation, litigation or proceeding to which the indemnity in

                                       3


this paragraph applies, such indemnity shall be effective, whether or not such
investigation, litigation or proceeding is brought by you, Borrower, the
Acquired Business, any of their respective securityholders or creditors, an
Indemnified Person or any other person, or an Indemnified Person is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated.

No Indemnified Person shall have any liability (whether direct or indirect, in
contract, tort or otherwise) to you, Borrower, the Acquired Business or any of
their securityholders or creditors for or in connection with the transactions
contemplated hereby, except to the extent such liability is determined in a
final, nonappealable judgment by a court of competent jurisdiction to have
resulted primarily from such Indemnified Person's gross negligence or willful
misconduct. In no event, however shall any Indemnified Person be liable for any
special, indirect, consequential or punitive damages (including, without
limitation, any loss of profits, business or anticipated savings).

6.    COSTS AND EXPENSES

Borrower shall pay or reimburse the Lead Arrangers on demand for all reasonable
costs and expenses incurred by the Lead Arrangers (whether incurred before or
after the date hereof) in connection with the Facility, but not the syndication
thereof, and the preparation, negotiation, execution and delivery of this
Commitment Letter, the Operative Documents, including, without limitation, the
reasonable fees and disbursements of counsel, regardless of whether any of the
transactions contemplated hereby are consummated. Borrower further agrees to pay
all costs and expenses of the Lead Arrangers (including, without limitation,
reasonable fees and disbursements of counsel) incurred in connection with the
enforcement of any of their rights or remedies hereunder.

7.    CONFIDENTIALITY

By accepting delivery of this Commitment Letter, you agree that this Commitment
Letter is for your confidential use only and that neither its existence nor the
terms hereof will be disclosed by you to any person other than the officers,
directors, employees, accountants, attorneys and other legal advisors of yours
and Borrower, and then only on a confidential and "need to know" basis in
connection with the transactions contemplated hereby. Notwithstanding the
foregoing, (i) you may disclose this Commitment Letter (other than the Fee
Letter) to the Acquired Business and its officers, directors, employees,
accountants, attorneys and other legal advisors on a confidential and "need to
know" basis in connection with the Acquisition, (ii) you may disclose this
Commitment Letter (other than the Fee Letter) to each lender under the Asset
Based Facility (as defined below) and its officers, directors, employees,
accountants, attorneys and other legal advisors on a confidential and "need to
know" basis in connection with the Acquisition (iii) you may file a copy of any
portion of this Commitment Letter (other than the Fee Letter) in any public
record in which it is required by law to be filed and (iv) you may make such
other public disclosures of any of the terms and conditions hereof as such
Company is required by law, in the opinion of your counsel, to make.

8.    REPRESENTATIONS AND WARRANTIES

You represent and warrant that (i) all information (other than financial
projections) that has been or will hereafter be made available to the Lead
Arrangers, any Lender or any potential Lender by or on behalf of you and, to
your knowledge, the Acquired Business or any of their respective representatives
in connection with the transactions contemplated hereby is and will be complete
and correct in all material respects and does not and will not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein not misleading in light of the
circumstances under which such statements were or are made and (ii) all
financial projections, if any, that have been or will be prepared by or on
behalf of you and, to your knowledge, the Acquired Business or any of their
respective representatives and made available to the Lead Arrangers, any Lender
or any potential Lender have been or will be prepared in good faith based upon
reasonable assumptions. If, at any time from the date hereof until the execution
and delivery of the Operative Documents, any of the representations and
warranties in the preceding sentence would be incorrect if the information or
financial projections were being furnished, and such representations and
warranties were being made,

                                       4


at such time, then you will promptly supplement the information and the
financial projections so that such representations and warranties will be
correct under those circumstances.

In issuing this Commitment Letter and in arranging the Facility, including the
syndications of the Facility, we will be entitled to use, and to rely on the
accuracy of, the information furnished to us by or on behalf of you, the
Acquired Business or any of their respective representatives without
responsibility for independent verification thereof.

9.    NO THIRD PARTY RELIANCE; SHARING INFORMATION

The agreements of the Lead Arrangers and Initial Lenders hereunder and of any
Lender that issues a commitment to provide financing under the Facility are made
solely for your benefit and may not be relied upon or enforced by any other
person. This Commitment Letter is not intended to create a fiduciary
relationship among the parties hereto.

You acknowledge that we may provide debt financing, equity capital or other
services (including financial advisory services) to parties whose interests
regarding the transactions described herein or otherwise may conflict with your
interests. Consistent with each Lender's respective policies to hold in
confidence the affairs of its clients, no Lender will furnish confidential
information obtained from you or your affiliates to any other clients of such
Lenders and such Lenders shall treat all such confidential information in
accordance with such Lenders' customary practices with respect to confidential
information. Furthermore, we will not use in connection with the transactions
contemplated hereby, or furnish to you, confidential information obtained by us
from any other person.

10.   ASSIGNMENTS

You may not assign or delegate any of your rights or obligations under this
Commitment Letter or any Initial Lender's commitment hereunder without each
Initial Lender's prior written consent, and any attempted assignment without
such consent shall be void ab initio.

11.   AMENDMENTS

This Commitment Letter may not be amended or any provision hereof waived or
modified except by an instrument in writing signed by each party hereto.

12.   GOVERNING LAW, ETC.

This Commitment Letter shall be governed by, and construed in accordance with,
the laws of the State of New York. This Commitment Letter sets forth the entire
agreement among the parties with respect to the matters addressed herein and
supersedes all prior communications, written or oral, with respect hereto. This
Commitment Letter may be executed in any number of counterparts, each of which,
when so executed, shall be deemed to be an original and all of which, taken
together, shall constitute one and the same Commitment Letter. Delivery of an
executed counterpart of a signature page to this Commitment Letter by telecopier
shall be as effective as delivery of a manually executed counterpart of this
Commitment Letter. Sections 4 through 7, 12 and 13 shall survive the termination
of Citigroup's commitment hereunder. You acknowledge that information and
documents relating to the Facility may be transmitted through Intralinks, the
internet or similar electronic transmission systems.

13.   WAIVER OF JURY TRIAL, ETC.

Each party hereto irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Commitment Letter or the transactions
contemplated hereby or the actions of the parties hereto in the negotiation,
performance or enforcement hereof.

                                       5


With respect to all matters relating to this Commitment Letter, the Exhibits,
the Fee Letter and the Engagement Letter, you hereby irrevocably (i) submit to
the non-exclusive jurisdiction of any New York State or Federal court sitting in
the State of New York, County of New York, and any appellate court from any
thereof, (ii) agree that all claims related hereto may be heard and determined
in such courts, (iii) waive, to the fullest extent you may effectively do so,
the defense of an inconvenient forum, (iv) agree that a final judgment of such
courts shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law and (v) waive any immunity
(sovereign or otherwise) from jurisdiction of any court or from any legal
process or setoff to which you or your properties or assets may be entitled.

14.   PATRIOT ACT

We hereby notify you that pursuant to the requirements of the UBA Patriot Act,
Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the "Patriot
Act"), the Lead Arrangers and the Lenders are required to obtain, verify and
record information that identifies you, which information includes the name,
address, tax identification number and other information regarding you that will
allow the Lead Arrangers or such Lender to identify you in accordance with the
Patriot Act. This notice is given in accordance with the requirements of the
Patriot Act and is effective as to the Lead Arrangers and the Lenders.

Please indicate your acceptance of the provisions hereof by signing the enclosed
copy of this Commitment Letter and the Fee Letter and returning them to (i) John
McAuley, Director, Citigroup Global Markets Inc., 390 Greenwich Street, New
York, New York 10013 (facsimile: (212) 723-8590), (ii) Lex Maultsby, Managing
Director, Banc of America Securities LLC, 9 West 57th Street, New York, New York
10019 (facsimile: (212) 415-9634) and (iii) Barry Price, Managing Director,
Merrill Lynch & Co., 4 World Financial Center,

North Tower, New York, New York 10080 (facsimile: (212) 449-7750), at or before
5:00 p.m. (New York City time) on April 18, 2005, the time at which the
commitment of the Initial Lenders set forth above (if not so accepted prior
thereto) will terminate.

                            [Signature Page Follows]

                                       6


If you elect to deliver this Commitment Letter by telecopier, please arrange for
the executed original to follow by next-day courier.

                                          Very truly yours,

                                          CITICORP NORTH AMERICA, INC.

                                          By: /s/ John McAuley
                                              ----------------------------------
                                              Name:  John McAuley
                                              Title: Vice President

                                          CITIGROUP GLOBAL MARKETS INC.

                                          By: /s/ John McAuley
                                              ----------------------------------
                                              Name:  John McAuley
                                              Title: Director

                                          BANC OF AMERICA BRIDGE LLC

                                          By: /s/ Lex Maultsby
                                              ----------------------------------
                                              Name:  Lex Maultsby
                                              Title: Managing Director

                                          BANC OF AMERICA SECURITIES LLC

                                          By: /s/ Lex Maultsby
                                              ----------------------------------
                                              Name:  Lex Maultsby
                                              Title: Managing Director

                                          MERRILL LYNCH CAPITAL CORPORATION

                                          By: /s/ Barry S. Price
                                              ----------------------------------
                                              Name:  Barry S. Price
                                              Title: Vice President

                                          MERRILL LYNCH, PIERCE, FENNER & SMITH
                                             INCORPORATED

                                          By: /s/ Barry S. Price
                                              ----------------------------------
                                              Name:  Barry S. Price
                                              Title: Managing Director

                                       7


Accepted and agreed to as of
the date first written above:

GAMESTOP CORP.

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

                                       8


CONFIDENTIAL                                                           EXHIBIT A

                             TRANSACTION DESCRIPTION

All capitalized terms used herein but not defined herein shall have the meanings
provided in the Commitment Letter to which this Exhibit A is attached. The
following transactions, including the Acquisition and the Merger, are referred
to herein as the "Transactions."

1.    A newly formed holding company (the "Borrower") will form two merger
      subsidiaries, one of which shall be merged with and into GameStop Corp.
      and the other shall be merged with and into Target (the identity of which
      the Initial Lenders and Lead Arrangers have previously been advised) (the
      "Acquired Business"). The Borrower will issue its Common Stock as a
      portion of the consideration in the acquisition (the "Acquisition") by
      Borrower of the Acquired Business pursuant to a merger agreement dated on
      or about the date hereof (the "Acquisition Agreement").

2.    Borrower will obtain a senior secured credit asset-based facility in an
      aggregate principal amount of $400 million (the "Asset Based Facility").

3.    Borrower will either (i) borrow up to $950 million in senior loans from
      one or more lenders under the senior facility described in Exhibit B to
      the Commitment Letter (the "Facility") or (ii) issue up to $950 million in
      aggregate principal amount of its senior notes and senior floating rate
      notes (the "Notes") in a public offering or in a Rule 144A or other
      private placement. At the Borrower's request, a portion of the Facility or
      Notes may be replaced by an offering of convertible subordinated debt
      securities.

4.    The estimated sources and uses of the funds necessary to consummate the
      Acquisition and the other Transactions are set forth on Annex I hereto
      (the "Sources and Uses of Funds").

                                       1


                                                                         ANNEX I
                                                      TO TRANSACTION DESCRIPTION

                       ESTIMATED SOURCES AND USES OF FUNDS
                                 ($ IN MILLIONS)



         SOURCES                                        USES
- ------------------------               --------------------------------------
                                                                        
Initial Drawing on                     Purchase Price of Philly Capital Stock
Asset Based Facility (a)    $     0    and net cost of options and warrants      $ 1,402

Facility or Notes (b)           950    Estimated Transaction Costs               $    47

Borrower Common Stock           419

Excess Cash                      80

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

TOTAL SOURCES               $ 1,449    TOTAL USES                                $ 1,449
                            =======                                              =======


- --------------------------------
(a)   Total commitments of $400 million at closing.

(b)   Convert

                                       1


CONFIDENTIAL                                                           EXHIBIT B

                    SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

All capitalized terms used herein but not defined herein shall have the meanings
provided in the Commitment Letter (including the other exhibits thereto) to
which this Summary of Principal Terms and Conditions is attached.

Borrower:                     A holding company ("Borrower") that upon the
                              consummation of the Acquisition will hold all of
                              the equity interests of GameStop Corp. and the
                              Acquired Business.

Acquisition:                  As described in the Transaction Description.

Administrative Agent:         Citicorp North America, Inc. (in its capacity as
                              Administrative Agent, the "Agent").

Joint Lead Arrangers and      Citigroup Global Markets Inc. ("CGMI"), Banc of
Joint Book Runners:           America Securities LLC ("BAS") and Merrill Lynch,
                              Pierce, Fenner & Smith Incorporated ("MLPF&S",
                              and, together with CGMI and BAS, the "Lead
                              Arrangers").

Syndication Agent:            BAS.

Documentation Agent:          MLPF&S.

Lenders:                      A syndicate of banking and financial institutions
                              arranged by the Lead Arrangers (the "Lenders").

Initial Loans:                The Lenders will make loans (the "Initial Loans")
                              to Borrower on the date the Acquisition is
                              consummated (the "Closing Date") in an aggregate
                              principal amount not to exceed $950 million.

Purpose and Availability      The proceeds of the Initial Loans will be used
of Initial Loans:             solely as set forth in the Sources and Uses of
                              Funds. The Lenders will make the Initial Loans
                              simultaneously with the consummation of the
                              Acquisition. Amounts borrowed under the Facility
                              and repaid or prepaid may not be reborrowed.

Initial Maturity Date         The Initial Loans will mature on the first
and the Exchange of the       anniversary (the "Initial Maturity Date") of
Initial Loans:                Closing Date, provided, however, that, subject to
                              "Conditions to Extension" below, the maturity of
                              the Initial Loans will be automatically extended
                              on the Initial Maturity Date until the seventh
                              anniversary of the Closing Date (the "Extended
                              Maturity Date" and such extended maturity loans,
                              the "Extended Term Loans"). At any time on or
                              after the Initial Maturity Date at the option of
                              the applicable holder, Extended Term Loans may be
                              exchanged in whole or in part for senior exchange
                              notes (the "Exchange Securities"). The Extended
                              Term Loans will be governed by the provisions of
                              the Operative Documents and will have the same
                              material terms as the Initial Loans except as set
                              forth in this exhibit. When issued, the Exchange
                              Securities will be governed by an inden-



                              ture, compliant with the Trust Indenture Act, to
                              be entered into between Borrower and a trustee
                              that is acceptable to Borrower and the Lead
                              Arrangers, which indenture shall have the same
                              material terms as the Initial Loans except as set
                              forth in this exhibit.

Conditions to Extension:      Extension of the maturity of the Initial Loans is
                              subject to (i) none of Borrower or any significant
                              subsidiary (as defined in Regulation S-X under the
                              Securities Act of 1933, as amended) thereof being
                              subject to a bankruptcy or other insolvency
                              proceeding and (ii) the absence of a payment
                              default with respect to the Initial Loans.

Availability of the           The Exchange Securities will be available only in
Exchange Securities:          exchange for the Extended Term Loans. The
                              principal amount of any Exchange Security will
                              equal 100% of the aggregate principal amount (plus
                              any accrued interest that Borrower has elected, in
                              accordance with the terms of the Extended Term
                              Loans, not to pay in cash) of the Extended Term
                              Loan for which it is exchanged.

Guarantee:                    The obligations of Borrower in respect of the
                              Initial Loans, the Extended Term Loans and the
                              Exchange Securities will be unconditionally and
                              irrevocably guaranteed on a senior unsecured basis
                              (the "Guarantees") by all of Borrower's
                              subsidiaries, other than (i) any subsidiary that
                              is a "controlled foreign corporation" under
                              Section 957 of the Internal Revenue Code to the
                              extent such guarantee would result in a material
                              tax liability or (ii) to the extent such guarantee
                              by any subsidiary would be prohibited by the laws
                              governing such subsidiary or would require the
                              undertaking of an onerous approval process
                              pursuant to the laws governing such subsidiary.

Collateral:                   None.

Final Maturity Date:          The Final Maturity Date of the Exchange Securities
                              and the Extended Term Loans will be the seventh
                              anniversary of the Closing Date.

Interest Rates and Fees:      As set forth on Annex I hereto and in the Fee
                              Letter and Engagement Letter.

Ranking:                      The Initial Loans, the Extended Term Loans, the
                              Exchange Securities and the Asset Based Facility,
                              except to the extent of the assets securing the
                              Asset Based Facility, shall be pari passu for all
                              purposes.

                              The Initial Loans, the Extended Term Loans and the
                              Exchange Securities shall constitute senior debt.
                              Any subordinated debt of Borrower will be junior
                              to the Initial Loans, the Extended Term Loans and
                              the Exchange Securities.

Mandatory Redemption:         Borrower will be required to prepay Initial Loans
                              on a pro rata basis from the net proceeds (after
                              deduction of, among other things, mandatory
                              prepayments and certain permitted reinvestments
                              under the Asset Based Facility) from the
                              incurrence of any non-ordinary course debt by
                              Borrower or any of its subsidiaries (other than
                              under the Asset Based Facility) or the issuance of
                              any equity by Borrower

                                       2


                              (subject to ordinary course exceptions including
                              the issuance of shares upon the exercise of
                              options) or from all non-ordinary-course asset
                              sales by Borrower or any of its subsidiaries.

                              Borrower will be required to prepay all Initial
                              Loans and Extended Term Loans and offer to
                              repurchase all the Exchange Securities, at 100%
                              (or 101% in the case of Fixed Rate Exchange
                              Securities) of principal amount plus accrued and
                              unpaid interest, upon the occurrence of a change
                              of control (to be defined in the Facility).

Optional Prepayment:          The Initial Loans and Extended Term Loans may be
                              prepaid and the Exchange Securities may be
                              redeemed (subject to customary non-call provisions
                              relating to Fixed Rate Exchange Securities), in
                              whole or in part, at the option of Borrower, at
                              any time upon 10 days' prior notice, at par plus
                              accrued and unpaid interest, subject in the case
                              of Initial Loans and Extended Term Loans to
                              reimbursement of the Lenders' actual redeployment
                              costs in the case of a prepayment of LIBOR
                              borrowings other than on the last day of the
                              relevant interest period.

Fixed Rate Exchange           Each Lender shall have the right to fix the
Securities:                   interest rate on its Exchange Security (each such
                              Exchange Security being a "Fixed Rate Exchange
                              Security") at a rate not higher than the then
                              applicable rate of interest, except that upon the
                              representation of a Lender transferring an
                              Exchange Security that a higher rate (such higher
                              rate, the "Transfer Rate") is necessary in order
                              to permit such Lender to transfer such Exchange
                              Security to a third party and receive
                              consideration equal to the principal amount
                              thereof plus all accrued and unpaid interest to
                              the date of such transfer, such rate to be fixed
                              at a rate not higher than the Transfer Rate;
                              provided, however, that such Transfer Rate shall
                              not exceed a rate of 12.0% per annum (10.0% per
                              annum in cash).

                              Each Fixed Rate Exchange Security will be
                              non-callable for four years from the Closing Date
                              (subject to customary IPO clawback provisions) and
                              will be callable thereafter at par plus accrued
                              interest and a premium equal to one-half the
                              coupon in effect on the date of the fixing of the
                              interest rate on such Fixed Rate Exchange
                              Security, which premium shall decline ratably on
                              each anniversary of the Closing Date to zero on
                              customary terms; provided, however, that any Fixed
                              Rate Exchange Securities will be callable prior to
                              such 4th anniversary at a redemption price equal
                              to par plus accrued interest and a make-whole
                              premium calculated on the basis of a discount rate
                              equal to the then Treasury Rate (as defined in
                              Annex I to this exhibit) plus one-half of one
                              percent (0.50%).

Representations and           Usual for facilities and transactions of this type
Warranties:                   with customary exceptions and materiality
                              qualifications, including, without limitation:

                              1.  Corporate status and authority.

                              2.  Execution, delivery, and performance of
                                  Operative Documents do not violate law or
                                  other agreements.

                                       3


                              3.  No government or regulatory approvals
                                  required, other than approvals in effect.

                              4.  Due authorization, execution and delivery of
                                  Operative Documents; legality, validity,
                                  binding effect and enforceability of the
                                  Operative Documents.

                              5.  Ownership of subsidiaries.

                              6.  Accuracy of financial statements and other
                                  information.

                              7.  Solvency.

                              8.  No action, suit, investigation, litigation or
                                  proceeding pending or threatened in any court
                                  or before any arbitrator or governmental
                                  authority that could reasonably be expected to
                                  result in a material adverse change.

                              9.  Payment of taxes.

                              10. Accurate and complete disclosure.

                              11. Compliance with margin regulations.

                              12. No burdensome restrictions and no default
                                  under material agreements or the Operative
                                  Documents.

                              13. Inapplicability of the Investment Company Act
                                  and Public Utility Holding Company Act.

                              14. Use of proceeds.

                              15. Insurance.

                              16. Labor matters.

                              17. Compliance with laws and regulations,
                                  including ERISA, and all applicable
                                  environmental laws and regulations.

                              18. Ownership of properties and necessary rights
                                  to intellectual property.

Conditions Precedent          Usual for facilities and transactions of this
to Initial Loans:             type, including those specified in the Summary of
                              Additional Conditions Precedent as described in
                              Exhibit C to the Commitment Letter.

Affirmative Covenants:        In the case of the Initial Loans, usual for
                              facilities and transactions of this type (to be
                              applicable to Borrower and its subsidiaries),
                              including but not limited to, and subject, in each
                              case, to customary exceptions and materiality
                              qualifications to be agreed:

                              1.  Preservation of corporate existence.

                                       4


                              2.  Material compliance with laws (including ERISA
                                  and applicable environmental laws).

                              3.  Payment of taxes.

                              4.  Payment or performance of obligations.

                              5.  Delivery of independently audited annual
                                  consolidated and consolidating financial
                                  statements and unaudited quarterly
                                  consolidated and consolidating financial
                                  statements.

                              6.  Notices of default and litigation.

                              7.  Visitation rights.


                              8.  Maintenance of books and records.


                              9.  Maintenance of properties.

                              9.  Maintenance of insurance.

                              10. Use of proceeds.

                              In the case of the Exchange Securities, usual for
                              facilities and transactions of this type (to be
                              applicable to Borrower and its subsidiaries),
                              including but not limited to, and subject, in each
                              case, to customary exceptions to be agreed:

                              1.  Performance of obligations.

                              2.  Delivery of reports filed with the Securities
                                  and Exchange Commission.


                              3.  Delivery of compliance certificates.

                              Following the Initial Maturity Date, all
                              outstanding Extended Term Loans will be
                              automatically modified to bear affirmative
                              covenants substantially similar to the affirmative
                              covenants of the Exchange Securities.

Negative Covenants:           In the case of the Initial Loans, usual for
                              facilities and transactions of this type (to be
                              applicable to Borrower and its subsidiaries),
                              including but not limited to, and subject in each
                              case to customary exceptions and materiality
                              qualifications to be agreed:

                              1.  Limitations on liens.

                              2.  Limitations on debt (including debt incurred
                                  by direct and indirect subsidiaries and
                                  obligations in respect of foreign currency
                                  exchange and other hedging arrangements).

                              3.  Limitations on dividends, redemptions and
                                  repurchases with respect to capital stock.

                                       5


                              4.  Limitations on other prepayments, redemptions
                                  and repurchases of other debt (other than
                                  loans under the Asset Based Facility).

                              5.  Limitations on loans and investments.

                              6.  Limitations on mergers, consolidations, asset
                                  dispositions and sale/leaseback transactions.

                              7.  Limitations on transactions with affiliates.

                              8.  Limitations on changes in business conducted
                                  by Borrower and its subsidiaries.

                              9.  Limitations on amendment of debt and other
                                  material agreements.

                              10. Limitations on layered debt.

                              11. Limitations on the issuance and sale of
                                  capital stock of restricted subsidiaries.

                              12. Limitations on restrictions on distributions
                                  from subsidiaries.

                              In the case of the Exchange Securities, usual for
                              facilities and transactions of this type (to be
                              applicable to Borrower and its subsidiaries),
                              including but not limited to, and subject in each
                              case to customary exceptions and materiality
                              qualifications to be agreed:

                              1.  Limitations on debt.

                              2.  Limitations on liens.

                              3.  Limitations on mergers, consolidations, asset
                                  dispositions and sale/leaseback transactions.

                              4.  Limitations on the issuance and sale of
                                  capital stock of restricted subsidiaries.

                              5.  Limitations on restrictions on distributions
                                  from subsidiaries.

                              6.  Limitations on transactions with affiliates.

                              7.  Limitations on restricted payments.

                              8.  Limitations on layered debt.

                              Following the Initial Maturity Date, all
                              outstanding Extended Term Loans will be
                              automatically modified to bear negative covenants
                              substantially similar to the negative covenants of
                              the Exchange Securities.

Events of Default:

                              In the case of the Initial Loans, usual for
                              facilities and transactions of this type (to be
                              applicable to Borrower and its subsidiaries),
                              includ-

                                       6


                              ing but not limited to, and subject, in each case,
                              to customary exceptions to be agreed:

                              1.  Failure to pay principal, interest or any
                                  other amount when due.

                              2.  Representations or warranties materially
                                  incorrect when given.

                              3.  Failure to comply with covenants (with notice
                                  and cure periods as applicable).

                              4.  Cross-default and cross-acceleration to debt
                                  aggregating an amount to be agreed or more.

                              5.  Unsatisfied judgment or order in excess of an
                                  amount to be agreed individually or in the
                                  aggregate.

                              6.  Bankruptcy or insolvency.

                              7.  Invalidity of any Guarantee or any other
                                  Operative Document.

                              In the case of the Exchange Securities, usual for
                              facilities and transactions of this type and
                              others to be reasonably specified by the Agent,
                              including but not limited to, and subject, in each
                              case, to customary exceptions to be agreed:

                              1.  Failure to pay principal, interest or any
                                  other amount when due.

                              2.  Failure to comply with covenants (with notice
                                  and cure periods as applicable).

                              3.  Cross-acceleration to debt aggregating an
                                  amount to be agreed or more.

                              4.  Unsatisfied judgment or order in excess of an
                                  amount to be agreed individually or in the
                                  aggregate.

                              5.  Bankruptcy or insolvency.

                              6.  Invalidity of any Guarantee or any other
                                  Operative Document.

                              Following the Initial Maturity Date, all
                              outstanding Extended Term Loans will be
                              automatically modified to bear events of default
                              substantially similar to the events of default of
                              the Exchange Securities.

Registration Rights with      Borrower will file within 30 days after the
Respect to Exchange           Initial Maturity Date, and will use its best
Securities:                   efforts to cause to become effective as soon
                              thereafter as practicable, a shelf registration
                              statement with respect to the Exchange Securities
                              (a "Shelf Registration Statement") and/or a
                              registration statement relating to a Registered
                              Exchange Offer (as described below). If a Shelf
                              Registration Statement is filed, Borrower will
                              keep such registration statement effective and
                              available (subject to customary exceptions) until
                              it is no longer needed to permit unrestricted
                              resales of Exchange Securities (but in no event
                              longer than

                                       7


                              two years from the Initial Maturity Date).

                              If  within 120 days from the Initial Maturity
                              Date,

                              (a) a Shelf Registration Statement for the
                                  Exchange Securities has not been declared
                                  effective, or

                              (b) Borrower has not effected an exchange offer (a
                                  "Registered Exchange Offer") whereby Borrower
                                  has offered registered notes having terms
                                  identical to the Exchange Securities (the
                                  "Substitute Notes") in exchange for all
                                  outstanding Exchange Securities and Extended
                                  Term Loans, or

                              (c) the holders of Exchange Securities have not
                                  received Substitute Notes through the
                                  Registered Exchange Offer which, in the
                                  opinion of counsel, would be freely saleable
                                  by such holders without registration or
                                  requirement for delivery of a current
                                  prospectus under the Securities Act (other
                                  than a prospectus delivery requirement imposed
                                  on a broker-dealer who is exchanging Exchange
                                  Securities acquired for its own account as a
                                  result of market making or other trading
                                  activities) and Borrower has not made
                                  available a Shelf Registration Statement with
                                  respect to such Exchange Securities,

                              then Borrower will pay liquidated damages of
                              $0.192 per week per $1,000 principal amount of
                              Exchange Securities outstanding to holders of such
                              Exchange Securities who are unable freely to
                              transfer Exchange Securities from and including
                              the 121st day after the Initial Maturity Date to
                              but excluding the earlier of the effective date of
                              such Shelf Registration Statement or the date of
                              consummation of such Registered Exchange Offer
                              (such damages to be payable in the form of
                              additional Exchange Securities, if the then
                              interest rate thereon exceeds the cash interest
                              rate cap). Borrower will also pay such liquidated
                              damages for any period of time (subject to
                              customary exceptions) following the effectiveness
                              of a Shelf Registration Statement that such Shelf
                              Registration Statement is not available for
                              resales thereunder. In addition, unless and until
                              Borrower has consummated the Registered Exchange
                              Offer and, if required, caused the Shelf
                              Registration Statement to become effective, the
                              holders of the Exchange Securities will have the
                              right to "piggyback" the Exchange Securities in
                              the registration of any debt securities (subject
                              to customary scale-back provisions) that are
                              registered by Borrower (other than on a Form S-4)
                              unless all of the Exchange Securities and Initial
                              Loans will be redeemed or repaid from the proceeds
                              of such securities.

Voting:                       Amendments and waivers of the documentation for
                              the Initial Loans and the other definitive credit
                              documentation related thereto will require the
                              approval of Lenders holding at least a majority of
                              the outstanding Initial Loans, Extended Term Loans
                              and Exchange Securities, as applicable, except
                              that the consent of each affected Lender and/or
                              holder of an Exchange Security will be required
                              for, among other things, (i) reductions of
                              principal and interest rates and fees, (ii)
                              extensions of the Initial Maturity Date, (iii)
                              additional restrictions on the right to exchange
                              Initial Loans for Exchange Securi-

                                       8


                              ties or any amendment of the rate of such exchange
                              or (iv) any amendment to the Exchange Securities
                              that requires (or would, if any Exchange
                              Securities were outstanding, require) the approval
                              of all holders of Exchange Securities.

Assignment and                The Lenders will have the right to assign loans
Participation of Loans:       and commitments to their affiliates and to other
                              Lenders (and affiliates of such other Lenders) and
                              to any Federal Reserve Bank without restriction
                              and to other financial institutions, with the
                              consent, not to be unreasonably withheld, of the
                              Agent. Minimum aggregate assignment level (except
                              to affiliates of the assigning Lender and other
                              Lenders and their affiliates) of $5,000,000 and
                              increments of $1,000,000 in excess thereof. The
                              parties to the assignment (other than Borrower)
                              shall pay to the Agent an administrative fee of
                              $3,500.

                              Each Lender will have the right to sell
                              participations in its rights and obligations under
                              the loan documents, subject to customary
                              restrictions on the participants' voting rights.

Right to Transfer             The holders of the Exchange Securities shall have
Exchange Securities:          the absolute and unconditional right to transfer
                              such Exchange Securities in compliance with
                              applicable law to any third parties.

Yield Protection, Taxes       The loan documents will contain yield protection
and Other Deductions:         provisions, customary for facilities of this
                              nature, protecting the Lenders in the event of
                              unavailability of funding, funding losses, reserve
                              and capital adequacy requirements.

                              All payments to be free and clear of any present
                              or future taxes, withholdings or other deductions
                              whatsoever (other than income taxes in the
                              jurisdiction of the Lender's applicable lending
                              office).

Expenses and Indemnification: Customary provisions regarding expense
                              reimbursement and indemnification by the Credit
                              Parties.

Governing Law and Forum:      New York.

Counsel for the Lead          Cahill Gordon & Reindel LLP.
Arrangers:

                                       9


                                                                         ANNEX I
                                                                    TO EXHIBIT B

                              INTEREST RATES AND FEES

Initial Loans:                Before the Initial Maturity Date, the Initial
                              Loans will accrue interest at a rate per annum
                              equal to, at Borrower's election, either (i)
                              three-month reserve-adjusted LIBOR plus a spread
                              (the "LIBOR Spread," as defined below), or (ii)
                              the ABR (as defined below) plus a spread (the "ABR
                              Spread," as defined below).

                              The "LIBOR Spread" will initially be 500 basis
                              points. If Borrower chooses to pay interest at the
                              rate specified in clause (i), and the Initial
                              Loans are not repaid in whole within the
                              three-month period following the Closing Date, the
                              LIBOR Spread will increase by 50 basis points at
                              the end of such three-month period and shall
                              increase by an additional 50 basis points at the
                              end of each three month period thereafter until,
                              but excluding, the Initial Maturity Date.

                              The "ABR Spread" will initially be 400 basis
                              points. If Borrower chooses to pay interest at the
                              rate specified in clause (ii),and the Initial
                              Loans are not repaid in whole within the
                              three-month period following the Closing Date, the
                              ABR Spread will increase by 50 basis points at the
                              end of such three-month period and shall increase
                              by an additional 50 basis points at the end of
                              each three-month period thereafter until, but
                              excluding, the Initial Maturity Date.

                              "ABR" means the highest of (i) Citibank, N.A.'s
                              base rate, (ii) the three-month certificate of
                              deposit rate plus 1/2 of 1%, and (iii) the Federal
                              Funds Effective Rate plus 1/2 of 1%.

                              Notwithstanding the foregoing, (a) the interest
                              rate in effect at any time before the Initial
                              Maturity Date shall not exceed 12.0% per annum,
                              (b) the interest rate in effect at any time before
                              the Initial Maturity Date shall not be less than
                              8.25% per annum and (c) to the extent the interest
                              payable before the Initial Maturity Date on any
                              Initial Loan exceeds a rate of 10.0% per annum,
                              Borrower may, at its option, cause such excess
                              interest to be paid adding such excess interest to
                              the principal amount of such Initial Loan. In no
                              event shall the interest rate on the Initial Loans
                              exceed the highest rate permitted under applicable
                              law.

                              Calculation of interest shall be on the basis of
                              actual days elapsed in a year of 360 days (or 365
                              or 366 days, as the case may be, in the case of
                              ABR loans, except where ABR is determined pursuant
                              to clause (iii) of the definition thereof).

                              LIBOR will at all times include statutory
                              reserves.

                              Interest will be payable in arrears (a) for
                              Initial Loans accruing interest at a rate based on
                              LIBOR, at the end of each LIBOR period and on the
                              Initial Maturity Date and (b) for Initial Loans
                              accruing inter-

                                        1


                              est at a rate based on the Alternate Base Rate,
                              quarterly in arrears and on the Initial Maturity
                              Date.

Extended Term Loans           The Extended Term Loans and Exchange Securities
and Exchange Securities:      will bear interest at a rate equal to the Initial
                              Rate (as defined below) plus the Exchange Spread
                              (as defined below). Notwithstanding the foregoing,
                              the interest rate in effect at any time shall not
                              exceed 12.0% per annum nor be less than 8.25% per
                              annum, and to the extent the interest payable on
                              any Extended Term Loan or Exchange Security
                              exceeds a rate of 10.0% per annum, Borrower may,
                              at its option, cause such excess interest to be
                              paid by adding such excess to principal (in the
                              case of Extended Term Loans) or issuing additional
                              Exchange Securities in a principal amount equal to
                              such excess portion of interest. In no event shall
                              the interest rate on the Extended Term Loans or
                              Exchange Securities exceed the highest rate
                              permitted under applicable law.

                              "Exchange Spread" means 0 basis points during the
                              3 month period commencing on the Initial Maturity
                              Date and shall increase by 50 basis points at the
                              beginning of each subsequent 3 month period.

                              "Initial Rate" shall be determined on the Initial
                              Maturity Date and shall equal the interest rate
                              borne by the Initial Loans on the day immediately
                              preceding the Initial Maturity Date plus 50 basis
                              points.

                              Interest on the Exchange Securities and Extended
                              Term Loans will be payable quarterly in arrears
                              (or semiannually in arrears for Fixed Rate
                              Exchange Securities).

                                        2


CONFIDENTIAL                                                           EXHIBIT C

                   SUMMARY OF ADDITIONAL CONDITIONS PRECEDENT

All capitalized terms used herein but not defined herein shall have the meanings
provided in the Commitment Letter (including the other exhibits thereto) to
which this Summary of Additional Conditions Precedent is attached.

The borrowing under the Facility shall be subject to the following additional
conditions precedent:

      1. CONSUMMATION OF ACQUISITION. The Acquisition shall have been
consummated or shall be consummated simultaneously with or immediately following
the closings under the Facility in accordance with the Acquisition Agreement and
all other related documentation (without amendment, modification or waiver
thereof which is adverse to the Lenders without the prior consent of the
Lenders). Sources and uses of funds shall be substantially as set forth in
Exhibit A.

      2. ACQUIRED BUSINESS FINANCIAL STATEMENTS. Not later than 30 days before
the Closing Date, the Lenders shall have received (a) audited consolidated and
consolidating balance sheets and related statements of income, stockholders'
equity and cash flows of each of Borrower and the Acquired Business for the
three fiscal years ended before the Closing Date and (b) to the extent
available, unaudited consolidated and consolidating balance sheets and related
statements of income, stockholders' equity and cash flows of each of Borrower
and the Acquired Business for each completed fiscal quarter since the date of
such audited financial statements (and, to the extent available, for each
completed month since the last such quarter), which audited and unaudited
financial statements shall be prepared in accordance with, or reconciled to,
United Stated generally accepted accounting principles ("U.S. GAAP").

      3. PRO FORMA FINANCIAL STATEMENTS; PROJECTIONS. The Lenders shall have
received a pro forma consolidated balance sheet of Borrower as of the Closing
Date, after giving effect to the Transactions, together with a certificate of
the chief financial officer of Borrower to the effect that such statements
accurately present the pro forma financial position of Borrower and its
subsidiaries in accordance with U.S. GAAP. Borrower shall have delivered its
most recent projections through the 2010 fiscal year, prepared on a quarterly
basis through the end of 2007.

      4. SOLVENCY. The Lenders shall have received a solvency certificate, in
form and substance and from the chief financial officer of Borrower, together
with such other evidence reasonably requested by the Lenders, confirming the
solvency of Borrower and its subsidiaries on a consolidated basis after giving
effect to the Transactions.

      5. CONSENTS. All requisite material governmental authorities and, except
as would not reasonably be expected to have or result in a Material Adverse
Effect (as defined in Section 1(b) of the Commitment Letter without giving
effect to clause (ii) of such definition), all third parties shall have approved
or consented to the Transactions to the extent required, all applicable appeal
periods shall have expired and there shall be no material governmental or
judicial action, actual or threatened, that could reasonably be expected to
materially restrain, prevent or impose burdensome conditions on the Transactions
or the other transactions contemplated hereby.

      6. WORKING CAPITAL FACILITY. The Borrower shall have entered into a
working capital facility on terms and conditions reasonably satisfactory to the
Lead Arrangers and the Lenders based on the working capital needs of the
Borrower; it being understood that the terms and conditions of the Asset Based
Facility (including but not limited to terms and conditions relating to the
interest rate, fees, amortization, maturity, subordination, covenants, events of
defaults and remedies) as contemplated in the commitment letter dated April 17,
2005 between the Borrower and the lenders thereto are satisfactory to the Lead
Arrangers and the Lenders.

                                        1


      7. OFFERING DOCUMENT FOR NOTES; RATING OF NOTES. The Lead Arrangers shall
have received, not later than 30 days prior to the Closing Date, a complete
printed preliminary prospectus or preliminary offering memorandum or preliminary
private placement memorandum suitable for use in a customary "high-yield road
show" relating to the Notes, which contains all financial statements and other
data to be included therein (including all audited financial statements, all
unaudited financial statements (which shall have been reviewed by the
independent accountants for Borrower as provided in Statement on Auditing
Standards No. 100) and all appropriate pro forma financial statements prepared
in accordance with, or reconciled to, U.S. GAAP and prepared in accordance with
Regulation S-X under the Securities Act), and all other data (including selected
financial data) that the Securities and Exchange Commission would require in a
registered offering of the Notes as applicable or that would be necessary for
the Lead Arrangers to receive customary "comfort" (including "negative
assurance" comfort) from independent accountants in connection with the offering
of the Notes. Upon delivery of such prospectus, offering memorandum or private
placement memorandum, Borrower will cause its senior management personnel to
participate in a customary road show for the sale of the Notes. The Lead
Arrangers shall have been afforded a period of at least 30 days following
receipt of the material described in the foregoing to seek to place the Notes
with qualified purchasers thereof. The Notes shall have been rated by both
Moody's and S&P at least 30 days prior to the proposed Closing Date and the Lead
Arrangers shall have received confirmation thereof.

      8. MISCELLANEOUS CLOSING CONDITIONS. Other customary closing conditions,
including delivery of satisfactory legal opinions of Borrower's and the Lead
Arrangers' counsel; other financial information to be agreed; accuracy of
representations and warranties; absence of defaults, prepayment events or
creation of liens under debt instruments or other agreements as a result of the
transactions contemplated hereby; evidence of authority; compliance with
applicable laws and regulations; and payment of fees and expenses.

                                       2

                                                                    EXHIBIT 10.5

                                                                  April 17, 2005

GameStop Corp.
2250 William D. Tate Ave.
Grapevine, Texas 76501

Attention: Mr. David Carlson
           Chief Financial Officer

Dear Mr. Carlson:

1.    COMMITMENT

      We are pleased to advise you of the commitment of Bank of America, N.A.
("BOFA"), Merrill Lynch Capital, a division of Merrill Lynch Business Financial
Services Inc. ("ML") and Citigroup (as defined below), subject to the terms and
conditions hereof, to provide a senior secured revolving credit facility in the
amount of $400,000,000 (the "REVOLVING CREDIT FACILITY") in favor of (a) a
holding company that upon the consummation of the Acquisition of the Target (the
identity of which the Agents and the Arrangers have previously been advised)
will hold all of the equity interests of GameStop Corp. and the Target, (b)
GameStop Corp., (c) the Target, and (d) certain of the subsidiaries of each of
the foregoing (collectively, the "BORROWER"), all as contemplated on the Summary
of Terms and Conditions (the "TERM SHEET") annexed to this letter as EXHIBIT A.
Each of BofA, ML, and Citigroup severally commits that each such institution
will participate in thirty-three and one-third percent (33 1/3%) of the
Revolving Credit Facility. For purposes of this letter, "Citigroup" means
Citigroup Global Markets Inc. ("CGMI"), Citibank, N.A., Citicorp USA, Inc.,
Citicorp North America, Inc. and/or any of their affiliates as may be
appropriate to consummate the transactions contemplated herein.

2.    AGENTS

      BofA will act as Administrative Agent and Collateral Agent (and is
referred to herein in such capacity as the "ADMINISTRATIVE AGENT") for itself
and other lenders (the "LENDERS") which fund the Revolving Credit Facility. An
affiliate of CGMI will act as Syndication Agent (the "SYNDICATION AGENT"). ML
will act as Documentation Agent (the "DOCUMENTATION AGENT" and collectively with
the Administrative Agent and the Syndication Agent, the "AGENTS").

3.    SYNDICATION

      BofA, ML, and CGMI reserve the right to syndicate the Revolving Credit
Facility to other lenders. In such event, Banc of America Securities LLC., CGMI
and ML will act as the Joint Lead Arrangers and Joint Lead Bookrunners (in such
capacity, the "ARRANGERS") and as the exclusive syndication managers for the
Revolving Credit Facility and, in such capacity, the Arrangers will perform the
duties and exercise the authority customarily associated with such role. No
additional agents, arrangers or syndication managers will be appointed with
respect to



GameStop Corp.
April 17, 2005
Page 2

the syndication of the Revolving Credit Facility. The Arrangers, in their sole
discretion, but in consultation with the Borrower, will manage all aspects of
the syndication of the Revolving Credit Facility, including the selection of
lenders reasonably acceptable to the Borrower and the Arrangers, the
determination of when to approach potential lenders, the titles and roles given
various lenders, and the final allocation of the commitments among the lenders.
Subject to the preceding sentence, the Arrangers shall, in all events, have the
final say concerning all aspects of the syndication. BofA, ML, and Citigroup
shall be released from a portion of their respective commitments hereunder in an
aggregate amount equal to the commitment of those lenders which commit and
subscribe to the Revolving Credit Facility. In connection therewith, each of
BofA, ML, and Citigroup shall be reduced to a hold level reasonably satisfactory
to the Arrangers.

      The Borrower will be reasonably responsive in assisting the Arrangers in
achieving a successful syndication, including (a) direct contact during the
syndication between the Borrower's senior officers, representatives, and
advisors, on the one hand, and the Arrangers; and (b) providing the Arrangers
with all such financial and other information in the Borrower's possession with
respect to the Borrower and the transactions contemplated by this letter,
including but not limited to financial projections and forecasts relating to the
foregoing not presently in the possession of the Arrangers and which the
Arrangers reasonably may request from time to time.

      The provisions of this Paragraph 3 shall survive any closing of the
Revolving Credit Facility in the event that a successful syndication has not
been completed at the time of such closing.

4.    INDEMNIFICATION

      Whether or not the credit facility contemplated hereby is established, the
Borrower agrees to indemnify and hold harmless each Agent, BofA, ML, Citigroup,
the Arrangers, the Lenders, and their respective participants, directors,
officers, employees, affiliates, agents, attorneys, accountants, consultants and
each other entity, if any, who controls any of the foregoing, and to hold such
persons and entities (each, an "INDEMNIFIED PERSON") harmless from and against
all losses, claims, damages, liabilities and expenses, joint or several, to
which any such person or entity may become subject arising out of or in
connection with this letter, the Term Sheet, the Revolving Credit Facility, the
use of proceeds of the extensions of credit thereunder or any related
transaction or any claim, litigation, investigation or proceeding relating to
any of the foregoing, regardless of whether any of such Indemnified Persons is a
party thereto, and to reimburse each Indemnified Person upon demand for any
reasonable legal or other expenses incurred in connection with investigating or
defending any of the foregoing; provided, however, the foregoing indemnification
shall not be available, as to any Indemnified Person, on account or in respect
to any claim in which a final judgment has been entered by a court of competent
jurisdiction finding that such Indemnified Person had acted with gross
negligence, willful misconduct or in bad faith. In all such litigation, or the
preparation therefor, the Agents and such Indemnified Party shall be entitled to
select their own counsel and the Borrower agrees

                                       2


GameStop Corp.
April 17, 2005
Page 3

to pay promptly the reasonable fees and expenses of such counsel, provided that
the Indemnified Parties who are not the Agents shall be entitled to
reimbursement for no more than one counsel representing all such Indemnified
Parties (absent a conflict of interest, in which case the Indemnified Parties
may engage and be reimbursed for additional counsel).

      The Borrower also agrees that neither any Indemnified Person, nor any of
their respective affiliates, partners, directors, officers, agents, employees or
controlling persons, shall have any liability to the Borrower, any person
asserting claims on behalf or in right of the Borrower or any other person in
connection with or as a result of either the syndication or any matter referred
to herein or in the loan documentation except for any claim in which a final
judgment has been entered by a court of competent jurisdiction finding that such
Indemnified Person had acted with gross negligence, willful misconduct or in bad
faith.

      No Indemnified Person shall be liable for any indirect, special, punitive,
or consequential damages in connection with or arising out of this letter or the
transactions contemplated hereby. The indemnification contained in this Section
4 shall survive any termination of the commitments hereunder.

5.    REIMBURSEMENT

      The Borrower shall reimburse the Agents, BofA, ML, Citigroup, and the
Arrangers from time to time on demand for reasonable out-of-pocket expenses
(including, but not limited to, reasonable expenses of due diligence
investigation, reasonable syndication expenses, reasonable travel expenses and
reasonable fees, disbursements and charges of its counsel), in each instance
incurred in connection with the Revolving Credit Facility and the preparation of
this letter, the Term Sheet and the definitive documentation for the Revolving
Credit Facility, whether or not the transactions contemplated by this letter are
closed.

      Upon acceptance of this commitment letter, the Borrower shall pay to the
Administrative Agent the sum of $100,000 (the "EXPENSE DEPOSIT"). The Expense
Deposit shall be applied to reimburse the Agents, BofA, ML, Citigroup, the
Arrangers for any fees and expenses reasonably incurred in connection with the
transaction contemplated by this letter (including, without limitation,
reasonable legal, appraisal, and commercial finance examination fees). From time
to time, the Borrower shall furnish supplemental Expense Deposits in such
amounts as may be reasonably requested by the Agents and the Arrangers. In any
event, the Borrower shall remain obligated to reimburse the Agents, BofA, ML,
Citigroup, the Arrangers for any fees and expenses reasonably incurred in
connection with the transaction contemplated by this letter (including, without
limitation, reasonable legal, appraisal, and commercial finance examination
fees) not covered by the Expense Deposit. The provisions of this paragraph shall
survive any closing of the Revolving Credit Facility and any termination of
BofA's, ML's, or Citigroup's commitments hereunder. All amounts payable under
this Section 5 shall not be subject to counterclaim or offset for, or otherwise
be affected by, any claim or dispute relating to any other matter.

                                       3


GameStop Corp.
April 17, 2005
Page 4

6.    CLOSING

      This letter shall terminate unless accepted by the Borrower on or before
5:00 p.m. (New York time) on April 18, 2005, by signing below and returning this
letter so signed to the Administrative Agent. Further, after this letter is so
accepted, this letter and the commitments herein contained may be terminated by
the Agents and the Arrangers and shall be of no further force or effect, if
either the Expense Deposit or a non-refundable deposit of $500,000 (the
"NON-REFUNDABLE DEPOSIT") shall not have been paid to the Administrative Agent
on or before 5:00 p.m. (New York time) on April 18, 2005. Time and strict
performance are of the essence with respect to all of the terms, conditions and
provisions of this letter.

      If the Revolving Credit Facility closes, the Non-Refundable Deposit shall
be applied by the Administrative Agent toward the Underwriting Fee (as defined
in the Fee Letter) payable by the Borrower on the Closing Date. If the Revolving
Credit Facility is not consummated, BofA, ML, and Citigroup and their respective
affiliates may retain the Non-Refundable Deposit towards compensation for their
lost opportunity costs and their efforts to establish the facility contemplated
by this letter.

      If this letter is so accepted, then, subject to the terms and conditions
of this letter, BofA, ML, and Citigroup would be obligated to establish the
Revolving Credit Facility if all conditions precedent thereto are satisfied (as
reasonably determined by each of the Agents) on or before October 31, 2005
provided that such date shall be automatically extended to December 31, 2005 to
the extent the Outside Date (as defined in the Merger Agreement for the
acquisition of the Target) is extended to December 31, 2005 pursuant to Section
8.1(b)(i) of the Merger Agreement (as in effect on the date of its execution).

      This letter does not constitute an unconditional commitment to lend. Such
a commitment will exist only following: the execution and delivery of definitive
loan documents (each in form reasonably satisfactory to each of the Agents); the
recordation of such instruments and documents as the Administrative Agent
reasonably determines to be appropriate under the circumstances; and the
satisfaction of all conditions precedent referenced herein, in the Term Sheet,
or in any of the loan documents.

7.    NONTRANSFERABILITY OF COMMITMENT

      The identity of the Borrower is of material importance to each of BofA,
ML, and Citigroup. Consequently, this commitment may not be assigned or
transferred by the Borrower. BofA, ML, and/or Citigroup may assign its
obligations (a) under this commitment to any present or future affiliate, or (b)
after the closing of the Revolving Credit Facility, in accordance with the loan
documentation.

8.    NON-DISCLOSURE OF COMMITMENT; EXCLUSIVE DEALINGS

                                       4


GameStop Corp.
April 17, 2005
Page 5

      The Borrower covenants that, from and after the date of this letter, and
until the consummation of the transactions contemplated herein (including
successful completion of the syndication, as determined by the Arrangers) or the
expiry of the commitment provided for herein, the Borrower (and its affiliates,
officers, directors, employees, agents and representatives) shall not directly
or indirectly solicit, initiate, encourage, facilitate, discuss, syndicate,
issue, or attempt to syndicate or issue, announce or authorize the announcement
of the syndication or issuance of, (a) any other bank financing of the Borrower,
or (b) any debt facility or debt security (including renewals thereof) (other
than the Bridge/Permanent Facility (as defined in the Term Sheet) and any
substitutions thereof or replacements therefore (subject to the provisions of
Paragraph 9 of the "Conditions Precedent" in the Term Sheet)), in each case,
without the prior written consent of the Arrangers. For purposes of
clarification, the foregoing covenant shall not be applicable to the extent that
the transactions contemplated herein are not consummated due to the condition
set forth in Paragraph 9 of the "Conditions Precedent" in the Term Sheet.

      Except as, and only to the extent required under applicable laws, the
Borrower shall maintain as confidential the terms or conditions of this letter,
the Term Sheet, or the Fee Letter. Without limiting the foregoing, this letter
and the Term Sheet may not be disclosed by the Borrower to any persons
(including any existing lenders of the Borrower) other than (a) the
Bridge/Permanent Agent and its officers, directors, employees and affiliates and
its accountants, financial advisors, and counsel, (b) the Target and its
officers, directors, employees and affiliates and its accountants, financial
advisors, and counsel, and (c) the officers, directors, employees and affiliates
of the Borrower and its accountants, financial advisors, and counsel. The
knowing and intentional failure to comply with the foregoing provisions shall,
at the option of BofA, ML, or Citigroup, as applicable, automatically terminate
any and all of its respective obligations with respect to the financing
contemplated hereunder; except that the confidentiality provisions of this
Section 8 shall survive any such termination.. Notwithstanding anything to the
contrary herein, the Borrower (and each of its affiliates, employees,
representative, and agents) may disclose to any and all persons, without
limitation, the structure and tax aspects of the transaction contemplated
hereby, and all materials of any kind (including opinions and other tax
analyses) that are provided to the Borrower related to such structure and tax
aspects.

9.    GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

      This Commitment Letter and the Fee Letter accompanying this letter shall
be governed by and construed in accordance with, the laws of the State of New
York. The Borrower agrees that any legal action, proceeding, case, or
controversy against the Borrower with respect to this letter or the Revolving
Credit Facility may be brought in any New York state court or federal court
sitting in New York City, as the Administrative Agent may elect in its sole
discretion. By acceptance of this letter, the Borrower for itself and in respect
of its property, accepts, submits, and consents generally and unconditionally,
to the non-exclusive jurisdiction of the aforesaid courts. The Borrower WAIVES
any objection based on forum non conveniens and any objection to venue of any
action or proceeding instituted under or with respect to this letter or the
Revolving Credit Facility and consents to the granting of such legal or
equitable remedy as is

                                       5


GameStop Corp.
April 17, 2005
Page 6

deemed appropriate by the relevant court. The Borrower further agrees that any
action commenced by the Borrower asserting any claim or counterclaim arising
under or in connection with this letter or the Revolving Credit Facility shall
be brought solely in any New York state court or federal court sitting in New
York City and that such courts shall have exclusive jurisdiction with respect to
any such action.

      The Borrower, the Agents, BofA, ML, Citigroup, the Arrangers make each of
the following waivers knowingly, voluntarily, and intentionally, and understand
that the Agents, BofA, ML, Citigroup, the Arrangers, in providing this letter,
and the Borrower, are each relying on such waivers.

      THE BORROWER, THE AGENTS, BOFA, ML, CITIGROUP, AND THE ARRANGERS EACH
WAIVES THE FOLLOWING:

      THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE
BORROWER, THE AGENTS, BOFA, ML, CITIGROUP, THE ARRANGERS, OR ANY LENDER TO WHICH
A PART OF THE REVOLVING CREDIT FACILITY IS PARTICIPATED, IS OR BECOMES A PARTY
(WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE BORROWER, THE
AGENTS, BOFA, ML, CITIGROUP, THE ARRANGERS, AND/OR SUCH LENDER OR PARTICIPANT OR
IN WHICH THE BORROWER, THE AGENTS, BOFA, ML, CITIGROUP, THE ARRANGERS, OR SUCH
LENDER OR PARTICIPANT, IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY
ARISES OUT OF OR IS IN RESPECT OF, ANY RELATIONSHIP AMONGST OR BETWEEN THE
BORROWER OR ANY OTHER PERSON AND THE AGENTS, BOFA, ML, CITIGROUP, THE ARRANGERS,
OR SUCH LENDER.

                                       6


GameStop Corp.
April 17, 2005
Page 7

      If the foregoing is in accordance with your understanding of our
agreement, please sign this letter in the space indicated below and return it to
the Administrative Agent.

                                            Very truly yours,

                                            BANK OF AMERICA, N.A.

                                            By /s/ Stephen S. Garvin
                                               ---------------------------------
                                            Title: Managing Director

                                            CITIGROUP GLOBAL MARKETS INC.

                                            By /s/ William Washburn
                                               ---------------------------------
                                            Title: Vice President and Director

                                            BANC OF AMERICA SECURITIES LLC

                                            By /s/ Thomas J. Bullard
                                               ---------------------------------
                                            Title: Managing Director

                                            MERRILL LYNCH CAPITAL, a division
                                            of MERRILL LYNCH BUSINESS
                                            FINANCIAL SERVICES INC.

                                            By /s/ Michele Kovatchis
                                               ---------------------------------
                                            Title: Director

The foregoing is agreed to:
GAMESTOP CORP.

By /s/ David W. Carlson
   ----------------------------------
Title:  Executive Vice President and
        Chief Financial Officer
Dated:  April 17, 2005

                                       7


GameStop Corp.
April 17, 2005
Page 8

                         SUMMARY OF TERMS AND CONDITIONS
                                 GAMESTOP CORP.
              $400,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY

                                 APRIL 17, 2005

BORROWERS:                    Collectively, (a) a holding company that upon the
                              consummation of the Acquisition of the Target (the
                              identity of which the Agents and the Arrangers
                              have previously been advised) will hold all of the
                              equity interests of GameStop Corp. and the Target,
                              (b) GameStop Corp., (c) the Target, and (d)
                              certain of the subsidiaries of each of the
                              foregoing (collectively, the "Borrower").

GUARANTORS:                   All wholly owned domestic subsidiaries. Foreign
                              subsidiaries shall not be required to be
                              Guarantors.

ADMINISTRATIVE AGENT:         Bank of America, N.A.

COLLATERAL AGENT:             Bank of America, N.A. (in its capacities as
                              Administrative Agent and Collateral Agent, the
                              "Administrative Agent").

JOINT LEAD ARRANGERS
AND JOINT LEAD
BOOKRUNNNERS:                 Banc of America Securities LLC., Citigroup Global
                              Markets Inc. ("CGMI") and Merrill Lynch Capital, a
                              division of Merrill Lynch Business Financial
                              Services Inc. (collectively, the "Arrangers").

SYNDICATION AGENT:            An affiliate of CGMI (the "Syndication Agent").

DOCUMENTATION AGENT:          Merrill Lynch Capital, a division of Merrill Lynch
                              Business Financial Services Inc. (the
                              "Documentation Agent" and collectively with the
                              Administrative Agent and the Syndication Agent,
                              the "Agents")

LENDERS:                      A syndicate of financial institutions, including
                              the Agents and an affiliate of CGMI, which
                              institutions shall be acceptable to the Borrower
                              and the Arrangers.

SENIOR SECURED
CREDIT FACILITY:              Five-year Senior Secured Revolving Credit Facility
                              (herein referred to as the "Revolving Credit
                              Facility" or the "Facility") in the initial amount
                              of $400,000,000 (the

                                       8


GameStop Corp.
April 17, 2005
Page 9

                              "Facility Cap"), which will include a $50,000,000
                              sublimit for the issuance of letters of credit
                              (the "Letters of Credit").

PURPOSE:                      The Facility shall be used for refinancing of
                              existing working capital indebtedness of the
                              Borrower and the Target, and, at the Borrower's
                              option, for refinancing of other indebtedness, to
                              pay transaction costs in connection with the
                              acquisition of the Target and for other general
                              corporate purposes, including letters of credit,
                              working capital, capital expenditures, dividends,
                              share repurchases and acquisitions permitted under
                              the documentation for the Facility.

LETTERS OF CREDIT:            A portion of the Revolving Credit Facility, not in
                              excess of $50,000,000, shall be available for the
                              issuance of Letters of Credit by Bank of America,
                              N.A. or an affiliate of CGMI (in such capacity the
                              "Issuing Lender"). No Letter of Credit shall have
                              an expiration date after the earlier of (i) one
                              year after the date of issuance and (ii) five
                              business days prior to the Maturity of the
                              Revolving Credit Facility, provided that any
                              Letter of Credit with a one-year term may provide
                              for the renewal thereof for additional one-year
                              periods (which shall in no event extend beyond the
                              date referred to in clause (ii) above).

L/C ISSUING BANK:             Bank of America, N.A. or an affiliate of CGMI.

CLOSING:                      To be mutually agreed upon by the Agents and the
                              Borrower, but in any event no later than October
                              31, 2005, provided that such date shall be
                              automatically extended to December 31, 2005 to the
                              extent the Outside Date (as defined in the Merger
                              Agreement for the acquisition of the Target) is
                              extended to December 31, 2005 pursuant to Section
                              8.1(b)(i) of the Merger Agreement (as in effect on
                              the date of its execution).

MATURITY:                     The Facility shall terminate and all amounts
                              outstanding thereunder shall be due and payable in
                              full five years from Closing.

PRIORITY AND SECURITY:        The Facility will be secured by a first priority
                              perfected security interest in all assets of the
                              Borrower and the Guarantors, including, without
                              limitation, (i) inventory, (ii) accounts
                              receivable, including credit card receivables,
                              (iii)

                                       9


GameStop Corp.
April 17, 2005
Page 10

                              documents, (iv) general intangibles, including
                              trade names, trademarks and other intellectual
                              property, (v) furniture, fixtures and equipment,
                              (vi) bank and investment accounts, (vii)
                              investment property, including a pledge of
                              subsidiary stock (foreign subsidiary pledge will
                              be limited to 65% of the capital stock), (viii)
                              owned real estate, (ix) claims and causes of
                              action relating to the foregoing, and (x) all
                              proceeds of the foregoing, whether now owned or
                              hereafter acquired.

BORROWING BASE/
ADVANCE RATES:                The aggregate amount of Loans and Letters of
                              Credit outstanding under the Facility shall never
                              exceed the lesser of the (a) Borrowing Base and
                              (b) the Facility Cap.

                              Borrowing Base: (i) The sum of lesser of (A) the
                              cost of Eligible Inventory (as defined in the
                              Borrower's existing Credit Agreement, subject to
                              adjustment after completion of due diligence)
                              multiplied by the inventory advance rate, or (B)
                              90% of the net appraised inventory liquidation
                              value, plus (ii) 85% of Eligible Credit Card
                              Receivables (to be defined in the definitive loan
                              documentation), less (iii) reserves.

                              Inventory Advance Rate: The initial inventory
                              advance rate for the Borrower's inventory will be
                              55%. The initial inventory advance rate for the
                              Target's inventory will be set at 50%. The
                              inventory advance rates may be adjusted after the
                              completion of due diligence as set forth below.

                              From the due diligence process, the Administrative
                              Agent may adjust the Borrowing Base, advance
                              rates, and the standards of eligibility and
                              reserves. The due diligence will include but not
                              be limited to an inventory appraisal and a
                              commercial finance examination of the Borrower and
                              the Target.

                              Borrowing Base collateral reporting will be
                              provided to the Administrative Agent on a monthly
                              basis, provided that no Event of Default has
                              occurred. After the occurrence of the earlier of
                              (i) uncapped (i.e. without regard to the Facility
                              Cap) availability under the Borrowing Base falls
                              below 20% of the Borrowing Base, or (ii) an Event
                              of Default, the

                                       10


GameStop Corp.
April 17, 2005
Page 11

                              Administrative Agent may require Borrowing Base
                              collateral reporting on a weekly basis.

INTEREST RATES:               As set forth in Addendum I.

FEES/EXPENSES:                As set forth in Addendum I.

MANDATORY PREPAYMENTS
AND COMMITMENT
REDUCTIONS:                   The Borrower shall not be required to make any
                              prepayments of the Facility except (i) if, and to
                              the extent that, the total credit extensions
                              exceed the lesser of the then amounts available
                              under the Borrowing Base, or the Facility Cap (as
                              such may be reduced by the Borrower as provided
                              below), and (ii) as may be required by the Lenders
                              after the occurrence and during the continuance of
                              an event of default.

OPTIONAL PREPAYMENTS
AND COMMITMENT
REDUCTIONS:                   The Borrower may prepay the Facility, in whole or
                              in part at any time without penalty, subject to
                              reimbursement of each Lender's breakage and
                              redeployment costs in the case of prepayment of
                              LIBOR borrowings. The unutilized portion of any
                              commitment under the Facility may be irrevocably
                              canceled by the Borrower in whole or in part. Such
                              optional prepayments and commitment reductions
                              will be required to be in minimum amounts to be
                              determined.

CONDITIONS PRECEDENT:         Closing shall be conditioned upon satisfaction of
                              the following conditions precedent and other
                              conditions customary to transactions of this type,
                              or reasonably required by the Agents and the
                              Arrangers.

                              1.    Preparation, execution and delivery of
                                    definitive documentation (the "Definitive
                                    Documentation") satisfactory to the
                                    Administrative Agent and the Arrangers
                                    (including a certified Borrowing Base
                                    certificate and reasonably appropriate
                                    security documentation).

                              2.    Legal opinions of counsel to the Borrower
                                    and Guarantors reasonably satisfactory in
                                    form and

                                       11


GameStop Corp.
April 17, 2005
Page 12

                                    substance to the Administrative Agent and
                                    the Arrangers including, without limitation,
                                    with respect to the enforceability and
                                    perfection of the Administrative Agent's
                                    security interests.

                              3.    Not later than 30 days before the Closing
                                    Date, the Agents shall have received (a)
                                    audited consolidated and consolidating
                                    balance sheets and related statements of
                                    income, stockholders' equity and cash flows
                                    of each of GameStop Corp. and the Target for
                                    the three fiscal years ended before the
                                    Closing Date and (b) to the extent
                                    available, unaudited consolidated and
                                    consolidating balance sheets and related
                                    statements of income, stockholders' equity
                                    and cash flows of each of GameStop Corp. and
                                    the Target for each completed fiscal quarter
                                    since the date of such audited financial
                                    statements (and, to the extent available,
                                    for each completed month since the last such
                                    quarter), which audited and unaudited
                                    financial statements shall be prepared in
                                    accordance with, or reconciled to, United
                                    Stated generally accepted accounting
                                    principles ("GAAP").

                              4.    The Administrative Agent shall have filed
                                    all such financing statements and shall have
                                    given all such notices as may be necessary
                                    for the Administrative Agent to perfect its
                                    security interest in the collateral and to
                                    assure its first-priority status therein.

                              5.    The accuracy and completeness in all
                                    material respects of all representations
                                    that GameStop Corp., the Target and their
                                    respective affiliates make to the Agents and
                                    the Arrangers and all information (other
                                    than financial projections) that GameStop
                                    Corp., the Target and their respective
                                    affiliates furnish to the Agents and the
                                    Arrangers.

                              6.    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 the Target, other than any
                                    changes, effects, events, occurrences or
                                    state of

                                       12


GameStop Corp.
April 17, 2005
Page 13

                                    facts relating to (i) the economy or
                                    financial markets in general, (ii)
                                    negotiation and entry into the Merger
                                    Agreement, the announcement of the Merger
                                    Agreement or the undertaking and performance
                                    or observance of the obligations
                                    contemplated by the Merger 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), (iii) fluctuation in
                                    GameStop Corp.'s or the Target's stock price
                                    (iv) the effect of incurring and paying
                                    Expenses (as defined in the Merger
                                    Agreement) in connection with negotiating,
                                    entering into, performing and consummating
                                    the transactions contemplated by the Merger
                                    Agreement, (v) changes in GAAP after the
                                    date hereof, and (vi) product shortages and
                                    delays in product introductions consistent
                                    with those that occurred in 2004; ;
                                    provided, that with respect to clause (i)
                                    such changes, effects, events, occurrences
                                    or state of facts do not disproportionately
                                    affect such Persons (as defined in the
                                    Merger Agreement) 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
                                    the Merger Agreement (including Section 6.5
                                    thereof, 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.

                              7.    The consummation of the acquisition of the
                                    Target on the terms set forth in the Merger
                                    Agreement dated on or about the date hereof,
                                    with such modifications as the Target and
                                    the Borrower may agree (other than
                                    amendments, modifications or waivers which
                                    are adverse to the Lenders, which
                                    modifications, amendments or waivers shall
                                    be reasonably acceptable to the Agents and
                                    the Arrangers).

                                       13


GameStop Corp.
April 17, 2005
Page 14

                              8.    The Borrower shall have received the
                                    proceeds from a senior bridge facility or
                                    permanent securities (the "Bridge/Permanent
                                    Facility") which Bridge/Permanent Facility
                                    shall be consistent with the terms
                                    previously disclosed to the Agents, with
                                    such modifications as the agents under the
                                    Bridge/Permanent Facility and the Borrower
                                    may agree (other than modifications which
                                    are adverse to the Lenders, which
                                    modifications shall be reasonably acceptable
                                    to the Agents and the Arrangers).

                              9.    The proposed financing is subject to the
                                    condition that no material changes in
                                    governmental regulations or policies
                                    affecting any Lender's ability to perform
                                    its obligations under the commitment letter
                                    occur prior to the Closing Date.

                              10.   There shall be no defaults or events of
                                    default on the Closing Date under the
                                    definitive documents for the Facility.

                              11.   The Borrower shall have excess borrowing
                                    availability on the Closing Date (after
                                    giving effect to the loans to be made and
                                    letters of credit to be issued on the
                                    Closing Date) of at least $150,000,000.

                              12.   The Agents shall have received a solvency
                                    certificate, in form and substance and from
                                    the chief financial officer of Borrower,
                                    together with such other evidence reasonably
                                    requested by the Agents, confirming the
                                    solvency of Borrower and its subsidiaries on
                                    a consolidated basis after giving effect to
                                    the transactions contemplated hereby.

                              13.   All requisite material governmental
                                    authorities and, except as would not
                                    reasonably be expected to have or result in
                                    a Material Adverse Effect (as defined in
                                    paragraph 6, of these conditions precedent,
                                    without giving effect to clause (ii) of such
                                    definition), all third parties shall have
                                    approved or consented to the transactions
                                    contemplated hereby (including the

                                       14


GameStop Corp.
April 17, 2005
Page 15

                                    Acquisition) to the extent required, all
                                    applicable appeal periods shall have expired
                                    and there shall be no material governmental
                                    or judicial action, actual or threatened,
                                    that could reasonably be expected to
                                    materially restrain, prevent or impose
                                    burdensome conditions on such transactions.

                              14.   Other customary closing conditions,
                                    including absence of prepayment events or
                                    creation of liens under debt instruments or
                                    other agreements as a result of the
                                    transactions contemplated hereby; evidence
                                    of authority; compliance with applicable
                                    laws and regulations; and payment of fees
                                    and expenses.

REPRESENTATIONS AND
WARRANTIES:                   Usual and customary for transactions of this type,
                              generally consistent with those in the Borrower's
                              existing Credit Agreement.

PERMITTED REPURCHASES:        The Borrower shall be allowed to make unlimited
                              repurchases of the Borrower's common stock
                              provided that each of the following conditions is
                              satisfied: (i) no default or event of default
                              exists immediately prior to, or after giving
                              effect to any such repurchase; (ii) uncapped (i.e.
                              without regard to the Facility Cap) availability
                              under the Borrowing Base has been equal to or
                              greater than 25% of the Borrowing Base for each
                              day of thirty (30) days immediately prior to any
                              such Permitted Repurchase; (iii) uncapped (i.e.
                              without regard to the Facility Cap) availability
                              under the Borrowing Base is equal to or greater
                              than 25% of the Borrowing Base following such
                              repurchase; and (iv) uncapped (i.e. without regard
                              to the Facility Cap) availability under the
                              Borrowing Base is projected on a pro forma basis
                              to be at least 25% of the Borrowing Base for each
                              day of the 120 day period immediately following
                              such repurchase.

OTHER COVENANTS:              Other affirmative and negative covenants to
                              include without limitation:

                              a)    Usual and customary financial reporting
                                    requirements and certain asset based
                                    reporting

                                       15


GameStop Corp.
April 17, 2005
Page 16

                                    requirements, including monthly projections
                                    of sales and inventory levels.

                              b)    Usual and customary covenants related to
                                    maintenance of properties and insurance,
                                    payment of taxes, compliance with laws,
                                    contracts, and permits; and ERISA generally
                                    consistent with those in the Borrower's
                                    existing Credit Agreement.

                              c)    Usual and customary covenants related to
                                    indebtedness, guarantees, liens,
                                    investments, loans, mergers, acquisitions,
                                    dividends, distributions, restricted
                                    payments and transactions with affiliates,
                                    subject to allowances to be agreed by the
                                    Agents, the Arrangers and the Borrower
                                    following completion of due diligence,
                                    provided that (i) no proceeds of the
                                    Facility may be utilized to pay principal or
                                    fees on the Bridge/Permanent Facility, and
                                    (b) acquisitions, dividends and
                                    distributions will be otherwise permitted on
                                    the same terms and limitations as are set
                                    forth above for Permitted Repurchases.

                              d)    The Administrative Agent will have the right
                                    to conduct periodic commercial finance
                                    examinations and appraisals, as set forth
                                    below.

EXAMS/APPRAISALS:             The Borrower shall be responsible for the
                              reasonable costs of one commercial financial
                              examination and one inventory appraisal prior to
                              Closing. The Administrative Agent shall be
                              entitled to conduct additional periodic commercial
                              finance exams and inventory appraisals at
                              reasonable times and upon reasonable notice at its
                              own discretion, all at the expense of the
                              Borrower, provided that prior to the occurrence of
                              an event of default, (a) if the Borrower's usage
                              of the Facility is at all times less than fifty
                              percent (50%) of the lesser of the Facility Cap or
                              the Borrowing Base, the Administrative Agent may
                              conduct only one commercial finance exam and
                              inventory appraisal in any twelve month period,
                              and (b) if the Borrower's usage of the Facility is
                              at any time greater than fifty percent (50%) of
                              the lesser of the Facility Cap or the Borrowing
                              Base, the Administrative Agent may conduct up to
                              two commercial

                                       16


GameStop Corp.
April 17, 2005
Page 17

                              finance exams and inventory appraisals in any
                              twelve month period. The limitations set forth in
                              the proviso above shall be inapplicable after the
                              occurrence of an event of default and the
                              Administrative Agent may, after the occurrence of
                              any such event of default, conduct additional
                              periodic commercial finance exams and inventory
                              appraisals at reasonable times and upon reasonable
                              notice at its own discretion, all at the expense
                              of the Borrower.

FINANCIAL COVENANTS:          In the event that the outstanding Loans and
                              Letters of Credit under the Facility at any time
                              exceed 80% of the lesser of the Borrowing Base or
                              the Facility Cap, the Borrower will be obligated
                              to comply with a Fixed Charge Coverage Covenant of
                              at least 1.5:1.0. Fixed Charge Coverage shall be
                              defined in the same manner as in the Borrower's
                              existing Credit Agreement.

SPRINGING CASH CONTROL:       The Administrative Agent will require a blocked
                              account agreement with the Borrower's primary cash
                              concentration bank, such that the Borrower's daily
                              cash receipts must be directed to an account at
                              the Administrative Agent in the event that
                              uncapped (i.e. without regard to the Facility Cap)
                              availability under the Borrowing Base falls below
                              15% of the Borrowing Base.

EVENTS OF DEFAULT:            Usual and customary in transactions of this type,
                              to include without limitation: (i) nonpayment of
                              principal, interest, fees or other amounts (with
                              grace periods as applicable), (ii) violation of
                              covenants (with cure periods as applicable), (iii)
                              material inaccuracy of representations and
                              warranties, (iv) cross-default to other material
                              indebtedness, (v) bankruptcy and other insolvency
                              events, (vi) material judgments, (vii) ERISA
                              matters, and (viii) change of control.

INDEMNIFICATION:              The Borrower shall indemnify the Agents, the
                              Arrangers and the Lenders and each of their
                              respective affiliates and their respective
                              officers, directors, employees, agents, advisors,
                              attorneys and representatives from and against all
                              losses, liabilities, claims, damages or expenses
                              arising out of or relating to any investigation,
                              litigation or other proceeding (whether or not an
                              indemnitee is a party thereto) related to the
                              entering into and/or performance of

                                       17


GameStop Corp.
April 17, 2005
Page 18

                              the loan agreement and other definitive credit
                              documentation for the Facility, the Borrower's use
                              of loan proceeds or the consummation of any other
                              transactions contemplated in the definitive credit
                              documentation for the Facility, including, but not
                              limited to, reasonable attorneys' fees, and
                              settlement costs, except any resulting from the
                              gross negligence, bad faith, or willful misconduct
                              of the indemnitee. This indemnification shall
                              survive and continue for the benefit of the
                              indemnitees at all times after the Borrower's
                              acceptance of the Agents' and the Arrangers'
                              commitments for the Facility, notwithstanding any
                              failure of the Facility to close, but shall
                              terminate and be superceded by the provisions of
                              definitive documentation for the Facility.

GOVERNING LAW:                The State of New York.

AGENTS' COUNSEL:              Riemer & Braunstein, LLP.

OTHER:                        This Summary of Terms is intended as an outline of
                              certain of the material terms of the Facility and
                              does not purport to summarize all of the
                              conditions, covenants, representations, warranties
                              and other provisions which would be contained in
                              definitive documentation for the Facility
                              contemplated hereby. The Borrower, the Agents and
                              the Arrangers shall each waive its right to a
                              trial by jury.

                                       18


GameStop Corp.
April 17, 2005
Page 19

                                   ADDENDUM I
                                FEES AND EXPENSES

INTEREST RATES:               The Revolving Credit Facility shall bear interest
                              at a rate equal to LIBOR plus the Applicable
                              Margin or the Alternate Base Rate plus the
                              Applicable Margin (to be defined as the higher of
                              (i) the Administrative Agent's prime rate and (ii)
                              the Federal Funds rate plus .50%). The Applicable
                              Margin shall be determined in accordance with the
                              applicable Performance Pricing grid set forth
                              below.

                              The Borrower may select interest periods of 1, 2,
                              3 or 6 months for LIBOR loans, subject to
                              availability. Interest shall be payable at the end
                              of the selected interest period, but no less
                              frequently than quarterly.

                              A default rate shall apply on all past due amounts
                              under the Facility at a rate per annum of 2% above
                              the applicable interest rate.

CALCULATION OF
INTEREST AND FEES:            Other than calculations in respect of interest at
                              the Alternate Base Rate (which shall be made on
                              the basis of actual number of days elapsed in a
                              365/366 day year), all calculations of interest
                              and fees shall be made on the basis of actual
                              number of days elapsed in a 360 day year.

COMMITMENT FEE:               The Borrower will pay a fee (the "Commitment
                              Fee"), determined in accordance with the
                              applicable Performance Pricing grid set forth
                              below, on the unused portion of each Lender's
                              commitment amount reduced by any portion of the
                              Commitment that is irrevocably canceled by the
                              Borrower under the terms of the Facility. The
                              Commitment Fee is payable in arrears at the end of
                              each calendar quarter, commencing upon the first
                              such date to occur after Closing. For purposes of
                              calculating the Commitment Fee, outstanding
                              Letters of Credit shall count as usage under the
                              Revolving Credit Facility.

LETTER OF CREDIT FEES:        The Borrower shall pay a commission on standby
                              Letters of Credit at a per annum rate equal to the
                              Applicable Margin then in effect with respect to
                              LIBOR loans on the face amount of each such letter
                              of credit. Such commission shall

                                       19


GameStop Corp.
April 17, 2005
Page 20

                              be payable quarterly in arrears. The Borrower
                              shall pay a commission on documentary Letters of
                              Credit at a per annum rate equal to one-half of
                              the Applicable Margin then in effect with respect
                              to LIBOR loans on the face amount of each such
                              letter of credit. A fronting fee to be agreed upon
                              with the Issuing Lender shall be payable quarterly
                              in arrears to such Issuing Lender for its own
                              account. In addition, customary administrative,
                              issuance, amendment, payment, and negotiation
                              charges shall be payable to the Issuing Lender for
                              its own account.

COST AND YIELD
PROTECTION:                   Customary for transactions and facilities of this
                              type, including, without limitation, in respect of
                              breakage or redeployment costs incurred in
                              connection with prepayments, changes in capital
                              adequacy and capital requirements or their
                              interpretation, illegality, unavailability,
                              reserves without proration or offset and payments
                              free and clear of withholding or other taxes.

EXPENSES:                     The Borrower will pay all reasonable costs and
                              expenses associated with the preparation, due
                              diligence, syndication and enforcement of all
                              documentation executed in connection with the
                              Facility, including without limitation, the legal
                              fees of counsel to the Agents and the Arrangers,
                              regardless of whether or not the Facility is
                              closed. The Borrower will also pay the reasonable
                              expenses of the Agents in connection with the
                              enforcement of any loan documentation for the
                              Facility.

PERFORMANCE PRICING:          The Applicable Margin and Commitment Fee for any
                              fiscal quarter, shall be determined based upon the
                              Performance Pricing Grid outlined below and the
                              ratio of outstanding Total Indebtedness to EBITDA,
                              as of the most recently ended fiscal quarter (as
                              reported on the Borrower's compliance certificate.



LEVEL     DEBT TO EBITDA     APPLICABLE LIBOR MARGIN     APPLICABLE BASE RATE MARGIN     COMMITMENT FEE
- -----     --------------     -----------------------     ---------------------------     --------------
                                                                             
I         >=3.5:1.0                   1.75                           0.25                      50.0

II        <3.5:1.0 but>=              1.50                            0.0                      37.5


                                       20


GameStop Corp.
April 17, 2005
Page 20


                                                                             
          1.0:1.0

III       <1.0:1.0           1.25                        0.0                             37.5


ADMINISTRATIVE
AGENT'S FEE:                  Payable at the times and in the amounts set forth
                              in a Fee Letter of even date.

UNDERWRITING FEE:             Payable at the times and in the amounts set forth
                              in a Fee Letter of even date.

                                       21

                                                                    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
May 19, 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
May 20, 2005

                                                                    EXHIBIT 99.1

                  [LETTERHEAD OF CITIGROUP GLOBAL MARKETS INC.]


The Board of Directors
GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051

Members of the Board:

We hereby consent to the inclusion of our opinion letter as Annex G to, and to
the reference thereto under the captions "SUMMARY -- Opinions of Financial
Advisors --- GameStop" and "THE MERGERS -- Opinion of GameStop's Financial
Advisor" in, the Joint Proxy Statement-Prospectus relating to the proposed
merger involving GameStop Corp. and Electronics Boutique Holdings Corp., which
Joint Proxy Statement-Prospectus forms a part of the Registration Statement on
Form S-4 of GSC Holdings Corp. By giving such consent, we do not thereby admit
that we are experts with respect to any part of such Registration Statement
within the meaning of the term "expert" as used in, or that we come within the
category of persons whose consent is required under, the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

                                    /s/ Citigroup Global Markets Inc.
                                    --------------------------------------------
                                    CITIGROUP GLOBAL MARKETS INC.



May 23, 2005

                                                                    EXHIBIT 99.2

          CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

         We hereby consent to the use of our opinion letter dated April 17, 2005
to the Board of Directors of Electronics Boutique Holdings Corp. included as
Annex H to the Joint Proxy Statement - Prospectus which forms a part of the
Registration Statement on Form S-4 relating to the proposed mergers involving
Electronics Boutique Holdings Corp. and GameStop Corp. and to the references to
such opinion in such Joint Proxy Statement - Prospectus under the captions
"SUMMARY - Opinions of Financial Advisors," " THE MERGERS - Background of the
Mergers," "THE MERGERS - EB's Reasons for the EB Merger; Recommendation of the
EB Merger by the EB Board of Directors," and "THE MERGERS - Opinions of EB's
Financial Advisors." In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                       MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                   INCORPORATED

                                       /s/ Merrill Lynch, Pierce, Fenner & Smith
                                                       Incorporated

New York, New York
May 20, 2005


                                       1

                                                                    EXHIBIT 99.3

                 [Letterhead of Peter J. Solomon Company, L.P.]


Board of Directors
Electronics Boutique Holdings Corp.
931 South Matlack Street
West Chester, Pennsylvania  19382

Ladies and Gentlemen:

         We hereby consent to the inclusion of (i) our opinion letter, dated
April 17, 2005, to the board of directors of Electronics Boutique Holdings Corp.
as Annex I to the Joint Proxy Statement/Prospectus included in the Registration
Statement on Form S-4 of GSC Holdings Corp. (the "Registration Statement")
relating to the proposed merger transaction involving Electronics Boutique
Holdings Corp. and GameStop Corp. and certain of its subsidiaries and (ii)
reference thereto in such Joint Proxy Statement-Prospectus under the captions
"Summary -- Opinions of Financial Advisors", "The Mergers -- Background of the
Mergers," "The Mergers -- EB's Reasons for the EB Merger; Recommendation of the
EB Merger by the EB Board of Directors" and "The Mergers -- Opinions of EB's
Financial Advisors - Peter J. Solomon Company, L.P." By giving such consent, we
do not thereby admit that we are experts with respect to any part of such
Registration Statement within the meaning of the term "expert" as used in, or
that we come within the category of persons whose consent is required under, the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

                                            Very truly yours,

                                            /s/ Peter J. Solomon Company, L.P.

                                            PETER J. SOLOMON COMPANY, L.P.


New York, New York
May 18, 2005

                                                                    EXHIBIT 99.4

                             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-______), 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 May 23, 2005

                                                         /s/ Leonard Riggio
                                                         ----------------------
                                                           Leonard Riggio

                                                                    EXHIBIT 99.5

                             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-______), 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 May 23, 2005

                                                        /s/ Michael N. Rosen
                                                        --------------------
                                                          Michael N. Rosen

                                                                    EXHIBIT 99.6

                             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-______), 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 May 23, 2005

                                                   /s/ Stephanie M. Shern
                                                   --------------------------
                                                       Stephanie M. Shern

                                                                    EXHIBIT 99.7

                             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-______), 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 May 23, 2005

                                                     /s/ Gerald R.Szczepanski
                                                     --------------------------
                                                       Gerald R. Szczepanski

                                                                    EXHIBIT 99.8

                             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-______), 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 May 23, 2005

                                                /s/ Edward A. Volkwein
                                                -----------------------
                                                  Edward A. Volkwein

                                                                    EXHIBIT 99.9

                             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-______), 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 May 20, 2005

                                                    /s/ James J. Kim
                                                    -------------------
                                                      James J. Kim