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As filed with the Securities and Exchange Commission on April 26, 2006
Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
GAMESTOP CORP.
(Exact name of registrant co-issuer as specified in its charter)
 	 	 	 	 	
Delaware	 	5734	 	20-2733559	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification No.)	
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)
 
GAMESTOP, INC.
(Exact name of registrant co-issuer as specified in its charter)
 	 	 	 	 	
Minnesota	 	5734	 	41-1609563	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification No.)	
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)
 
See Table of Additional Registrants
 
R. Richard Fontaine
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)
with a copy to:
Michael N. Rosen
Jay M. Dorman
Bryan Cave LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 541-2000
     Approximate date of commencement of proposed sale to public: As soon as practicable after the Registration Statement becomes effective.
     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:     o
     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
CALCULATION OF REGISTRATION FEE

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Proposed Maximum	 	 	Proposed Maximum	 	 	 	
Title of Each Class of	 	 	Amount	 	 	Offering Price	 	 	Aggregate	 	 	Amount of	
Securities to be Registered	 	 	to be Registered	 	 	per Unit(1)	 	 	Offering Price(1)	 	 	Registration Fee	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Senior Floating Rate Notes due 2011	 	 	$300,000,000	 	 	100.000%	 	 	$300,000,000	 	 	$32,100.00	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Guarantees of the Senior Floating Rate Notes due 2011	 	 	(2)	 	 	(2)	 	 	(2)	 	 	(2)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
8% Senior Notes due 2012	 	 	$650,000,000	 	 	98.688%	 	 	$641,472,000	 	 	$68,637.51	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Guarantees of the 8% Senior Notes due 2012	 	 	(2)	 	 	(2)	 	 	(2)	 	 	(2)	

 	 	
(1) 	Estimated solely for purposes of calculation of the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.	
 	 	
(2) 	Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate registration fee is payable.	
     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF ADDITIONAL REGISTRANTS
 	 	 	 	 	 	 	 	 	
 	 	Jurisdiction of	 	 	I.R.S. Employer	 	
 	 	Incorporation/	 	 	Identification	 	
Exact Name of Additional Registrants*	 	Organization	 	 	Number	 	
 	 	 	 	 	 	 	
Electronics Boutique Holdings Corp. 	 	 	Delaware	 	 	 	51-0379406	 	
GameStop Holdings Corp. 	 	 	Delaware	 	 	 	75-2951347	 	
Marketing Control Services, Inc. 	 	 	Virginia	 	 	 	47-0927512	 	
Sunrise Publications, Inc. 	 	 	Minnesota	 	 	 	41-1792301	 	
GameStop Brands, Inc. 	 	 	Delaware	 	 	 	20-1243398	 	
GameStop of Texas (GP), LLC	 	 	Delaware	 	 	 	20-1201873	 	
GameStop (LP), LLC	 	 	Delaware	 	 	 	20-1243349	 	
GameStop Texas LP	 	 	Texas	 	 	 	20-1202148	 	
EB Catalog Company, Inc. 	 	 	Nevada	 	 	 	88-0416406	 	
ELBO Inc. 	 	 	Delaware	 	 	 	51-0381472	 	
EB International Holdings, Inc. 	 	 	Delaware	 	 	 	51-0408682	 	
EB Sadsbury Second, LLC	 	 	Delaware	 	 	 	20-0597991	 	
EB Sadsbury General Partner, LP	 	 	Delaware	 	 	 	none	 	
EB Sadsbury Property Holding, LP	 	 	Delaware	 	 	 	45-0529392	 	

* 	The address and telephone number for each of the additional registrants is 625 Westport Parkway, Grapevine, Texas 76051, (817) 424-2000. The primary standard industrial classification code number for each of the additional registrants is 5734.	

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities Exchange Commission is effective. This prospectus is not an offer to sell securities and is not soliciting an offer to buy securities in any state where the offer of sale is not permitted.
	
SUBJECT TO COMPLETION, DATED                     , 2006

GameStop Corp.
GameStop, Inc.
OFFER TO EXCHANGE
all outstanding
Senior Floating Rate Notes due 2011
($300,000,000 principal amount outstanding)
for
Senior Floating Rate Notes due 2011
Which Have Been Registered Under the Securities Act of 1933
and all outstanding
8% Senior Notes due 2012
($650,000,000 principal amount outstanding)
for
8% Senior Notes due 2012
Which Have Been Registered Under the Securities Act of 1933
The exchange offer expires at 5:00 p.m., New York City time,
on                         , 2006, unless extended.
The Exchange Offer
      We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange (1) up to $300,000,000 aggregate principal amount of our senior floating rate notes due 2011, or the new floating rate notes, for a like amount of our outstanding, unregistered senior floating rate notes due 2011, or the old floating rate notes, and (2) up to $650,000,000 aggregate principal amount of our 8% senior notes due 2012, or the new 8% notes, for a like amount of our outstanding, unregistered 8% senior notes due 2012, or the old 8% notes. We refer to the new floating rate notes and the new 8% notes being offered in the exchange offer as the exchange notes. We refer to the old floating rate notes and the old 8% notes that can be exchanged for the exchange notes as the old notes. We refer to the old notes and the exchange notes as the notes, where the context so requires.
 	 	 	
 	• 	We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.	
 	 	 	
 	• 	You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.	
 	 	 	
 	• 	We believe that the exchange of old notes for exchange notes will not be a taxable transaction for United States federal income tax purposes.	
 	 	 	
 	• 	We will not receive any proceeds from the exchange offer.	
The Exchange Notes
 	 	 	
 	• 	The form and terms of the exchange notes will be identical in all material respects to the form and terms of the old notes, except that the exchange notes will be registered under the Securities Act, the transfer restrictions and registration rights applicable to the old notes will not apply to the exchange notes, and the exchange notes will not contain any provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer.	
 	 	 	
 	• 	We are offering the exchange notes in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the placement of the old notes.	
 
      Investing in the exchange notes involves risks. For a discussion of certain factors that you should consider in connection with the exchange offer and an investment in the exchange notes, see “Risk Factors” beginning on page 10.
 
      Neither the Securities and Exchange Commission, nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 26, 2006

 
      You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. You should also be aware that information in this prospectus may change after this date.
      Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it shall deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after consummation of the exchange offer, we shall make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
 
TABLE OF CONTENTS
 	 	 	
 	 	Page	
 	 	 	
 Preliminary Note	 	ii	
 Available Information	 	ii	
 Industry and Market Data	 	iv	
 Forward-Looking Statements	 	iv	
 Summary	 	1	
 Risk Factors	 	10	
 Use of Proceeds	 	20	
 Capitalization	 	21	
 Unaudited Pro Forma Financial Information	 	22	
 Selected Historical Financial Information	 	25	
 Ratios of Earnings to Fixed Charges	 	27	
 Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	28	
 Business	 	43	
 Management	 	55	
 Certain Relationships and Related Party Transactions	 	59	
 Description of Other Indebtedness	 	62	
 The Exchange Offer	 	64	
 Description of the Exchange Notes	 	73	
 Certain United States Federal Income Tax Consequences	 	116	
 Plan of Distribution	 	120	
 Legal Matters	 	121	
 Experts	 	121	
 Index to Financial Statements	 	F-1	

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PRELIMINARY NOTE
      When the old notes were originally issued on September 28, 2005 and the proceeds from the sale of the old notes were placed in escrow, GameStop was named GSC Holdings Corp., or GSC. GSC was formed in contemplation of the mergers described herein combining the businesses of what was then named GameStop Corp. and Electronics Boutique Holdings Corp. and their respective subsidiaries, which we refer to in this prospectus as the “mergers.” On the date GSC and GameStop, Inc. issued the old notes, each of the direct and indirect domestic wholly-owned subsidiaries of what was then named GameStop Corp. (other than the co-issuer GameStop, Inc.) guaranteed the old notes on a senior unsecured basis with unconditional guarantees. On October 7, 2005, the proceeds from the sale of the old notes were released from escrow in anticipation of the consummation of the mergers. The mergers were consummated on October 8, 2005 and, concurrently, Electronics Boutique Holdings Corp. and its direct and indirect domestic wholly-owned subsidiaries guaranteed the old notes on a senior unsecured basis with unconditional guarantees. As a result of the mergers, both what was then named GameStop Corp. and Electronics Boutique Holdings Corp. became direct wholly-owned subsidiaries of their holding company parent, GSC. Subsequently, GameStop Corp. was renamed GameStop Holdings Corp. and GSC was renamed GameStop Corp.
      Unless the context otherwise requires: the term “Historical GameStop” refers to GameStop Holdings Corp.; the terms “EB” and “Electronics Boutique” refer to Electronics Boutique Holdings Corp.; the terms “GameStop,” “we,” “us,” “our,” “Company” and other similar terms refer to GameStop Corp. and its subsidiaries, which include, among others, Historical GameStop, GameStop, Inc. and EB; the term “guarantors” refers to the direct and indirect domestic subsidiaries of GameStop (other than GameStop, Inc.) that have provided unconditional guarantees of the old notes and will be providing unconditional guarantees of the exchange notes; and the term “Issuers” refers to GameStop and GameStop, Inc. References in this prospectus to “fiscal 2008,” “fiscal 2007,” “fiscal 2006,” “fiscal 2005,” “fiscal 2004,” “fiscal 2003” and “fiscal 2002” refer to the fiscal years ending January 31, 2009, February 2, 2008 and February 3, 2007 and the fiscal years ended January 28, 2006, January 29, 2005, January 31, 2004 and February 1, 2003, respectively.
AVAILABLE INFORMATION
      GameStop is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or SEC, on a regular basis. Prior to the mergers combining their businesses, Historical GameStop and EB were also subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith filed annual, quarterly and special reports, proxy statements and other information with the SEC on a regular basis. You may read and copy this information or obtain copies of this information by mail from the Public Reference Section of the SEC, Room 1024, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Further information on the operation of the SEC’s Pubic Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330.
      The SEC also maintains an Internet worldwide website that contains reports, proxy statements and other information about issuers, like GameStop, who file electronically with the SEC. The address of that site is  http://www.sec.gov . In addition, GameStop makes available free of charge on its website ( http://www.gamestop.com ), under “Investor Relations — SEC Filings,” its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after they are filed with or furnished to the SEC. GameStop also makes available on its website the annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports that were filed by Historical GameStop and EB when, prior to the mergers combining their businesses, they were reporting companies. The information included on such website is deemed not to be part of this prospectus.
      This prospectus “incorporates by reference” important business and financial information about GameStop from documents that are not included in or delivered with this document. This means that we can disclose important information to you by referring you to those documents. The information incorporated by

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reference is an important part of this prospectus and information that GameStop subsequently files with the SEC will automatically update and supercede the information in this prospectus and in the filings of GameStop, Historical GameStop and EB with the SEC. We incorporate by reference in this prospectus the documents listed below, which GameStop, Historical GameStop and EB have already filed with the SEC, and any future filings GameStop makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering of the exchange notes contemplated by this prospectus is terminated:
 	 	 	
 	• 	Registration Statement on Form S-4, filed by GameStop with the SEC on May 23, 2005;	
 	 	 	
 	• 	Amendment No. 1 to the Registration Statement on Form S-4, filed by GameStop with the SEC on July 8, 2005;	
 	 	 	
 	• 	Amendment No. 2 to the Registration Statement on Form S-4, filed by GameStop with the SEC on September 2, 2005;	
 	 	 	
 	• 	GameStop’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006, filed with the SEC on April 3, 2006;	
 	 	 	
 	• 	GameStop’s Current Report on Form 8-K, filed with the SEC on April 13, 2006;	
 	 	 	
 	• 	EB’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005, filed with the SEC on April 7, 2005;	
 	 	 	
 	• 	EB’s Annual Report on Form 10-K/ A for the fiscal year ended January 29, 2005, filed with the SEC on May 20, 2005;	
 	 	 	
 	• 	EB’s Annual Report on Form 10-K/ A for the fiscal year ended January 29, 2005, filed with the SEC on September 2, 2005;	
 	 	 	
 	• 	EB’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2005, filed with the SEC on June 9, 2005;	
 	 	 	
 	• 	EB’s Quarterly Report on Form 10-Q/ A for the quarter ended April 30, 2005, filed with the SEC on September 2, 2005;	
 	 	 	
 	• 	EB’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2005, filed with the SEC on September 8, 2005;	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on March 15, 2005;	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on March 22, 2005;	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on April 18, 2005;	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on May 27, 2005;	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on June 9, 2005;	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on June 15, 2005;	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on August 30, 2005;	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on September 6, 2005;	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on October 7, 2005; and	
 	 	 	
 	• 	EB’s Current Report on Form 8-K, filed with the SEC on October 11, 2005.	
      Any statement or information included in any such filing made prior to the date of this prospectus shall be deemed to be modified or superceded to the extent a statement or information included in this prospectus modifies or supercedes such information. Any such statement or information so modified or superceded shall not be deemed, except as so modified or superceded, to constitute part of this prospectus.
      This prospectus contains summaries of terms of certain agreements that we believe to be accurate in all material respects. However, we refer you to the actual agreements for complete information relating to those

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agreements. All summaries are qualified in their entirety by this reference. You can obtain copies of documents incorporated by reference in this document by requesting them in writing at GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051, Attention: Investor Relations, or by telephone at (817) 424-2800.
      You will not be charged for any of these documents that you request. In order to ensure timely delivery of the documents, any request should be made at least five business days before the expiration date of the exchange offer.
INDUSTRY AND MARKET DATA
      This prospectus includes information regarding our industry and markets. Where reasonably possible, this information is derived from third-party sources that we believe are reliable and in other cases is based on estimates made by our management based on their industry and market knowledge. However, market share data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, consumption patterns and consumer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable.
FORWARD-LOOKING STATEMENTS
      All statements other than statements of historical facts included in this prospectus, including statements regarding our future financial position, economic performance and results of operations, as well as our business strategy, budgets, projected costs and plans and objectives of management for future operations, and the information referred to under “Risk Factors” beginning on page 10 of this prospectus and as further outlined elsewhere in this prospectus and the reports incorporated by reference in this prospectus, are forward-looking statements. These forward-looking statements involve a number of risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to:
 	 	 	
 	• 	our reliance on suppliers and vendors for sufficient quantities of their products and for new product releases;	
 	 	 	
 	• 	economic conditions affecting the electronic game industry;	
 	 	 	
 	• 	the competitive environment in the electronic game industry;	
 	 	 	
 	• 	our ability to open and operate new stores;	
 	 	 	
 	• 	our ability to attract and retain qualified personnel;	
 	 	 	
 	• 	the impact and costs of litigation and regulatory compliance;	
 	 	 	
 	• 	the risks involved in our international operations;	
 	 	 	
 	• 	our ability to successfully integrate the operations of Historical GameStop and EB and manage the combined operations of the Company;	
 	 	 	
 	• 	the cost savings and other synergies from the mergers may not be fully realized or may take longer to realize than expected; and	
 	 	 	
 	• 	other factors described in our Annual Report on Form 10-K, filed with the SEC on April 3, 2006, including those set forth under the caption “Item 1A. Risk Factors.”	
      In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “will,” “should,” “seeks,” “pro forma” or similar expressions. These statements are only predictions based on

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current expectations and assumptions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements.
      Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances contained in this prospectus may not occur, causing actual results to differ materially from those anticipated or implied by our forward-looking statements.
      All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements.

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SUMMARY
 	 	
      This summary highlights selected information in this prospectus and may not contain all of the information that is important to you. To better understand this offering, you should carefully read this entire prospectus, including the “Risk Factors” section beginning on page 10 and the financial statements and the notes to those statements, which are included elsewhere in this prospectus.	 	
Our Company
      GameStop is the world’s largest retailer of video game products and PC entertainment software. We sell new and used video game hardware, video game software and accessories, as well as PC entertainment software, and related accessories and other merchandise. As of January 28, 2006, we operated 4,490 stores in the United States, Australia, Canada and Europe, primarily under the names GameStop and EB Games. We also operate electronic commerce websites under the names gamestop.com and ebgames.com and publish  Game Informer , the largest circulation multi-platform video game magazine in the United States, with approximately 1.9 million subscribers.
      GameStop is a holding company that was created to facilitate the combination of Historical GameStop and EB. On April 17, 2005, Historical GameStop and EB entered into a merger agreement pursuant to which, effective October 8, 2005, separate subsidiaries of GameStop were merged with and into Historical GameStop and EB, respectively, and Historical GameStop and EB became wholly-owned subsidiaries of GameStop. Our Class A common stock and our Class B common stock are traded on the New York Stock Exchange under the symbols GME and GME.B, respectively.
      In the mergers, Historical GameStop’s stockholders received one share of GameStop’s Class A common stock for each share of Historical GameStop’s Class A common stock owned and one share of GameStop’s Class B common stock for each share of Historical GameStop’s Class B common stock owned. EB stockholders received $38.15 in cash and .78795 of a share of GameStop’s Class A common stock for each EB share owned. In aggregate, 20.2 million shares of GameStop’s Class A common stock were issued to EB stockholders and approximately $993.3 million in cash was paid in consideration for all outstanding common stock of EB and all outstanding stock options of EB.
      Of our 4,490 stores, 3,624 stores are located in the U.S. and 866 stores are located in Australia, Canada and Europe. Our stores, which average approximately 1,500 square feet, carry a balanced mix of new and used video game hardware, video game software and accessories, which we refer to as video game products, and PC entertainment software. Our used video game products provide a unique value proposition to our customers, and our purchasing of used video game products provides our customers with an opportunity to trade in their used video game products for store credits and apply those credits towards other merchandise, which, in turn, increases sales.
Industry Background
      According to NPD Group, Inc., or NPD, a market research firm, the electronic game industry was an approximately $11.5 billion market in the United States in 2005.
      New Video Game Products. The Entertainment Software Association (formerly the Interactive Digital Software Association), or ESA, estimates that 50% of all Americans, or approximately 145 million people, play video or computer games on a regular basis. We expect the following trends to result in increased sales of video game products:
 	 	 	
 	• 	Hardware Platform Technology Evolution. Video game hardware has evolved significantly from the early products launched in the 1980s. Technological developments in both chip processing speed and data storage have provided significant improvements in advanced graphics and audio quality, which allow software developers to create more advanced games, encourage existing players to upgrade their hardware platforms and attract new video game players to purchase an initial system. As general computer technology advances, we expect video game technology to make similar advances.	
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 	• 	Next-Generation Systems Provide Multiple Capabilities Beyond Gaming. Many next-generation hardware platforms, including Sony PlayStation 2 and Microsoft Xbox and Xbox 360, utilize a DVD software format and have the potential to serve as multi-purpose entertainment centers by doubling as a player for DVD movies and compact discs. In addition, Sony PlayStation 2, Nintendo DS and Microsoft Xbox and Xbox 360 manufacture accessories which provide internet connectivity.	
 	 	 	
 	• 	Backward Compatibility. Sony PlayStation 2, Nintendo DS and, to some extent, Microsoft Xbox 360 are backward compatible, meaning that titles produced for the earlier version of the hardware platform may be used on the new hardware platform.	
 	 	 	
 	• 	Introduction of Next-Generation Hardware Platforms Drives Software Demand. Sales of video game software generally increase as next-generation platforms mature and gain wider acceptance.	
 	 	 	
 	• 	Broadening Demographic Appeal. While the typical electronic game enthusiast is male between the ages of 14 and 35, the electronic game industry is broadening its appeal.	
      Used Video Game Market. As the installed base of video game hardware platforms has increased and new hardware platforms are introduced, a growing used video game market has evolved in the United States.
      PC Entertainment Software. PC entertainment software is generally sold in the form of CD-ROMs and played on multimedia PCs featuring fast processors, expanded memories, and enhanced graphics and audio capabilities.
Business Strategy
      Our goal is to enhance our position as the world’s largest retailer of new and used video game products and PC entertainment software by focusing on the following strategies:
 	 	
 	      Continue to Execute Our Proven Growth Strategies. We intend to continue to execute our proven growth strategies, including:	

 	• 	Continuing the practices of Historical GameStop and EB of opening new strip center stores in our target markets and new mall stores in selected mall locations.	
 	 	 	
 	• 	Increasing our comparable store sales and operating earnings by capitalizing on industry growth, increasing sales of used video game products and our  Game Informer  magazine and increasing awareness of the GameStop brand.	

 	      Targeting a Broad Audience of Game Players. We have created a store environment targeting a broad audience including the electronic game enthusiast, the casual gamer and the seasonal gift giver.	
 	 	
 	      Enhancing our Image as a Destination Location. Our stores serve as destination locations for game players due to our broad selection of products, knowledgeable sales associates, game-oriented environment and unique pricing proposition.	
 	 	
 	      Offering the Largest Selection of Used Video Game Products. We are the largest retailer of used video games in the world and carry the broadest selection of used video game products for both current and previous generation platforms.	
 	 	
 	      Building the GameStop Brand. We currently operate most of Historical GameStop’s stores under the GameStop name. Within the next 12 to 24 months, we intend to rebrand all of the EB stores to the GameStop brand. Building the GameStop brand has enabled us to leverage brand awareness and to capture advertising and marketing efficiencies.	
 	 	
 	      Providing a First-to-Market Distribution Network. We employ a variety of rapid-response distribution methods in our efforts to be the first-to-market for new video game products and PC entertainment software. We strive to deliver popular new releases to selected stores within hours of release and to all of our stores by the next morning. This highly efficient distribution network is essential, as a significant portion of a new title’s sales will be generated in the first few days and weeks following its release.	
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 	      Investing in our Information Systems and Distribution Capabilities. We employ sophisticated and fully-integrated inventory management, store-level point of sale and financial systems and state-of-the-art distribution facilities.	
Growth Strategy
      New Store Expansion. We intend to continue to open new stores in our targeted markets. Historical GameStop opened 338 new stores in fiscal 2004 and 221 new stores in fiscal 2005, prior to the consummation of the mergers on October 8, 2005. EB opened 415 stores in fiscal 2005, prior to the consummation of the mergers. Between the consummation of the mergers and the end of fiscal 2005, we opened 156 stores. We plan to open approximately 400 new stores in fiscal 2006.
      Increase Comparable Store Sales. We plan to increase our comparable store sales by capitalizing on the growth in the video game industry, expanding our sales of used video game products and increasing awareness of the GameStop name.
 	 	 	
 	• 	Capitalize on Growth in Demand. Our sales of new video game software and used video game products grew by approximately 20% and 27%, respectively, in fiscal 2004 and, due primarily to the mergers, by an additional 60% and 58%, respectively, in fiscal 2005.	
 	 	 	
 	• 	Increase Sales of Used Video Game Products. We will continue to expand the selection and availability of used video game products in our U.S. and international stores. Our strategy consists of increasing consumer awareness of the benefits of trading in and buying used video game products at our stores through increased marketing activities.	
 	 	 	
 	• 	Increase GameStop Brand Awareness. We intend to increase customer awareness of how the adoption of the best practices of Historical GameStop and EB will benefit our customers. In connection with our brand-building efforts, in each of the last three fiscal years, we increased the amount of media advertising in targeted markets. In fiscal 2006, we plan to continue to increase media advertising, to expand our GameStop loyalty card program, to aggressively promote trade-ins of used video game products in our stores and to leverage our web sites at  www.gamestop.com  and  www.ebgames.com .	
The Transactions
      In order to finance the cash consideration that was paid to EB stockholders in connection with the mergers, to pay related fees, expenses and transaction costs, to fund our ongoing working capital needs and for general corporate purposes, the Issuers and the guarantors entered into a new $400.0 million asset-based senior secured revolving credit facility, or the Senior Credit Facility, and the Issuers issued the old notes that are the subject of the exchange offer provided for in this prospectus. For more information regarding the Senior Credit Facility, see “Description of Other Indebtedness.” The financing transactions, along with the mergers, are referred to in this prospectus collectively as the “Transactions.”
Our Holding Company Structure
      GameStop is a holding company that operates through its domestic and foreign subsidiaries. On a pro forma basis after giving effect to the Transactions, approximately $3,597.3 million, or 81.9%, of our net sales were generated by our domestic subsidiaries (the guarantors and GameStop, Inc.) in fiscal 2005, and as of January 28, 2006, approximately $1,256.0 million, or 77.4%, of our total assets (excluding goodwill of $1,392.4 million) were held by those subsidiaries.

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Corporate Information
      GameStop Corp. is a corporation organized under the laws of the State of Delaware with principal executive offices located at 625 Westport Parkway, Grapevine, Texas 76051. Our telephone number at our principal executive offices is (817) 424-2000. Our worldwide web address is  www.gamestop.com . The information on our website is not part of this prospectus.
Summary of the Exchange Offer
 	 	 	
The Exchange Offer	 	We are offering to exchange (1) up to $300.0 million aggregate principal amount of our new floating rate notes, which have been registered under the Securities Act, for a like amount of our old floating rate notes, and (2) up to $650.0 million aggregate principal amount of our new 8% notes, which have been registered under the Securities Act, for a like amount of our old 8% notes. The old floating rate notes and old 8% notes were issued on September 28, 2005 in a private offering. To exchange your old notes, you must properly tender them by following the procedures under “The Exchange Offer” and we must accept them.	
 	 	 	
Expiration Date	 	The exchange offer expires at 5:00 p.m., New York City time, on                     , 2006, unless we extend it. In that case, the term “expiration date” will mean the latest date and time to which the exchange offer is extended. We will issue exchange notes upon the expiration date or promptly thereafter.	
 	 	 	
Withdrawal Rights	 	You may withdraw the tender of your old notes at any time before 5:00 p.m., New York City time, on the expiration date. If we decide for any reason not to accept any old notes for exchange, we will return your old notes without expense to you promptly after the expiration or termination of the exchange offer. In the case of old notes tendered by book entry transfer into the exchange agent’s account at The Depository Trust Company, or DTC, any withdrawn or unaccepted old notes will be credited to the tendering holder’s account at DTC. See “The Exchange Offer — Withdrawal of Tender” for further information.	
 	 	 	
Conditions to the Exchange Offer	 	The exchange offer is subject to customary conditions, some of which we may waive in our sole discretion. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. See “The Exchange Offer — Conditions” for further information.	
 	 	 	
Procedures for Tendering Old Notes	 	If you are a holder of old notes who wishes to accept the exchange offer for exchange notes:	
 	 	 	
 	 	• you must complete, sign and date the letter of transmittal accompanying this prospectus and mail, fax or otherwise deliver it, together with your old notes, to the exchange agent on or before the expiration date at the address set forth under “The Exchange Offer — Exchange Agent;” or	
 	 	 	
 	 	• arrange for DTC to transmit certain required information to the exchange agent in connection with a book-entry transfer.	
 	 	 	
 	 	Do not send letters of transmittal and certificates representing old notes to us.	
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 	 	By tendering your old notes in this manner, you will be representing to us, among other things, that:	
 	 	 	
 	 	• the exchange notes you acquire pursuant to the exchange offer are being acquired in the ordinary course of your business;	
 	 	 	
 	 	• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and	
 	 	 	
 	 	• you are not an “affiliate” of either Issuer.	
 	 	 	
 	 	Any broker-dealer that acquires exchange notes for its own account in exchange for old notes must represent to us that the old notes to be exchanged for the exchange notes were acquired by it as a result of market-making or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes received by it pursuant to the exchange offer. See “— Resales” below for further information.	
 	 	 	
Special Procedures for Beneficial Owners	 	If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender your old notes in the exchange offer, please contact the registered owner as soon as possible and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either arrange to have your old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.	
 	 	 	
Guaranteed Delivery Procedures	 	If you wish to tender your old notes and the old notes are not immediately available, time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed by the expiration date, you may tender your old notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures.”	
 	 	 	
Consequences of Not Exchanging Old Notes	 	If you do not tender your old notes or we reject your tender, your old notes will continue to be subject to the restrictions on transfer set forth in the legend on the certificate for your old notes. In addition, you will not be entitled to any further registration rights or exchange rights, except under limited circumstances where we may be required to file and cause to become effective a shelf registration statement which could cover your resales of your old notes. However, your old notes will remain outstanding and entitled to the benefits of the indenture governing the notes. See “The Exchange Offer — Consequences of Failure to Exchange” for further information.	
 	 	 	
Resales	 	We believe that you can offer for resale, resell or otherwise transfer the exchange notes without complying with further registration and	
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 	 	prospectus delivery requirements of the Securities Act if you make the representations described above under “— Procedures for Tendering Old Notes.”	
 	 	 	
 	 	We base our belief on interpretations by the SEC staff in no action letters issued to other issuers in exchange offers like the one contemplated by this prospectus. We cannot guarantee that the SEC would make a similar decision about this exchange offer.	
 	 	 	
 	 	If our belief is wrong, or if you cannot truthfully make the representations described above under “— Procedures for Tendering Old Notes,” and you transfer any exchange notes issued to you in the exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liabilities under the Securities Act. We are not indemnifying you from any such liability and will not protect you against any loss incurred as a result of any such liability under the Securities Act.	
 	 	 	
 	 	This prospectus, as it may be amended or supplemented from time to time, may be used by broker-dealers in connection with resales of exchange notes that they received in exchange for old notes that they acquired for their own account as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.	
 	 	 	
Federal Tax Consequences	 	Your exchange of old notes for exchange notes pursuant to the exchange offer should not result in any gain or loss to you for United States federal income tax purposes. For more information, see “Certain United States Federal Income Tax Consequences.”	
 	 	 	
Use of Proceeds	 	We will receive no proceeds from the exchange offer. We will pay all of our expenses related to the exchange offer.	
 	 	 	
Exchange Agent	 	Citibank, N.A.	
 	 	 	
Shelf Registration Statement	 	In certain limited circumstances, we will be required to file under the Securities Act, and cause to become effective, a shelf registration statement to cover resales of the old notes or the exchange notes, as the case may be, by the holders thereof. See “The Exchange Offer — Registration Rights; Liquidated Damages.”	
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Summary of Terms of the Exchange Notes
      The form and terms of the exchange notes will be identical in all material respects to the form and terms of the old notes, except that the exchange notes will be registered under the Securities Act, the transfer restrictions and registration rights applicable to the old notes will not apply to the exchange notes, and the exchange notes will not contain any provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer. The exchange notes represent the same debt as the old notes. Both the exchange notes and the old notes are governed by the same indenture. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes.
 	 	 	
Issuers	 	GameStop Corp. and GameStop, Inc. GameStop, Inc., a Minnesota corporation, is an indirect wholly-owned subsidiary of GameStop Corp. and is a co-obligor of the notes.	
 	 	 	
Notes Offered	 	$300,000,000 aggregate principal amount of Senior Floating Rate Notes due 2011. $650,000,000 aggregate principal amount of 8% Senior Notes due 2012.	
 	 	 	
Maturity Date	 	Senior Floating Rate Notes: October 1, 2011. Senior Notes: October 1, 2012.	
 	 	 	
Guarantees	 	Each of GameStop’s direct and indirect domestic wholly-owned subsidiaries (other than GameStop, Inc.) will guarantee the exchange notes on a senior unsecured basis with unconditional guarantees on the issue date of the exchange notes. From and after the issue date of the exchange notes, each domestic wholly-owned subsidiary acquired or formed by GameStop will be required to guarantee the notes on the same basis.	
 	 	 	
Interest Payment Dates	 	Interest on the new floating rate notes will be payable in cash on January 1, April 1, July 1 and October 1 of each year. Interest on the new 8% notes will be payable in cash on April 1 and October 1 of each year. The exchange notes will bear interest from the most recent date of payment of interest on the old notes surrendered and accepted for exchange or, if no interest has been paid on the old notes, from the date the old notes surrendered and accepted for exchange were issued. Accordingly, the most recent payment of interest on the old floating rate notes was made on the first business day following April 1, 2006 and the next payment of interest on the old floating rate notes, or if the exchange offer is earlier consummated, the new floating rate notes, will be due on the first business day following July 1, 2006. The most recent payment of interest on the old 8% notes was made on the first business day following April 1, 2006 and the next payment of interest on the old 8% notes, or if the exchange offer is earlier consummated, the new 8% notes, will be due on the first business day following October 1, 2006.	
 	 	 	
Ranking	 	The exchange notes will be the Issuers’ senior unsecured obligations and will:	
 	 	 	
 	 	• rank equally in right of payment to all of the Issuers’ existing and future unsecured senior indebtedness;	
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 	 	• rank senior in right of payment to all of the Issuers’ existing and future senior subordinated indebtedness and subordinated indebtedness; and	
 	 	 	
 	 	• be effectively subordinated in right of payment to the Issuers’ secured indebtedness (including the Senior Credit Facility) to the extent of the value of the assets securing such indebtedness, and all obligations of each of GameStop’s existing and future subsidiaries.	
 	 	 	
 	 	Similarly, the guarantees of the exchange notes will be senior unsecured obligations of the guarantors and will:	
 	 	 	
 	 	• rank equally in right of payment to all of the applicable guarantor’s existing and future senior indebtedness;	
 	 	 	
 	 	• rank senior in right of payment to all of the applicable guarantor’s existing and future senior subordinated indebtedness and subordinated indebtedness; and	
 	 	 	
 	 	• be effectively subordinated in right of payment to all of the applicable guarantor’s existing and future secured debt (including the applicable guarantor’s guarantee under the Senior Credit Facility), to the extent of the value of the assets securing such debt, and to all liabilities and preferred stock of any subsidiary of a guarantor if that subsidiary is not a guarantor.	
 	 	 	
 	 	As of January 28, 2006, we had approximately $984.2 million of indebtedness, gross of the original issue discount on the old 8% notes of $8.2 million, of which approximately $9.5 million was secured, approximately $0.6 million was indebtedness of non-guarantor subsidiaries and structurally senior to the exchange notes and approximately $24.3 million was subordinated to the exchange notes and the guarantees of the exchange notes.	
 	 	 	
 	 	The exchange notes will also be structurally subordinated to all indebtedness and other obligations, including trade payables, of GameStop’s non-guarantor subsidiaries. See “Capitalization” for further information.	
 	 	 	
Optional Redemption	 	We may redeem the new floating rate notes, in whole or in part, at any time on or after October 1, 2007 and we may redeem the new 8% notes, in whole or in part, at any time on or after October 1, 2009 at the redemption prices set forth under “Description of the Exchange Notes — Optional Redemption.”	
 	 	 	
 	 	We may redeem up to 100% of the aggregate principal amount of the new floating rate notes at any time on or prior to October 1, 2007 and up to 35% of the aggregate principal amount of the new 8% notes at any time on or prior to October 1, 2008, in each case with the proceeds of certain equity offerings plus accrued and unpaid interest, if any, to the date of redemption. See “Description of the Exchange Notes — Optional Redemption” for further information.	
 	 	 	
Change of Control Offer	 	Upon the occurrence of a change of control, you will have the right, as holders of the exchange notes, to require us to repurchase some or all of your exchange notes at 101% of their principal amount,	
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 	 	plus accrued and unpaid interest, if any, to the repurchase date. See “Description of the Exchange Notes — Repurchase at the Option of Holders Upon a Change of Control” for further information.	
 	 	 	
Certain Covenants	 	The indenture governing the notes contains covenants limiting, among other things, the Issuers’ ability and the ability of GameStop’s restricted subsidiaries to:	
 	 	 	
 	 	• incur additional debt;	
 	 	 	
 	 	• pay dividends on or repurchase capital stock;	
 	 	 	
 	 	• make certain investments;	
 	 	 	
 	 	• enter into certain types of transactions with affiliates;	
 	 	 	
 	 	• limit dividends or other payments by restricted subsidiaries;	
 	 	 	
 	 	• engage in sale and leaseback transactions;	
 	 	 	
 	 	• use assets as security in other transactions; and	
 	 	 	
 	 	• sell certain assets or merge with or into other companies.	
 	 	 	
 	 	These covenants are subject to important exceptions and qualifications, as described under the heading “Description of the Exchange Notes.”	

 	 	If at any time the notes receive an Investment Grade Rating (as defined under “Description of the Exchange Notes — Certain Definitions”), then for so long as such rating is maintained and no default or event of default shall have occurred and be continuing, certain of the covenants will cease to apply as described under “Description of the Exchange Notes — Certain Covenants — Suspension of Applicability of Certain Covenants in Certain Circumstances.”	
 	 	 	
Use of Proceeds	 	We will not receive any cash proceeds from the exchange offer. The proceeds from the sale of the old notes were used to fund a portion of the cash consideration payable in the mergers to purchase shares of EB common stock and to pay certain fees and related expenses. See “Use of Proceeds” for further information.	
Risk Factors
      You should refer to “Risk Factors” beginning on page 10 for an explanation of certain risks before deciding to participate in the exchange offer.

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RISK FACTORS
      You should carefully consider each of the following risks and all of the other information included or incorporated by reference in this prospectus before deciding to participate in the exchange offer described in this prospectus. Some of the following risks relate principally to your participation or failure to participate in the exchange offer and ownership of the notes. Other risks relate principally to our business in general and the industry in which we operate. Our business, financial condition or results of operations could be materially adversely affected due to any of these risks.
Risks Relating to the Exchange Offer
 	 	
 	There are significant consequences if you fail to exchange your old notes.	
      We did not register the old notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer. As a result, the old notes may only be transferred in limited circumstances under the securities laws. If you do not tender your old notes or the Issuers reject your tender, your old notes will continue to be subject to the restrictions on transfer set forth in the legend on the certificate for your old notes. In addition, you will not be entitled to any further registration rights or exchange rights, except under limited circumstances where the Issuers may be required to file and cause to become effective a shelf registration statement which could cover your resales of your old notes. However, your old notes will remain outstanding and entitled to the benefits of the indenture governing the notes. If you continue to hold old notes after the exchange offer, you may be unable to sell your old notes. Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing transfer restrictions.
 	 	
 	You cannot be sure that an active trading market for the exchange notes will develop.	
      While the old notes are presently eligible for trading in the PORTAL® Market, there is no existing market for the exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange. We do not know if an active public market for the exchange notes will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. We cannot make any assurances regarding the liquidity of the market for the exchange notes, the ability of holders to sell their exchange notes or the price at which holders may sell their exchange notes. In addition, the liquidity and the market price of the exchange notes may be adversely affected by changes in the overall market for securities similar to the exchange notes, by changes in our financial performance or prospects and by changes in conditions in our industry.
 	 	
 	You must follow the appropriate procedures to tender your old notes or they will not be exchanged.	
      The exchange notes will be issued in exchange for the old notes only after timely receipt by the exchange agent of the old notes or a book-entry confirmation related thereto, a properly completed and executed letter of transmittal or an agent’s message and all other required documentation. If you want to tender your old notes in exchange for exchange notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of old notes for exchange. Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the old notes in the exchange offer to participate in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections entitled “The Exchange Offer” and “Plan of Distribution” elsewhere in this prospectus.

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Risks Relating to Our Business
 	 	
 	The failure to successfully integrate Historical GameStop’s and EB’s businesses and operations in the expected timeframe may adversely affect our future results.	
      Prior to the mergers, Historical GameStop and EB operated independently. We will face significant challenges in continuing to consolidate Historical GameStop and EB functions and integrating their organizations, procedures and operations in a timely and efficient manner. The integration of Historical GameStop and EB has been and will be costly, complex and time consuming, and our management will have to devote substantial resources and efforts to it.
      The integration process and other disruptions resulting from the mergers could prevent us from achieving the anticipated benefits of the mergers and result in the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers, suppliers, employees and others with whom we have business dealings.
 	 	
 	We may fail to realize the anticipated synergies, cost savings and other benefits expected from the mergers.	
      The future success of GameStop will depend, in part, on our ability to realize the anticipated growth opportunities and cost savings from combining the businesses of Historical GameStop and EB. We estimate that cost savings and operating synergies resulting from the mergers will be approximately $70 to $80 million annually beginning in fiscal 2006. Such cost savings and operating synergies are expected to be realized by capitalizing on consolidation and integration of certain functions as well as through the adoption of best practices from both Historical GameStop and EB. However, to realize the anticipated benefits from the mergers, we must successfully combine the businesses of Historical GameStop and EB in a manner that permits those cost savings synergies to be realized. In addition, we must achieve these savings without adversely affecting our revenues. If we are not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected.
 	 	
 	We depend upon our key personnel and they would be difficult to replace.	
      Our success depends upon our ability to attract, motivate and retain key management for our stores and skilled merchandising, marketing and administrative personnel at our headquarters. We depend upon the continued services of our key executive officers. They include R. Richard Fontaine, our Chairman of the Board and Chief Executive Officer, Daniel A. DeMatteo, our Vice Chairman and Chief Operating Officer, Steven R. Morgan, our President, and David W. Carlson, our Executive Vice President and Chief Financial Officer. The loss of services of any of our key personnel could have a negative impact on our business.
 	 	
 	We depend upon the timely delivery of products.	
      We depend on major hardware manufacturers, primarily Sony Computer Entertainment of America, or Sony, Nintendo of America, Inc., or Nintendo, and Microsoft Corp., or Microsoft, to deliver new and existing video game platforms on a timely basis and in anticipated quantities. In addition, we depend on software publishers to introduce new and updated software titles. Any material delay in the introduction or delivery of hardware platforms or software titles could result in reduced sales in one or more fiscal quarters.
 	 	
 	We depend upon third parties to develop products and software.	
      Our business depends upon the continued development of new and enhanced video game platforms, PC hardware, and video game and PC entertainment software. Our business could suffer due to the failure of manufacturers to develop new or enhanced video game platforms, a decline in the continued technological development and use of multimedia PCs, or the failure of software publishers to develop popular game and entertainment titles for current or future generation video game systems or PC hardware.

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 	Our ability to obtain favorable terms from our suppliers may impact our financial results.	
      Our financial results depend significantly upon the business terms we can obtain from our suppliers, including competitive prices, unsold product return policies, advertising and market development allowances, freight charges and payment terms. We purchase substantially all of our products directly from manufacturers, software publishers and approximately five distributors. Our largest vendors are Sony, Microsoft and Electronic Arts, Inc., or Electronic Arts, which accounted for 18%, 13% and 11%, respectively, of our new product purchases in fiscal 2005. If our suppliers do not provide us with favorable business terms, we may not be able to offer products to our customers at competitive prices.
 	 	
 	If our vendors fail to provide marketing and merchandising support at historical levels, our sales and earnings could be negatively impacted.	
      The manufacturers of video game hardware and software and PC entertainment software have typically provided retailers with significant marketing and merchandising support for their products. As part of this support, we receive cooperative advertising and market development payments from these vendors. These cooperative advertising and market development payments enable us to actively promote and merchandise the products we sell and drive sales at our stores and on our website. We cannot assure you that vendors will continue to provide this support at historical levels. If they fail to do so, our sales and earnings could be negatively impacted.
 	 	
 	The electronic game industry is cyclical, which could cause significant fluctuation in our earnings.	
      The electronic game industry has been cyclical in nature in response to the introduction and maturation of new technology. Following the introduction of new video game platforms, sales of these platforms and related software and accessories generally increase due to initial demand, while sales of older platforms and related products generally decrease as customers migrate toward the new platforms. New video game platforms have historically been introduced approximately every five years. If video game platform manufacturers fail to develop new hardware platforms, our sales of video game products could decline.
 	 	
 	Pressure from our competitors may force us to reduce our prices or increase spending, which could decrease our profitability.	
      The electronic game industry is intensely competitive and subject to rapid changes in consumer preferences and frequent new product introductions. We compete with: mass merchants and regional chains, including Wal-Mart Stores, Inc., or Wal-Mart, and Target Corporation, or Target; computer product and consumer electronics stores, including Best Buy Co., Inc., or Best Buy, and Circuit City Stores, Inc., or Circuit City; other video game and PC software specialty stores located in malls and other locations; toy retail chains, including Toys “R” Us, Inc., or Toys “R” Us; mail-order businesses; catalogs; direct sales by software publishers; and online retailers. In addition, video games are available for rental from many video stores, some of whom, like Movie Gallery Inc. (Hollywood Video), or Movie Gallery, and Blockbuster, Inc., or Blockbuster, have increased the availability of video game products for sale. Video game products may also be distributed through other methods which may emerge in the future. We also compete with sellers of used video game products. Some of our competitors in the electronic game industry have longer operating histories and may have greater financial resources than we do. Additionally, we compete with other forms of entertainment activities, including movies, television, theater, sporting events and family entertainment centers. If we lose customers to our competitors, or if we reduce our prices or increase our spending to maintain our customers, we may be less profitable.
 	 	
 	International events could delay or prevent the delivery of products to our suppliers.	
      Our suppliers rely on foreign sources, primarily in Asia, to manufacture a portion of the products we purchase from them. As a result, any event causing a disruption of imports, including the imposition of import

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restrictions or trade restrictions in the form of tariffs or quotas, could increase the cost and reduce the supply of products available to us, which could lower our sales and profitability.
 	 	
 	Our international operations expose us to numerous risks.	
      We have international retail operations in Australia, Canada and Europe. Because release schedules for hardware and software introduction in these countries often differ from release schedules in the United States, the timing of increases and decreases in foreign sales may differ from the timing of increases or decreases in domestic sales. We are also subject to a number of other factors that may affect our current or future international operations. These include:
 	 	 	
 	• 	economic downturns;	
 	 	 	
 	• 	currency exchange rate fluctuations;	
 	 	 	
 	• 	international incidents;	
 	 	 	
 	• 	government instability; and	
 	 	 	
 	• 	an increasing number of competitors entering our current and potential markets.	

 	Possible changes in our global tax rate.	
      As a result of our operations in many foreign countries, our global tax rate is derived from a combination of applicable tax rates in the various jurisdictions in which we operate. Depending upon the sources of our income, any agreements we may have with taxing authorities in various jurisdictions and the tax filing positions we take in various jurisdictions, our overall tax rate may be higher than other companies or higher than our tax rates have been in the past. We base our estimate of an annual effective tax rate at any given point in time on a calculated mix of the tax rates applicable to our company and to estimates of the amount of income to be derived in any given jurisdiction. A change in the mix of our business from year to year and from country to country, changes in rules related to accounting for income taxes, changes in tax laws in any of the multiple jurisdictions in which we operate or adverse outcomes from the tax audits that regularly are in process in any jurisdiction in which we operate could result in an unfavorable change in our overall tax rate, which could have a material effect on our business and results of our operations.
 	 	
 	If we are unable to renew or enter into new leases on favorable terms, our revenue growth may decline.	
      All of our retail stores are located in leased premises. If the cost of leasing existing stores increases, we cannot assure you that we will be able to maintain our existing store locations as leases expire. In addition, we may not be able to enter into new leases on favorable terms or at all, or we may not be able to locate suitable alternative sites or additional sites for new store expansion in a timely manner. Our revenues and earnings may decline if we fail to maintain existing store locations, enter into new leases, locate alternative sites or find additional sites for new store expansion.
 	 	
 	The ability to download video games and play video games on the Internet could lower our sales.	
      While it is currently only possible to download current release video game software onto existing video game platforms over the Internet on a limited basis, at some point in the future this technology may become more prevalent. A limited selection of PC entertainment software and older generation video games may currently be purchased for download over the Internet, and as technology advances, a broader selection of games may become available for purchase and download or playing on the Internet. If advances in technology continue to expand our customers’ ability to access software through these and other sources, our customers may no longer choose to purchase video games or PC entertainment software in our stores. As a result, our sales and earnings could decline.

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 	If we fail to keep pace with changing industry technology, we will be at a competitive disadvantage.	
      The interactive entertainment industry is characterized by swiftly changing technology, evolving industry standards, frequent new and enhanced product introductions and product obsolescence. These characteristics require us to respond quickly to technological changes and to understand their impact on our customers’ preferences. If we fail to keep pace with these changes, our business may suffer.
 	 	
 	An adverse trend in sales during the holiday selling season could impact our financial results.	
      Our business, like that of many retailers, is seasonal, with the major portion of our sales and operating profit realized during the fourth fiscal quarter, which includes the holiday selling season. During fiscal 2005, on a pro forma basis, we generated approximately 38% of our sales and approximately 75% of our operating earnings during the fourth quarter. Any adverse trend in sales during the holiday selling season could lower our results of operations for the fourth quarter and the entire year.
 	 	
 	Our results of operations may fluctuate from quarter to quarter, which could affect our business, financial condition and results of operations.	
      Our results of operations may fluctuate from quarter to quarter depending upon several factors, some of which are beyond our control. These factors include:
 	 	 	
 	• 	the timing of new product releases;	
 	 	 	
 	• 	the timing of new store openings; and	
 	 	 	
 	• 	shifts in the timing of certain promotions.	
      These and other factors could affect our business, financial condition and results of operations, and this makes the prediction of our financial results on a quarterly basis difficult. Also, it is possible that our quarterly financial results may be below the expectations of public market analysts.
 	 	
 	Our failure to effectively manage new store openings could lower our sales and profitability.	
      Our growth strategy is largely dependent upon opening new stores and operating them profitably. We opened 377 stores in fiscal 2005 and expect to open approximately 400 new stores in fiscal 2006. EB opened 415 stores in fiscal 2005 prior to the consummation of the mergers. Our ability to open new stores and operate them profitably depends upon a number of factors, some of which may be beyond our control. These factors include:
 	 	 	
 	• 	the ability to identify new store locations, negotiate suitable leases and build out the stores in a timely and cost efficient manner;	
 	 	 	
 	• 	the ability to hire and train skilled associates;	
 	 	 	
 	• 	the ability to integrate new stores into our existing operations; and	
 	 	 	
 	• 	the ability to increase sales at new store locations.	
      Our growth will also depend on our ability to process increased merchandise volume resulting from new store openings through our inventory management systems and distribution facilities in a timely manner. If we fail to manage new store openings in a timely and cost efficient manner, our growth may decrease.

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 	If our management information systems fail to perform or are inadequate, our ability to manage our business could be disrupted.	
      We rely on computerized inventory and management systems to coordinate and manage the activities in our distribution centers, as well as to communicate distribution information to the off-site third-party operated distribution centers with which we work. The third-party distribution centers pick up products from our suppliers, repackage the products for each of our stores and ship those products to our stores by package carriers. We use inventory replenishment systems to track sales and inventory. Our ability to rapidly process incoming shipments of new release titles and deliver them to all of our stores, either that day or by the next morning, enables us to meet peak demand and replenish stores at least twice a week, to keep our stores in stock at optimum levels and to move inventory efficiently. If our inventory or management information systems fail to adequately perform these functions, our business could be adversely affected. In addition, if operations in any of our distribution centers were to shut down for a prolonged period of time or if these centers were unable to accommodate the continued store growth in a particular region, our business could suffer.
 	 	
 	We may engage in acquisitions which could negatively impact our business if we fail to successfully complete and integrate them.	
      To enhance our efforts to grow and compete, we may engage in acquisitions. Our plans to pursue future acquisitions are subject to our ability to negotiate favorable terms for these acquisitions. Accordingly, we cannot assure you that future acquisitions will be completed. In addition, to facilitate future acquisitions, we may take actions that could dilute the equity interests of our stockholders, increase our debt or cause us to assume contingent liabilities, all of which may have a detrimental effect on the price of our common stock. Finally, if any acquisitions are not successfully integrated with our business, our ongoing operations could be adversely affected.
Risks Relating to Our Indebtedness and the Notes
 	 	
 	To service our indebtedness, we will require a significant amount of cash, the availability of which depends on many factors beyond our control.	
      Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. These factors include:
 	 	 	
 	• 	our reliance on suppliers and vendors for sufficient quantities of their products and new product releases and our ability to obtain favorable terms from these suppliers and vendors;	
 	 	 	
 	• 	economic conditions affecting the electronic game industry as a whole;	
 	 	 	
 	• 	the highly competitive environment in the electronic game industry and the resulting pressure from our competitors potentially forcing us to reduce our prices or increase spending;	
 	 	 	
 	• 	our ability to open and operate new stores;	
 	 	 	
 	• 	our ability to attract and retain qualified personnel; and	
 	 	 	
 	• 	our dependence upon software publishers to develop popular game and entertainment titles for video game systems and PCs.	
      If our financial condition or operating results deteriorate, our relations with our creditors, including holders of the notes, the lenders under our Senior Credit Facility and our suppliers, may be materially and adversely impacted.

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 	As a result of the Transactions, we have substantial debt that could adversely impact cash availability for growth and operations and may increase our vulnerability to general adverse economic and industry conditions.	
      We incurred significant additional debt as a result of the Transactions. As of January 28, 2006, we had approximately $984.2 million of indebtedness, gross of the original issue discount on the old 8% notes of $8.2 million. Our debt service obligations with respect to this increased indebtedness could have an adverse impact on our earnings and cash flows for as long as the indebtedness is outstanding.
      Our increased indebtedness could have important consequences to you, including the following:
 	 	 	
 	• 	our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;	
 	 	 	
 	• 	we must use a substantial portion of our cash flow from operations to make debt service payments on the notes and our Senior Credit Facility, which will reduce the funds available to us for other purposes such as potential acquisitions and capital expenditures;	
 	 	 	
 	• 	we may have a higher level of indebtedness than some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition; and	
 	 	 	
 	• 	we are more vulnerable to general economic downturns and adverse developments in our business.	
      If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our Senior Credit Facility and the indenture governing the notes restrict our ability to dispose of assets and use the proceeds from such dispositions. We may not be able to consummate those dispositions, dispose of our assets at prices that we believe are fair or use the proceeds from asset sales to make payments on the notes and these proceeds may not be adequate to meet any debt service obligations then due.
 	 	
 	Because of our incurrence of floating rate debt resulting from financing arrangements entered into in connection with the mergers, we may be adversely affected by interest rate changes.	
      Our financial position is affected, in part, by fluctuations in interest rates. Significant portions of our outstanding debt are held at floating interest rates, including the old floating rate notes and, following the exchange offer, the new floating rate notes, and our Senior Credit Facility. In addition, under the terms of the indenture for the notes, if we do not complete an offer to exchange the old notes for the exchange notes by June 23, 2006, the interest rate on the notes will increase by 25 basis points for the first 90 days from June 23, 2006 and will increase by an additional 25 basis points at the beginning of each subsequent 90-day period thereafter (up to a maximum of 100 basis points). Increased interest rates may adversely affect our earnings and cash flow by increasing the amount of interest expense that we are obligated to pay on our floating rate debt.
      Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A significant increase in interest rates could have a material adverse effect on our financial position and results of operations.

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 	Your right to receive payments on the notes will be effectively junior to our secured indebtedness to the extent of the value of the assets securing such indebtedness.	
      The old notes are, and the exchange notes will be, unsecured. As such, the old notes are, and the exchange notes will be, effectively ranked junior to our secured indebtedness, including our Senior Credit Facility. As a result, upon any distribution to our creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or our property, the holders of our secured indebtedness and related guarantee obligations, including under our Senior Credit Facility, will be entitled to be paid in full to the extent of the value of the assets securing such indebtedness before any payment may be made with respect to the notes.
      As of January 28, 2006, the old notes and the related guarantees were effectively subordinated to approximately $9.5 million of secured indebtedness and approximately $397.7 million would have been available for future borrowing as additional senior secured indebtedness under our Senior Credit Facility, subject to a borrowing base.
 	 	
 	Claims of holders of the notes will be structurally junior to claims of creditors of all of our existing and future non-guarantor subsidiaries.	
      The old notes are, and the exchange notes will be, only guaranteed by our direct and indirect domestic wholly-owned subsidiaries (other than GameStop, Inc.). Our non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right we or the guarantors have to receive any assets of any of our non-guarantor subsidiaries upon the liquidation or reorganization of those non-guarantor subsidiaries, and the consequent rights of holders of notes to realize proceeds from the sale of any of those non-guarantor subsidiaries’ assets, will be structurally junior to the claims of those non-guarantor subsidiaries’ creditors, including trade creditors and holders of debt of those subsidiaries. As of January 28, 2006, such non-guarantor subsidiaries had total liabilities of approximately $143.9 million, including indebtedness of $0.6 million.
 	 	
 	Our operations are substantially restricted by the indenture governing the notes and the terms of our Senior Credit Facility.	
      The indenture for the notes imposes, and the terms of any future debt may impose, significant operating and financial restrictions on us. These restrictions, among other things, limit the Issuers’ ability and the ability of GameStop’s restricted subsidiaries to:
 	 	 	
 	• 	incur, assume or permit to exist additional indebtedness or guaranty obligations;	
 	 	 	
 	• 	incur liens or agree to negative pledges in other agreements;	
 	 	 	
 	• 	engage in sale and leaseback transactions;	
 	 	 	
 	• 	make loans and investments;	
 	 	 	
 	• 	declare dividends, make payments or redeem or repurchase capital stock;	
 	 	 	
 	• 	engage in mergers, acquisitions and other business combinations;	
 	 	 	
 	• 	prepay, redeem or purchase certain indebtedness, including the notes;	
 	 	 	
 	• 	amend or otherwise alter the terms of our organizational documents and our indebtedness, including the notes;	
 	 	 	
 	• 	sell assets; and	
 	 	 	
 	• 	transact with affiliates.	
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      We cannot assure you that these covenants will not adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities.
      The Senior Credit Facility contains various restrictive covenants prohibiting us, in certain circumstances, from, among other things, prepaying, redeeming or purchasing certain indebtedness.
 	 	
 	Most of the covenants in the indenture will be suspended during any future period that we have an investment grade rating from both rating agencies, and during any such period you will not have the benefit of those covenants.	
      Most of the covenants in the indenture, as well as our obligation to offer to repurchase notes following certain asset sales, will be suspended if the notes obtain an investment grade rating from Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and we are not in default under the indenture. If such a suspension occurs, the protections afforded to you by the covenants that have been suspended will not be restored until the investment grade rating assigned by either of the ratings agencies to the notes subsequently declines. See “Description of the Exchange Notes — Certain Covenants — Suspension of Applicability of Certain Covenants in Certain Circumstances.”
 	 	
 	Despite current anticipated indebtedness levels and restrictive covenants, we may incur additional indebtedness in the future.	
      Despite our current level of indebtedness, we may be able to incur substantial additional indebtedness in the future, including additional secured indebtedness. Although the terms of the indenture governing the notes and our Senior Credit Facility restrict the Issuers and GameStop’s restricted subsidiaries from incurring additional indebtedness, these restrictions are subject to important exceptions and qualifications. If we incur additional indebtedness, the risks that we now face as a result of our leverage could intensify.
 	 	
 	We may not be able to repurchase the notes upon a change of control.	
      Upon a change of control, we must offer to repurchase all the outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. We may not be able to repurchase the notes upon a change of control because we may not have sufficient funds. Further, we may be contractually restricted under the terms of our Senior Credit Facility or our future indebtedness from repurchasing all the notes tendered by holders upon a change of control and we may not be able to obtain necessary consents under our Senior Credit Facility or our future indebtedness to repurchase all of the notes. In addition, this change of control provision may not necessarily protect holders of the notes if we engage in a highly leveraged transaction or certain other transactions involving us or our subsidiaries.
 	 	
 	Federal and state fraudulent transfer laws permit a court to void or subordinate the notes and related guarantees, and if that occurs, you may not receive any payments on the notes.	
      Under federal and state fraudulent transfer and conveyance statutes, a court could void the obligations under the notes and the related guarantees, further subordinate the notes and the guarantees, require the holders of the notes to repay payments made to them on account of the notes or take other action detrimental to you, if, among other things, at the time the indebtedness under the notes was incurred or the guarantees were given, either of the Issuers or a guarantor, as applicable:
 	 	 	
 	• 	issued the notes or a guarantee with actual intent to hinder, delay or defraud present or future creditors; or	
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 	• 	received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, one of the following is also true:	

 	• 	either of the Issuers or any guarantor was insolvent, or rendered insolvent, by reason of the issuance of the notes and/or guarantees;	
 	 	 	
 	• 	the issuance of the notes and/or the guarantees left either of the Issuers or any guarantor with an unreasonably small amount of capital to carry on the business; or	
 	 	 	
 	• 	either of the Issuers or any guarantor intended to incur, or believed it would incur, debts that we or it would be unable to pay as they become due and matured.	
      While the measures of insolvency for fraudulent transfer purposes vary depending on the law to be applied, generally, an entity would be considered insolvent if, at the time it incurred indebtedness:
 	 	 	
 	• 	the sum of its debts was greater than the fair value of all its assets;	
 	 	 	
 	• 	the present fair saleable value of its assets is less than the amount required to pay the probable liability on its existing debts and liabilities as they become due; or	
 	 	 	
 	• 	it cannot pay its debts as they become due.	
      In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes. Further, the avoidance of the notes and the guarantees could result in an event of default with respect to our other debt and that of our subsidiaries, which could result in acceleration of such debt. We cannot be certain as to the standards a court would use to determine whether or not either of the Issuers or a guarantor was solvent at the relevant time, or, regardless of the standard that a court uses, that the issuance of the notes and the guarantees would not be avoided as a fraudulent transfer, or be further subordinated to either of the Issuers’ or any guarantor’s other debt and that you may not be required to return payments made to you on account of the notes and the guarantees.

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USE OF PROCEEDS
      The Issuers will not receive any proceeds from the exchange offer. Because the exchange notes have substantially identical terms as the old notes, the issuance of the exchange notes will not result in any increase in the Issuers’ indebtedness. Any old notes that are properly tendered and exchanged pursuant to the exchange offer will be retired and cancelled. The exchange offer is intended to satisfy the Issuers’ obligations under the registration rights agreement they entered into in connection with the private offering of the old notes. The proceeds of the offering of the old notes were approximately $941.5 million, net of the original issue discount of $8.5 million. These proceeds were used to fund a portion of the cash consideration payable in the mergers to purchase shares of EB common stock and to pay certain fees and related expenses.

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CAPITALIZATION
      The following table sets forth our consolidated cash and cash equivalents and total capitalization as of January 28, 2006.
      You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and the related accompanying notes included elsewhere in this prospectus.
 	 	 	 	 	 	 	
 	 	As of January 28, 2006	 	
 	 	 	 	
 	 	(In thousands)	 	
Cash and cash equivalents	 	$	401,593	 	
 	 	 	 	
Short-term borrowings:	 	 	 	 	
 	Revolving loans(1)	 	 	—	 	
 	Current installment on long-term debt	 	$	12,527	 	
 	 	 	 	
 	 	Total short-term debt	 	 	12,527	 	
Long-term borrowings:	 	 	 	 	
 	New credit facility	 	$	—	 	
 	Long-term debt	 	 	21,675	 	
 	Notes offered hereby, at face	 	 	950,000	 	
 	 	 	 	
 	 	Total long-term debt	 	 	971,675	 	
 	 	 	 	
Total debt	 	 	984,202	 	
Stockholders’ equity	 	 	1,114,713	 	
 	 	 	 	
Total capitalization	 	$	2,098,915	 	

 	 	
(1) 	Borrowings under the Senior Credit Facility are limited to the lesser of $400.0 million or the borrowing base.	
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
      The following unaudited pro forma condensed consolidated statement of operations for the fiscal year ended January 28, 2006 gives effect to the Transactions as if they occurred on January 30, 2005. GameStop’s fiscal year is, and those of Historical GameStop and EB were, composed of the 52 or 53 weeks ending on the Saturday closest to January 31. Following the mergers, the financial statements of Historical GameStop became the financial statements of GameStop. Reclassifications have been made to the historical financial statements of GameStop and EB to conform to the presentation used in the unaudited pro forma financial information.
      In the mergers, Historical GameStop’s stockholders received one share of GameStop’s Class A common stock for each share of Historical GameStop’s Class A common stock owned and one share of GameStop’s Class B common stock for each share of Historical GameStop’s Class B common stock owned. Approximately 22.2 million shares of GameStop’s Class A common stock were issued in exchange for all outstanding Class A common stock of Historical GameStop based on the one-for-one exchange ratio and approximately 29.9 million shares of GameStop’s Class B common stock were issued in exchange for all outstanding Class B common stock of Historical GameStop based on the one-for-one exchange ratio. EB stockholders received $38.15 in cash and .78795 of a share of GameStop’s Class A common stock for each EB share owned. In aggregate, 20.2 million shares of GameStop’s Class A common stock were issued to EB stockholders at a value of approximately $437.1 million (based on the closing price of $21.61 of Historical GameStop’s Class A common stock on April 15, 2005, the last trading day before the date the then proposed mergers were announced). In addition, approximately $993.3 million in cash was paid in consideration for (i) all outstanding common stock of EB and (ii) all outstanding stock options of EB. Including transaction costs of approximately $13.6 million incurred by Historical GameStop, the total consideration paid was approximately $1.4 billion.
      The mergers and related transactions were treated as a purchase business combination for accounting purposes. The purchase price has been allocated based on the estimated fair values of EB’s assets acquired and liabilities assumed on October 8, 2005, the date the mergers were consummated. The purchase price allocation is preliminary and a final determination of required purchase accounting adjustments will be made upon completion of our integration plans. In determining the preliminary purchase price allocation, our management considered, among other factors, our intention to use the acquired assets. The total weighted average amortization period for the intangible assets, excluding goodwill, is approximately four years. These intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. None of the goodwill is deductible for income tax purposes.
      We estimate that cost savings and operating synergies resulting from the mergers will be approximately $70 to $80 million annually beginning in fiscal 2006. Such cost savings and operating synergies are expected to be realized by capitalizing on consolidation and integration of certain functions as well as through the adoption of best practices from both Historical GameStop and EB. The accompanying unaudited pro forma condensed consolidated statement of operations does not include any cost saving synergies which may be achievable or the impact of non-recurring expenses and costs which are directly related to the mergers.
      The unaudited pro forma financial information shown under this heading is presented for informational purposes only, is not necessarily indicative of the results of operations that would actually have occurred had the Transactions been consummated at the beginning of the periods presented, nor is it necessarily indicative of future operating results. We have not finalized integration plans, and accordingly, this pro forma information does not include all costs related to the mergers. The unaudited pro forma financial information under this heading and the accompanying notes should be read together with the consolidated financial statements and related notes included elsewhere in this prospectus.

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GAMESTOP CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	GameStop	 	 	EB	 	 	 	 	 	
 	 	January 28,	 	 	October 8,	 	 	Pro Forma	 	 	GameStop	 	
For the Fiscal Year Ended January 28, 2006	 	2006	 	 	2005(a)	 	 	Adjustments	 	 	Pro Forma	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands, except per share data)	 	
Sales	 	$	3,091,783	 	 	$	1,302,107	 	 	$	—	 	 	$	4,393,890	 	
Cost of sales	 	 	2,219,753	 	 	 	935,175	 	 	 	—	 	 	 	3,154,928	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	872,030	 	 	 	366,932	 	 	 	—	 	 	 	1,238,962	 	
Selling, general and administrative expenses	 	 	599,343	 	 	 	331,424	 	 	 	—	 	 	 	930,767	 	
Depreciation and amortization	 	 	66,355	 	 	 	30,573	 	 	 	(2,640	)(b)	 	 	94,288	 	
Merger-related expenses	 	 	13,600	 	 	 	2,900	 	 	 	(16,500	)(c)	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Operating earnings	 	 	192,732	 	 	 	2,035	 	 	 	19,140	 	 	 	213,907	 	
Interest expense (income), net	 	 	25,292	 	 	 	(1,927	)	 	 	52,528	(d)	 	 	78,339	 	
 	 	 	 	 	 	 	 	 	 	 	2,446	(e)	 	 	 	 	
Merger-related interest expense	 	 	7,518	 	 	 	—	 	 	 	(7,518	)(c)	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Earnings (loss) before income tax expense (benefit)	 	 	159,922	 	 	 	3,962	 	 	 	(28,316	)	 	 	135,568	 	
Income tax expense (benefit)	 	 	59,138	 	 	 	1,415	 	 	 	(11,071	)(f)	 	 	49,482	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings (loss)	 	$	100,784	 	 	$	2,547	 	 	$	(17,245	)	 	$	86,086	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss) per Class A and Class B common share — basic	 	$	1.74	(h)	 	$	0.10	 	 	$	(0.64	)	 	$	1.20	(i)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	(25,065	)(g)	 	 	 	 	
Weighted average shares of common stock — basic	 	 	57,920	 	 	 	25,065	 	 	 	14,005	(g)	 	 	71,925	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss) per Class A and Class B common share — diluted	 	$	1.61	(h)	 	$	0.10	 	 	$	(0.58	)	 	$	1.13	(i)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	(25,396	)(g)	 	 	 	 	
Weighted average shares of common stock — diluted	 	 	62,486	 	 	 	25,396	 	 	 	14,005	(g)	 	 	76,491	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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GAMESTOP CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
(In thousands, except per share data)
      (a) Certain reclassifications have been made to the historical presentation of GameStop and EB to conform to the presentation used in the unaudited pro forma condensed consolidated statement of operations. The historical presentation of EB includes the results of operations for the 36 weeks ended October 8, 2005, the date of the mergers.
      (b) To give effect to the intangible asset amortization and depreciation on the property and equipment adjustment based on the preliminary allocation of the purchase price over estimated useful lives.
      (c) To give effect to the exclusion of certain expenses of $16,500 and financing costs of $7,518, which are directly attributable to the mergers and are believed to be of a one-time or short-term nature.
      (d) To give effect to the interest expense incurred related to the receipt of $941,472 resulting from issuance of $650,000 in old 8% notes at an interest rate of 8.0% and $300,000 in old floating rate notes at an interest rate of LIBOR plus 3.875%. The old 8% notes were issued at a discount of $8,528 and interest expense includes the amortization of this discount over seven years.
      (e) To give effect to the amortization of deferred financing fees relating to the Senior Credit Facility, the old floating rate notes and the old 8% notes over five, six and seven years to match the terms, respectively.
      (f) Represents the aggregate pro forma effective income tax effect of Notes (b), (c), (d) and (e) above.
      (g) The pro forma earnings per share have been adjusted to reflect the issuance of 20,229 shares of GameStop Class A common stock to EB common stockholders as if they were issued on January 30, 2005.
      (h) The holders of Historical GameStop Class A and Class B common stock generally had identical rights, except that the holders of Historical GameStop Class A common stock were entitled to one vote per share and the holders of Historical GameStop Class B common stock were entitled to ten votes per share on all matters to be voted on by stockholders. Earnings per common share amounts represent per share amounts for both classes of common stock.
      (i) The holders of GameStop Class A and Class B common stock generally have identical rights, except that the holders of GameStop Class A common stock are entitled to one vote per share and the holders of GameStop Class B common stock are entitled to ten votes per share on all matters to be voted on by stockholders. Earnings per common share amounts represent per share amounts for both classes of common stock.

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SELECTED HISTORICAL FINANCIAL INFORMATION
      The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” GameStop’s audited historical consolidated financial statements as of January 28, 2006 and January 29, 2005 and for the fiscal years ended January 28, 2006, January 29, 2005 and January 31, 2004, each included elsewhere in this prospectus. The selected financial data as of January 31, 2004, February 1, 2003 and February 2, 2002 and for the fiscal years ended February 1, 2003 and February 2, 2002 was derived from GameStop’s audited historical consolidated financial statements not included elsewhere in this prospectus.
      The mergers have been treated as a purchase business combination for accounting purposes, with Historical GameStop designated as the acquirer. Therefore, the historical financial statements of Historical GameStop became the historical financial statements of GameStop. The accompanying historical consolidated financial statements as of and for the fiscal year ended January 28, 2006 of GameStop include the results of operations of EB from October 9, 2005 forward. Therefore, GameStop’s operating results for the fiscal year ended January 28, 2006 include 16 weeks of EB’s results and 52 weeks of Historical GameStop’s results.
      Historical GameStop’s fiscal year was composed of 52 or 53 weeks ending on the Saturday closest to January 31. Fiscal 2005, fiscal 2004, fiscal 2003, fiscal 2002 and fiscal 2001 each consisted of 52 weeks. Following the mergers, GameStop adopted the same method of designating its fiscal years as that previously employed by Historical GameStop.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	 	February 1,	 	 	February 2,	 	
 	 	2006(1)	 	 	2005	 	 	2004	 	 	2003	 	 	2002	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	In thousands, except per share data and statistical data	 	
Statement of Operations Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales	 	$	3,091,783	 	 	$	1,842,806	 	 	$	1,578,838	 	 	$	1,352,791	 	 	$	1,121,138	 	
Cost of sales	 	 	2,219,753	 	 	 	1,333,506	 	 	 	1,145,893	 	 	 	1,012,145	 	 	 	855,386	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	872,030	 	 	 	509,300	 	 	 	432,945	 	 	 	340,646	 	 	 	265,752	 	
Selling, general and administrative expenses(2)	 	 	599,343	 	 	 	373,364	 	 	 	299,193	 	 	 	230,461	 	 	 	200,698	 	
Depreciation and amortization(2)	 	 	66,355	 	 	 	36,789	 	 	 	29,368	 	 	 	23,114	 	 	 	19,842	 	
Amortization of goodwill	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	11,125	 	
Merger-related expenses	 	 	13,600	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating earnings	 	 	192,732	 	 	 	99,147	 	 	 	104,384	 	 	 	87,071	 	 	 	34,087	 	
Interest expense (income), net	 	 	25,292	 	 	 	236	 	 	 	(804	)	 	 	(630	)	 	 	19,452	 	
Merger-related interest expense	 	 	7,518	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before income taxes	 	 	159,922	 	 	 	98,911	 	 	 	105,188	 	 	 	87,701	 	 	 	14,635	 	
Income tax expense	 	 	59,138	 	 	 	37,985	 	 	 	41,721	 	 	 	35,297	 	 	 	7,675	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	$	100,784	 	 	$	60,926	 	 	$	63,467	 	 	$	52,404	 	 	$	6,960	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — basic	 	$	1.74	 	 	$	1.11	 	 	$	1.13	 	 	$	0.93	 	 	$	0.19	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding — basic	 	 	57,920	 	 	 	54,662	 	 	 	56,330	 	 	 	56,289	 	 	 	36,009	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — diluted	 	$	1.61	 	 	$	1.05	 	 	$	1.06	 	 	$	0.87	 	 	$	0.18	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding — diluted	 	 	62,486	 	 	 	57,796	 	 	 	59,764	 	 	 	60,419	 	 	 	39,397	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	 	February 1,	 	 	February 2,	 	
 	 	2006(1)	 	 	2005	 	 	2004	 	 	2003	 	 	2002	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	In thousands, except per share data and statistical data	 	
Other Financial Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings excluding the after-tax effect of goodwill amortization(3)	 	$	100,784	 	 	$	60,926	 	 	$	63,467	 	 	$	52,404	 	 	$	15,373	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings per share excluding the after-tax effect of goodwill amortization — diluted(3)	 	$	1.61	 	 	$	1.05	 	 	$	1.06	 	 	$	0.87	 	 	$	0.39	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Store Operating Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stores open at the end of period	 	 	4,490	 	 	 	1,826	 	 	 	1,514	 	 	 	1,231	 	 	 	1,038	 	
Comparable store sales increase (decrease)(4)	 	 	(1.4	)%	 	 	1.7	%	 	 	0.8	%	 	 	11.4	%	 	 	32.0	%	
Inventory turnover	 	 	5.0	 	 	 	5.4	 	 	 	4.9	 	 	 	4.9	 	 	 	5.2	 	
Balance Sheet Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Working capital	 	$	233,591	 	 	$	111,093	 	 	$	188,378	 	 	$	174,482	 	 	$	31,107	 	
Total assets(2)	 	 	3,015,119	 	 	 	915,983	 	 	 	902,189	 	 	 	806,237	 	 	 	608,674	 	
Total debt	 	 	975,990	 	 	 	36,520	 	 	 	—	 	 	 	—	 	 	 	399,623	 	
Total liabilities(2)	 	 	1,900,406	 	 	 	372,972	 	 	 	308,156	 	 	 	257,562	 	 	 	612,659	 	
Stockholders’ equity (deficit)	 	 	1,114,713	 	 	 	543,011	 	 	 	594,033	 	 	 	548,675	 	 	 	(3,985	)	

(1) 	Includes the results of operations of EB from October 9, 2005, the day after completion of the mergers, through January 28, 2006. The addition of EB’s results affects the comparability of amounts from fiscal periods before fiscal 2005.	
 	 	
(2) 	In 2004, we revised our method of accounting for rent expense to conform to GAAP, as clarified by the Chief Accountant of the SEC in a February 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 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 we are reasonably assured of exercising lease options and to include any “rent holiday” period (a period during which the Company is not obligated to pay rent) the lease allows while the store is being constructed. We also corrected our 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 fiscal 2004 was not material and the adjustment does not affect historical or future cash flows or the timing of payments under related leases. See Note 1 of “Notes to Consolidated Financial Statements” of the Company for additional information concerning lease accounting.	
 	 	
(3) 	Net earnings excluding the after-tax effect of goodwill amortization is presented here to provide additional information about our operations. These items should be considered in addition to, but not as a substitute for or superior to, operating earnings, net earnings, cash flow and other measures of financial performance prepared in accordance with GAAP.	
 	 	
(4) 	Stores are included in our comparable store sales base beginning in the 13th month of operation.	
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RATIOS OF EARNINGS TO FIXED CHARGES
      The following table sets forth our unaudited historical ratios of earnings to fixed charges for the periods indicated below. We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. For this purpose, earnings include earnings before income tax expense plus fixed charges. Fixed charges include interest and amortization of the issue discount on the old 8% notes.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	 	February 1,	 	 	February 2,	 	
 	 	2006	 	 	2005	 	 	2004	 	 	2003	 	 	2002	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Dollars in thousands)	 	
Earnings:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before income taxes	 	$	159,922	 	 	$	98,911	 	 	$	105,188	 	 	$	87,701	 	 	$	14,635	 	
Fixed charges	 	 	65,864	 	 	 	23,565	 	 	 	16,932	 	 	 	14,616	 	 	 	31,335	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted earnings	 	$	225,786	 	 	$	122,476	 	 	$	122,120	 	 	$	102,317	 	 	$	45,970	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of earnings to fixed charges	 	 	3.4	 	 	 	5.2	 	 	 	7.2	 	 	 	7.0	 	 	 	1.5	 	
Fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	$	30,111	 	 	$	2,155	 	 	$	663	 	 	$	1,368	 	 	$	19,575	 	
Amortization of issue discount	 	 	316	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Interest portion of net rental expense(1)	 	 	35,437	 	 	 	21,410	 	 	 	16,269	 	 	 	13,248	 	 	 	11,760	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total fixed charges	 	$	65,864	 	 	$	23,565	 	 	$	16,932	 	 	$	14,616	 	 	$	31,335	 	

 	 	
(1) 	The interest portion of net rental expense is estimated to be equal to 28% of the minimum rental expense for the period.	
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      The following discussion should be read in conjunction with the information contained in our consolidated financial statements, including the notes thereto, which appear elsewhere in this prospectus. Statements regarding future economic performance, management’s plans and objectives, and any statement concerning assumptions related to the foregoing contained in this section constitute forward-looking statements. Certain factors, which may cause actual results to vary from these forward-looking statements, accompany such statements or appear elsewhere in this prospectus, including the factors disclosed under “Forward-Looking Statements,” “Risk Factors,” and “Unaudited Pro Forma Financial Information.”
General
      We are the world’s largest retailer of video game products and PC entertainment software. We sell new and used video game hardware, video game software and accessories, as well as PC entertainment software and related accessories and other merchandise. As of January 28, 2006, we operated 4,490 stores, in the United States, Australia, Canada and Europe, primarily under the names GameStop and EB Games. We also operate electronic commerce web sites under the names gamestop.com and ebgames.com and publish  Game Informer , the industry’s largest circulation multi-platform video game magazine in the United States.
      Our fiscal year is composed of 52 or 53 weeks ending on the Saturday closest to January 31. Fiscal 2005, fiscal 2004 and fiscal 2003 each consisted of 52 weeks.
      The mergers have been treated as a purchase business combination for accounting purposes, with Historical GameStop designated as the acquirer. Therefore, the historical financial statements of Historical GameStop became the historical financial statements of GameStop. The consolidated financial statements and notes thereto included elsewhere in this prospectus include the results of operations of EB from October 9, 2005 forward. Therefore, the Company’s operating results for fiscal 2005 include 16 weeks of EB’s results and 52 weeks of Historical GameStop’s results. Management expects sales, sales mix, cost of sales, gross profit, selling general and administrative expenses, depreciation and amortization and interest expense in fiscal 2006 to be significantly impacted by including the operations of EB for a full year, as opposed to 16 weeks in fiscal 2005, which included the holiday selling season. Growth in each of these statement of operations line items will come from each of the Company’s business segments.
      Growth in the video game industry is driven by the introduction of new technology. In October 2000, Sony introduced PlayStation 2 and, in November 2001, Microsoft introduced Xbox and Nintendo introduced GameCube. Nintendo introduced the Game Boy Advance SP in March 2003 and the DS in November 2004. Sony introduced the PlayStation Portable, or the Sony PSP, in March 2005 and Microsoft introduced the Xbox 360 in November 2005. As is typical following the introduction of new video game platforms, sales of new video game hardware generally increase as a percentage of sales in the first full year following introduction. As video game platforms mature, the sales mix attributable to complementary video game software and accessories, which generate higher gross margins, generally increases in the second and third years. The net effect is generally a decline in gross margins in the first full year following new platform releases and an increase in gross margins in the second and third years. Unit sales of maturing video game platforms are typically also driven by manufacturer-funded retail price decreases, further driving sales of related software and accessories. We expect that the installed base of the hardware platforms listed above and sales of related software and accessories will increase in the future. Sony is expected to launch the PlayStation 3 and Nintendo is expected to launch the Revolution in late 2006. We expect that our gross margin in fiscal 2006 will be impacted by the anticipated launches of these new products.

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Critical Accounting Policies
      The Company believes that the following are its most significant accounting policies which are important in determining the reporting of transactions and events:
      Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Changes in the estimates and assumptions used by management could have significant impact on the Company’s financial results. Actual results could differ from those estimates.
      Revenue Recognition. Revenue from the sales of the Company’s products is recognized at the time of sale. The sales of used video game products are recorded at the retail price charged to the customer. Sales returns (which are not significant) are recognized at the time returns are made. Subscription and advertising revenues are recorded upon release of magazines for sale to consumers and are stated net of sales discounts. Magazine subscription revenue is recognized on a straight-line basis over the subscription period. Revenue from the sales of product replacement plans is recognized on a straight-line basis over the coverage period.
      Merchandise Inventories. Our merchandise inventories are carried at the lower of cost or market using the average cost method. Used video game products traded in by customers are recorded as inventory at the amount of the store credit given to the customer. In valuing inventory, management is required to make assumptions regarding the necessity of reserves required to value potentially obsolete or over-valued items at the lower of cost or market. Management considers quantities on hand, recent sales, potential price protections and returns to vendors, among other factors, when making these assumptions.
      Property and Equipment. Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation on furniture, fixtures and equipment is computed using the straight-line method over estimated useful lives (ranging from two to eight years). Maintenance and repairs are expensed as incurred, while betterments and major remodeling costs are capitalized. Leasehold improvements are capitalized and amortized over the shorter of their estimated useful lives or the terms of the respective leases, including renewal options in which the exercise of the option is reasonably assured (generally ranging from three to ten years). Costs incurred in purchasing management information systems are capitalized and included in property and equipment. These costs are amortized over their estimated useful lives from the date the systems become operational. The Company periodically reviews its property and equipment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. The Company assesses recoverability based on several factors, including management’s intention with respect to its stores and those stores’ projected undiscounted cash flows. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the present value of their projected cash flows. As a result of the mergers and an analysis of assets to be abandoned, the Company impaired assets totaling $9.0 million. Write-downs incurred by the Company through January 28, 2006 which were not related to the mergers have not been material.
      Merger-Related Costs. In connection with the mergers, management incurred merger-related costs and commenced integration activities which have resulted in, or will result in, involuntary employment terminations, lease terminations, disposals of property and equipment and other costs and expenses. Approximately $65.7 million of these costs and expenses were charged to acquisition costs, representing a portion of the recorded goodwill, and approximately $21.1 million were charged to costs and expenses in the accompanying consolidated statement of operations. The liability for involuntary termination benefits covers severance amounts, payroll taxes and benefit costs for approximately 680 employees, primarily in general and administrative functions in EB’s Pennsylvania corporate office and distribution center and Nevada call center, which are expected to be closed in the first half of fiscal 2006. Termination of these employees began in October 2005 and is expected to be completed by July 2006. Certain senior executives with EB received payments in the amount of $4.0 million in accordance with employment contracts. The Pennsylvania

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corporate office and distribution center are owned facilities which are currently being marketed for sale and are classified in the accompanying consolidated balance sheet as “Assets held for sale.” Sale of these facilities is expected to occur in fiscal 2006.
      The liability for lease terminations is associated with stores and the Nevada call center to be closed and will be paid over the remaining lease terms through 2015 if the Company is unsuccessful in negotiating lease terminations or sublease agreements. The Company began closing these stores in fiscal 2005 and intends to close the remainder of these stores in the next 12 to 24 months. The disposals of property and equipment are related to assets of Historical GameStop which are either impaired or have been, or will be, either abandoned or disposed of due to the mergers. Certain costs associated with the disposition of these assets remain as an accrual until the assets are disposed of and the costs are paid, which is expected to occur in the next few months.
      Merger-related costs include professional fees, financing costs and other costs associated with the mergers and include certain ongoing costs associated with integrating the operations of Historical GameStop and EB, including relocation costs. The Company is working to finalize integration plans which may result in additional involuntary employment terminations, lease and other contractual terminations and employee relocations. The Company will finalize integration plans and related liabilities in fiscal 2006 and management anticipates completion of all integration activities in fiscal 2006. Finalization of integration plans may result in additional liabilities which will increase goodwill. Note 2 of “Notes to Consolidated Financial Statements” of the Company provides additional information on the merger costs and related liabilities.
      Goodwill. Goodwill, aggregating $340.0 million was recorded in the acquisition of Funco, Inc., or Funco, in 2000 and through the application of “push-down” accounting in accordance with SAB 54 in connection with the acquisition of Babbage’s Etc. LLC, or Babbage’s, in 1999 by a subsidiary of Barnes & Noble, Inc., or Barnes & Noble. Goodwill in the amount of $2.9 million was recorded in connection with the acquisition of Gamesworld Group Limited in 2003. Goodwill in the amount of $1,071.5 million was recorded in connection with the mergers. Goodwill represents the excess purchase price over tangible net assets and identifiable intangible assets acquired. The Company evaluates goodwill for impairment on at least an annual basis. In accordance with the requirements of Statement of Financial Accounting Standards No. 142,  Goodwill and Other Intangible Assets  (“SFAS 142”), the Company completed annual impairment tests of the goodwill attributable to its reporting unit as of the first day of the fourth quarter of fiscal 2003 and fiscal 2004 and concluded that none of its goodwill was impaired. Through January 29, 2005, the Company determined that it had one reporting unit based upon the similar economic characteristics of its operations. Fair value of this reporting unit was estimated using market capitalization methodologies. Subsequent to the mergers, the Company determined that it has four reporting units, the United States, Australia, Canada and Europe, based upon the similar economic characteristics of operations in those regions. The Company employed the services of an independent valuation specialist to assist in the allocation of goodwill resulting from the mergers to the four reporting units as of October 8, 2005, the date of the mergers. The Company also completed its annual impairment test of goodwill as of the first day of the fourth quarter of fiscal 2005 and concluded that none of its goodwill was impaired. Note 7 of “Notes to Consolidated Financial Statements” of the Company provides additional information concerning goodwill.
      Intangible Assets. Intangible assets consist of non-compete agreements, point-of-sale software and amounts attributed to favorable leasehold interests acquired in the mergers and are included in other non-current assets in the consolidated balance sheet. The total weighted-average amortization period for the intangible assets, excluding goodwill, is approximately four years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized, with no expected residual value. The deferred financing fees associated with the Company’s revolving credit facility and the senior notes and senior floating rate notes issued in connection with the financing of the mergers are separately shown in the consolidated balance sheet. The deferred financing fees are being amortized over five, six and seven years to match the terms of the revolving credit facility, the senior floating rate notes and the senior notes, respectively.

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      Cash Consideration Received from Vendors. The Company and its vendors participate in cooperative advertising programs and other vendor marketing programs in which the vendors provide the Company with cash consideration in exchange for marketing and advertising the vendors’ products. Our accounting for cooperative advertising arrangements and other vendor marketing programs, in accordance with FASB Emerging Issues Task Force Issue 02-16 or “EITF 02-16,” results in a portion of the consideration received from our vendors reducing the product costs in inventory. The consideration serving as a reduction in inventory is recognized in cost of sales as inventory is sold. The amount of vendor allowances recorded as a reduction of inventory is determined by calculating the ratio of vendor allowances in excess of specific, incremental and identifiable advertising and promotional costs to merchandise purchases. The Company then applies this ratio to the value of inventory in determining the amount of vendor reimbursements recorded as a reduction to inventory reflected on the balance sheet. Because of the variability in the timing of our advertising and marketing programs throughout the year, the Company uses significant estimates in determining the amount of vendor allowances recorded as a reduction of inventory in interim periods, including estimates of full year vendor allowances, specific, incremental and identifiable advertising and promotional costs, merchandise purchases and value of inventory. Estimates of full year vendor allowances and the value of inventory are dependent upon estimates of full year merchandise purchases. Determining the amount of vendor allowances recorded as a reduction of inventory at the end of the fiscal year no longer requires the use of estimates as all vendor allowances, specific, incremental and identifiable advertising and promotional costs, merchandise purchases and value of inventory are known.
      Although management considers its advertising and marketing programs to be effective, we do not believe that we would be able to incur the same level of advertising expenditures if the vendors decreased or discontinued their allowances. In addition, management believes that the Company’s revenues would be adversely affected if its vendors decreased or discontinued their allowances, but management is unable to quantify the impact.
      Lease Accounting. As previously disclosed, for fiscal 2004, the Company, similar to many other retailers, revised its method of accounting for rent expense (and related deferred rent liability) and leasehold improvements funded by landlord incentives for allowances under operating leases (tenant improvement allowances) to conform to GAAP, as clarified by the Chief Accountant of the SEC in a February 2005 letter to the American Institute of Certified Public Accountants. For all stores opened since the beginning of fiscal 2002, the Company had calculated straight-line rent expense using the initial lease term, but was generally depreciating leasehold improvements over the shorter of their estimated useful lives or the initial lease term plus the option periods. The Company corrected its calculation of straight-line rent expense to include the impact of escalating rents for periods in which it is reasonably assured of exercising lease options and to include in the lease term any rent holiday. The Company also corrected its calculation of depreciation expense for leasehold improvements for those leases which do not include an option period. Because the effects of the correction were not material to any previous years, a non-cash, after-tax adjustment of $3.3 million was made in the fourth quarter of fiscal 2004 to correct the method of accounting for rent expense (and related deferred rent liability). Of the $3.3 million after-tax adjustment, $1.8 million pertained to the accounting for rent holidays, $1.4 million pertained to the calculation of straight-line rent expense to include the impact of escalating rents for periods in which the Company is reasonably assured of exercising lease options and $0.1 million pertained to the calculation of depreciation expense for leasehold improvements for the small portion of leases which do not include an option period. The aggregate effect of these corrections relating to prior years was $1.9 million ($0.9 million for fiscal 2003 and $1.0 million for years prior to fiscal 2003). The correction does not affect historical or future cash flows or the timing of payments under related leases.
      Income Taxes. The Company accounts for income taxes in accordance with the provisions of Statement of Financial Accounting Standards No. 109  Accounting for Income Taxes  (“SFAS 109”). SFAS 109 utilizes an asset and liability approach, and deferred taxes are determined based on the estimated future tax effect of differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates. As a result of our operations in many foreign countries, our global tax rate is derived from a combination of applicable tax rates in the various jurisdictions in which we operate. We base our estimate of an annual effective tax rate at any given point in time on a calculated mix of the tax rates applicable to our company and

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to estimates of the amount of income to be derived in any given jurisdiction. We file our tax returns based on our understanding of the appropriate tax rules and regulations. However, complexities in the tax rules and our operations, as well as positions taken publicly by the taxing authorities, may lead us to conclude that accruals for uncertain tax positions are required. We generally maintain accruals for uncertain tax positions until examination of the tax year is completed by the taxing authority, available review periods expire or additional facts and circumstances cause us to change our assessment of the appropriate accrual amount. The Financial Accounting Standards Board has been evaluating the accounting for uncertain tax positions and is likely to issue guidance during 2006 for all companies to follow. We believe our current processes are consistent with accounting principles generally accepted in the United States.
Results of Operations
      The following table sets forth certain income statement items as a percentage of sales for the periods indicated:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year	 	 	Fiscal Year	 	 	Fiscal Year	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
Statement of Operations Data:	 	 	 	 	 	 	 	 	 	 	 	 	
Sales	 	 	100.0	%	 	 	100.0	%	 	 	100.0	%	
Cost of sales	 	 	71.8	 	 	 	72.4	 	 	 	72.6	 	
 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	28.2	 	 	 	27.6	 	 	 	27.4	 	
Selling, general and administrative expenses	 	 	19.4	 	 	 	20.2	 	 	 	19.0	 	
Depreciation and amortization	 	 	2.2	 	 	 	2.0	 	 	 	1.8	 	
Merger-related expenses	 	 	0.4	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Operating earnings	 	 	6.2	 	 	 	5.4	 	 	 	6.6	 	
Interest expense (income), net	 	 	0.8	 	 	 	0.0	 	 	 	0.0	 	
Merger-related interest expense	 	 	0.2	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Earnings before income taxes	 	 	5.2	 	 	 	5.4	 	 	 	6.6	 	
Income tax expense	 	 	1.9	 	 	 	2.1	 	 	 	2.6	 	
 	 	 	 	 	 	 	 	 	 	
Net earnings	 	 	3.3	%	 	 	3.3	%	 	 	4.0	%	
 	 	 	 	 	 	 	 	 	 	
      The Company includes purchasing, receiving and distribution costs in selling, general and administrative expenses, rather than cost of goods sold, in the statement of operations. For fiscal 2005, fiscal 2004 and fiscal 2003, these purchasing, receiving and distribution costs amounted to $20.6 million, $9.2 million and $9.5 million, respectively. The Company includes processing fees associated with purchases made by check and credit cards in cost of sales, rather than selling, general and administrative expenses, in the statement of operations. For fiscal 2005, fiscal 2004 and fiscal 2003, these processing fees amounted to $20.9 million, $12.0 million and $10.7 million, respectively. As a result of these classifications, our gross margins are not comparable to those retailers that include purchasing, receiving and distribution costs in cost of sales and include processing fees associated with purchases made by check and credit cards in selling, general and administrative expenses. The net effect of the Company’s classifications is that its cost of sales as a percentage of sales is higher than, and its selling, general and administrative expenses as a percentage of sales are lower than, they would have been had the Company’s treatment conformed with those retailers that include purchasing, receiving and distribution costs in cost of sales and include processing fees associated with purchases made by check and credit cards in selling, general and administrative expenses, by 0.0%, 0.2% and 0.1% for fiscal 2005, fiscal 2004 and fiscal 2003, respectively.

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      The following table sets forth sales (in millions) by significant product category for the periods indicated:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year Ended	 	 	Fiscal Year Ended	 	 	Fiscal Year Ended	 	
 	 	January 28, 2006	 	 	January 29, 2005	 	 	January 31, 2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	 	Percent	 	 	 	 	Percent	 	 	 	 	Percent	 	
 	 	Sales	 	 	of Total	 	 	Sales	 	 	of Total	 	 	Sales	 	 	of Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New video game hardware	 	$	503.2	 	 	 	16.3	%	 	$	209.2	 	 	 	11.4	%	 	$	198.1	 	 	 	12.6	%	
New video game software	 	 	1,244.9	 	 	 	40.3	%	 	 	776.7	 	 	 	42.1	%	 	 	647.9	 	 	 	41.0	%	
Used video game products	 	 	808.0	 	 	 	26.1	%	 	 	511.8	 	 	 	27.8	%	 	 	403.3	 	 	 	25.5	%	
Other	 	 	535.7	 	 	 	17.3	%	 	 	345.1	 	 	 	18.7	%	 	 	329.5	 	 	 	20.9	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total	 	$	3,091.8	 	 	 	100.0	%	 	$	1,842.8	 	 	 	100.0	%	 	$	1,578.8	 	 	 	100.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      The following table sets forth gross profit (in millions) and gross profit percentages by significant product category for the periods indicated:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year Ended	 	 	Fiscal Year Ended	 	 	Fiscal Year Ended	 	
 	 	January 28, 2006	 	 	January 29, 2005	 	 	January 31, 2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	 	Gross	 	 	 	 	Gross	 	 	 	 	Gross	 	
 	 	Gross	 	 	Profit	 	 	Gross	 	 	Profit	 	 	Gross	 	 	Profit	 	
 	 	Profit	 	 	Percent	 	 	Profit	 	 	Percent	 	 	Profit	 	 	Percent	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross Profit:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New video game hardware	 	$	30.9	 	 	 	6.1%	 	 	$	8.5	 	 	 	4.1%	 	 	$	10.6	 	 	 	5.3%	 	
New video game software	 	 	266.5	 	 	 	21.4%	 	 	 	151.9	 	 	 	19.6%	 	 	 	128.6	 	 	 	19.9%	 	
Used video game products	 	 	383.0	 	 	 	47.4%	 	 	 	231.6	 	 	 	45.3%	 	 	 	179.3	 	 	 	44.5%	 	
Other	 	 	191.6	 	 	 	35.8%	 	 	 	117.3	 	 	 	34.0%	 	 	 	114.4	 	 	 	34.7%	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total	 	$	872.0	 	 	 	28.2%	 	 	$	509.3	 	 	 	27.6%	 	 	$	432.9	 	 	 	27.4%	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment Information
      Following the completion of the mergers, the Company now operates its business in the following segments: United States, Australia, Canada and Europe. Segment results for the United States include retail operations in 50 states, the District of Columbia, Guam and Puerto Rico, electronic commerce web sites under the names gamestop.com and ebgames.com and  Game Informer  magazine. Segment results for Canada include retail operations in Canada and segment results for Australia include retail operations in Australia and New Zealand. Segment results for Europe include retail operations in 11 European countries. Prior to the mergers, Historical GameStop had operations in Ireland and the United Kingdom which were not material. The mergers significantly increased our operations in foreign currencies, including the Euro, Australian dollar, New Zealand dollar, Canadian dollar, British pound, Swiss franc, Danish kroner, Swedish krona and Norwegian kroner.
      Sales by operating segment in U.S. dollars were as follows (in millions):
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year Ended	 	 	Fiscal Year Ended	 	 	Fiscal Year Ended	 	
 	 	January 28, 2006	 	 	January 29, 2005	 	 	January 31, 2004	 	
 	 	 	 	 	 	 	 	 	 	
United States	 	$	2,709.8	 	 	$	1,818.2	 	 	$	1,564.0	 	
Canada	 	 	111.4	 	 	 	—	 	 	 	—	 	
Australia	 	 	94.4	 	 	 	—	 	 	 	—	 	
Europe	 	 	176.2	 	 	 	24.6	 	 	 	14.8	 	
 	 	 	 	 	 	 	 	 	 	
Total	 	$	3,091.8	 	 	$	1,842.8	 	 	$	1,578.8	 	
 	 	 	 	 	 	 	 	 	 	
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      Operating earnings (loss) by operating segment in U.S. dollars were as follows (in millions):
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year Ended	 	 	Fiscal Year Ended	 	 	Fiscal Year Ended	 	
 	 	January 28, 2006	 	 	January 29, 2005	 	 	January 31, 2004	 	
 	 	 	 	 	 	 	 	 	 	
United States	 	$	173.7	 	 	$	102.1	 	 	$	104.8	 	
Canada	 	 	7.9	 	 	 	—	 	 	 	—	 	
Australia	 	 	11.0	 	 	 	—	 	 	 	—	 	
Europe	 	 	0.1	 	 	 	(3.0	)	 	 	(0.4	)	
 	 	 	 	 	 	 	 	 	 	
Total	 	$	192.7	 	 	$	99.1	 	 	$	104.4	 	
 	 	 	 	 	 	 	 	 	 	
      Total assets by operating segment were as follows (in millions):
 	 	 	 	 	 	 	 	 	
 	 	January 28, 2006	 	 	January 29, 2005	 	
 	 	 	 	 	 	 	
United States	 	$	2,347.1	 	 	$	897.1	 	
Canada	 	 	210.4	 	 	 	—	 	
Australia	 	 	214.7	 	 	 	—	 	
Europe	 	 	242.9	 	 	 	18.9	 	
 	 	 	 	 	 	 	
Total	 	$	3,015.1	 	 	$	916.0	 	
 	 	 	 	 	 	 	
      The Canada and Australia segments have a longer history of operations than the Europe segment and their older store base generates more operating earnings than Europe. As stores in Europe mature, the Company expects operating profit to increase. Because fiscal 2005 segment results for international operations consist primarily of the results for the 16 weeks of EB’s operations owned by the Company, management does not believe that further discussion of the segment results will be meaningful.
 	 	
 	Fiscal 2005 Compared to Fiscal 2004	
      Sales increased by $1,249.0 million, or 67.7%, from $1,842.8 million in fiscal 2004 to $3,091.8 million in fiscal 2005. The increase in sales was primarily attributable to approximately $996.8 million in sales from EB for the 16 weeks of its operations owned by the Company, approximately $216.0 million in non-comparable sales resulting from the 574 net new GameStop stores opened since January 31, 2004 and approximately $29.6 million due to an increase in comparable Historical GameStop store sales of 1.7%. This comparable store sales increase was expected due to the launch of the Sony PSP in March 2005 and the launch of Microsoft Xbox 360 hardware in November 2005. On a pro forma basis, comparable store sales decreased 1.4% in fiscal 2005. Stores are included in our comparable store sales base beginning in the thirteenth month of operation.
      The mergers and the release of the Sony PSP and the Microsoft Xbox 360 led to an increase in new video game hardware sales of $294.0 million, or 140.5%, from fiscal 2004 to fiscal 2005. New hardware sales increased as a percentage of sales from 11.4% in fiscal 2004 to 16.3% in fiscal 2005 due primarily to the Sony PSP and Microsoft Xbox 360 launches. The mergers led to an increase in new video game software sales of $468.2 million, or 60.3%, from fiscal 2004 to fiscal 2005. New software sales as a percentage of total sales decreased from 42.1% in fiscal 2004 to 40.3% in fiscal 2005, due to the increase in new hardware sales as a percentage of total sales. Used video game product sales also grew due to an increase in store count, efforts to increase the supply of used inventory available for sale and the mergers, with an increase in sales of $296.2 million, or 57.9%, from fiscal 2004. Sales of other product categories, including PC entertainment and other software and accessories, magazines and character-related merchandise, grew 55.2%, or $190.6 million, from fiscal 2004 to fiscal 2005, due to the mergers.
      Cost of sales increased by $886.3 million, or 66.5%, from $1,333.5 million in fiscal 2004 to $2,219.8 million in fiscal 2005 as a result of the changes in gross profit discussed below.

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      Gross profit increased by $362.7 million, or 71.2%, from $509.3 million in fiscal 2004 to $872.0 million in fiscal 2005. Gross profit as a percentage of sales increased from 27.6% in fiscal 2004 to 28.2% in fiscal 2005. This increase was primarily the result of increases in vendor allowances received in excess of advertising expenses, which are recorded as a reduction in cost of sales. In fiscal 2005, vendor allowances received in excess of advertising expenses were $74.7 million compared to $29.9 million in fiscal 2004. This increase was due to the ownership of EB during the fourth fiscal quarter, during which much of the year’s advertising allowances are generated, and due to the launch of the Xbox 360, which generated additional advertising allowances. Gross profit as a percentage of sales on new hardware, new software and other products increased due to the increase in vendor allowances received as discussed above. The gross profit on new hardware increased from 4.1% of sales in fiscal 2004 to 6.1% in fiscal 2005. Because new hardware platforms typically have lower margins than established hardware platforms, as expected, the launch of the Sony PSP and the Microsoft Xbox 360 had an offsetting effect on new hardware gross profit as a percentage of sales. Gross profit as a percentage of sales on new software increased from 19.6% in fiscal 2004 to 21.4% in fiscal 2005 due to the increase in vendor allowances received, as discussed above. Gross profit as a percentage of sales on other products increased from 34.0% in fiscal 2004 to 35.8% in fiscal 2005. Gross profit as a percentage of sales on used video game products increased from 45.3% in fiscal 2004 to 47.4% in fiscal 2005 due to increased efforts to monitor margin rates and, following the mergers, the application of GameStop’s merchandising algorithms to EB’s used video game category.
      The Company expects gross profit as a percentage of sales in fiscal 2006 to be impacted by the anticipated launch in late 2006 of two new hardware platforms in the United States and the March 2006 launch of Microsoft’s Xbox 360 hardware platform in Australia.
      Selling, general and administrative expenses increased by $225.9 million, or 60.5%, from $373.4 million in fiscal 2004 to $599.3 million in fiscal 2005. Approximately $165.9 million of this increase was attributable to the mergers and the remainder was due to increases in the number of stores in operation, and the related increases in store, distribution, and corporate office operating expenses. Selling, general and administrative expenses as a percentage of sales decreased from 20.2% in fiscal 2004 to 19.4% in fiscal 2005. The decrease in selling, general and administrative expenses as a percentage of sales was primarily due to combining the full year results of Historical GameStop’s operations with the 16 weeks of EB’s operations, including the fourth quarter of the fiscal year. The fourth quarter of the fiscal year typically experiences high leveraging of selling, general and administrative expenses due to the holiday selling season. Foreign currency transaction gains and (losses) are included in selling, general and administrative expenses and amounted to $2.6 million in fiscal 2005, compared to an immaterial amount of loss in fiscal 2004.
      Depreciation and amortization expense increased from $36.8 million in fiscal 2004 to $66.4 million in fiscal 2005. This increase of $29.6 million was due primarily to depreciation of EB’s assets of $22.4 million after the mergers, with the remaining increase due to capital expenditures for 296 new GameStop stores and management information systems and the commencement in the third quarter of fiscal 2005 of full operations in the Company’s new distribution facility. Depreciation and amortization expense will increase from fiscal 2005 to fiscal 2006 due to the mergers, continued capital expenditures for new stores and management information systems and due to a full year of depreciation on the Company’s new distribution facility.
      The Company’s results of operations for fiscal 2005 include expenses believed to be of a one-time or short-term nature associated with the mergers, which included $13.6 million included in operating earnings and $7.5 million included in interest expenses. The $13.6 million included $9.0 million in one-time charges associated with assets of the Company considered to be impaired because they were redundant as a result of the mergers. The $7.5 million of merger-related interest expense resulted primarily from a commitment fee of $7.1 million for bridge financing as a contingency in the event that we were unable to issue the senior notes and senior floating rate notes prior to the consummation of the mergers.
      Interest income resulting from the investment of excess cash balances increased from $1.9 million in fiscal 2004 to $5.1 million in fiscal 2005 due to an increase in the average yield on the investments, interest of $0.8 million earned on the investment of the $941.5 million in proceeds of the offering of the senior notes and

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the senior floating rate notes from the issuance date on September 28, 2005 until the date of the mergers on October 8, 2005 and interest income earned by EB after the mergers on its invested assets. Interest expense increased from $2.2 million in fiscal 2004 to $30.4 million in fiscal 2005 primarily due to the interest incurred on the $650 million senior notes payable and the $300 million senior floating rate notes payable and the interest incurred on the note payable to Barnes & Noble in connection with the repurchase of Historical GameStop’s Class B common stock in fiscal 2004. Interest expense on the Company’s debt is expected to be approximately $80.0 million in fiscal 2006.
      Income tax expense increased by $21.1 million, from $38.0 million in fiscal 2004 to $59.1 million in fiscal 2005. The Company’s effective tax rate decreased from 38.4% in fiscal 2004 to 37.0% in fiscal 2005 due to expenses related to the mergers and corporate restructuring. See Note 12 of “Notes to Consolidated Financial Statements” of the Company for additional information regarding income taxes.
      The factors described above led to an increase in operating earnings of $93.6 million, from $99.1 million in fiscal 2004 to $192.7 million in fiscal 2005 and an increase in net earnings of $39.9 million, or 65.5%, from $60.9 million in fiscal 2004 to $100.8 million in fiscal 2005.
 	 	
 	Fiscal 2004 Compared to Fiscal 2003	
      Sales increased by $264.0 million, or 16.7%, from $1,578.8 million in fiscal 2003 to $1,842.8 million in fiscal 2004. The increase in sales was attributable to the $139.0 million in sales resulting from 338 new stores opened since January 31, 2004 and the $94.2 million in additional sales from having a full year of sales in fiscal 2004 from stores that opened in fiscal 2003, compared to a partial year in 2003. Comparable store sales increased a modest 1.7% as increases in video game software sales driven by strong new game releases were offset by declining hardware price points and hardware shortages caused by insufficient quantities manufactured by hardware vendors. Stores are included in our comparable store sales base beginning in the thirteenth month of operation.
      The strong new game releases in fiscal 2004 led to an increase in new video game software sales of $128.8 million, or 19.9%, from fiscal 2003 and an increase in new software sales as a percentage of total sales from 41.0% in fiscal 2003 to 42.1% in fiscal 2004. The declining price points and hardware shortages described above curtailed the expected growth in new hardware, resulting in a modest 5.6%, or $11.1 million, increase in sales and a decline in hardware sales as a percentage of total sales from 12.6% in fiscal 2003 to 11.4% in fiscal 2004. Used video game products continued to show strong growth, with an increase in sales of $108.5 million, or 26.9%, from fiscal 2003 to fiscal 2004 and an increase as a percentage of total sales from 25.5% in fiscal 2003 to 27.8% in fiscal 2004. This growth was due to our store growth in strip centers and the availability of used products for sale caused by trade-ins of used video game products in response to the strong new game releases. Sales of other product categories, including PC entertainment and other software and accessories, magazines and character-related merchandise, grew only 4.7%, or $15.6 million, from fiscal 2003 to fiscal 2004, as was expected due to a lack of strong new PC accessories and trading cards.
      Cost of sales increased by $187.6 million, or 16.4%, from $1,145.9 million in fiscal 2003 to $1,333.5 million in fiscal 2004 as a result of the changes in gross profit discussed below.
      Gross profit increased by $76.4 million, or 17.6%, from $432.9 million in fiscal 2003 to $509.3 million in fiscal 2004. Gross profit as a percentage of sales increased from 27.4% in fiscal 2003 to 27.6% in fiscal 2004. This increase was primarily the result of the shift in sales mix from lower margin new video game hardware to higher margin new video game software and used video game products, as discussed above. Gross profit as a percentage of sales on new hardware declined from 5.3% in fiscal 2003 to 4.1% in fiscal 2004 due to the expedited freight costs incurred in shipping hardware, which was in short supply, into our stores. The expected continued downward pressure in margin rates on new release titles caused a decline in gross profit as a percentage of sales on new software from 19.9% in fiscal 2003 to 19.6% in fiscal 2004. Gross profit as a percentage of sales on used video game products increased from 44.5% in fiscal 2003 to 45.3% in fiscal 2004

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due to increased efforts to monitor margin rates. Gross profit as a percentage of sales on other products remained comparable from fiscal 2003 to fiscal 2004.
      Selling, general and administrative expenses increased by $74.2 million, or 24.8%, from $299.2 million in fiscal 2003 to $373.4 million in fiscal 2004. These increases were primarily attributable to the increase in the number of stores in operation, and the related increases in store, distribution, and corporate office operating expenses, the $2.8 million provision for the proposed California labor litigation settlement, the $2.8 million charge attributable to the professional fees related to the spin-off of our Class B common shares previously owned by Barnes & Noble and $5.1 million attributable to correcting our method of accounting for rent expense. Selling, general and administrative expenses as a percentage of sales increased from 19.0% in fiscal 2003 to 20.2% in fiscal 2004. The increase in selling, general and administrative expenses as a percentage of sales was primarily due to the costs associated with the continued rollout of new stores and the effect these stores have on leveraging of selling, general and administrative expenses and investments in our international infrastructure (a combined impact of 0.6% of sales), the provision for the proposed California labor litigation settlement (0.2% of sales), the charge attributable to the professional fees related to the spin-off of our Class B common shares (0.2% of sales) and correcting our method of accounting for rent expense (0.3% of sales).
      Depreciation and amortization expense increased from $29.4 million in fiscal 2003 to $36.8 million in fiscal 2004. This increase of $7.4 million was due to the capital expenditures for new stores and management information systems during the fiscal year.
      Interest income resulting from the investment of excess cash balances increased from $1.5 million in fiscal 2003 to $1.9 million in fiscal 2004 due to an increase in the level of investments and the average yield on the investments. Interest expense increased by $1.5 million, from $0.7 million in fiscal 2003 to $2.2 million in fiscal 2004. This increase in interest expense was due to the interest incurred on the note payable to Barnes & Noble in connection with the repurchase of the Company’s Class B common stock.
      Income tax expense decreased by $3.7 million, from $41.7 million in fiscal 2003 to $38.0 million in fiscal 2004. The Company’s effective tax rate decreased from 39.7% in fiscal 2003 to 38.4% in fiscal 2004 due to corporate restructuring. See Note 12 of “Notes to Consolidated Financial Statements” of the Company for additional information regarding income taxes.
      The factors described above led to a decrease in operating earnings of $5.3 million, from $104.4 million in fiscal 2003 to $99.1 million in fiscal 2004 and a decrease in net earnings of $2.6 million, or 4.0%, from $63.5 million in fiscal 2003 to $60.9 million in fiscal 2004.
Liquidity and Capital Resources
      During fiscal 2005, cash provided by operations was $291.4 million, compared to cash provided by operations of $146.0 million in fiscal 2004 and cash provided by operations of $71.3 million in fiscal 2003. The increase in cash provided by operations of $145.4 million from fiscal 2004 to fiscal 2005 resulted from an increase in net income of $39.9 million, primarily due to EB’s results of operations since the mergers; an increase in depreciation and amortization of $29.7 million due primarily to the mergers; an increase in the growth in accounts payable, net of growth in merchandise inventories, of $26.8 million caused by growth of the Company and efforts to manage working capital; an increase in the growth of accrued liabilities of $29.9 million due primarily to increases in liabilities for customer reservations caused by the growth of the Company; and a net decrease in prepaid expenses of $19.5 million due primarily to the timing of rent payments at the end of fiscal 2004.
      The increase in cash provided by operations of $74.7 million from fiscal 2003 to fiscal 2004 resulted primarily from an excess of the growth of accounts payable over the growth in merchandise inventories of $7.3 million during fiscal 2004 compared to a deficit in the growth of accounts payable compared to the growth in merchandise inventories of $32.7 million during fiscal 2003. The Company invested in merchandise inventories during fiscal 2003 to prepare for the growth of the Company and store openings in fiscal 2004, with

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an increase in merchandise inventories of $72.7 million during fiscal 2003 compared to an increase in accounts payable and accrued liabilities of $40.0 million during fiscal 2003. In addition, the increase in cash provided by operations from fiscal 2003 to fiscal 2004 was also due to an increase in depreciation and amortization of $7.5 million, due primarily to growth in store count and investments in information systems and a net change in prepaid taxes of $21.8 million due to timing of tax payments made in fiscal 2003 for fiscal 2004.
      Cash used in investing activities was $996.8 million and $98.4 million during fiscal 2005 and fiscal 2004, respectively. During fiscal 2005, $886.1 million of cash was used to acquire EB. Our capital expenditures in fiscal 2005 included approximately $9.7 million to complete the build-out of our new corporate headquarters and distribution center facility in Grapevine, Texas. The remaining $101.0 million in capital expenditures was used to open 377 new stores, remodel existing stores and invest in information and distribution systems in support of the integration of the operations of EB and Historical GameStop. During fiscal 2004, our capital expenditures included approximately $27.7 million to acquire and begin the build-out of our new corporate headquarters and distribution center facility. The remaining $70.6 million in capital expenditures was used to open 338 new stores, remodel existing stores and invest in information systems.
      Our future capital requirements will depend on the number of new stores we open and the timing of those openings within a given fiscal year. We opened 377 stores in fiscal 2005 and expect to open approximately 400 stores in fiscal 2006. Within the next 12 to 24 months, we intend to rebrand all of the EB stores to the GameStop brand. Projected capital expenditures for fiscal 2006 are approximately $110.0 million, to be used primarily to fund new store openings, rebrand EB stores and invest in distribution and information systems in support of the integration of the operations of EB and Historical GameStop.
      In October 2005, in connection with the mergers, the Company entered into the five-year, $400.0 million Senior Credit Facility. The Senior Credit Facility has a $50.0 million letter of credit sub-limit and is secured by the assets of the Company. The Senior Credit Facility places certain restrictions on the Company and the borrower subsidiaries, including limitations on asset sales, additional liens, and the incurrence of additional indebtedness. For more information regarding the Senior Credit Facility, see “Description of Other Indebtedness.”
      As of January 28, 2006, there were no borrowings outstanding under the Senior Credit Facility and letters of credit outstanding totaled $2.3 million.
      On May 31, 2005, a subsidiary of EB completed the acquisition of Jump Ordenadores S.L.U., or Jump, a privately-held retailer based in Valencia, Spain. As of January 28, 2006, Jump had other third-party debt of approximately $0.6 million.
      As of January 28, 2006, the Company was in compliance with all covenants associated with its credit facilities.
      On September 28, 2005, the Issuers completed the offering of the old notes. At such time, the gross proceeds of the offering of the old notes were placed in escrow pending approval of the mergers by Historical GameStop’s and EB’s stockholders, which approval was a condition to the consummation of the mergers.
      The old notes were sold pursuant to a purchase agreement, dated September 21, 2005, by and among the Issuers, the subsidiary guarantors listed on Schedule I-A thereto, and Citigroup Global Markets Inc., for themselves and as representatives of the several initial purchasers listed on Schedule II thereto. A copy of the purchase agreement was filed as Exhibit 1.1 to Historical GameStop’s Current Report on Form 8-K, dated September 27, 2005.
      The old notes were issued under an indenture, dated September 28, 2005, by and among the Issuers, the subsidiary guarantors party thereto, and Citibank, N.A., as trustee. A copy of the indenture was filed as Exhibit 4.2 to Historical GameStop’s Current Report on Form 8-K, dated September 30, 2005. For more information regarding the indenture and the terms of the old notes and the exchange notes, see “Description of the Exchange Notes.”

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      In connection with the closing of the offering of the old notes, the Issuers also entered into a registration rights agreement, dated September 28, 2005, by and among the Issuers, the subsidiary guarantors listed on Schedule I-A thereto, and Citigroup Global Markets Inc., for themselves and as representatives of the several initial purchasers listed on Schedule II thereto. A copy of the registration rights agreement was filed as Exhibit 4.3 to Historical GameStop’s Current Report on Form 8-K, dated September 30, 2005. For more information regarding the registration rights agreement and the Company’s obligations thereunder regarding the notes, see “The Exchange Offer.”
      At the scheduled meetings of Historical GameStop’s and Electronics Boutique’s stockholders held on October 6, 2005, the proposal for the business combination was approved. On October 7, 2005, the proceeds of the offering of old notes placed in escrow, minus certain fees and expenses of the initial purchasers and others, were released to the Company. Such net proceeds of the offering were used to pay the cash portion of the merger consideration paid to the stockholders of EB in connection with the mergers.
      Concurrently with the consummation of the mergers on October 8, 2005, EB and its direct and indirect domestic wholly-owned subsidiaries, or the EB Guarantors, became subsidiaries of the Company and entered into: (1) a first supplemental indenture, dated October 8, 2005, by and among the Issuers, the EB Guarantors, and Citibank, N.A., as trustee, pursuant to which the EB Guarantors assumed all the obligations of a subsidiary guarantor under the notes and the indenture; and (2) a joinder agreement, dated October 8, 2005, pursuant to which the EB Guarantors assumed all the obligations of a subsidiary guarantor under the purchase agreement and the registration rights agreement.
      On May 25, 2005, a subsidiary of EB closed on a 10-year, $9.5 million mortgage agreement collateralized by a new 315,000 square foot distribution facility located in Sadsbury Township, Pennsylvania. Interest is fixed at a rate of 5.4% per annum. As of January 28, 2006, the outstanding principal balance under the mortgage was approximately $9.3 million.
      In March 2003, the Board of Directors of Historical GameStop authorized a common stock repurchase program for the purchase of up to $50.0 million of Historical GameStop’s Class A common shares. Historical GameStop had the right to repurchase shares from time to time in the open market or through privately negotiated transactions, depending on prevailing market conditions and other factors. During fiscal 2004, Historical GameStop repurchased 959,000 shares at an average share price of $15.64. During fiscal 2003, Historical GameStop repurchased 2,304,000 shares at an average share price of $15.19. From the inception of this repurchase program through January 29, 2005, Historical GameStop repurchased 3,263,000 shares at an average share price of $15.32, totaling $50.0 million, and, as of January 29, 2005, had no amount remaining available for purchases under this repurchase program. The repurchased shares were held in treasury until the consummation of the mergers, at which time the shares were retired and all outstanding shares of Historical GameStop were exchanged for shares of common stock of the Company.
      In October 2004, the board of directors of Historical GameStop authorized a repurchase of Historical GameStop Class B common stock held by Barnes & Noble. Historical GameStop repurchased 6,107,000 shares of Class B common stock at a price equal to $18.26 per share for aggregate consideration of $111.5 million. Historical GameStop paid $37.5 million in cash and issued a promissory note in the principal amount of $74.0 million. Scheduled principal payments of $37.5 million and $12.2 million were made in January 2005 and October 2005, respectively. The note also requires payments of $12.2 million each due in October 2006 and October 2007. The note is unsecured and bears interest at 5.5% per annum, payable when principal installments are due. The repurchased shares were immediately retired.
      Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities and funds available under the Senior Credit Facility will be sufficient to fund our operations, required interest payments on the notes and our note payable to Barnes & Noble, store expansion and remodeling activities and corporate capital expenditure programs for at least the next 12 months.

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Contractual Obligations
      The following table sets forth our contractual obligations (in millions) as of January 28, 2006:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Payments Due by Period	 	
 	 	 	 	
 	 	 	 	Less Than	 	 	 	 	More Than	 	
Contractual Obligations	 	Total	 	 	1 Year	 	 	1-3 Years	 	 	3-5 Years	 	 	5 Years	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	In millions	 	
Long-Term Debt(1)	 	$	1,479.4	 	 	$	91.4	 	 	$	168.8	 	 	$	156.3	 	 	$	1,062.9	 	
Operating Leases	 	$	1,017.4	 	 	$	197.1	 	 	$	339.3	 	 	$	206.5	 	 	$	274.5	 	
Purchase Obligations(2)	 	$	420.9	 	 	$	420.9	 	 	$	—	 	 	$	—	 	 	$	—	 	
Involuntary Employment Termination Costs(3)	 	$	10.2	 	 	$	10.2	 	 	$	—	 	 	$	—	 	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	2,927.9	 	 	$	719.6	 	 	$	508.1	 	 	$	362.8	 	 	$	1,337.4	 	

 	 	
(1) 	The long-term debt consists of $650.0 million (principal value), which bears interest at 8.0%, $300.0 million of floating rate notes which currently bear interest at 8.865%, $24.3 million which bears interest at 5.5% and $9.3 million which bears interest at 5.4%. Amounts include contractual interest payments (using the interest rate as of January 28, 2006 for the floating rate notes).	
 	 	
(2) 	Purchase obligations represent outstanding purchase orders for merchandise from vendors. These purchase orders are generally cancelable until shipment of the products.	
 	 	
(3) 	Involuntary employment termination costs include known amounts committed to approximately 680 employees, primarily in general and administrative functions in EB’s Pennsylvania corporate office and distribution center and Nevada call center, which are expected to be closed in the first half of fiscal 2006. Termination of these employees began in October 2005 and is expected to be completed by July 2006.	
      In addition to minimum rentals, the operating leases generally require the Company to pay all insurance, taxes and other maintenance costs and may provide for percentage rentals. Percentage rentals are based on sales performance in excess of specified minimums at various stores. Leases with step rent provisions, escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term, including renewal options for those leases in which it is reasonably assured that the Company will exercise the renewal option. The Company does not have leases with capital improvement funding.
      The Company intends to sell the 315,000 square foot distribution facility located in Sadsbury Township, Pennsylvania in fiscal 2006. Under the terms of the mortgage agreement on this facility, we could be liable for an early-termination payment of approximately $0.8 million when we sell the facility and retire the mortgage. This early-termination payment is recorded in accrued liabilities in the consolidated balance sheet as of January 28, 2006 as the Company intends to retire the mortgage if the building is sold in fiscal 2006 and expects to be liable for the early-termination penalty.
      The Company has entered into employment agreements with R. Richard Fontaine, Daniel A. DeMatteo Steven R. Morgan and David W. Carlson. The terms of the employment agreements for Mr. Fontaine and Mr. DeMatteo commenced on April 11, 2005 and continue for a period of three years thereafter, with automatic annual renewals thereafter unless either party gives notice of non-renewal at least six months prior to automatic renewal. The term of the employment agreement for Mr. Morgan commenced on December 9, 2005 and continues through February 12, 2008, with automatic annual renewals thereafter unless either party gives notice of non-renewal at least six months prior to automatic renewal. The term of the employment agreement for Mr. Carlson commenced on April 3, 2006 and continues for a period of two years thereafter, with automatic annual renewals thereafter unless either party gives notice of non-renewal at least six months prior to automatic renewal. Mr. Fontaine’s minimum annual salary during the term of his employment under the employment agreement shall be no less than $650,000. Mr. DeMatteo’s minimum annual salary during the term of his employment under the employment agreement shall be no less than $535,000. The Board of Directors of the Company has set Mr. Fontaine’s and Mr. DeMatteo’s salaries for fiscal 2006 at $1,000,000

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and $800,000, respectively. Mr. Morgan’s minimum annual salary during the term of his employment under the employment agreement shall be no less than $450,000. Mr. Carlson’s minimum annual salary during the term of his employment under the employment agreement shall be no less than $350,000.
      As of January 28, 2006, we had standby letters of credit outstanding in the amount of $2.3 million and had no other commercial commitments such as guarantees or standby repurchase obligations outstanding.
Off-Balance Sheet Arrangements
      The Company remains contingently liable for the BC Sports Collectibles store leases assigned to Sports Collectibles Acquisition Corporation, or SCAC. SCAC is owned by the family of James J. Kim, Chairman of EB at the time and currently one of the Company’s directors. If SCAC were to default on these lease obligations, the Company would be liable to the landlords for up to $5.4 million in minimum rent and landlord charges as of January 28, 2006. Mr. Kim has entered into an indemnification agreement with EB with respect to these leases, therefore no accrual was recorded for this contingent obligation.
Impact of Inflation
      We do not believe that inflation has had a material effect on our net sales or results of operations.
Recent Accounting Pronouncements
      In December 2004, the FASB issued Statement of Financial Accounting Standard No. 123 (Revised 2004), Share-Based Payment , (“SFAS 123(R)”). This Statement requires companies to expense the estimated fair value of stock options and similar equity instruments issued to employees. Currently, companies are required to calculate the estimated fair value of these share-based payments and can elect to either include the estimated cost in earnings or disclose the pro forma effect in the footnotes to their financial statements. We have chosen to disclose the pro forma effect. The fair value concepts were not changed significantly in SFAS 123(R), however, in adopting this Standard, companies must choose among alternative valuation models and amortization assumptions. The valuation model and amortization assumption we have used continue to be available and we intend to continue to use them. SFAS 123(R) will be effective for the Company beginning in fiscal 2006. Transition options allow companies to choose whether to adopt prospectively, restate results to the beginning of the year, or to restate prior periods with the amounts on a basis consistent with pro forma amounts that have been included in their footnotes. We have concluded that we will adopt on the modified prospective basis. For the pro forma effect on fiscal 2005, fiscal 2004 and fiscal 2003, using our existing valuation and amortization assumptions, see Note 1 of “Notes to Consolidated Financial Statements” of the Company included elsewhere in this prospectus. We expect that the implementation of SFAS 123(R) will reduce net income by approximately $10.6 million, $8.5 million and $5.3 million in fiscal 2006, fiscal 2007 and fiscal 2008, respectively, based on the terms and conditions of non-vested stock options outstanding as of January 28, 2006.
      In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154, Accounting Changes and Error Corrections , (“SFAS 154”). This Statement defines the accounting for and reporting of a change in accounting principle. SFAS 154 will be effective for the Company beginning in fiscal 2006. The implementation of SFAS 154 is not expected to have an impact on the Company’s financial condition or results of operations.

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      In October 2005, the FASB issued Statement of Financial Accounting Standards Staff Position No. 13-1, Accounting for Rental Costs Incurred During a Construction Period , (“SFAS SP 13-1”). This Statement requires that rental costs associated with ground or building operating leases that are incurred during a construction period shall be recognized as rental expense. The rental costs shall be included in income from continuing operations. SFAS SP 13-1 will be effective for the Company beginning in fiscal 2006. However, the Company previously corrected its calculation of straight-line rent expense to include in the lease term any period during which the Company is not obligated to pay rent while the store is being constructed. The implementation of SFAS SP 13-1 is not expected to have an impact on the Company’s financial condition or results of operations.

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BUSINESS
General
      GameStop is the world’s largest retailer of video game products and PC entertainment software. We sell new and used video game hardware, video game software and accessories, as well as PC entertainment software, and related accessories and other merchandise. As of January 28, 2006, we operated 4,490 stores in the United States, Australia, Canada and Europe, primarily under the names GameStop and EB Games. We also operate electronic commerce websites under the names gamestop.com and ebgames.com and publish  Game Informer , the largest circulation multi-platform video game magazine in the United States, with approximately 1.9 million subscribers.
      GameStop is a holding company that was created to facilitate the combination of Historical GameStop and EB. On April 17, 2005, Historical GameStop and EB entered into a merger agreement pursuant to which, effective October 8, 2005, separate subsidiaries of GameStop were merged with and into Historical GameStop and EB, respectively, and Historical GameStop and EB became wholly-owned subsidiaries of GameStop. Our Class A common stock and our Class B common stock are traded on the New York Stock Exchange under the symbols GME and GME.B, respectively.
      Historical GameStop’s subsidiary Babbage’s began operations in November 1996. In October 1999, Babbage’s was acquired by, and became a wholly-owned subsidiary of, Barnes & Noble. In June 2000, Barnes & Noble acquired Funco and thereafter, Babbage’s became a wholly-owned subsidiary of Funco. In December 2000, Funco changed its name to GameStop, Inc. On February 12, 2002, Historical GameStop completed an initial public offering of its Class A common stock and was a majority-owned subsidiary of Barnes & Noble until November 12, 2004, when Barnes & Noble distributed its holdings of outstanding Historical GameStop Class B common stock to its stockholders.
      EB was incorporated under the laws of the State of Delaware in March 1998 as a holding company for EB’s operating activities and completed its initial public offering in July of that same year. EB’s predecessor was incorporated in the Commonwealth of Pennsylvania in 1977.
      In the mergers, Historical GameStop’s stockholders received one share of GameStop’s Class A common stock for each share of Historical GameStop’s Class A common stock owned and one share of GameStop’s Class B common stock for each share of Historical GameStop’s Class B common stock owned. EB stockholders received $38.15 in cash and .78795 of a share of GameStop’s Class A common stock for each EB share owned. In aggregate, 20.2 million shares of GameStop’s Class A common stock were issued to EB stockholders and approximately $993.3 million in cash was paid in consideration for all outstanding common stock of EB and all outstanding stock options of EB.
      Of our 4,490 stores, 3,624 stores are located in the U.S. and 866 stores are located in Australia, Canada and Europe. Our stores, which average approximately 1,500 square feet, carry a balanced mix of new and used video game hardware, video game software and accessories, which we refer to as video game products, and PC entertainment software. Our used video game products provide a unique value proposition to our customers, and our purchasing of used video game products provides our customers with an opportunity to trade in their used video game products for store credits and apply those credits towards other merchandise, which, in turn, increases sales.
      Our corporate office and one of our distribution facilities are housed in a 480,000 square foot headquarters and distribution center in Grapevine, Texas. We purchased this facility in March 2004 and improved and equipped it prior to relocating headquarters and distribution center operations to this facility in fiscal 2005. We also have a distribution facility in Louisville, Kentucky. In connection with the mergers, we have commenced efforts to integrate the operations of Historical GameStop and EB, and are in the process of discontinuing operations in EB’s distribution facility and corporate office in Pennsylvania and in EB’s call center in Nevada.

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Industry Background
      According to NPD, a market research firm, the electronic game industry was an approximately $11.5 billion market in the United States in 2005. Of this $11.5 billion market, approximately $10.5 billion was attributable to video game products, excluding sales of used video game products, and approximately $1.0 billion was attributable to PC entertainment software. According to International Development Group, a market research firm, retail sales of video game hardware and software and PC entertainment software totaled approximately $9.6 billion in Europe in 2005.
      New Video Game Products. ESA estimates that 50% of all Americans, or approximately 145 million people, play video or computer games on a regular basis. We expect the following trends to result in increased sales of video game products:
 	 	 	
 	• 	Hardware Platform Technology Evolution. Video game hardware has evolved significantly from the early products launched in the 1980s. The processing speed of video game hardware has increased from 8-bit speeds in the 1980s to 128-bit speeds in next-generation systems such as Sony PlayStation 2, launched in 2000, and Nintendo GameCube and Microsoft Xbox, which both launched in November 2001. In addition, portable handheld video game devices have evolved from the 8-bit Nintendo Game Boy to the 128-bit Nintendo DS, which was introduced in November 2004, and the Sony PSP, which was introduced in March 2005. Microsoft released the Xbox 360 in November 2005 and Sony and Nintendo are each expected to release their respective new consoles in late 2006. Technological developments in both chip processing speed and data storage have provided significant improvements in advanced graphics and audio quality, which allow software developers to create more advanced games, encourage existing players to upgrade their hardware platforms and attract new video game players to purchase an initial system. As general computer technology advances, we expect video game technology to make similar advances.	
 	 	 	
 	• 	Next-Generation Systems Provide Multiple Capabilities Beyond Gaming. Many next-generation hardware platforms, including Sony PlayStation 2 and Microsoft Xbox and Xbox 360, utilize a DVD software format and have the potential to serve as multi-purpose entertainment centers by doubling as a player for DVD movies and compact discs. In addition, Sony PlayStation 2, Nintendo DS and Microsoft Xbox and Xbox 360 manufacture accessories which provide internet connectivity.	
 	 	 	
 	• 	Backward Compatibility. Sony PlayStation 2, Nintendo DS and, to some extent, Microsoft Xbox 360 are backward compatible, meaning that titles produced for the earlier version of the hardware platform may be used on the new hardware platform. We believe that backward compatibility may result in more stable industry growth because the decrease in consumer demand for products associated with existing hardware platforms that typically precedes the release of next-generation hardware platforms may be diminished.	
 	 	 	
 	• 	Introduction of Next-Generation Hardware Platforms Drives Software Demand. Sales of video game software generally increase as next-generation platforms mature and gain wider acceptance. Historically, when a new platform is released, a limited number of compatible game titles are immediately available, but the selection grows rapidly as manufacturers and third-party publishers develop and release game titles for that new platform. For example, when the Sony PSP was released in March 2005, approximately 20 game titles were available for sale. Currently, there are over 200 titles for the Sony PSP platform available for sale.	
 	 	 	
 	• 	Broadening Demographic Appeal. While the typical electronic game enthusiast is male between the ages of 14 and 35, the electronic game industry is broadening its appeal. More females are playing electronic video games, in part due to the development of video game products that appeal to them. According to ESA, approximately 43% of all electronic game players are female. More adults are also playing video games as a portion of the population that played video games in their childhood continues to play and advance to the next-generation video game products. In addition, the availability of used video game products for sale has enabled a lower-economic demographic, that may not have been able	
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 	 	to afford the considerably more expensive new video game products, to participate in the video game industry.	
      Used Video Game Market. As the installed base of video game hardware platforms has increased and new hardware platforms are introduced, a growing used video game market has evolved in the United States. Based on reports published by NPD, we believe that, as of December 2005, the installed base of video game hardware systems in the United States, based on original sales, totaled over 200 million units, including approximately 600,000 Microsoft Xbox 360 units, 3.6 million Sony PSP units, 33 million Sony PlayStation 2 units, 14 million Microsoft Xbox units, 11 million Nintendo GameCube units, 32 million Nintendo DS, Game Boy Advance SP and Game Boy Advance units, 29 million Sony PlayStation units and over 80 million units of older hardware platforms such as Sega Dreamcast, Nintendo 64, Nintendo Game Boy and Game Boy Color, Sega Genesis and Super Nintendo systems. Hardware manufacturers and third-party software publishers have produced a wide variety of software titles for each of these hardware platforms. Based on internal company estimates, we believe that the installed base of video game software units in the United States exceeds 800 million units.
      PC Entertainment Software. PC entertainment software is generally sold in the form of CD-ROMs and played on multimedia PCs featuring fast processors, expanded memories, and enhanced graphics and audio capabilities.
Business Strategy
      Our goal is to enhance our position as the world’s largest retailer of new and used video game products and PC entertainment software by focusing on the following strategies:
      Continue to Execute Our Proven Growth Strategies. We intend to continue to execute our proven growth strategies, including:
 	 	 	
 	• 	Continuing the practices of Historical GameStop and EB of opening new strip center stores in our target markets and new mall stores in selected mall locations.	
 	 	 	
 	• 	Increasing our comparable store sales and operating earnings by capitalizing on industry growth, increasing sales of used video game products and our  Game Informer  magazine and increasing awareness of the GameStop brand.	
      Targeting a Broad Audience of Game Players. We have created a store environment targeting a broad audience including the electronic game enthusiast, the casual gamer and the seasonal gift giver. Our stores focus on the electronic game enthusiast who demands the latest merchandise featuring the “hottest” technology immediately on the day of release and the value-oriented customer who wants a wide selection of value-priced used video game products. Our stores offer the opportunity to trade in used video game products in exchange for store credits applicable to future purchases, which, in turn, drives more sales.
      Enhancing our Image as a Destination Location. Our stores serve as destination locations for game players due to our broad selection of products, knowledgeable sales associates, game-oriented environment and unique pricing proposition. We offer all major video game platforms, provide a broad assortment of video game products and offer a larger and more current selection of merchandise than other retailers. We provide a high level of customer service by hiring game enthusiasts and providing them with ongoing sales training, as well as training in the latest technical and functional elements of our products and services. Our stores are equipped with several video game sampling areas, which provide our customers the opportunity to play games before purchase, as well as equipment to play video game clips.
      Offering the Largest Selection of Used Video Game Products. We are the largest retailer of used video games in the world and carry the broadest selection of used video game products for both current and previous generation platforms. We are one of the only retailers that provide video game software for previous generation platforms, giving us a unique advantage in the video game retail industry. The opportunity to trade in and purchase used video game products offers our customers a unique value proposition unavailable at mass merchants, toy stores and consumer electronics retailers. We obtain most of our used video game products

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from trade-ins made in our stores by our customers. Used video game products generate significantly higher gross margins than new video game products.
      Building the GameStop Brand. We currently operate most of Historical GameStop’s stores under the GameStop name. Within the next 12 to 24 months, we intend to rebrand all of the EB stores to the GameStop brand. Building the GameStop brand has enabled us to leverage brand awareness and to capture advertising and marketing efficiencies. Our branding strategy is further supported by the GameStop loyalty card and our web site. The GameStop loyalty card, which is obtained as a bonus with a paid subscription to our  Game Informer  magazine, offers customers discounts on selected merchandise in our stores. Our web site allows our customers to buy games on-line and to learn about the latest video game products and PC entertainment software and their availability in our stores.
      Providing a First-to-Market Distribution Network. We employ a variety of rapid-response distribution methods in our efforts to be the first-to-market for new video game products and PC entertainment software. We strive to deliver popular new releases to selected stores within hours of release and to all of our stores by the next morning. This highly efficient distribution network is essential, as a significant portion of a new title’s sales will be generated in the first few days and weeks following its release. As the world’s largest retailer of video game products and PC entertainment software, with a proven capability to distribute new releases to our customers quickly, we believe that we regularly receive a disproportionately large allocation of popular new video game products and PC entertainment software. On a daily basis, we actively monitor sales trends, customer reservations and store manager feedback to ensure a high in-stock position for each store. To assure our customers immediate access to new releases, we offer our customers the opportunity to pre-order products in our stores or through our web site prior to their release.
      Investing in our Information Systems and Distribution Capabilities. We employ sophisticated and fully-integrated inventory management, store-level point of sale and financial systems and state-of-the-art distribution facilities. These systems enable us to maximize the efficiency of the flow of over 5,000 SKUs, improve store efficiency, optimize store in-stock positions and carry a broad selection of inventory. Our proprietary inventory management system enables us to maximize sales of new release titles and avoid markdowns as titles mature and utilizes electronic point-of-sale equipment that provides corporate headquarters with daily information regarding store-level sales and available inventory levels to automatically generate replenishment shipments to each store at least twice a week. In addition, our highly-customized inventory management system allows us to actively manage the pricing and product availability of our used video game products across our store base and to reallocate our inventory as necessary. Our systems enable each store to carry a merchandise assortment uniquely tailored to its own sales mix and customer needs. Our ability to react quickly to consumer purchasing trends has resulted in a target mix of inventory, reduced shipping and handling costs for overstocks and reduced our need to discount products.
Growth Strategy
      New Store Expansion. We intend to continue to open new stores in our targeted markets. Historical GameStop opened 338 new stores in fiscal 2004 and 221 new stores in fiscal 2005, prior to the consummation of the mergers on October 8, 2005. EB opened 415 stores in fiscal 2005, prior to the consummation of the mergers. Between the consummation of the mergers and the end of fiscal 2005, we opened 156 stores. We plan to open approximately 400 new stores in fiscal 2006. Our primary growth vehicles will be the expansion of our strip center store base in the United States and the expansion of our international store base. Our strategy within the U.S. is to open strip center stores in targeted major metropolitan markets and in regional shopping centers in tertiary markets. Our international strategy is to continue our expansion in Europe and to continue to open stores in advantageous markets and locations in Canada and Australia. We analyze each market relative to target population and other demographic indices, real estate availability, competitive factors and past operating history, if available. In some cases, these new stores may adversely impact sales at existing stores.

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      Increase Comparable Store Sales. We plan to increase our comparable store sales by capitalizing on the growth in the video game industry, expanding our sales of used video game products and increasing awareness of the GameStop name.
 	 	 	
 	• 	Capitalize on Growth in Demand. Our sales of new video game software and used video game products grew by approximately 20% and 27%, respectively, in fiscal 2004 and, due primarily to the mergers, by an additional 60% and 58%, respectively, in fiscal 2005. In fiscal 2004, our comparable store sales increased 1.7%, driven in large measure by the success of Sony PlayStation 2, Microsoft Xbox, Nintendo GameCube and Nintendo DS, which was launched in November 2004. During fiscal 2004, we capitalized on the growth in demand for video game software and accessories that followed the increases in the installed hardware base of these four video game platforms. Comparable store sales on a pro forma basis for Historical GameStop and EB decreased 1.4% in fiscal 2005, due to soft demand leading up to the launch of the Microsoft Xbox 360 in November 2005. Despite limited supplies of the Microsoft Xbox 360, we capitalized on the demand for video game software and accessories that followed that launch and the launch in March 2005 of the Sony PSP. Over the next few years, we expect to continue to capitalize on the increasing installed base for these platforms and the expected release in late 2006 of the Sony PlayStation 3 and the Nintendo Revolution and the related growth in video game software and accessories sales.	
 	 	 	
 	• 	Increase Sales of Used Video Game Products. We will continue to expand the selection and availability of used video game products in our U.S. and international stores. Our strategy consists of increasing consumer awareness of the benefits of trading in and buying used video game products at our stores through increased marketing activities. We expect the continued growth of new platform technology to drive trade-ins of previous generation products, as well as next generation platforms, thereby expanding the supply of used video game products.	
 	 	 	
 	• 	Increase GameStop Brand Awareness. We intend to increase customer awareness of how the adoption of the best practices of Historical GameStop and EB will benefit our customers. In connection with our brand-building efforts, in each of the last three fiscal years, we increased the amount of media advertising in targeted markets. In fiscal 2006, we plan to continue to increase media advertising, to expand our GameStop loyalty card program, to aggressively promote trade-ins of used video game products in our stores and to leverage our web sites at www.gamestop.com  and  www.ebgames.com .	
Merchandise
      Substantially all of our revenues are derived from the sale of tangible products. Our product offerings consist of new and used video game products, PC entertainment software, and related products, such as action figures, trading cards and strategy guides. Our in-store inventory generally consists of a constantly changing selection of over 5,000 SKUs. We have buying groups in the U.S., Canada, Australia and Europe that negotiate terms, discounts and cooperative advertising allowances for the stores in their respective geographic areas. We use customer requests and feedback, advance orders, industry magazines and product reviews to determine which new releases are expected to be hits. Advance orders are tracked at individual stores to distribute titles and capture demand effectively. This merchandise management is essential because a significant portion of a game’s sales are usually generated in the first days and weeks following its release.
      Video Game Software. We purchase new video game software directly from the leading manufacturers, including Sony, Nintendo and Microsoft, as well as over 40 third-party game publishers, such as Electronic Arts and Activision, Inc. We are one of the largest customers in the United States of video game titles sold by these publishers. We generally carry over 1,000 SKUs of new video game software at any given time across a variety of genres, including Sports, Action, Strategy, Adventure/ Role Playing and Simulation.
      Used Video Game Products. We are the largest retailer of used video games in the world. We provide our customers with an opportunity to trade in their used video game products in our stores in exchange for store credits which can be applied towards the purchase of other products, primarily new merchandise. We have the largest selection (over 4,000 SKUs) of used video game titles which have an average price of $13, as

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compared to $34 for new video game titles, and which generate significantly higher gross margins than new video game products. Our trade-in program provides our customers with a unique value proposition which is unavailable at mass merchants, toy stores and consumer electronics retailers. This program provides us with an inventory of used video game products which we resell to our more value-oriented customers. In addition, our highly-customized inventory management system allows us to actively manage the pricing and product availability of our used video game products across our store base and to reallocate our inventory as necessary. Our trade-in program also allows us to be one of the only suppliers of previous generation platforms and related video games. We also operate refurbishment centers in the U.S and Canada, where defective video game products can be tested, repaired, relabeled, repackaged and redistributed back to our stores.
      Video Game Hardware. We offer the video game platforms of all major manufacturers, including Sony PlayStation 2 and Sony PSP, Microsoft Xbox and Xbox 360, Nintendo DS, GameCube and Game Boy Advance SP. We also offer extended service agreements on video game hardware and software. In support of our strategy to be the destination location for electronic game players, we aggressively promote the sale of video game platforms. Video game hardware sales are generally driven by the introduction of new platform technology and the reduction in price points as platforms mature. Due to our strong relationships with the manufacturers of these platforms, we often receive disproportionately large allocations of new release hardware products, which is an important component of our strategy to be the destination of choice for electronic game players. We believe that selling video game hardware increases store traffic and promotes customer loyalty, leading to increased sales of video game software and accessories, which have higher gross margins than video game hardware.
      PC Entertainment and Other Software. We purchase PC entertainment software from over 45 publishers, including Electronic Arts, Microsoft and Vivendi Universal. We offer PC entertainment software across a variety of genres, including Sports, Action, Strategy, Adventure/ Role Playing and Simulation.
      Accessories and Other Products. Video game accessories consist primarily of controllers, memory cards and other add-ons. PC entertainment accessories consist primarily of joysticks and mice. We also carry strategy guides and magazines, as well as character-related merchandise, including action figures and trading cards. We carry over 200 SKUs of accessories and other products. In general, this category has higher margins than new video game and PC entertainment products.
Store Operations
      As of January 28, 2006, we operated 4,490 stores, primarily under the names GameStop or EB Games. Each of our stores typically carries over 5,000 SKUs. We design our stores to provide an electronic gaming atmosphere with an engaging and visually-captivating layout. Our stores are equipped with several video game sampling areas, which provide our customers the opportunity to play games before purchase, as well as equipment to play video game clips. We use store configuration, in-store signage and product demonstrations to produce marketing opportunities both for our vendors and for us.
      Our stores, which average approximately 1,500 square feet, carry a balanced mix of new and used video game products and PC entertainment software. Our stores are generally located in both high traffic “power strip centers,” local neighborhood strip centers and high-traffic shopping malls, primarily in major metropolitan areas. These locations provide easy access and high frequency of visits and, in the case of strip center stores, visibility. We target strip centers that are conveniently located, have a mass merchant or supermarket anchor tenant and have a high volume of customers.
 	 	
 	Site Selection and Locations	
      Site Selection. In the U.S., we have a dedicated staff of real estate personnel experienced in selecting store locations. International locations are selected by the management in each region or country. Site selections for new stores are made after an extensive review of demographic data and other information relating to market potential, competitor access and visibility, compatible nearby tenants, accessible parking, location visibility, lease terms and the location of our other stores. Most of our stores are located in highly visible locations within malls and strip centers.

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      Locations. The table below sets forth the number of our stores located in each state, the District of Columbia, Guam, Puerto Rico, Australia, Austria, Canada, Denmark, Finland, Germany, Ireland, Italy, New Zealand, Norway, Spain, Sweden, Switzerland and the United Kingdom as of January 28, 2006:
 	 	 	 	 	
United States	 	Number of Stores	 	
 	 	 	 	
Alabama	 	 	58	 	
Alaska	 	 	3	 	
Arizona	 	 	71	 	
Arkansas	 	 	27	 	
California	 	 	388	 	
Colorado	 	 	52	 	
Connecticut	 	 	45	 	
Delaware	 	 	16	 	
District of Columbia	 	 	2	 	
Florida	 	 	230	 	
Georgia	 	 	104	 	
Guam	 	 	2	 	
Hawaii	 	 	15	 	
Idaho	 	 	8	 	
Illinois	 	 	163	 	
Indiana	 	 	69	 	
Iowa	 	 	29	 	
Kansas	 	 	31	 	
Kentucky	 	 	47	 	
Louisiana	 	 	56	 	
Maine	 	 	9	 	
Maryland	 	 	93	 	
Massachusetts	 	 	69	 	
Michigan	 	 	110	 	
Minnesota	 	 	49	 	
Mississippi	 	 	30	 	
Missouri	 	 	67	 	
Montana	 	 	7	 	
Nebraska	 	 	17	 	
Nevada	 	 	28	 	
New Hampshire	 	 	20	 	
New Jersey	 	 	142	 	
New Mexico	 	 	26	 	
New York	 	 	196	 	
North Carolina	 	 	105	 	
North Dakota	 	 	7	 	
Ohio	 	 	161	 	
Oklahoma	 	 	42	 	
Oregon	 	 	29	 	
Pennsylvania	 	 	191	 	
Puerto Rico	 	 	43	 	
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United States (Cont’d)	 	Number of Stores	 	
 	 	 	 	
Rhode Island	 	 	12	 	
South Carolina	 	 	54	 	
South Dakota	 	 	3	 	
Tennessee	 	 	60	 	
Texas	 	 	337	 	
Utah	 	 	29	 	
Vermont	 	 	7	 	
Virginia	 	 	118	 	
Washington	 	 	72	 	
West Virginia	 	 	22	 	
Wisconsin	 	 	49	 	
Wyoming	 	 	4	 	
 	 	 	 	
Sub-total for United States	 	 	3,624	 	
 	 	 	 	 	
International	 	Number of Stores	 	
 	 	 	 	
Australia	 	 	152	 	
Austria	 	 	2	 	
Canada	 	 	261	 	
Denmark	 	 	23	 	
Finland	 	 	1	 	
Germany	 	 	77	 	
Ireland	 	 	28	 	
Italy	 	 	102	 	
New Zealand	 	 	25	 	
Norway	 	 	10	 	
Spain	 	 	123	 	
Sweden	 	 	47	 	
Switzerland	 	 	9	 	
United Kingdom	 	 	6	 	
 	 	 	 	
Sub-total for International	 	 	866	 	
 	 	 	 	
Total stores	 	 	4,490	 	
 	 	 	 	
Game Informer
      We publish Game Informer, a monthly video game magazine featuring reviews of new title releases, tips and secrets about existing games and news regarding current developments in the electronic game industry. The magazine is sold through subscription and through displays in the Historical GameStop stores. We intend to begin selling  Game Informer  in EB stores in early fiscal 2006. For its February 2006 issue, the magazine had approximately 1.9 million paid subscriptions. According to Advertising Age magazine,  Game Informer  is the 38th largest consumer publication in the U.S.  Game Informer  revenues are also generated through the sale of advertising space. In addition, we offer the GameStop loyalty card as a bonus with each paid subscription, providing our subscribers with a discount on selected merchandise.
E-Commerce
      We operate electronic commerce web sites at www.gamestop.com and www.ebgames.com that allow our customers to buy video game products and other merchandise on-line. The sites also offer customers

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information and content about available games, release dates for upcoming games, and access to store information, such as location and product availability. In 2003, we entered into an arrangement with Amazon.com, Inc. under which gamestop.com is the exclusive specialty video game retailer listed on Amazon.com. In 2005, we entered into an arrangement with Barnes & Noble under which gamestop.com is the exclusive specialty video game retailer listed on bn.com, Barnes & Noble’s e-commerce site.
Advertising
      Our U.S. stores are primarily located in high traffic, high visibility areas of regional shopping malls and strip centers. Given the high foot traffic drawn past the stores themselves, we use in-store marketing efforts such as window displays and “coming soon” signs to attract customers, as well as to promote used video game products and subscriptions to our Game Informer  magazine. Inside the stores, we feature selected products through the use of vendor displays, “coming soon” or preview videos, signs, catalogs, point-of-purchase materials and end-cap displays. These advertising efforts are designed to increase the initial sales of new titles upon their release. We receive cooperative advertising and market development funds from manufacturers, distributors, software publishers and accessory suppliers to promote their respective products. Generally, vendors agree to purchase advertising space in one of our advertising vehicles. Once we run the advertising, the vendor pays to us an agreed amount.
      As part of our brand-building efforts and targeted growth strategies, in the last three years, we expanded our advertising and promotional activities in certain targeted markets at certain key times of the year. In addition, we expanded our use of radio advertising in certain markets to promote store openings. We plan to continue these efforts in fiscal 2006.
Information Management
      Our operating strategy involves providing a broad merchandise selection to our customers as quickly and as cost-effectively as possible. We use our inventory management systems to maximize the efficiency of the flow of products to our stores, enhance store efficiency and optimize store in-stock and overall investment in inventory.
      Distribution. We operate a 380,000 square foot distribution center in Grapevine, Texas, a 200,000 square foot distribution center in Louisville, Kentucky and a 315,000 square foot distribution center in Sadsbury Township, Pennsylvania. Our efforts to integrate the distribution operations of both Historical GameStop and EB will result in the use of the center in Louisville, Kentucky to support our first-to-market distribution efforts, while our Grapevine, Texas facility will support efforts to replenish stores. In early fiscal 2006, we intend to discontinue use of EB’s distribution center in Sadsbury Township, Pennsylvania and move the distribution center operations from that facility to the facilities in Texas and Kentucky. In order to enhance our first-to-market distribution network, we also utilize the services of several off-site, third-party operated distribution centers that pick up products from our suppliers, repackage the products for each of our stores and ship those products to our stores by package carriers. Our ability to rapidly process incoming shipments of new release titles at the Louisville and third-party facilities and deliver those shipments to all of our stores, either that day or by the next morning, enables us to meet peak demand and replenish stores at least twice a week.
      The state-of-the-art facilities in Grapevine, Texas and Louisville, Kentucky are designed to effectively control and minimize inventory levels. Technologically-advanced conveyor systems and flow-through racks control costs and improve speed of fulfillment in both facilities. The technology used in the distribution centers allow for high-volume receiving, distributions to stores and returns to vendors. Inventory is shipped to each store at least twice a week, or daily, if necessary, in order to keep stores in supply of products.
      We also operate distribution centers in Canada, Australia, and in various locations in Europe.
      Management Information Systems. Our integration efforts in the first half of fiscal 2006 will focus on the conversion of the point-of-sale system used in the Historical GameStop stores to the point-of-sale technology developed by EB and used in the EB stores and the conversion of the point-of-sale technology in

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the EB stores to report results to the proprietary inventory management system used by Historical GameStop. Our proprietary inventory management system and point-of-sale technology show daily sales and in-store stock by title by store. Systems in place now and after integration use this data to automatically generate replenishment shipments to each store from our distribution centers, enabling each store to carry a merchandise assortment uniquely tailored to its own sales mix and rate of sale. Our call lists and reservation system also provide our buying staff with information to determine order size and inventory management for store-by-store inventory allocation. We constantly review and edit our merchandise categories with the objective of ensuring that inventory is up-to-date and meets customer needs.
      To support our U.S. operations, we use a large-scale, Intel-based computing environment with a state-of-the-art storage area network and a wired and wireless corporate network installed at our U.S. headquarters, and, a secure, virtual private network to access and provide services to computing assets located in our stores, distribution centers and satellite offices and to our mobile workforce. This strategy has proven to minimize initial outlay of capital while allowing for flexibility and growth as operations expand. To support our international operations, we use a mid-range, scalable computing environment and a state-of-the-art storage area network. Computing assets and our mobile workforce around the globe access this environment via a secure, virtual private network. Regional communication links exist to each of our distribution centers and offices in international locations with connectivity to our U.S. data centers as required by our international, distributed applications.
      Our in-store point-of-sale system enables us to efficiently manage in-store transactions. This proprietary point-of-sale system has been enhanced to facilitate trade-in transactions, including automatic look-up of trade-in prices and printing of machine-readable bar codes to facilitate in-store restocking of used video games. In addition, our central database of all used video game products allows us to actively manage the pricing and product availability of our used video game products across our store base and re-allocate our used video game products as necessary.
Field Management and Staff
      The U.S. store operations of both Historical GameStop and EB have been integrated and are now managed by a centrally-located senior vice president of stores, four vice presidents of stores and 28 regional store operations directors. The regions are further divided into districts, each with a district manager covering an average of 14 stores. In total, there are approximately 250 districts. Our stores in Europe are managed by two vice presidents and managing directors in each country. Our stores in Australia and Canada are managed by two vice presidents. Each store employs, on average, one manager, one assistant manager and between two and ten sales associates, many of whom are part-time employees. We have cultivated a work environment that attracts employees who are actively interested in electronic games. We seek to hire and retain employees who know and enjoy working with our products so that they are better able to assist customers. To encourage them to sell the full range of our products and to maximize our profitability, we provide our employees with targeted incentive programs to drive overall sales and sales of higher margin products. We also provide our U.S. employees with the opportunity to take home and try new video games, which enables them to better discuss those games with our customers. In addition, employees are casually dressed to encourage customer access and increase the “game-oriented” focus of the stores. We also employ regional loss prevention managers who assist the stores in implementing security to prevent theft of our products.
      Our stores communicate with our corporate offices via daily e-mail. This e-mail allows for better tracking of trends in upcoming titles, competitor strategies and in-stock inventory positions. In addition, this communication allows title selection in each store to be continuously updated and tailored to reflect the tastes and buying patterns of the store’s local market. These communications also give field management access to relevant inventory levels and loss prevention information. We also sponsor an annual store managers’ conference in the U.S., Canada, Europe and Australia, which we invite all video game software publishers to attend, and operate an intense educational training program to provide our employees with information about the video game products that will be released by those publishers in the holiday season.

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Customer Service
      Our store personnel provide value-added services to each customer, such as maintaining lists of regular customers, notifying each customer by phone when new titles are available, and reserving new releases for customers with a down payment to ensure product availability. In addition, our store personnel readily provide product reviews to ensure customers are making informed purchasing decisions and offer help-line numbers to increase a customer’s enjoyment of the product upon purchase.
Vendors
      We purchase substantially all of our new products for U.S. stores from approximately 70 manufacturers and software publishers and approximately five distributors. Purchases from the top ten vendors accounted for approximately 75% of our new product purchases in fiscal 2005. Only Sony, Microsoft and Electronic Arts (which accounted for 18%, 13% and 11%, respectively) individually accounted for more than 10% of our new product purchases during fiscal 2005. We have established price protections and return privileges with our primary vendors in order to reduce the risk of inventory obsolescence. In addition, we have no purchase contracts with trade vendors and conduct business on an order-by-order basis, a practice that is typical throughout the industry. We believe that maintaining and strengthening our long-term relationships with our vendors is essential to our operations and continued expansion. We believe that we have very good relationships with our vendors.
Competition
      The electronic game industry is intensely competitive and subject to rapid changes in consumer preferences and frequent new product introductions. We compete with mass merchants and regional chains, including Wal-Mart and Target; computer product and consumer electronics stores, including Best Buy and Circuit City; other video game and PC software specialty stores located in malls and other locations; toy retail chains, including Toys “R” Us; mail-order businesses; catalogs; direct sales by software publishers; and online retailers. In addition, video games are available for rental from many video stores, some of whom, like Movie Gallery and Blockbuster, have increased the availability of video game products for sale. Video game products may also be distributed through other methods which may emerge in the future. We also compete with sellers of used video game products. Additionally, we compete with other forms of entertainment activities, including movies, television, theater, sporting events and family entertainment centers.
      Competitors in Europe include Game Group PLC, which operates in the United Kingdom, Ireland and Scandinavia, and its subsidiary CentroMail, which operates in Spain, and Media Market. Competitors in Canada include Wal-Mart, Best Buy and its subsidiary Future Shop. In Australia, competitors include K-Mart, Target, Myer Department Stores, Big W discount department stores and Dick Smith electronics stores.
Operating Segments
      Following the completion of the mergers, we now operate our business in the following segments: United States, Canada, Australia and Europe. We identified these segments based on a combination of geographic areas and management responsibility. Each of the segments consists primarily of retail operations with all stores engaged in the sale of new and used video game systems and software and personal computer entertainment software and related accessories. These products are substantially the same regardless of geographic location, with the only differences in merchandise carried being timing of release dates of new products. Stores in all segments are similar in size at approximately 1,500 square feet each.
      Segment results for the United States include retail operations in 50 states, the District of Columbia, Guam and Puerto Rico, electronic commerce web sites under the names gamestop.com and ebgames.com and  Game Informer  magazine. Segment results for Canada include retail operations in stores throughout Canada and segment results for Australia include retail operations in Australia and New Zealand. Segment results for Europe include retail operations in 11 European countries. Prior to the mergers, Historical GameStop had operations in Ireland and the United Kingdom which were not material to our business.

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      Our U.S. segment is supported by distribution centers in Texas, Kentucky and Pennsylvania, and further supported through the use of third-party distribution centers for new release titles. The distribution center operations in Pennsylvania will be phased out in the first half of fiscal 2006. We distribute merchandise to our Canadian segment from a distribution center in Ontario. We have a distribution center near Brisbane, Australia which supports our Australian operations and a small distribution facility in New Zealand which supports the stores in New Zealand. European segment operations are supported by five regionally-located distribution centers.
      Our international segments purchase products from many of the same vendors as the U.S., including Sony and Electronic Arts. Products from certain other vendors such as Microsoft and Nintendo are obtained through distributors operating in the various countries in which we operate.
Seasonality
      Our business, like that of many retailers, is seasonal, with the major portion of our sales and operating profit realized during the fourth fiscal quarter, which includes the holiday selling season. During fiscal 2005, on a pro forma basis, we generated approximately 38% of our sales and approximately 75% of our operating earnings during the fourth quarter. Any adverse trend in sales during the holiday selling season could lower our results of operations for the fourth quarter and the entire year.

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MANAGEMENT
GameStop Board of Directors
      The board of directors has eleven members, consisting of seven members who were directors of Historical GameStop, James J. Kim (who was Chairman of the Board of EB), Stanley (Mickey) Steinberg (who was a director of EB), and two new independent directors added subsequent to the mergers. The board of directors is classified into three classes, one whose term expires in one year, one whose term expires in two years, and one whose term expires in three years. The following table sets forth the names and ages of the directors of GameStop, the positions they currently hold with GameStop, and the year their term expires:
 	 	 	 	 	 	 	 	 	 	 	
Name	 	Age	 	 	Position with GameStop	 	Year Term Expires	 	
 	 	 	 	 	 	 	 	 	
R. Richard Fontaine	 	 	64	 	 	Chairman of the Board, Chief Executive Officer and	 	 	2007	 	
 	 	 	 	 	 	Director	 	 	 	 	
Daniel A. DeMatteo	 	 	58	 	 	Vice Chairman, Chief Operating Officer and Director	 	 	2006	 	
Jerome L. Davis	 	 	50	 	 	Director	 	 	2007	 	
James J. Kim	 	 	70	 	 	Director	 	 	2007	 	
Leonard Riggio	 	 	65	 	 	Director	 	 	2008	 	
Michael N. Rosen	 	 	65	 	 	Secretary and Director	 	 	2006	 	
Stephanie M. Shern	 	 	58	 	 	Director	 	 	2007	 	
Stanley (Mickey) Steinberg	 	 	73	 	 	Director	 	 	2008	 	
Gerald R. Szczepanski	 	 	57	 	 	Director	 	 	2008	 	
Edward A. Volkwein	 	 	64	 	 	Director	 	 	2006	 	
Lawrence S. Zilavy	 	 	55	 	 	Director	 	 	2008	 	
      R. Richard Fontaine has been our Chairman of the Board and Chief Executive Officer since Historical GameStop’s initial public offering in February 2002. Mr. Fontaine is also a member of the Executive Committee. Mr. Fontaine has served as the Chief Executive Officer our predecessor companies since November 1996. He has been an executive officer or director in the video game industry since 1988.
      Daniel A. DeMatteo has been our Vice Chairman and Chief Operating Officer since March 2005. Prior to March 2005, Mr. DeMatteo served as President and Chief Operating Officer of GameStop or our predecessor companies since November 1996. He has served on our board since 2002 and has been an executive officer in the video game industry since 1988.
      Jerome L. Davis is a director and a member of the Compensation Committee. Mr. Davis has served as a director since October 2005. Mr. Davis has served as Global Vice President, Service Excellence for Electronic Data Systems, a business and technology services company, since July 2003. From May 2001 to July 2003, he served in various capacities at Electronic Data Systems, including Chief Client Executive Officer and President, Americas for Business Process Management. Prior to joining Electronic Data Systems, Mr. Davis served as President and Executive Officer of the Commercial Solutions Division of Maytag Corporation, a home and commercial appliance company, from October 1999 until May 2001. Mr. Davis served as Senior Vice President and Officer of Sales for Maytag Appliances Division from March 1998 to September 1999. From March 1992 to February 1998 Mr. Davis was Vice President of National Accounts and Area Vice President for Frito Lay. Mr. Davis has also held senior executive positions in Sales and Marketing with Procter & Gamble from 1977 to 1992. Mr. Davis is currently a director and Chair of the Finance Committee and a member of the Compensation and Nominating and Corporate Governance Committees of Apogee Enterprises, Inc., where he has been a director since 2004.
      James J. Kim is a director. Mr. Kim has served as a director since the mergers in October 2005. Prior to the mergers, Mr. Kim served as EB’s Chairman and as a director from March 1998. Mr. Kim founded The

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Electronics Boutique, Inc., the predecessor to EB, in 1977 and served as its Chairman from its inception. Mr. Kim also serves as the Chairman of Amkor Technology, Inc., a semiconductor assembly, test, packaging and technology firm.
      Leonard Riggio is a director and Chairman of the Executive Committee. Mr. Riggio was the Chairman of the Board of Historical GameStop or its predecessor companies from November 1996 until Historical GameStop’s initial public offering in February 2002. He has served as an executive officer or director in the video game industry since 1987. Mr. Riggio has been Chairman of the Board and a principal stockholder of Barnes & Noble since its inception in 1986 and served as Chief Executive Officer from its inception in 1986 until February 2002. Since 1965, Mr. Riggio has been Chairman of the Board, Chief Executive Officer and the principal stockholder of Barnes & Noble College Booksellers, Inc., one of the largest operators of college bookstores in the country. Since 1985, Mr. Riggio has been Chairman of the Board and a principal beneficial owner of MBS Textbook Exchange, Inc., one of the nation’s largest wholesalers of college textbooks.
      Michael N. Rosen is our Secretary and a director. Mr. Rosen has served in the same capacities for us or our predecessor companies since October 1999. Mr. Rosen is also a member of the Executive Committee. Mr. Rosen has been a partner at Bryan Cave LLP, counsel to us, since their July 2002 combination with Robinson Silverman. Prior to that, Mr. Rosen was Chairman of Robinson Silverman. Mr. Rosen is also a director of Barnes & Noble.
      Stephanie M. Shern is a director and Chair of the Audit Committee. Mrs. Shern formed Shern Associates LLC in February 2002 to provide business advisory and board services, primarily to publicly-held companies. From May 2001 until February 2002, Mrs. Shern served as Senior Vice President and Global Managing Director of Retail and Consumer Products for Kurt Salmon Associates. From 1995 until April 2001, Mrs. Shern was the Vice Chair and Global Director of Retail and Consumer Products for Ernst & Young LLP and a member of Ernst & Young’s Management Committee. Mrs. Shern is currently a director and Chair of the Audit Committee of The Scotts/ Miracle Gro Company, a director and Chair of the Audit Committee and member of the Governance Committee of Nextel Communications, Inc., a director and member of the Audit Committee of Royal Ahold, and a director and Chair of the Audit Committee of the Vitamin Shoppe, Inc.
      Stanley (Mickey) Steinberg is a director. Mr. Steinberg has served as a director since the mergers in October 2005. Mr. Steinberg served as a director of EB from September 1998. Mr. Steinberg currently serves as a Senior Advisor to the mergers and acquisitions firm of Navigant Capital Advisors, LLC. From August 1994 to June 1998, Mr. Steinberg served as Chairman of Sony Retail Entertainment. From 1989 to 1994, Mr. Steinberg served as Executive Vice President and Chief Operating Officer of Walt Disney Imagineering. Mr. Steinberg serves on the Board of Directors of Reckson Associates Realty Corp. and of two privately held companies — AMC, Inc., the owner and manager of the AmericasMart Atlanta trade show center, and ECI Group, an apartment developer, construction and management company.
      Gerald R. Szczepanski is a director and Chair of the Compensation Committee and a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Szczepanski is currently retired. Mr. Szczepanski was the co-founder, and, from 1994 to 2005, the Chairman and Chief Executive Officer of Gadzooks, Inc., a publicly traded, specialty retailer of casual clothing and accessories for teenagers. On February 3, 2004, Gadzooks, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (Case No. 04-31486-11).
      Edward A. Volkwein is a director and a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Volkwein is President and Chief Operating Officer of Hydro-Photon, Inc., a water purification technology company. Prior to joining Hydro-Photon, Mr. Volkwein had a broad marketing career beginning in brand management for General Foods and Chesebrough-Ponds, Inc. He served as Senior Vice President Global Advertising and Promotion for Philips Consumer Electronics and as Senior Vice President Marketing for Sega of America, where he was instrumental in developing Sega into a major video game brand. Mr. Volkwein has also held senior executive positions with Funk & Wagnalls and Prince Manufacturing.

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      Lawrence S. Zilavy is a director. Mr. Zilavy has served as a director since October 2005. Mr. Zilavy retired as Executive Vice President, Corporate Finance and Strategic Planning for Barnes & Noble in November 2004 and had served in that position since May 2003. Mr. Zilavy was Chief Financial Officer of Barnes & Noble from June 2002 through April 2003. Prior to that, he was Executive Vice President of IBJ Whitehall Bank and Trust Company, where he worked since 1992. Mr. Zilavy is currently a director and member of the Audit Committee of The Hain Celestial Group, Inc., a publicly traded natural and organic food and personal care products company, a director of Community Resource Exchange (a non-profit organization) and a trustee of St. Francis College in New York City.
Committees of the GameStop Board of Directors
      The board of directors of GameStop has the following four committees: (i) Audit Committee, (ii) Compensation Committee, (iii) Nominating and Corporate Governance Committee, and (iv) Executive Committee. Each of the Audit, Compensation, and Nominating and Corporate Governance Committees complies with the independence requirements of the New York Stock Exchange. The table below reflects the membership for each committee:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Nominating	 	 	 	
 	 	 	 	 	 	and	 	 	 	
 	 	 	 	 	 	Corporate	 	 	 	
Name	 	Audit	 	 	Compensation	 	 	Governance	 	 	Executive	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
R. Richard Fontaine	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	
Jerome L. Davis	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	
Leonard Riggio	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	
Michael N. Rosen	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	
Stephanie Shern	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gerald R. Szczepanski	 	 	X	 	 	 	X	 	 	 	X	 	 	 	 	 	
Edward A. Volkwein	 	 	X	 	 	 	X	 	 	 	X	 	 	 	 	 	
Management of GameStop
      The members of GameStop’s senior management that have been designated as of the date of this prospectus and their ages are as follows:
 	 	 	 	 	 	 	
Name	 	Age	 	 	Title	
 	 	 	 	 	 	
R. Richard Fontaine	 	 	64	 	 	Chairman of the Board and Chief Executive Officer	
Daniel A. DeMatteo	 	 	58	 	 	Vice Chairman and Chief Operating Officer	
Steven R. Morgan	 	 	54	 	 	President	
David W. Carlson	 	 	43	 	 	Executive Vice President and Chief Financial Officer	
Ronald Freeman	 	 	58	 	 	Executive Vice President of Distribution	
Robert A. Lloyd	 	 	44	 	 	Senior Vice President and Chief Accounting Officer	
      Information with respect to executive officers of the Company who are also directors is set forth above.
      Steven R. Morgan has been our President since December 2005. Mr. Morgan joined GameStop upon completion of the mergers in October 2005 in his position as EB’s President of Stores — North America and President of Electronics Boutique Canada Inc. He had served in that capacity from April 2002. From June 2001 to April 2002, Mr. Morgan served as EB’s Senior Vice President of Stores and Canadian Operations. Mr. Morgan joined EB in January 2001 as Senior Vice President of Stores. Prior to January 2001, Mr. Morgan held various positions within the Federated and May Department Stores organization.

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      David W. Carlson has been Executive Vice President and Chief Financial Officer of GameStop or our predecessor companies since November 1996. From 1989 to November 1996, Mr. Carlson held various positions with Barnes & Noble, including Director of Finance, Director of Accounting and Manager of Financial Reporting. Prior to 1989, Mr. Carlson held various positions with the public accounting firm of KPMG Peat Marwick.
      Ronald Freeman has been our Executive Vice President of Distribution since January 2004. From March 2000 to January 2004, Mr. Freeman was our Vice President of Distribution and Logistics. Mr. Freeman was Vice President of Distribution/Configuration for CompUSA from July 1997 until March 2000. Mr. Freeman was Vice President of Distribution and Logistics of Babbage’s, a predecessor company of ours, from November 1996 until July 1997.
      Robert A. Lloyd has been our Senior Vice President and Chief Accounting Officer since October 2005. Prior to that, Mr. Lloyd was the Vice President — Finance of GameStop or its predecessor companies from October 2000 and was the Controller of GameStop’s predecessor companies from December 1996 to October 2000. From 1988 to December 1996, Mr. Lloyd held various financial management positions as Controller or Chief Financial Officer, primarily in the telecommunications industry. Prior to May 1988, Mr. Lloyd held various positions with the public accounting firm of Ernst & Young. Mr. Lloyd is a Certified Public Accountant.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Agreements With Barnes & Noble
      In connection with the consummation of Historical GameStop’s initial public offering in February 2002, Historical GameStop entered into various agreements with Barnes & Noble relating to its relationship with Barnes & Noble following the completion of Historical GameStop’s initial public offering.
      Separation Agreement. Historical GameStop entered into a “separation agreement” with Barnes & Noble, which governs our respective rights and duties with respect to Historical GameStop’s initial public offering and the distribution by Barnes & Noble to its stockholders of Barnes & Noble’s shares of GameStop common stock, which is referred to herein as the spin-off, completed November 12, 2004. The separation agreement contains covenants designed to protect the intended tax-free nature of the spin-off.
      Under the separation agreement, Historical GameStop agreed not to take certain actions without the approval of Barnes & Noble or the satisfaction of certain procedures. These actions include:
 	 	 	
 	• 	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 Historical GameStop’s capital stock that would comprise 50% or more of either the value of all outstanding shares of the capital stock or the total combined voting power of the outstanding voting stock; and	
 	 	 	
 	• 	until two years after the spin-off, liquidating, disposing of, or otherwise discontinuing the conduct of any portion of Historical GameStop’s active trade or business.	
      Historical GameStop generally agreed to indemnify Barnes & Noble and its affiliates against any and all tax-related losses incurred by Barnes & Noble in connection with any proposed tax assessment or tax controversy with respect to the spin-off to the extent caused by any breach by Historical GameStop of any of its representations, warranties or covenants made in the separation agreement.
      Insurance Agreement. Historical GameStop entered into an “insurance agreement” with Barnes & Noble, pursuant to which we participated in Barnes & Noble’s worker’s compensation, property and general liability and directors’ and officers’ liability insurance programs. We reimbursed Barnes & Noble for our pro rata share of the cost of providing these insurance programs. In fiscal 2005, Barnes & Noble charged us approximately $1,726,000 for our insurance program.
      The insurance agreement terminated in part on May 1, 2005 and in full on June 1, 2005, at which point Historical GameStop procured its own insurance. Although we have now secured our own insurance coverage, costs will likely continue to be incurred by Barnes & Noble on insurance claims which were incurred under its programs prior to June 2005 and any such costs applicable to insurance claims against us will be allocated to GameStop.
      Operating Agreement. Historical GameStop entered into an “operating agreement” with Barnes & Noble, pursuant to which we operate the existing video game departments in ten Barnes & Noble stores. We pay Barnes & Noble a licensing fee equal to 7.0% of the aggregate gross sales of each such department. In fiscal 2005, Barnes & Noble charged us approximately $857,000 in connection with our operation of such departments in Barnes & Noble stores.
      The operating agreement will remain in force unless terminated:
 	 	 	
 	• 	by mutual agreement of us and Barnes & Noble;	
 	 	 	
 	• 	automatically, in the event that we no longer operate any department within Barnes & Noble’s stores;	
 	 	 	
 	• 	by us 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 us;	
 	 	 	
 	• 	automatically, with respect to any department, if the applicable store lease in which we operate that department expires or is terminated prior to its expiration date; or	
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 	• 	automatically, in the event of the bankruptcy or a change in control of either us or Barnes & Noble.	
      Tax Disaffiliation Agreement. Historical GameStop entered into a “tax disaffiliation agreement” with Barnes & Noble which governs the allocation of federal, state, local and foreign tax liabilities and contains agreements with respect to other tax matters arising prior to and after the date of Historical GameStop’s initial public offering. The tax disaffiliation agreement became effective at the time of the initial public offering and, among other things, sets forth the procedures for amending returns filed prior to the date of our initial public offering, tax audits and contests and record retention. In general, we are responsible for filing and paying our separate taxes for periods after the initial public offering and Barnes & Noble is responsible for filing and paying its separate taxes for periods after the initial public offering. In general, with respect to consolidated or combined returns that include Barnes & Noble and Historical GameStop prior to the initial public offering, Barnes & Noble is responsible for filing and paying the related tax liabilities and will retain any related tax refunds.
      Under the tax disaffiliation agreement, without the prior written consent of Barnes & Noble, we may not amend any tax return for a period in which we were a member of Barnes & Noble’s consolidated tax group. Barnes & Noble has the sole right to represent the interests of its consolidated tax group, including us, in any tax audits, litigation or appeals that involve, directly or indirectly, periods prior to the time that we ceased to be a member of their consolidated tax group (the date of the offering), unless we are solely liable for the taxes at issue and any redetermination of taxes would not result in any additional tax liability or detriment to any member of Barnes & Noble’s consolidated tax group. In addition, we and Barnes & Noble have agreed to provide each other with the cooperation and information reasonably requested by the other in connection with the preparation or filing of any amendment to any tax return, the determination and payment of any amounts owed relating to periods prior to the date of the offering and in the conduct of any tax audits, litigation or appeals.
      GameStop and Barnes & Noble have agreed to indemnify each other for tax or other liabilities resulting from the failure to pay any taxes required to be paid under the tax disaffiliation agreement, tax or other liabilities resulting from negligence in supplying inaccurate or incomplete information or the failure to cooperate with the preparation of any tax return or the conduct of any tax audits, litigation or appeals. The tax disaffiliation agreement requires us to retain records, documents and other information necessary for the audit of tax returns relating to periods prior to the date we ceased to be a member of Barnes & Noble’s consolidated tax group and to provide reasonable access to Barnes & Noble with respect to such records, documents and information.
Other Transactions and Relationships
      We paid the legal fees and expenses of one of our directors, Leonard Riggio, in connection with the mergers, including Mr. Riggio’s legal fees and expenses incurred in connection with the preparation and filing of Mr. Riggio’s notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (including the filing fee). Those legal fees and expenses were approximately $150,000.
      In July 2003, the Company purchased an airplane from a company controlled by a member of the board of directors. The purchase price was $9.5 million and was negotiated through an independent third party following an independent appraisal.
      In October 2004, Historical GameStop’s board of directors authorized a repurchase of Historical GameStop’s Class B common stock held by Barnes & Noble. Historical GameStop repurchased 6,107,000 shares of Historical GameStop Class B common stock at a price equal to $18.26 per share for aggregate consideration of $111.5 million. The repurchase price per share was determined by using a discount of 3.5% on the last reported trade of Historical GameStop’s Class A common stock on the New York Stock Exchange prior to the time of the transaction. Historical GameStop paid $37.5 million in cash and issued a promissory note in the principal amount of $74.0 million, which is payable in installments over three years and bearing interest at 5.5% per annum, payable when principal installments are due. The Company made principal payments of $37.5 million and $12.2 million on the promissory note as scheduled in January 2005 and October 2005, respectively. Interest expense on the promissory note for fiscal 2005 totaled $1.8 million.

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      In May 2005, we entered into an arrangement with Barnes & Noble under which gamestop.com is the exclusive videogame retailer listed on bn.com, Barnes & Noble’s e-commerce website. Under the terms of this agreement, the Company pays a fee to Barnes & Noble for sales of video game or PC entertainment products sold through bn.com. For fiscal 2005, the fee to Barnes & Noble totaled $255,000.
      On November 2, 2002, EB sold its BC Sports Collectibles business to SCAC for $2.2 million in cash and the assumption of lease related liabilities in excess of $13.0 million. The purchaser, SCAC, is owned by the family of James J. Kim, Chairman of EB at the time and currently one the Company’s directors. The transaction was negotiated and approved by a committee of EB’s board of directors comprised solely of independent directors with the assistance of an investment banking firm engaged to solicit offers for the BC Sports Collectibles business. As EB remains contingently liable for these leases, Mr. Kim has agreed to indemnify EB against any liabilities associated with these leases.
      Michael N. Rosen, our Secretary and one of our directors, is a partner of Bryan Cave LLP, which is counsel to us.

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DESCRIPTION OF OTHER INDEBTEDNESS
Barnes & Noble Promissory Note
      In October 2004, Historical GameStop’s board of directors authorized a repurchase of Historical GameStop’s Class B common stock held by Barnes & Noble. Historical GameStop repurchased 6,107,000 shares of Historical GameStop Class B common stock at a price equal to $18.26 per share for aggregate consideration of $111.5 million. The repurchase price per share was determined by using a discount of 3.5% on the last reported trade of Historical GameStop’s Class A common stock on the New York Stock Exchange prior to the time of the transaction. Historical GameStop paid $37.5 million in cash and issued a promissory note in the principal amount of $74.0 million, which is payable in installments over three years and bearing interest at 5.5% per annum, payable when principal installments are due. The Company made principal payments of $37.5 million and $12.2 million on the promissory note as scheduled in January 2005 and October 2005, respectively. Interest expense on the promissory note for fiscal 2005 totaled $1.8 million.
Pre-Merger Debt of EB
      On May 25, 2005, EB closed on a 10-year, $9.5 million mortgage agreement collateralized by EB’s new 315,000 square foot distribution facility located in Sadsbury Township, Pennsylvania. Interest is fixed at a rate of 5.4% per annum.
      On May 31, 2005, EB completed the acquisition of Jump, a privately-held retailer based in Valencia, Spain. As of January 28, 2006, Jump had third-party debt of approximately $0.6 million.
Senior Credit Facility
 	 	
 	General	
      In conjunction with the closing of the mergers, we entered into the Senior Credit Facility with affiliates of the initial purchasers of the notes pursuant to financing commitments received from them. The Senior Credit Facility has a five-year term and is available for refinancing of indebtedness, to pay transaction costs in connection with the mergers and for other general corporate purposes, including letters of credit, working capital, capital expenditures, permitted dividends, permitted share repurchases and permitted acquisitions. The Senior Credit Facility is guaranteed by all of our wholly-owned U.S. subsidiaries and secured by all our assets and those of the guarantors. Borrowings under the Senior Credit Facility are limited to the lesser of $400.0 million or the borrowing base. The borrowing base is the lesser of (i) the cost of eligible inventory multiplied by the inventory advance rate (currently approximately 70%) or (ii) 90% of the net appraised inventory liquidation value, plus, in each case, 85% of eligible credit card receivables less reserves. As of January 28, 2006, there were no borrowings outstanding under the Senior Credit Facility and letters of credit outstanding totaled $2.3 million.
 	 	
 	Interest Rate and Fees	
      Interest on the Senior Credit Facility is variable and, at our option, is calculated by applying a margin of (1) 0.0% to 0.25% above the higher of the prime rate of the administrative agent or the federal funds effective rate plus 0.50% or (2) 1.25% to 1.75% above LIBOR. The applicable margin is determined quarterly as a function of our consolidated leverage ratio.
      In addition, we are required to pay a commitment fee, ranging from 0.375% to 0.50%, for any unused amounts under the Senior Credit Facility.
 	 	
 	Prepayments	
      We are required to prepay amounts outstanding under the Senior Credit Facility (i) if, and to the extent that, total credit extensions exceed the lesser of the then amounts available under the facility cap of $400.0 million or the borrowing base or (ii) as may be required by our lenders under the Senior Credit Facility after the occurrence and during the continuance of an event of default.

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      We may voluntarily prepay the Senior Credit Facility in whole or in part at any time without penalty, subject to customary “breakage” costs with respect to LIBOR loans. Such optional prepayments are required to be in the minimum amounts set out in the Senior Credit Facility. In addition, the unutilized portion of any commitment under the Senior Credit Facility may be irrevocably cancelled by us in whole or in part.
 	 	
 	Collateral and Guarantees	
      Indebtedness under the Senior Credit Facility is guaranteed by our current and future domestic wholly-owned subsidiaries. The facility is secured by a first priority perfected security interest in all of our and the guarantors’ present and future assets, both real and personal, including, without limitation, (i) inventory, (ii) accounts receivable (including credit card receivables), (iii) general intangibles (including trade names, trademarks and other intellectual property), (iv) furniture, fixtures and equipment, (v) bank and investment accounts, (vi) investment property (including a pledge of subsidiary stock), (vii) owned real estate, and (viii) claims and causes of action relating to the foregoing.
 	 	
 	Restrictive Covenants and Other Matters	
      The Senior Credit Facility requires that under certain circumstances we comply with a fixed charge coverage ratio test. In addition, the Senior Credit Facility includes negative covenants, subject to certain exceptions, that restrict or limit our ability and the ability of our subsidiaries to, among other things:
 	 	 	
 	• 	incur, assume or permit to exist additional indebtedness or guaranty obligations;	
 	 	 	
 	• 	incur liens or agree to negative pledges in other agreements;	
 	 	 	
 	• 	make loans and investments;	
 	 	 	
 	• 	declare dividends, make payments or redeem or repurchase capital stock;	
 	 	 	
 	• 	engage in mergers, acquisitions and other business combinations;	
 	 	 	
 	• 	prepay, redeem or purchase certain indebtedness;	
 	 	 	
 	• 	amend or otherwise alter the terms of our organizational documents or other specified agreements to the extent any such amendment or alteration is adverse to the lenders under the Senior Credit Facility;	
 	 	 	
 	• 	sell assets;	
 	 	 	
 	• 	transact with affiliates; and	
 	 	 	
 	• 	alter the business we conduct.	
      The Senior Credit Facility contains customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness and other material agreements, certain events of bankruptcy, material judgments, actual or asserted failure of any guarantee or security document supporting the Senior Credit Facility to be in full force and effect and change of control. If such an event of default occurs, the lenders under the Senior Credit Facility will be entitled to take various actions, including an increase in interest rate, the acceleration of amounts due under the facility and all actions permitted to be taken by a secured creditor.

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THE EXCHANGE OFFER
Purpose and Effect of the Exchange Offer
      We sold the old notes on September 28, 2005 to the initial purchasers of the old notes with further distribution permitted only to (i) qualified institutional buyers under Rule 144A under the Securities Act and (ii) persons in offshore transactions in reliance on Regulation S under the Securities Act. In connection with the sale of the old notes, the Issuers, the guarantors and the initial purchasers entered into a registration rights agreement which requires us to use our reasonable best efforts to file with the SEC the registration statement of which this prospectus is a part with respect to a registered offer to exchange the old notes for exchange notes, to use our reasonable best efforts to cause such registration statement to become effective under the Securities Act within 210 days of the date the old notes were issued, and to use our commercially reasonable efforts to cause the exchange offer to be completed within 270 days of the date the old notes were issued. The form and terms of the exchange notes will be identical in all material respects to the form and terms of the old notes, except that the exchange notes will be registered under the Securities Act, the transfer restrictions and registration rights applicable to the old notes will not apply to the exchange notes, and the exchange notes will not contain any provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer. We will keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the old notes. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.
Registration Rights; Liquidated Damages
      Pursuant to the registration rights agreement, we will be required, as promptly as practicable, to use our reasonable best efforts to file a shelf registration statement with the SEC relating to the offer and sale of old notes or exchange notes, as applicable, and to use our commercially reasonable efforts to have it become and remain effective within 120 days of the obligation arising to file such shelf registration statement, if:
 	 	 	
 	• 	due to any change in law or applicable interpretation thereof by the SEC’s staff, we determine upon advice of outside counsel that we are not permitted to effect the exchange offer contemplated by this prospectus;	
 	 	 	
 	• 	for any other reason the exchange offer is not consummated within 270 days of the date the old notes were issued;	
 	 	 	
 	• 	any initial purchaser of the old notes so requests with respect to old notes that are not eligible to be exchanged for exchange notes in the exchange offer and that are held by such initial purchaser following consummation of the exchange offer;	
 	 	 	
 	• 	any holder of old notes (other than an initial purchaser) is not eligible to participate in the exchange offer; or	
 	 	 	
 	• 	any initial purchaser does not receive freely tradable exchange notes in exchange for old notes constituting any portion of an unsold allotment.	
      With respect to exchange notes received by any initial purchaser in exchange for old notes constituting any portion of an unsold allotment, we may, if permitted by current interpretations by the SEC’s staff, file a post-effective amendment to the registration statement of which this prospectus forms a part containing the information required by Item 507 or Item 508 of Regulation S-K, as applicable.
      We will use our reasonable best efforts to keep the shelf registration statement continuously effective, supplemented and amended as required by the Securities Act, in order to permit the prospectus forming part thereof to be usable by holders for a period from the date the shelf registration statement is declared effective by the SEC to the earliest of (i) the second anniversary of the date on which the old notes were issued or (ii) the date upon which all of the old notes or the exchange notes, as applicable, covered by the shelf registration statement have been sold pursuant to the shelf registration statement.

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      We will be required to pay liquidated damages in respect of the notes to holders of the notes if:
 	 	 	
 	• 	neither the exchange offer is completed within 270 days of the date the old notes were issued nor, if required, the shelf registration statement is declared effective within 120 days after the obligation arises to file such shelf registration statement; or	
 	 	 	
 	• 	notwithstanding that we have consummated or will consummate the exchange offer, if we are required to file a shelf registration statement and such shelf registration statement is not declared effective on or prior to the 120th day following the date the obligation arises to file such shelf registration statement.	
      Liquidated damages shall accrue on the notes at a rate of 0.25% per annum of the principal amount of such notes for the first 90 days from the date the obligation to pay such liquidated damages arose, and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided, however, that liquidated damages in the aggregate may not exceed 1.0% per annum of the principal amount of such notes.
Resale of Exchange Notes
      Based on interpretations by the SEC’s staff in no action letters issued to other issuers in exchange offers like the one contemplated by this prospectus, we believe that, except as described below, the exchange notes issued pursuant to the exchange offer in exchange for old notes may be offered for resale, resold or otherwise transferred by any holder of the exchange notes (other than any holder which is a broker-dealer or an “affiliate” of the Issuers within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you can make the following representations to us:
 	 	 	
 	• 	the exchange notes you acquire pursuant to the exchange offer are being acquired in the ordinary course of your business;	
 	 	 	
 	• 	you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and	
 	 	 	
 	• 	you are not an “affiliate” of either Issuer.	
      Although we have based our belief on interpretations by the SEC’s staff, we have not asked the SEC to consider this particular exchange offer in the context of a no action letter. Therefore, you cannot be sure that the SEC will treat this exchange offer in the same way it has treated other exchange offers in the past. If you cannot truthfully make the representations described above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes issued to you in the exchange offer, unless an exemption from such registration and prospectus delivery requirements is available to you. If you resell any exchange notes issued to you in the exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liabilities under the Securities Act. We are not indemnifying you for any such liability and will not protect you against any loss incurred as a result of any such liability under the Securities Act.
      Any broker-dealer that acquires exchange notes for its own account in exchange for old notes must represent to us that the old notes to be exchanged for the exchange notes were acquired by it as a result of market-making or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes received by it pursuant to the exchange offer. Any such broker-dealer is referred to as a participating broker-dealer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” (as such term is defined in the Securities Act). If a broker-dealer acquired old notes as a result of market-making or other trading activities, it may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes that it received in exchange for old notes pursuant to the exchange offer. We have agreed that, for a period of 90 days after the consummation

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of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.
Terms of the Exchange Offer
      Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any and all old notes properly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding old notes surrendered pursuant to the exchange offer. Old notes may be tendered only in integral multiples of $1,000.
      The form and terms of the exchange notes will be identical in all material respects to the form and terms of the old notes, except that the exchange notes will be registered under the Securities Act, the transfer restrictions and registration rights applicable to the old notes will not apply to the exchange notes, and the exchange notes will not contain any provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer. The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the indenture, which also authorized the issuance of the old notes, such that both series will be treated as a single class of debt securities under the indenture.
      As of the date of this prospectus, $300.0 million aggregate principal amount of the old floating rate notes and $650.0 million aggregate principal amount of the old 8% notes are outstanding. This prospectus, together with the accompanying letter of transmittal, is being sent to all registered holders of old notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. However, the obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain conditions, as described under “— Conditions.”
      We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Exchange Act, and the rules and regulations of the SEC thereunder. Old notes which are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture and the registration rights agreement.
      We will be deemed to have accepted for exchange properly tendered old notes when, as and if we have given oral or written notice thereof to the exchange agent and complied with the provisions of the indenture. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes for us.
      If you tender old notes in the exchange offer you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. See “— Fees and Expenses.”
Expiration Date; Extensions; Amendments
      The term “expiration date” shall mean 5:00 p.m., New York City time on                     , 2006, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” shall mean the latest date to which the exchange offer is extended.
      In order to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice and will mail to the holders an announcement thereof, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.
      We reserve the right, in our sole discretion:
 	 	 	
 	• 	to delay accepting any old notes, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of old notes not previously accepted, if any of the conditions set forth below	
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 	 	under “— Conditions” have not been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent; or	
 	 	 	
 	• 	to amend the terms of the exchange offer in any manner which, in our good faith judgment, is advantageous to the holders of the old notes, whether before or after any tender of the exchange notes.	
      Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the holders. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly notify holders of the amendment by means of a prospectus supplement that will be distributed to the registered holders, if required by law, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during such five to ten business day period.
      Without limiting the manner in which we may choose to make a public announcement of any delay, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to the Dow Jones news service.
Interest on the Exchange Notes
      Interest on the new floating rate notes will be payable in cash on January 1, April 1, July 1 and October 1 of each year. Interest on the new 8% notes will be payable in cash on April 1 and October 1 of each year. The exchange notes will bear interest from the most recent date of payment of interest on the old notes surrendered and accepted for exchange or, if no interest has been paid on the old notes, from the date the old notes surrendered and accepted for exchange were issued. Accordingly, the most recent payment of interest on the old floating rate notes was made on the first business day following April 1, 2006 and the next payment of interest on the old floating rate notes, or if the exchange offer is earlier consummated, the new floating rate notes, will be due on the first business day following July 1, 2006. The most recent payment of interest on the old 8% notes was made on the first business day following April 1, 2006 and the next payment of interest on the old 8% notes, or if the exchange offer is earlier consummated, the new 8% notes, will be due on the first business day following October 1, 2006.
Conditions
      We will not be required to accept for exchange, or exchange any exchange notes for, any old notes, and may terminate the exchange offer before the acceptance of any old notes for exchange, if:
 	 	 	
 	• 	any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our sole judgment, might materially impair our ability to proceed with the exchange offer;	
 	 	 	
 	• 	any law, statute, rule or regulation is proposed, adopted or enacted, or any existing law, statute, rule or regulation is interpreted by the staff of the SEC, which, in our sole judgment, might materially impair our ability to proceed with the exchange offer; or	
 	 	 	
 	• 	any governmental approval has not been obtained, which approval we shall, in our sole discretion, deem necessary for the consummation of the exchange offer as contemplated hereby.	
      If we determine in our sole discretion that any of these conditions are not satisfied, we may:
 	 	 	
 	• 	refuse to accept any old notes and return all tendered old notes to the tendering holders;	
 	 	 	
 	• 	extend the exchange offer and retain all old notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered such old notes to withdraw their tendered old notes; or	
 	 	 	
 	• 	waive such unsatisfied conditions with respect to the exchange offer and accept all properly tendered old notes which have not been withdrawn.	
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      The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of our rights shall not be deemed a waiver of any such right, and each such right will be deemed an ongoing right which may be asserted at any time and from time to time.
Procedures for Tendering
      Only a holder of old notes may tender such old notes in the exchange offer. To tender in the exchange offer, you must complete, sign and date the letter of transmittal, have the signatures thereon guaranteed if required by the letter of transmittal, and mail, fax or otherwise deliver the letter of transmittal, together with the old notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. In addition, either:
 	 	 	
 	• 	old notes must be received by the exchange agent along with the letter of transmittal;	
 	 	 	
 	• 	a timely confirmation of book-entry transfer of such old notes, if such procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer described below must be received by the exchange agent prior to the expiration date; or	
 	 	 	
 	• 	you must comply with the guaranteed delivery procedures described below.	
      To be tendered effectively, the old notes, letter of transmittal and other required documents must be received by the exchange agent at the address set forth below under “— Exchange Agent”.
      The tender by a holder which is not withdrawn prior to the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.
      The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for and on behalf of such holders.
      Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender such old notes should contact the registered holder promptly and instruct such holder to tender on such beneficial owner’s behalf. If such beneficial owner wishes to tender on its own behalf, such owner must, prior to completing and executing the letter of transmittal and delivering its old notes, either make appropriate arrangements to register ownership of the old notes in its name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
      Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible institution unless the old notes tendered pursuant thereto are tendered:
 	 	 	
 	• 	by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or	
 	 	 	
 	• 	for the account of an eligible institution.	
      “Eligible institutions” include:
 	 	 	
 	• 	a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;	
 	 	 	
 	• 	a commercial bank or trust company having an office or correspondent in the United States; or	
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 	• 	an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act which is a member of one of the recognized signature guarantee programs identified in the letter of transmittal.	
      If the letter of transmittal is signed by a person other than the holder of any old notes listed therein, the old notes must be endorsed or accompanied by a properly completed bond power, in satisfactory form as determined by us in our sole discretion, signed by the holder as the holder’s name appears on the old notes with the signature thereon guaranteed by an eligible institution.
      If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.
      All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered old notes and withdrawal of tendered old notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in the opinion of counsel for us, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.
      While we have no present plan to acquire any old notes that are not tendered in the exchange offer, we reserve the right in our sole discretion to:
 	 	 	
 	• 	purchase or make offers for any old notes that remain outstanding subsequent to the expiration date;	
 	 	 	
 	• 	as set forth above under “— Conditions,” to terminate the exchange offer;	
 	 	 	
 	• 	redeem the old notes as a whole or in part at any time and from time to time, as set forth under “Description of the Exchange Notes — Optional Redemption;” or	
 	 	 	
 	• 	to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise.	
      The terms of any such purchases or offers could differ from the terms of the exchange offer.
      In all cases, issuance of exchange notes for old notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of certificates for such old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at DTC, a properly completed and duly executed letter of transmittal and all other required documents. If any tendered old notes are not accepted for exchange for any reason set forth in the terms and conditions of the exchange offer, or if old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non exchanged old notes will be returned without expense to the tendering holder thereof (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described below, the non exchanged old notes will be credited to an account maintained with DTC) as promptly as practicable after the expiration or termination of the exchange offer.

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Book-Entry Transfer
      The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer after the date of this prospectus, and any financial institution that is a participant in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. For holders whose old notes are being delivered by book-entry transfer, delivery of an Agent’s Message by DTC will satisfy the terms of the exchange offer in lieu of execution and delivery of a letter of transmittal by the participant(s) identified in the Agent’s Message. An “Agent’s Message” is a message transmitted by DTC to the exchange agent stating that DTC has received an express acknowledgement from the participant in DTC tendering the old notes, that the participant has received and agrees to execute and be bound by the terms of the letter of transmittal, and that the Issuers may enforce the letter of transmittal against the participant. If delivery of the old notes is to be made by book-entry transfer to the account maintained by the exchange agent at DTC, the letter of transmittal need not be manually executed; provided, however, that tenders of old notes must be effected in accordance with the procedures mandated by DTC’s Automated Tender Offer Program.
Guaranteed Delivery Procedures
      If you wish to tender your old notes and your old notes are not immediately available, or you cannot deliver your old notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, you may effect a tender if:
 	 	 	
 	• 	the tender is made through an eligible institution;	
 	 	 	
 	• 	prior to the expiration date, the exchange agent receives from an eligible institution a properly completed and duly signed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us (by facsimile transmission, mail or hand delivery) setting forth your name and address, the registered number(s) of the old notes and the principal amount of old notes tendered, stating that the tender is being made by guaranteed delivery and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal together with the old notes or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and	
 	 	 	
 	• 	a properly completed and signed letter of transmittal, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by the exchange agent within five New York Stock Exchange trading days after the expiration date. Upon request of the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.	
Withdrawal of Tender
      Except as otherwise provided herein, you may withdraw tenders of old notes at any time prior to 5:00 p.m., New York City time, on the expiration date.
      To withdraw a tender of old notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:
 	 	 	
 	• 	specify the name of the person having deposited the old notes to be withdrawn, which we refer to herein as the “depositor;”	
 	 	 	
 	• 	identify the old notes to be withdrawn (including the principal amount of the old notes and, in the case certificates representing the old notes have been tendered, registered number or numbers and or, in the case of old notes transferred by book-entry transfer, the name and number of the account at DTC to be credited);	
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 	• 	be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have Citibank, N.A., the trustee with respect to the old notes, register the transfer of such old notes into the name of the person withdrawing the tender; and	
 	 	 	
 	• 	specify the name in which any such old notes are to be registered, if different from that of the depositor.	
      All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us, and our determination will be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the old notes so withdrawn are validly re-tendered. Any old notes which have been tendered but which are not accepted for payment will be returned to the holder thereof without cost to the holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, such old notes will be credited to an account maintained with DTC) as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described above under “— Procedures for Tendering” and “— Book-Entry Transfer” at any time prior to the expiration date.
Exchange Agent
      Citibank, N.A. has been appointed as exchange agent of the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent as follows:
Citibank, N.A.
111 Wall Street 15th floor
New York, NY 10005
Attn: Ruth Cruz
Tel 1 800 422-2066
Fax 1 212 657-1020
Fees and Expenses
      The expenses of soliciting tenders will be paid by us. The principal solicitation is being made by mail; however, additional solicitation may be made by telephone, facsimile, or in person by officers and regular employees of the Issuers and their affiliates.
      We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange. In addition, we expect to incur other expenses in connection with the exchange offer, including reimbursement of the fees and expenses of the trustee of the notes, accounting and legal fees, and printing costs.
      We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. If, however, exchange notes or old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer, then the amount of any transfer taxes (whether imposed on the holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or

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exemption from such payment is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.
Consequences of Failure to Exchange
      Holders of old notes who do not exchange their old notes for exchange notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such old notes as set forth in the legend on the old notes and in the indenture as a result of the issuance of the old notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities law. Accordingly, the old notes may be resold only
 	 	 	
 	• 	to us (upon redemption thereof or otherwise),	
 	 	 	
 	• 	pursuant to an effective registration statement under the Securities Act,	
 	 	 	
 	• 	so long as the old notes are eligible for resale pursuant to Rule 144A, to a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, or	
 	 	 	
 	• 	pursuant to another available exemption from the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.	
      We may in the future seek to acquire untendered old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. Currently, we have no present plans to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered old notes. However, generally, if any initial purchaser so requests with respect to old notes not eligible to be exchanged for exchange notes in the exchange offer and held by it following consummation of the exchange offer or if any holder of old notes is not eligible to participate in the exchange offer or, in the case of any holder of old notes that participates in the exchange offer, does not receive freely tradable exchange notes in exchange for old notes, we are obligated to file a registration statement on the appropriate form under the Securities Act relating to the old notes held by such persons.
Accounting Treatment
      The exchange notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer will be amortized over the term of the exchange notes.
Other
      Participation in the exchange offer is voluntary, and you should carefully consider whether or not to accept. You are urged to consult your legal, financial and tax advisors in making your own decision on what action to take.

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DESCRIPTION OF THE EXCHANGE NOTES
      The Issuers issued the old notes, and will issue the exchange notes, under an indenture (the “Indenture”), dated as of September 28, 2005, by and among the Issuers, the Subsidiary Guarantors and Citibank, N.A., as Trustee (the “Trustee” ), as supplemented by the supplemental indenture (the  “Supplemental Indenture” ), dated as of October 8, 2005, by and among the Issuers, the EB Guarantors (as defined in the Supplemental Indenture) and the Trustee. The form and terms of the exchange notes will be identical in all material respects to the form and terms of the old notes, except that the exchange notes will be registered under the Securities Act, the transfer restrictions and registration rights applicable to the old notes will not apply to the exchange notes, and the exchange notes will not contain any provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer.
      Definitions of certain terms are set forth under “— Certain Definitions” and throughout this description. For purposes of this section, references to the “Issuers,” “we,” “us” and “our” include only GameStop Corp. and GameStop, Inc. and not their Subsidiaries, references to the “Company” include only GameStop Corp. and not its Subsidiaries, and references to the “Co-Issuer” include only GameStop, Inc. and not its Subsidiaries.
      The following description is a summary of the material provisions of the Indenture. It does not include all of the information included in the Indenture and may not include all of the information that you would consider important. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of the Notes. A copy of the Indenture is available upon request to the Issuers at the address indicated under “Available Information.” This summary is qualified by reference to the Trust Indenture Act of 1939, as amended (the  “TIA” ), and to all of the provisions of the Indenture, including the definitions of terms therein and those terms made a part of the Indenture by reference to the TIA.
Principal, Maturity and Interest
      The Issuers will issue $950.0 million in aggregate principal amount of exchange notes in this offering, including $300,000,000 in aggregate principal amount of new floating rate notes, which will mature on October 1, 2011, and $650,000,000 in aggregate principal amount of new 8% notes, which will mature on October 1, 2012.
      Interest on the Senior Floating Rate Notes will accrue at a rate equal to the Applicable Rate from the Issue Date or, if interest has already been paid, from the date interest was last paid. The Applicable Rate will be reset quarterly. The Applicable Rate for the current quarterly period is 8.405%. The Issuers will pay interest on the Senior Floating Rate Notes quarterly, in arrears, every January 1, April 1, July 1 and October 1, to holders of record on the immediately preceding December 15, March 15, June 15 and September 15, and at maturity. The most recent payment of interest on the Senior Floating Rate Notes was made on the first Business Day following April 1, 2006 and the next payment of interest on the Senior Floating Rate Notes will be due on the first Business Day following July 1, 2006. Interest on the Senior Floating Rate Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
      Interest on the Senior Notes will accrue at the rate of 8% per year from the Issue Date or, if interest has already been paid, from the date interest was last paid. The Issuers will pay interest on the Senior Notes semi-annually, in arrears, every April 1 and October 1 to holders of record on the immediately preceding March 15 and September 15, and at maturity. The most recent payment of interest on the Senior Notes was made on the first Business Day following April 1, 2006 and the next payment of interest on the Senior Notes will be due on the first Business Day following October 1, 2006. Interest on the Senior Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
      Subject to compliance with the covenant described under “— Certain Covenants — Limitation on Debt,” we can issue an unlimited amount of additional Notes  (“Additional Notes” ) in the future as part of either series or as an additional series. Any Additional Notes that we issue in the future will be identical in all respects to the Notes, except that any Additional Notes issued in the future may have different issuance prices

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and will have different issuance dates. The Notes and any Additional Notes that we issue in the future will be treated as a single class for all purposes of the Indenture, including waivers, amendments and redemptions.
      The old notes are, and the exchange notes will be, issued in fully registered form only, without coupons, in denominations of $1,000 and integral multiples thereof.
Transfer and Exchange
      Initially, the Trustee will act as paying agent and registrar for the Notes. The Notes may be presented for transfer or exchange at the offices of the registrar, which initially will be the Trustee’s corporate trust office. The Issuers may change any paying agent and registrar without notice to holders of the Notes. The Issuers will pay principal (and premium, if any) on the Notes at the Trustee’s corporate office in New York, New York. Interest may be paid at the Trustee’s corporate trust office, by check mailed to the registered address of the holders of the Notes or, at the Issuers’ option, by wire transfer if instructions therefor are furnished by a holder of the Notes. Any old notes that remain outstanding after the completion of the exchange offer, together with the exchange notes, will be treated as a single class of securities under the Indenture.
      The interest rate on the Notes will increase in circumstances described under “The Exchange Offer — Registration Rights; Liquidated Damages.” Any interest payable as a result of any such increase in the interest rate is referred to as “Additional Interest.”
Guarantees
      The Subsidiary Guarantors will jointly and severally guarantee, on an unsecured senior basis, our obligations under the exchange notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the exchange notes will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Federal and state fraudulent transfer laws permit a court to void or subordinate the notes and related guarantees, and if that occurs, you may not receive any payments on the notes.”
      Each Subsidiary Guarantor that makes a payment under its Subsidiary Guarantee will be entitled, upon payment in full of all guarantied Obligations under the Indenture, to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment, based on the respective net assets of all the Subsidiary Guarantors at the time of such payment.
      If a Subsidiary Guarantee was rendered voidable, it could be subordinated by a court to all other Debt (including Guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such Debt, a Subsidiary Guarantor’s liability on its Subsidiary Guarantee could be reduced to zero. See “Risk Factors — Federal and state fraudulent transfer laws permit a court to void or subordinate the notes and related guarantees, and if that occurs, you may not receive any payments on the notes.”
      The Subsidiary Guarantee of a Subsidiary Guarantor will be released:
 	 	 	
 	• 	upon the sale or other disposition of all the assets or Capital Stock of the Subsidiary Guarantor, in each case in a transaction in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales”;	
 	 	 	
 	• 	upon the sale or other disposition (including by way or consolidation or merger) of the Subsidiary Guarantor in compliance with the covenant described under “— Merger, Consolidation and Sale of Property”; and	
 	 	 	
 	• 	upon the designation of the Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the covenant described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries.”	
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Ranking
      The Debt of the Issuers evidenced by the new floating rate notes will rank pari passu in right of payment with the Debt of the Issuers evidenced by the new 8% notes. The exchange notes will rank senior in right of payment to all Subordinated Obligations of the Issuers and will rank  pari passu  in right of payment with all other existing or future unsubordinated Debt of the Issuers.
      Each Subsidiary Guarantee of the exchange notes will rank senior in right of payment to all Subordinated Obligations of the Subsidiary Guarantor giving such Subsidiary Guarantee and will rank  pari passu  in right of payment with all other existing or future unsubordinated Debt of such Subsidiary Guarantor.
      The exchange notes and the Subsidiary Guarantees of the exchange notes will be effectively subordinated to all secured Debt of the Issuers and the Subsidiary Guarantors, respectively, to the extent of the assets securing such Debt and structurally subordinated to the Debt of any non-Subsidiary Guarantor.
Optional Redemption
      Senior Floating Rate Notes. At any time on or prior to October 1, 2007, the Issuers may on any one or more occasions redeem up to 100% of the aggregate principal amount of Senior Floating Rate Notes issued under the Indenture at a redemption price equal to 104% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus Additional Interest, if any, with the net cash proceeds of one or more Equity Offerings;  provided  that:
      (1) to the extent that less than 100% of the aggregate principal amount of Senior Floating Rate Notes is redeemed pursuant to this provision, at least 65% of the aggregate principal amount of Senior Floating Rate Notes originally issued under the Indenture (excluding Senior Floating Rate Notes held by the Issuers and their Subsidiaries) shall remain outstanding immediately after the occurrence of such redemption; and
      (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.
      Except pursuant to the preceding paragraph and as described below, the Senior Floating Rate Notes will not be redeemable at the Issuers’ option prior to October 1, 2007.
      On or after October 1, 2007, the Issuers may redeem all or a part of the Senior Floating Rate Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Senior Floating Rate Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below, subject to the rights of holders of the Senior Floating Rate Notes on the relevant record date to receive interest on the relevant interest payment date:
 	 	 	 	 	
Year	 	Percentage	 	
 	 	 	 	
2007	 	 	102.000	%	
2008	 	 	101.000	%	
2009 and thereafter	 	 	100.000	%	
      Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Senior Floating Rate Notes or portions thereof called for redemption on the applicable redemption date.
      Senior Notes. At any time on or prior to October 1, 2008, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Senior Notes issued under the Indenture at a redemption price of 108% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings;  provided  that:
 	 	
 	      (1) at least 65% of the aggregate principal amount of Senior Notes originally issued under the Indenture (excluding Senior Notes held by the Issuers and their Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and	
 	 	
 	      (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.	
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      Except pursuant to the preceding paragraph, the Senior Notes will not be redeemable at the Issuers’ option prior to October 1, 2009.
      On or after October 1, 2009, the Issuers may redeem all or a part of the Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Senior Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below, subject to the rights of holders of the Senior Notes on the relevant record date to receive interest on the relevant interest payment date:
 	 	 	 	 	
Year	 	Percentage	 	
 	 	 	 	
2009	 	 	104.000	%	
2010	 	 	102.000	%	
2011 and thereafter	 	 	100.000	%	
      Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Senior Notes or portions thereof called for redemption on the applicable redemption date.
      At any time on or prior to October 1, 2007, with respect to the Senior Floating Rate Notes, or October 1, 2009, with respect to the Senior Notes, the Senior Floating Rate Notes or the Senior Notes, as the case may be, may be redeemed, in whole or in part at the option of the Issuers, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of such Notes to be redeemed plus the Applicable Premium then in effect, plus accrued and unpaid interest and Additional Interest, if any, to the date of the redemption (the  “Make-Whole Redemption Date” ), except that installments of interest which are due and payable on dates falling on or prior to the applicable redemption date will be payable to the persons who were the holders of record at the close of business on the relevant record dates.
      “Applicable Premium” means, with respect to the Senior Floating Rate Notes at any Make-Whole Redemption Date, the greater of:
 	 	
 	      (1) 1.00% of the principal amount of such Senior Floating Rate Notes; and	
 	 	
 	      (2) the excess of	

 	      (A) the present value at such time of (i) the redemption price of such Senior Floating Rate Notes at October 1, 2007 set forth above plus (ii) all accrued and unpaid interest required to be paid on such Senior Floating Rate Notes from the date of redemption through October 1, 2007, assuming that LIBOR (as determined in accordance with the definition of Applicable Rate) in effect on the date of the redemption notice would be LIBOR in effect through October 1, 2007 computed using a discount rate equal to LIBOR as of such redemption date plus 0.75% per annum, over	
 	 	
 	      (B) the principal amount of such Senior Floating Rate Notes.	
      “Applicable Premium” means, with respect to the Senior Notes at any Make-Whole Redemption Date, the greater of:
 	 	
 	      (1) 1.00% of the principal amount of such Senior Notes; and	
 	 	
 	      (2) the excess of	

 	      (A) the present value at such time of (i) the redemption price of such Senior Notes at October 1, 2009 set forth above plus (ii) all accrued and unpaid interest required to be paid on such Senior Notes from the date of redemption through October 1, 2009 computed using a discount rate equal to the Treasury Rate plus 0.75% per annum, over	
 	 	
 	      (B) the principal amount of such Senior Notes.	
      “Treasury Rate” means the yield to maturity at the time of computation of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Release H.15

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(519) which has become publicly available at least two Business Days prior to the Make-Whole Redemption Date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) closest to the period from the Make-Whole Redemption Date to October 1, 2009;  provided, however , that if the period from the Make-Whole Redemption Date to October 1, 2009 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of one year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that, if the period from the Make-Whole Redemption Date to October 1, 2009 is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year shall be used.
      Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Senior Floating Rate Notes or the Senior Notes, as the case may be, or portions thereof called for redemption on the applicable Make-Whole Redemption Date.
      The Issuers may acquire Senior Floating Rate Notes and Senior Notes by means other than redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisitions do not otherwise violate the terms of the Indenture.
Selection and Notice
      If fewer than all the Notes of either series issued under the Indenture are to be redeemed at any time and such Notes are not listed on any national securities exchange, the Trustee, in its sole discretion, will select Notes of such series for redemption on a pro rata  basis, by lot or by such method as the Trustee shall deem fair and appropriate. If such Notes are listed on any national securities exchange, the Trustee will select such Notes for redemption in compliance with the requirements of such exchange. No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on Notes or portions of them called for redemption.
Sinking Fund
      There will be no mandatory redemption or sinking fund payments for the Notes.
Repurchase at the Option of Holders Upon a Change of Control
      Upon the occurrence of a Change of Control, each holder of Notes will have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder’s Notes pursuant to the offer described below (the  “Change of Control Offer” ) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the  “Change of Control Payment” ) on a date that is not more than 90 days after the occurrence of such Change of Control (the  “Change of Control Payment Date” );  provided, however , that, notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase the Notes pursuant to a Change of Control Offer in the event that it has mailed the notice to exercise its rights to redeem all of the Notes under “— Optional Redemption” at any time prior to the occurrence of a Change of Control Offer. Within 30 days following any Change of Control, the Issuers will mail, or at the Issuers’ request the Trustee will mail, a notice to each holder offering to repurchase the Notes held by such holder pursuant to the procedures specified in such notice. The Issuers will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the  “Exchange Act” ), and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities

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laws or regulations conflict with provisions of this covenant, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such compliance.
      On the Change of Control Payment Date, the Issuers will, to the extent lawful,
 	 	 	
 	• 	accept for payment all Notes or portions thereof validly tendered and not withdrawn pursuant to the Change of Control Offer,	
 	 	 	
 	• 	deposit with the applicable paying agent (or, if an Issuer or any of the Restricted Subsidiaries is acting as the paying agent, segregate and hold in trust) an amount equal to the aggregate Change of Control Payments in respect of all Notes or portions thereof so tendered, and	
 	 	 	
 	• 	deliver or cause to be delivered to the Trustee the Notes so accepted with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers.	
      The applicable paying agent will promptly mail or deliver to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any;  provided  that each such Note will be in a principal amount of $1,000 or an integral multiple thereof.
      A failure by the Issuers to comply with the provisions of the two preceding paragraphs will constitute an Event of Default under the Indenture. Except as described above with respect to a Change of Control, the Indenture will not contain provisions that permit the holders of the Notes to require that the Issuers purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
      The Senior Credit Facility contains, and future Debt of the Issuers may contain, prohibitions or restrictions on events that would constitute a Change of Control. Moreover, the exercise by holders of the Notes of their right to require the Issuers to repurchase their Notes could cause a default under the Senior Credit Facility and future Debt, even if the Change of Control itself does not result in a default under such facilities, due to the financial effect of any such repurchases on the Issuers. Finally, our ability to pay cash to holders of the Notes upon a repurchase may be limited by the Issuers’ financial resources at the time of the repurchase. Therefore, we cannot assure you that sufficient funds will be available when necessary to make any required repurchases. Our failure to purchase Notes in connection with a Change of Control would result in a default under the Indenture. Such a default would, in turn, constitute a default under the Senior Credit Facility. Our obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the holders of majority in aggregate principal amount of the outstanding Notes. See “— Amendments and Waivers.”
      The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer at the same or higher purchase price, at the same times and otherwise in compliance with the requirements applicable to a Change of Control Offer otherwise required to be made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Certain Covenants
 	 	
 	Suspension of Applicability of Certain Covenants in Certain Circumstances	
      During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a  “Covenant

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Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the following provisions of the Indenture:
 	 	
 	      (1) “Limitation on Debt;”	
 	 	
 	      (2) “Limitation on Restricted Payments;”	
 	 	
 	      (3) “Limitation on Asset Sales;”	
 	 	
 	      (4) “Limitation on Payment Restrictions Affecting Restricted Subsidiaries;”	
 	 	
 	      (5) “Limitation on Transactions with Affiliates;”	
 	 	
 	      (6) “Designation of Restricted and Unrestricted Subsidiaries;”	
 	 	
 	      (7) clause (d) of the first paragraph of “Merger, Consolidation and Sale of Property;” and	
 	 	
 	      (8) clauses (1) and (4) of “Limitation on Sale and Leaseback Transactions”	
(collectively, the “Specified Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Asset Sale Proceeds shall be set at zero.
      If, after a Covenant Suspension Event, either of the Rating Agencies withdraws its rating or downgrades the ratings assigned to the Notes below the required Investment Grade Ratings such that both Rating Agencies at such time shall not have assigned to the Notes an Investment Grade Rating or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Specified Covenants and compliance with the Specified Covenants with respect to Restricted Payments made after the time of such withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of “— Limitation on Restricted Payments” below as though such covenant had been in effect during the entire period of time from the Issue Date;  provided, however , that there will not be deemed to have occurred a Default or Event of Default with respect to the Specified Covenants during the time that the Company and its Restricted Subsidiaries were not subject to the Specified Covenants (or upon termination of the suspension period or after that time based solely on events that occurred during the suspension period).
      Limitation on Debt. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt (including Acquired Debt), except that the Company, the Co-Issuer or a Subsidiary Guarantor may Incur Debt (including Acquired Debt) if after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, (A) the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00 and (B) no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence.
      The foregoing restrictions shall not apply to (each of the following, “Permitted Debt”):
 	 	
 	      (a) (i) Debt of the Company or the Co-Issuer evidenced by the Notes and (ii) Debt of the Subsidiary Guarantors evidenced by the Subsidiary Guarantees relating to the Notes;	
 	 	
 	      (b) Debt of the Company, the Co-Issuer or a Subsidiary Guarantor under Credit Facilities (including the Senior Credit Facility), provided that, after giving effect to any such Incurrence, the aggregate principal amount of all Debt Incurred pursuant to this clause (b) and then outstanding shall not exceed the greater of (i) $400 million, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under any such Credit Facilities, pursuant to the covenant described under “— Limitation on Asset Sales,” and (ii) the Borrowing Base;	
 	 	
 	      (c) Debt of the Company or a Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that:	

 	      (i) the aggregate principal amount of such Debt does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased, and	
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 	      (ii) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) does not exceed $50 million;	

 	      (d) Debt of the Company owing to and held by any Wholly Owned Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Wholly Owned Restricted Subsidiary; provided, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such Wholly Owned Restricted Subsidiary ceasing to be a Wholly Owned Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Wholly Owned Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof; provided, further, however, that if the Company, the Co-Issuer or any Subsidiary Guarantor is the obligor on such Debt and the payee is not the Company, the Co-Issuer or a Subsidiary Guarantor, such Debt must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company or the Co-Issuer, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor;	
 	 	
 	      (e) Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes; provided that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this covenant;	
 	 	
 	      (f) Debt under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly related to transactions entered into by the Company or such Restricted Subsidiary in the ordinary course of business and not for speculative purposes;	
 	 	
 	      (g) Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company); provided that at the time such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, the Company would have been able to Incur $1.00 of additional Debt pursuant to the first paragraph of this covenant;	
 	 	
 	      (h) Debt of the Company or a Restricted Subsidiary outstanding on the Issue Date;	
 	 	
 	      (i) Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary; provided, that (A) the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and its Subsidiaries in connection with such disposition and (B) such Debt is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (i));	
 	 	
 	      (j) the Incurrence by the Company or any of its Restricted Subsidiaries of Debt in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, performance, surety or similar bonds and letters of credit or completion or performance guarantees, or other similar obligations in the ordinary course of business or consistent with past practice;	
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 	      (k) the Incurrence by the Company or any of its Restricted Subsidiaries of Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds;	
 	 	
 	      (l) Debt of the Company or any Subsidiary Guarantor (not including Debt under clause (h) above) in an aggregate principal amount outstanding at any one time not to exceed $100 million;	
 	 	
 	      (m) the Guarantee by the Company, the Co-Issuer or any Subsidiary Guarantor of Debt of the Company or any Restricted Subsidiary, so long as in each case such Debt was Incurred pursuant to another provision of this covenant and is otherwise permitted under the Indenture;	
 	 	
 	      (n) the Incurrence of Debt by Foreign Restricted Subsidiaries in an aggregate principal amount outstanding at any one time not to exceed $50.0 million;	
 	 	
 	      (o) the Guarantee by any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor of Debt of the Company or any Restricted Subsidiary, so long as in each case such Debt was Incurred pursuant to another provision of this covenant and the requirements of the covenant described under “— Guarantees by Restricted Subsidiaries” are met; and	
 	 	
 	      (p) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to the first paragraph of this covenant and clauses (a), (g) and (h) above.	
 	 	
 	      Notwithstanding anything to the contrary contained in this covenant,	
 	 	
 	      (a) the Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt that is subordinated by its terms to any other Debt of the Company or any Restricted Subsidiary unless such Debt is subordinated by its terms to the Notes to at least the same extent and for so long as it is subordinated to such other Debt;	
 	 	
 	      (b) the Company or the Co-Issuer shall not, and shall not permit any Subsidiary Guarantor of the Notes to, Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations unless such Debt shall be subordinated to the Notes or any Subsidiary Guarantee of the Notes by such Subsidiary Guarantor to at least the same extent as such Subordinated Obligations;	
 	 	
 	      (c) the Company shall not permit any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor to Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the Company, the Co-Issuer or any Subsidiary Guarantor; and	
 	 	
 	      (d) accrual of interest, fees, expenses, charges, premiums and additional or contingent interest on Permitted Debt, accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Debt will not be deemed to be an Incurrence of Debt for purposes of this covenant.	
      For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria for Permitted Debt under more than one of the categories described in clauses (a) through (p) of the second paragraph of this covenant or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion, classify (or later reclassify, in whole or in part, in its sole discretion) such item of Debt in any manner that complies with this covenant,  provided that all outstanding Debt under the Senior Credit Facility at the Issue Date shall be deemed to have been Incurred pursuant to clause (b) of the second paragraph of this covenant.
      Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt.

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      For the purposes of determining any particular amount of Debt under this covenant, Guarantees, Liens, obligations with respect to letters of credit and other obligations supporting Debt otherwise included in the determination of a particular amount will not be included.
      For purposes of determining compliance with any dollar-denominated restriction on the Incurrence of Debt, with respect to any Debt which is denominated in a foreign currency, the dollar-equivalent principal amount of such Debt Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Debt was Incurred, and any such foreign denominated Debt may be Refinanced or subsequently Refinanced in an amount equal to the dollar-equivalent principal amount of such Debt on the date of such Refinancing whether or not such amount is greater or less than the dollar equivalent principal amount of the Debt on the date of initial Incurrence.
      Limitation on Restricted Payments. The Company shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment,
 	 	
 	      (a) a Default or Event of Default shall have occurred and be continuing,	
 	 	
 	      (b) the Company could not Incur at least $1.00 of additional Debt pursuant to the first paragraph of the covenant described under “— Limitation on Debt,” or	
 	 	
 	      (c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value at the time of such Restricted Payment) would exceed an amount equal to the sum (without duplication) of:	

 	      (i) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the Issue Date to the end of the most recent fiscal quarter for which financial statements are available (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus	
 	 	
 	      (ii) 100% of Capital Stock Sale Proceeds, plus	
 	 	
 	      (iii) the sum of:	

 	      (A) the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt or Disqualified Stock that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, and	
 	 	
 	      (B) the aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is reduced on the Company’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company,	

 	excluding, in the case of clause (A) or (B):	
      (x) any such Debt or Disqualified Stock issued or sold to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees, and
      (y) the aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion or exchange,
 	 	
 	plus	

 	      (iv) an amount equal to the sum of:	

 	      (A) the net reduction in Investments in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other	
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 	transfers of Property, in each case to the Company or any Restricted Subsidiary from such Person, and	
 	 	
 	      (B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;	
provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as a Restricted Payment for purposes of clause (c) above) by the Company or any Restricted Subsidiary in such Person.
      Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may:
 	 	
 	      (a) so long as no Default or Event of Default shall have occurred and be continuing (or result therefrom), pay dividends or distributions on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends or distributions could have been paid in compliance with the Indenture; provided, however, that such dividends or distributions shall be included in the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;	
 	 	
 	      (b) purchase, repurchase, redeem, legally defease, acquire or retire for value any (i) Capital Stock of the Company, any Restricted Subsidiary or any joint venture, or (ii) Subordinated Obligations, in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees); provided, however, that	

 	      (1) such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded from the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary, and	
 	 	
 	      (2) the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from (and shall not have been included in) the calculation of the amount of Capital Stock Sale Proceeds for the purposes of clause (c)(ii) of the first paragraph of this covenant;	

 	      (c) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded from the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;	
 	 	
 	      (d) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations from Net Available Cash to the extent permitted by the covenant described under “— Limitation on Asset Sales”; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement for value shall be excluded from the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;	
 	 	
 	      (e) purchase or redeem any Subordinated Obligations or Disqualified Stock, to the extent required by the terms of such Debt or such Disqualified Stock, as applicable, following a Change of Control; provided, however, that the Company has made a Change of Control Offer and has purchased all Notes tendered in connection with that Change of Control Offer; provided further, however, that such purchase or redemption shall be included in the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;	
 	 	
 	      (f) make Restricted Payments in an amount not to exceed $50 million in the aggregate; provided, however, that such Restricted Payments shall be excluded from the calculation of the amount of Restricted Payments pursuant to clause (c) of the first paragraph of this covenant;	
 	 	
 	      (g) repurchase, redeem, acquire or retire for value any Disqualified Stock of the Company or any Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of,	
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 	Disqualified Stock of the Company or any Restricted Subsidiary that is permitted to be Incurred pursuant to the covenant described under “— Limitation on Debt”; provided, however, that such repurchase, redemption or other acquisition or retirement for value will be excluded from the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;	
 	 	
 	      (h) purchase, repurchase, redeem, acquire or retire for value any Capital Stock of the Company upon the exercise of warrants, options or similar rights if such Capital Stock constitutes all or a portion of the exercise price or are surrendered in connection with satisfying any federal or state income tax obligation, including, without limitation, upon a cashless exercise of such warrants, options or other rights; provided, however, that such purchase, repurchase, redemption, acquisition or retirement shall be included in the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary; and	
 	 	
 	      (i) make cash payments in lieu of the issuance of fractional shares in connection with stock splits, reverse-stock splits or the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary.	
      Limitation on Liens. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur or suffer to exist any Lien (other than any Permitted Lien) on Property owned on the Issue Date or thereafter acquired to secure Debt without making, or causing such Restricted Subsidiary to make, effective provision for securing the Notes (and, if the Company so determines, any other Debt of the Company which is not subordinate to the Notes or the applicable Subsidiary Guarantee) equally and ratably with such Debt as to such Property so long as such Debt is so secured.
      “Permitted Liens” means:
 	 	
 	      (a) Liens in respect of Debt existing at the Issue Date (other than Liens securing the Senior Credit Facility);	
 	 	
 	      (b) Liens on Property existing at the time of acquisition thereof;	
 	 	
 	      (c) Liens to secure Debt permitted to be Incurred under clause (c) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”; provided that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than the Property acquired, constructed or leased with the proceeds of such Debt and any improvements or accessions to such Property;	
 	 	
 	      (d) Liens on Property of a Person existing at the time (i) such Person is merged into or consolidated with the Company or any Restricted Subsidiary or (ii) such Person becomes a Restricted Subsidiary;	
 	 	
 	      (e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights;	
 	 	
 	      (f) Liens for taxes or assessments or other governmental charges or levies (including, without limitation, Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business), Liens imposed by law, such as mechanics’ and material men’s Liens, for sums not due or sums being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP, and Liens securing reimbursement obligations with respect to trade letters of credit, bankers’ acceptances and sight drafts Incurred in the ordinary course of business which encumber documents and other Property relating to such trade letters of credit, bankers’ acceptances and sight drafts;	
 	 	
 	      (g) Liens to secure obligations under workers’ compensation laws or similar legislation, including Liens with respect to judgments which are not currently dischargeable;	
 	 	
 	      (h) Liens created by or resulting from any litigation or other proceeding being contested by the Company or a Restricted Subsidiary, including Liens arising out of judgment or awards against the	
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 	Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment Liens which are satisfied within 15 days of the date of judgment; or Liens Incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party;	
 	 	
 	      (i) Liens to secure obligations under the Senior Credit Facility in an amount not to exceed the amount of obligations permitted to be Incurred pursuant to clause (b) of the second paragraph of “— Limitation on Debt” and for purposes of this clause (i) deeming all of the Debt at any time outstanding under the Senior Credit Facility or any other Credit Facility to have been Incurred under such clause (b);	
 	 	
 	      (j) Liens or deposits to secure the performance of statutory or regulatory obligations, or surety, appeal, indemnity or performance bonds, warranty and contractual requirements or other obligations of a like nature incurred in the ordinary course of business;	
 	 	
 	      (k) easements, rights of way, zoning and similar restrictions, reservations, restrictions or encumbrances in respect of real property (or leases or subleases of real property) or title defects that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties (as such properties are used by the Company or its Subsidiaries) or materially impair their use in the operation of the business of the Company and its Subsidiaries;	
 	 	
 	      (l) licenses of patents, trademarks and other intellectual property rights granted in the ordinary course of business;	
 	 	
 	      (m) Liens arising out of conditional sale, retention, consignment or similar arrangements, Incurred in the ordinary course of business, for the sale of goods;	
 	 	
 	      (n) Liens on Property of any Foreign Restricted Subsidiary;	
 	 	
 	      (o) Liens existing on the Issue Date not otherwise described in clauses (a) through (n) above;	
 	 	
 	      (p) Liens not otherwise described in clauses (a) through (o) above on the Property of any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor to secure any Debt permitted to be Incurred by such Restricted Subsidiary pursuant to the covenant described under “— Limitation on Debt;”	
 	 	
 	      (q) so long as the Company is subject to all of the Specified Covenants, Liens not otherwise permitted by clauses (a) through (p) securing Debt or other obligations permitted under the Indenture at any time outstanding not to exceed 5% of the Consolidated Net Tangible Assets of the Company, determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter for which financial statements have been filed or furnished; and	
 	 	
 	      (r) Liens to secure any extension, renewal or refinancing (or successive extensions, renewals or refinancings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (a) to (k) so long as such Liens do not extend to any other Property and the Debt so secured is not increased.	
      Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted
      Subsidiary, to enter into any Sale and Leaseback Transaction unless
 	 	
 	      (1) the Company or such Restricted Subsidiary would be entitled to Incur Debt in an amount equal to the Attributable Value relating to such Sale and Leaseback Transaction in accordance with the “— Limitation on Debt” covenant above;	
 	 	
 	      (2) the Company or such Restricted Subsidiary would be entitled to Incur a Lien to secure Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction in accordance with the	
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 	“— Limitation on Liens” covenant above, without equally and ratably securing the Notes or the applicable Subsidiary Guarantee; and	
 	 	
 	      (3) the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in accordance with, the “— Limitation on Assets Sales” covenant below.	
      Limitation on Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:
 	 	
 	      (a) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale;	
 	 	
 	      (b) at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of (i) cash or cash equivalents, (ii) notes or obligations that are converted into cash (to the extent of the cash received) or equity securities listed on a national securities exchange (as such term is defined in the Exchange Act) or quoted on the Nasdaq National Market and converted into cash (to the extent of cash received), in each case within 90 days of such Asset Sale, (iii) the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the applicable Subsidiary Guarantee) as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities or (iv) Additional Assets; and	
 	 	
 	      (c) the Company delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the foregoing clauses (a) and (b).	
      The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt):
 	 	
 	      (a) to permanently Repay (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) (i) Bank Obligations, or (ii) Debt of any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor;	
 	 	
 	      (b) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary);	
 	 	
 	      (c) to the extent the Net Available Cash is from Asset Sales of Property of a Foreign Restricted Subsidiary, to Repay Debt of any Foreign Restricted Subsidiary; or	
 	 	
 	      (d) a combination of the repayments and reinvestments permitted by the foregoing clauses (a), (b) and (c).	
      Any Net Available Cash from Asset Sales in excess of $75 million in the aggregate not applied in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Available Cash shall constitute  “Excess Proceeds.”
      When the aggregate amount of Excess Proceeds exceeds $25 million, the Company will be required to make an offer to purchase (the  “Asset Sale Offer” ) the Notes, which offer shall be in the amount of the Allocable Excess Proceeds (as defined below) (rounded to the nearest $1,000), on a  pro rata  basis according to principal amount (of a minimum $1,000 or any integral multiple thereof), at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over subscription) set forth in the Indenture. To the extent that any portion of the amount of Excess Proceeds remains after compliance with the preceding sentence and  provided  that all holders of the Notes have been given the opportunity to tender their Notes for purchase in accordance with the Indenture, the Company or

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such Restricted Subsidiary may use such remaining amount for any purpose not restricted by the Indenture and the amount of Excess Proceeds will be reset to zero.
      The term “Allocable Excess Proceeds” shall mean the product of:
 	 	
 	      (a) the Excess Proceeds and	
 	 	
 	      (b) a fraction,	

 	      (1) the numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Asset Sale Offer, and	
 	 	
 	      (2) the denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Asset Sale Offer and the aggregate principal amount of other Debt of the Company outstanding on the date of the Asset Sale Offer that is  pari passu  in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this covenant and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Asset Sale Offer.	
      Within five Business Days after the Company is obligated to make an Asset Sale Offer as described in the preceding paragraph, the Company shall send a written notice, by first-class mail, to the holders of the Notes, accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such holders to make an informed decision with respect to such Asset Sale Offer. Such notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed.
      The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with any repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.
      Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to:
 	 	
 	      (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary;	
 	 	
 	      (b) make any loans or advances to the Company or any other Restricted Subsidiary; or	
 	 	
 	      (c) transfer any of its Property to the Company or any other Restricted Subsidiary.	
      The foregoing limitations will not apply:
 	 	
 	      (1) with respect to clauses (a), (b) and (c), to:	

 	      (A) restrictions in effect on the Issue Date, including, without limitation, restrictions pursuant to the old notes and the Indenture (including any exchange notes and Subsidiary Guarantees of the Notes) and restrictions pursuant to Credit Facilities (including, for such purposes, restrictions in effect under the Senior Credit Facility);	
 	 	
 	      (B) restrictions relating to Debt or Capital Stock of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, and any amendments, restatements, renewals or other modifications of these instruments, provided that the encumbrances or restrictions contained in any such amendments, restatements, renewals or other modifications, taken	
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 	as a whole, are not materially more restrictive than the encumbrances or restrictions contained in documents in effect on the date of acquisition;	
 	 	
 	      (C) restrictions existing under or by reason of applicable law, rule, regulation or order;	
 	 	
 	      (D) restrictions that result from the Refinancing of Debt Incurred pursuant to clause (A) or (B) above; provided such restrictions are no less favorable to the holders of the Notes than those under the agreement evidencing the Debt so Refinanced;	
 	 	
 	      (E) any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date;	
 	 	
 	      (F) any restrictions applicable only to Foreign Restricted Subsidiaries; or	
 	 	
 	      (G) Liens securing obligations otherwise permitted to be Incurred under the provisions of the covenants described under “— Limitation on Liens” or “— Limitation on Sale and Leaseback Transactions” that limit the right of the debtor to dispose of the assets subject to such Liens; and	

 	      (2) with respect to clause (c) only, to restrictions:	

 	      (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or any Subsidiary Guarantee pursuant to the covenants described under “— Limitation on Debt” and “— Limitation on Liens” only to the extent that such restrictions limit the right of the debtor to dispose of the Property securing such Debt;	
 	 	
 	      (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition;	
 	 	
 	      (C) resulting from customary restrictions contained in asset sale, stock purchase, merger or other similar agreements limiting the transfer of such Property pending the closing of such sale;	
 	 	
 	      (D) resulting from restrictions relating to the common stock of Unrestricted Subsidiaries;	
 	 	
 	      (E) resulting from encumbrances or restrictions existing under or by reason of provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;	
 	 	
 	      (F) resulting from encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;	
 	 	
 	      (G) resulting from restrictions on cash, Temporary Cash Investments or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business;	
 	 	
 	      (H) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; or	
 	 	
 	      (I) imposed under any Purchase Money Debt or Capital Lease Obligation in the ordinary course of business with respect only to the Property the subject thereof.	
      Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including the purchase, sale, transfer, assignment, lease, conveyance or

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exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction” ), unless:
 	 	
 	      (a) the terms of such Affiliate Transaction are not less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company;	
 	 	
 	      (b) if such Affiliate Transaction involves aggregate payments or value in excess of $10 million, the Board of Directors (including at least a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee; and	
 	 	
 	      (c) if such Affiliate Transaction involves aggregate payments or value in excess of $25 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and its Restricted Subsidiaries, taken as a whole.	
      Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may enter into or suffer to exist the following Affiliate Transactions:
 	 	
 	      (a) any transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries in the ordinary course of business;	
 	 	
 	      (b) any Restricted Payment permitted to be made pursuant to the covenant described under “— Limitation on Restricted Payments” or any Permitted Investment;	
 	 	
 	      (c) the payment of compensation (including awards or grants in cash, securities or other payments) for the personal services of officers and directors of the Company or any of the Restricted Subsidiaries entered into by the Company or any Restricted Subsidiary in the ordinary course of business or, if not entered into in the ordinary course of business, that the Board of Directors in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;	
 	 	
 	      (d) payments made by the Company or any Restricted Subsidiary in the ordinary course of business pursuant to employment agreements, collective bargaining agreements, employee benefit plans, officer or director indemnification agreements or arrangements for employees, officers or directors, including health and life insurance plans, deferred compensation plans, directors’ and officers’ indemnification agreements and retirement or savings plans, stock option, stock ownership and similar plans and the entering into of such agreements and plans by the Company or any Restricted Subsidiary in the ordinary course of business;	
 	 	
 	      (e) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, Capital Stock of, or controls, such Person;	
 	 	
 	      (f) loans or advances to employees or consultants in the ordinary course of business or consistent with past practice not to exceed $5 million in the aggregate at any one time outstanding;	
 	 	
 	      (g) transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), materially no less favorable to the Company or its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person, in the reasonable determination of the Board of Directors of the Company or senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;	
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 	      (h) the issuance or sale of any Capital Stock (other than Disqualified Capital Stock) of the Company;	
 	 	
 	      (i) any agreement or arrangement as in effect on the Issue Date or any amendment to any such agreement or arrangement (so long as such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby;	
 	 	
 	      (j) the granting and performance of registration rights for shares of Capital Stock of the Company if approved by the Board of Directors; and	
 	 	
 	      (k) any action required to be taken in connection with the mergers described elsewhere in this prospectus.	
      Designation of Restricted and Unrestricted Subsidiaries. As of the Issue Date, there were no material Unrestricted Subsidiaries. After the Issue Date, the Company may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary) as an “Unrestricted Subsidiary” under the Indenture (a  “Designation” ) only if:
 	 	
 	      (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;	
 	 	
 	      (2) the Company would be permitted under the Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the  “Designation Amount” ) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and	
 	 	
 	      (3) the Company would be permitted to incur $1.00 of additional Debt under the first paragraph of the covenant described under “— Limitation on Debt” at the time of Designation (assuming the effectiveness of such Designation).	
      In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to the covenant described under “— Limitation on Restricted Payments” for all purposes of the Indenture.
      The Indenture will further provide that the Company shall not, and shall not cause or permit any Restricted Subsidiary to, at any time:
 	 	
 	      (x) provide direct or indirect credit support for or a guarantee of any Debt of any Unrestricted Subsidiary (including any undertaking agreement or instrument evidencing such Debt);	
 	 	
 	      (y) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary; or	
 	 	
 	      (z) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except, in the case of clause (x) or (y), to the extent permitted under the covenant described under “— Limitation on Restricted Payments.”	
      The Indenture will further provide that the Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary  (“Revocation”) , whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if:
 	 	
 	      (1) no Default or Event of Default shall have occurred and be continuing at the time and after giving effect to such Revocation; and	
 	 	
 	      (2) all Liens and Indebtedness of such Unrestricted Subsidiaries outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indenture.	
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All Designations and Revocations must be evidenced by an Officer’s Certificate of the Company delivered to the Trustee certifying compliance with the foregoing provisions.
      Guarantees by Domestic Restricted Subsidiaries. The Company will not permit any Domestic Restricted Subsidiary that is not then a Subsidiary Guarantor of the Notes, directly or indirectly, to Guarantee or secure the payment of any other Debt of the Company or any of its Restricted Subsidiaries unless such Domestic Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a full and unconditional Guarantee of the payment of the Notes by such Domestic Restricted Subsidiary;  provided  that this paragraph shall not be applicable to:
 	 	
 	      (i) any Subsidiary Guarantee of any Domestic Restricted Subsidiary that existed at the time such Person became a Domestic Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Domestic Restricted Subsidiary;	
 	 	
 	      (ii) any Guarantee arising under or in connection with performance bonds, indemnity bonds, surety bonds and letters of credit or bankers’ acceptances; or	
 	 	
 	      (iii) Permitted Liens.	
If the Guaranteed Debt is subordinated in right of payment to the Notes or any such Subsidiary Guarantee of the Notes, as applicable, pursuant to a written agreement to that effect, the Guarantee of such guaranteed Debt must be subordinated in right of payment to such Subsidiary Guarantee of the Notes to at least the extent that the Guaranteed Debt is subordinated to the Notes.
      Any Subsidiary Guarantee shall provide by its terms that it will be released upon:
 	 	
 	      (a) the sale of the Capital Stock of the applicable Subsidiary Guarantor in accordance with the terms of the Indenture such that it is no longer a Subsidiary of the Company,	
 	 	
 	      (b) the sale of all or substantially all of the assets of such Subsidiary Guarantor in accordance with the terms of the Indenture,	
 	 	
 	      (c) the release of the Subsidiary Guarantor of liability on the Subsidiary Guarantee, the issuance of which caused such Restricted Subsidiary to be required to become a Subsidiary Guarantor, or	
 	 	
 	      (d) the applicable Subsidiary Guarantor’s becoming an Unrestricted Subsidiary in accordance with the terms of the Indenture,	
so long as in the case of clause (a), (b), (c) or (d), any Subsidiary Guarantee or security of payment by such Subsidiary Guarantor of Debt of the Company or any of its other Restricted Subsidiaries (other than the Notes or any Subsidiary Guarantee) is fully and unconditionally released prior thereto or simultaneously therewith.
Merger, Consolidation and Sale of Property
      The Company shall not merge or consolidate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of (or permit any Restricted Subsidiary to sell, transfer, assign, lease, convey or otherwise dispose of) all or substantially all of the Company’s Property (determined on a consolidated basis for the Company and its Restricted Subsidiaries) in any one transaction or series of transactions unless:
 	 	
 	      (a) the Company shall be the Surviving Person in such merger or consolidation, or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, assignment, lease, conveyance or other disposition is made shall be an entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;	
 	 	
 	      (b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by the Company;	
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 	      (c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c) and clauses (d) and (e) below, any Debt that becomes an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;	
 	 	
 	      (d) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt;” and	
 	 	
 	      (e) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, with respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied.	
      The Company shall not permit the Co-Issuer or any Subsidiary Guarantor to merge or consolidate with or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into the Company, the Co-Issuer or such Subsidiary Guarantor) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:
 	 	
 	      (a) the Co-Issuer or such Subsidiary Guarantor will be the Surviving Person or the Surviving Person (if not the Co-Issuer or such Subsidiary Guarantor) formed by such merger or consolidation or to which such sale, transfer, assignment, lease, conveyance or other disposition is made shall be an entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;	
 	 	
 	      (b) the Surviving Person (if other than the Co-Issuer or such Subsidiary Guarantor) becomes a Subsidiary Guarantor of Notes by executing a supplemental indenture to the Indenture providing a Subsidiary Guarantee;	
 	 	
 	      (c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c) and clause (d) below, any Debt that becomes an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and	
 	 	
 	      (d) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and such Subsidiary Guarantee, if any, with respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied.	
      The foregoing provisions (other than clause (c)) shall not apply to (i) a consolidation or merger of any Subsidiary Guarantor with and into the Company or any other Subsidiary Guarantor, so long as the Company (in the case of any transaction involving the Company) or a Subsidiary Guarantor survives such consolidation or merger, (ii) any transactions which do not constitute Asset Sales if the applicable Subsidiary Guarantors are otherwise being released from their Subsidiary Guarantees in accordance with the Indenture, or (iii) any transactions which constitute Asset Sales if the Company has complied with the covenant described under “— Certain Covenants — Limitation on Asset Sales.”

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      The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under the Indenture (or such Subsidiary Guarantor, as the case may be) but the predecessor Company in the case of:
 	 	
 	      (a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of the Company as an entirety or virtually as an entirety); or	
 	 	
 	      (b) a lease;	
shall not be released from any of the obligations or covenants under the Indenture, including with respect to the payment of the Notes.
SEC Reports
      So long as the Notes are outstanding, whether or not the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, the Company will electronically file with the Commission, the annual reports, quarterly reports and other periodic reports that the Company would be required to file with the Commission pursuant to Section 13(a) or 15(d) if the Company were so subject, and such documents will be filed with the Commission on or prior to the respective dates (the  “Required Filing Dates” ) by which the Company would be required so to file such documents if the Company were so subject, unless, in any case, if such filings are not then permitted by the Commission.
      If such filings with the Commission are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, the Company will, within 15 days of each Required Filing Date, transmit by mail to holders of the Notes, as their names and addresses appear in the Note register, without cost to such holders, and file with the Trustee copies of the annual reports, quarterly reports and other periodic reports that the Company would be required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were subject to such Section 13(a) or 15(d), and promptly upon written request, supply copies of such documents to any prospective holder or beneficial owner at the Company’s cost.
      In addition, the Company has agreed that, for so long as any Notes remain outstanding and constitute “restricted securities” under Rule 144, it will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Act.
Events of Default
      Each of the following constitute an “Event of Default” with respect to the Notes of each series:
 	 	
 	      (1) failure to make the payment of any interest or Additional Interest, if any, on the Notes of such series when the same becomes due and payable, and such failure continues for a period of 30 days;	
 	 	
 	      (2) failure to make the payment of any principal of, or premium, if any, on, any of the Notes of such series when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise (including a Special Mandatory Redemption);	
 	 	
 	      (3) failure to comply with the covenant described under “— Merger, Consolidation and Sale of Property;”	
 	 	
 	      (4) failure to make a Change of Control Offer pursuant to the covenant described under “— Repurchase at the Option of the Holders Upon a Change of Control;”	
 	 	
 	      (5) failure to make an Asset Sale Offer pursuant to the covenant described under “— Limitation on Asset Sales;”	
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 	      (6) failure to comply with any other covenant or agreement in the Notes of such series or in the Indenture (other than a failure that is the subject of the foregoing clauses (1), (2), (3), (4) or (5)) and such failure continues for 60 days after written notice is given to the Company as provided below;	
 	 	
 	      (7) the occurrence of a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt by the Company or any of its Restricted Subsidiaries (or any Debt Guaranteed by the Company or any of its Restricted Subsidiaries if the Company or a Restricted Subsidiary does not perform its payment obligations under such Guarantee within any grace period provided for in the documentation governing such Guarantee), whether such Debt or Guarantee existed on the Issue Date or was or is thereafter created, which default (a) constitutes a Payment Default or (b) results in the acceleration of such Debt prior to its Stated Maturity, and in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or that has been so accelerated, aggregates $50 million or more;	
 	 	
 	      (8) one or more judgments or orders that exceed $50 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Issuers or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 30 days of being entered;	
 	 	
 	      (9) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:	

 	      (A) commences a voluntary insolvency proceeding;	
 	 	
 	      (B) consents to the entry of an order for relief against it in an involuntary insolvency proceeding;	
 	 	
 	      (C) consents to the appointment of a Custodian of it or for any substantial part of its Property; or	
 	 	
 	      (D) makes a general assignment for the benefit of its creditors;	

 	or takes any comparable action under any foreign laws relating to insolvency; provided, however, that the liquidation of any Significant Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, shall not constitute an Event of Default under this clause (9);	

 	      (10) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:	

 	      (A) is for relief against the Company or any Significant Subsidiary or for any substantial part of its Property;	
 	 	
 	      (B) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its Property;	
 	 	
 	      (C) orders the winding up or liquidation of the Company or any Significant Subsidiary; or	
 	 	
 	      (D) grants any similar relief under any foreign laws;	

 	and in each such case the order or decree remains unstayed and in effect for 90 days; and	

 	      (11) (a) any Subsidiary Guarantee of the Notes by a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee) or (b) any such Significant Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee.	
      A Default under clauses (6) and (7) is not an Event of Default until the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes of any series then outstanding notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

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      In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to October 1, 2007 (with respect to the Senior Floating Rate Notes) or October 1, 2009 (with respect to the Senior Notes), by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then an additional premium specified in the Indenture will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.
      The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event that with the giving of notice or the lapse of time or both would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.
      If an Event of Default with respect to the Notes of any series (other than an Event of Default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to the Company specified in clause (9) or (10) above) shall have occurred and be continuing, the Trustee or the registered holders of not less than 25% in aggregate principal amount of the Notes of any series then outstanding may declare to be immediately due and payable the principal amount of all the Notes of such series then outstanding, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default under either clause (9) or (10) with respect to the Company shall occur, such amount with respect to all the Notes of any series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes of such series. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the Trustee, the registered holders of a majority in aggregate principal amount of the Notes of any series then outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the Indenture.
      Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of the Notes of any series, unless such holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the Notes of any series then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes of such series.
      No holder of Notes of any series will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:
 	 	
 	      (a) such holder has previously given to the Trustee written notice of a continuing Event of Default;	
 	 	
 	      (b) the registered holders of at least 25% in aggregate principal amount of the Notes of such series then outstanding have made a written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee; and	
 	 	
 	      (c) the Trustee shall not have received from the registered holders of a majority in aggregate principal amount of the Notes of such series then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.	
However, such limitations do not apply to a suit instituted by a holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest and Additional Interest, if any, on such Note on or after the respective due dates expressed in such Note.

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Amendments and Waivers
      Subject to certain exceptions, the Indenture, the Subsidiary Guarantees and the Notes, may be amended with the consent of the registered holders of at least a majority in aggregate principal amount of the Senior Floating Rate Notes or the Senior Notes, as the case may be, then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Senior Floating Rate Notes or the Senior Notes, as the case may be) and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium, interest or Additional Interest, if any, and certain covenants and provisions of the Indenture which cannot be amended without the consent of each holder of an outstanding Note) with the consent of the registered holders of at least a majority in aggregate principal amount of the Senior Floating Rate Notes or the Senior Notes, as the case may be, then outstanding. However, without the consent of each holder of an outstanding Note, no amendment may, among other things:
 	 	
 	      (1) reduce the amount of Notes of such series whose holders must consent to an amendment or waiver;	
 	 	
 	      (2) reduce the rate of or extend the time for payment of interest and Additional Interest, if any, on any Note of such series;	
 	 	
 	      (3) reduce the principal of or extend the Stated Maturity of any Note of such series;	
 	 	
 	      (4) make any Note of such series payable in money other than that stated in the Note;	
 	 	
 	      (5) impair the right of any holder of the Notes of such series to receive payment of principal of, premium, if any, and interest and Additional Interest, if any, on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;	
 	 	
 	      (6) subordinate the Notes of such series to any other obligation of the Company, the Co-Issuer or the applicable Subsidiary Guarantor;	
 	 	
 	      (7) reduce the premium payable upon the redemption of any Note of such series nor change the time at which any Note of such series may be redeemed, as described under “— Optional Redemption” above;	
 	 	
 	      (8) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes of such series must be repurchased pursuant to such Change of Control Offer;	
 	 	
 	      (9) at any time after the Company is obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the Notes of such series must be repurchased pursuant thereto;	
 	 	
 	      (10) make any change in the amendment provisions which require the consent of each holder or in the waiver provisions; or	
 	 	
 	      (11) release any Subsidiary from its obligations under its Subsidiary Guarantee of the Notes of such series or the Indenture other than pursuant to terms of the Indenture relating to the release of Subsidiary Guarantors of the Notes of such series.	
      Without the consent of any holder of the Notes, the Company and the Trustee may amend the Indenture to:
 	 	
 	      (1) cure any ambiguity, omission, defect or inconsistency;	
 	 	
 	      (2) provide for the assumption by a Surviving Person of the obligations of the Company under the Indenture;	
 	 	
 	      (3) evidence the assumption by a Surviving Person of the obligations of the Company to the holders of the Notes and covenants for the protection of the holders of the Notes;	
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 	      (4) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);	
 	 	
 	      (5) provide for any Guarantee with respect to the Notes or to release any Subsidiary Guarantee of the Notes as provided or permitted by the terms of the Indenture;	
 	 	
 	      (6) make any change that does not adversely affect the rights of any holder of the Notes;	
 	 	
 	      (7) provide for the issuance of Additional Notes in accordance with the Indenture;	
 	 	
 	      (8) comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA or other applicable trust indenture legislation;	
 	 	
 	      (9) add to the covenants of the Company for the benefit of the holders of the Notes or to surrender any right or power conferred in the Indenture upon the Company; and	
 	 	
 	      (10) modify or amend the Indenture to permit the qualification of indenture supplements thereto.	
      The consent of the holders of the Notes is not necessary to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment becomes effective, the Company is required to mail to each registered holder of the Notes at such holder’s address appearing in the Note register a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment, supplement or waiver.
Defeasance
      The Issuers at any time may terminate all their and the Subsidiary Guarantors’ obligations under the Notes of any series, the Subsidiary Guarantees and the Indenture  (“legal defeasance”) , except for certain obligations, including those respecting the defeasance trust and obligations, to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes, and to maintain a registrar and paying agent in respect of the Notes.
      The Issuers at any time may terminate:
 	 	
 	      (1) their and the Subsidiary Guarantors’ obligations under the covenants described under “— Repurchase at the Option of Holders Upon a Change of Control” and “ — Certain Covenants”;	
 	 	
 	      (2) the operation of clause (7) or (8), clause (9) or (10) solely with respect to Significant Subsidiaries and clause (11) described under “— Events of Default” above; and	
 	 	
 	      (3) the limitations contained in the second paragraph of, and in clauses (c) and (d) in the first paragraph of, “— Merger, Consolidation and Sale of Property” above (collectively,  “covenant defeasance” ).	
The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option.
      If the Issuers exercise their legal defeasance option, payment of the Notes of such series may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes of such series may not be accelerated because of an Event of Default specified in clause (6) (with respect to the covenants listed under clause (1) of the first paragraph under “— Defeasance”), (7), (8), (9) or (10) (with respect only to Significant Subsidiaries in the case of clauses (9) and (10) under “— Events of Default” above) or because of the failure of the Issuers to comply with clause (c) or (d) under the first paragraph of “— Merger, Consolidation and Sale of Property” above. If the Issuers exercise their legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee of the Notes of such series.

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      The legal defeasance option or the covenant defeasance option may be exercised only if:
 	 	
 	      (a) the Issuers deposit, or causes to be deposited, irrevocably in trust with the Trustee money or U.S. Government Obligations, or any combination thereof, for the payment of principal, premium, if any, and interest and Additional Interest, if any, on the Notes of such series to maturity or redemption, as the case may be;	
 	 	
 	      (b) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest and Additional Interest, if any, when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes of such series to maturity or redemption, as the case may be;	
 	 	
 	      (c) 91 days pass after the deposit is made and during the 91-day period no Default described in clause (9) or (10) under “— Events of Default” occurs and is continuing at the end of the period with respect to the Issuers or any other Person making such deposit;	
 	 	
 	      (d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;	
 	 	
 	      (e) such deposit does not constitute a default under any other agreement or instrument binding on the Issuers;	
 	 	
 	      (f) in the case of the legal defeasance option, the Issuers deliver to the Trustee an Opinion of Counsel stating that:	

 	      (1) the Issuers have received from the Internal Revenue Service a private letter ruling, or	
 	 	
 	      (2) since the date of the Indenture there has been a change in any applicable U.S. federal income tax law,	

 	to the effect, in either case, that, and based thereon, such Opinion of Counsel shall confirm that, holders of the Notes will not recognize income, gain or loss for U.S. federal income tax as a result of such legal defeasance and will be subject to U.S. federal income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;	

 	      (g) in the case of the covenant defeasance option, the Issuers deliver to the Trustee an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for U.S. federal income tax as a result of such covenant defeasance and will be subject to U.S. federal income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and	
 	 	
 	      (h) the Issuers deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes of such series have been complied with as required by the Indenture.	
Satisfaction and Discharge
      The Indenture will be discharged and will cease to be of further effect, except as to surviving rights of registration of transfer or exchange of the Notes, as to all Notes of any series issued hereunder, when:
 	 	
 	      (a) either:	

 	      (i) all Notes of such series that have been previously authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has previously been deposited in trust or segregated and held in trust by the Issuers and is thereafter repaid to the Issuers or discharged from the trust) have been delivered to the Trustee for cancellation; or	
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 	      (ii) all Notes of such series that have not been previously delivered to the Trustee for cancellation (A) have become due and payable or (B) will become due and payable at their maturity within one year or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee, and, in the case of (A), (B) or (C), the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of holders of the Notes of such series, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes of such series not previously delivered to the Trustee for cancellation for principal, premium, if any, and interest and Additional Interest, if any, on the Notes of such series to the date of deposit, in the case of Notes of such series that have become due and payable, or to the Stated Maturity or redemption date, as the case may be;	

 	      (b) the Issuers have paid or caused to be paid all other sums payable by them under the Indenture; and	
 	 	
 	      (c) if required by the Trustee, the Issuers deliver to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been satisfied.	
Governing Law
      The Indenture and the old notes are, and the exchange notes will be, governed by the internal laws of the State of New York without reference to principles of conflicts of law.
Concerning the Trustee
      Citibank, N.A. is the Trustee under the Indenture and has been appointed by the Issuers as registrar and paying agent with regard to the Notes. The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuers, to obtain payment of claims in certain cases, or to realize on certain Property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.
      The holders of not less than a majority in principal amount of the then outstanding Notes of any series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his or her own affairs. Subject to such provisions, the Trustee will not be under any obligation to exercise any rights or powers under the Indenture at the request of any holder of Notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
No Personal Liability of Directors, Officers, Affiliates, Employees and Stockholders
      No director, officer, employee, incorporator, Affiliate or holder of Capital Stock of the Issuers will have any liability for any obligations of the Issuers under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each holder of Notes, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.
Certain Definitions
      Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms as well as any other capitalized terms used herein for

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which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.
      “Acquired Debt” means, with respect to any specified Person, (i) Debt of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, including, without limitation, Debt Incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person and (ii) Debt secured by a Lien encumbering any asset acquired by such specified Person.
      “Additional Assets” means:
 	 	
 	      (a) any Property (other than cash, securities and Capital Stock) to be owned by the Company or any Restricted Subsidiary and used or useful in a Permitted Business;	
 	 	
 	      (b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or an Affiliate of the Company; or	
 	 	
 	      (c) Capital Stock of a Person that at such time is a Restricted Subsidiary;	
provided, however, that, in the case of clauses (b) and (c), such Restricted Subsidiary is primarily engaged in a Permitted Business.
      “Affiliate” of any specified Person means:
 	 	
 	      (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or	
 	 	
 	      (b) any other Person who is a director or officer of:	

 	      (1) such specified Person,	
 	 	
 	      (2) any Subsidiary of such specified Person, or	
 	 	
 	      (3) any Person described in clause (a) above.	
For the purposes of this definition, “control,” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
      “Applicable Rate” means, for each quarterly period during which any Senior Floating Rate Note is outstanding subsequent to the initial quarterly period, 387.5 basis points over the rate determined by the Issuers (notice of such rate to be sent to the Trustee by the Issuers on the date of determination thereof) equal to the applicable British Bankers’ Association LIBOR rate for deposits in U.S. dollars for a period of three months as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such quarterly period;  provided that, if no such LIBOR rate is available to the Issuers, the Applicable Rate for the relevant quarterly period shall instead be the rate at which Citigroup Global Markets Inc. or one of its affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market for a period of three months at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such quarterly period, in amounts equal to $1.0 million. Notwithstanding the foregoing, the Applicable Rate for the initial quarterly period was 7.845%.
      “Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of
 	 	
 	      (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares), or	
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 	      (b) any other Property of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary,	
other than, in the case of clause (a) or (b) above,
 	 	
 	      (1) any disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary;	
 	 	
 	      (2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under “— Certain Covenants — Limitation on Restricted Payments;”	
 	 	
 	      (3) any disposition effected in compliance with the first paragraph of the covenant described under “— Merger, Consolidation and Sale of Property;”	
 	 	
 	      (4) any sale or other disposition of damaged, worn-out, obsolete or no longer useful assets or properties in the ordinary course of business;	
 	 	
 	      (5) any sale of assets received by the Company or any of its Restricted Subsidiaries upon the foreclosure on a Lien;	
 	 	
 	      (6) any disposition or series of related dispositions of Property with an aggregate Fair Market Value and for net proceeds of less than $10 million; and	
 	 	
 	      (7) the creation of any Permitted Lien.	
      “Attributable Value” means, as to any particular lease under which any Person is at the time liable and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the initial term thereof as determined in accordance with GAAP, discounted from such initial term date to the date of determination at a rate per annum equal to the discount rate which would be applicable to a Capital Lease Obligation with a like term in accordance with GAAP. The net amount of rent required to be paid under any such lease for any such period shall be the lesser of: (1) the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labor costs and similar charges and (2) in the case of any lease which is terminable by the lessee upon the payment of a penalty, the net amount calculated pursuant to (1) but adjusted to also include the amount of such penalty and to exclude any rent which would otherwise be required to be paid under such lease subsequent to the first date upon which it may be so terminated.
      “Average Life” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:
 	 	
 	      (a) the sum of the product of (i) the number of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by (ii) the amount of such payment by	
 	 	
 	      (b) the sum of all such payments.	
      “Bank Obligations” means, without duplication, the Obligations of the Company under the Senior Credit Facility and Hedging Obligations in respect of the Senior Credit Facility.
      “Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state law.
      “Board of Directors” means the board of directors of the Company.
      “Borrowing Base” means, as of any date, an amount equal to:
 	 	
 	      (a) 80% of the aggregate book value of all accounts receivable owned by the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date that were not more that 90 days past due; plus	
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 	      (b) 69% of the aggregate book value of all inventory owned by the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date.	
      “Business Day” means each day that is not a Saturday, Sunday or a day on which commercial banks are authorized or required by law to close in New York City.
      “Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of “— Certain Covenants — Limitation on Liens,” a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.
      “Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into such equity interest.
      “Capital Stock Sale Proceeds” means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Restricted Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock), including upon the exercise of warrants, options or other rights, or warrants, options or other rights to purchase its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.
      “Change of Control” means the occurrence of any of the following events:
 	 	
 	      (1) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of all Voting Stock of the Company;	
 	 	
 	      (2) Continuing Directors shall cease to constitute at least a majority of the directors constituting the Board of Directors;	
 	 	
 	      (3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act);	
 	 	
 	      (4) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Capital Stock of the Company is converted into or exchanged for cash, securities or other Property, other than any such transaction where the Capital Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged from Capital Stock (other than Disqualified Stock) of the surviving or transferee Person representing at least a majority of the voting power of all Capital Stock of such surviving or transferee Person immediately after giving effect to such issuance; or	
 	 	
 	      (5) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.	
      Notwithstanding the foregoing, the Mergers and related transactions contemplated by the Merger Agreement shall be deemed not to constitute a Change of Control.

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      “Code” means the Internal Revenue Code of 1986, as amended.
      “Commission” means the U.S. Securities and Exchange Commission.
      “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:
 	 	
 	      (a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to such determination date to	
 	 	
 	      (b) Consolidated Interest Expense for such four fiscal quarters;	
provided, however, that:
 	 	
 	      (1) if	

 	      (A) since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt; or	
 	 	
 	      (B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt;	

 	Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, provided that, in the event of any such Repayment of Debt, EBITDA for such period shall be calculated on a pro forma basis as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and	

 	      (2) if	

 	      (A) since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business;	
 	 	
 	      (B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment or acquisition which constitutes all or substantially all of an operating unit of a business; or	
 	 	
 	      (C) since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or acquisition which constitutes all or substantially all of an operating unit of a business;	
then EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment or acquisition had occurred on the first day of such period.
      For the purpose of this definition, whenever pro forma effect is to be given to any sale, purchase or other transaction, or the amount of income or earnings relating thereto and the amount of the Consolidated Interest Expense associated with any Debt Incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or synergies relating to any such sale, purchase or other transaction) shall be as determined in good faith by the chief financial officer of the Company. If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

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      “Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent Incurred by the Company or its Restricted Subsidiaries,
 	 	
 	      (a) interest expense attributable to leases constituting part of a Sale and Leaseback Transaction and to Capital Lease Obligations;	
 	 	
 	      (b) amortization of debt discount and debt issuance cost, including commitment fees;	
 	 	
 	      (c) capitalized interest;	
 	 	
 	      (d) non-cash interest expense;	
 	 	
 	      (e) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;	
 	 	
 	      (f) net costs associated with Hedging Obligations (including amortization of fees);	
 	 	
 	      (g) Disqualified Stock Dividends;	
 	 	
 	      (h) Preferred Stock Dividends; and	
 	 	
 	      (i) interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by the Company or any Restricted Subsidiary.	
      “Consolidated Net Income” means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries;  provided, however , that there shall not be included in such Consolidated Net Income:
 	 	
 	      (a) any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:	

 	      (1) subject to the exclusion contained in clause (d) below, the equity of the Company and its consolidated Restricted Subsidiaries in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (c) below), and	
 	 	
 	      (2) the equity of the Company and its consolidated Restricted Subsidiaries in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income,	

 	      (b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that:	

 	      (1) subject to the exclusion contained in clause (d) below, the equity of the Company and its consolidated Restricted Subsidiaries in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause), and	
 	 	
 	      (2) the equity of the Company and its consolidated Restricted Subsidiaries in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;	

 	provided, that for the purpose of calculating Consolidated Net Income as a component of EBITDA, the exclusion from Consolidated Net Income set forth in this clause (b) with respect to a Foreign Restricted Subsidiary shall be disregarded,	
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 	      (c) any gain (but not loss) realized upon the sale or other disposition of any Property of the Company or any of its consolidated Subsidiaries (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business,	
 	 	
 	      (d) any extraordinary gain or loss,	
 	 	
 	      (e) the cumulative effect of a change in accounting principles and	
 	 	
 	      (f) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary;  provided  that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Stock).	
      Notwithstanding the foregoing, for purposes of the covenant described under “— Certain Covenants — Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of Property from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(iv) thereof.
      “Consolidated Net Tangible Assets” of a Person and its Subsidiaries means the sum of the Tangible Assets of such Person and its Subsidiaries after deducting all current liabilities and eliminating inter-company items, all determined in accordance with GAAP, including appropriate deductions for any minority interest in Tangible Assets of such Subsidiaries after deducting all current liabilities of such Subsidiaries as determined in accordance with GAAP.
      “Continuing Director” means, during any period of two consecutive years after the Issue Date, any Person who:
 	 	
 	      (i) at the beginning of any two-year period was a member of the Board of Directors on the Issue Date; or	
 	 	
 	      (ii) was nominated for election or elected to the Board of Directors with the affirmative vote of at least a majority of the directors then still in office who were either members of the Board of Directors at the beginning of such period or whose nomination for election was previously so approved, including new members of the Board of Directors designated in or provided for in an agreement approved by at least a majority of such members.	
      “Credit Facilities” means with respect to the Company or any Restricted Subsidiary, one or more debt or commercial paper facilities with banks or other lenders, bondholders or other investors (including the Senior Credit Facility) or indentures, in each case, providing for revolving credit loans, term loans, notes, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such receivables or inventory) or trade letters of credit, in each case together with any Refinancings thereof.
      “Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, currency option, synthetic cap or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates.
      “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.
      “Debt” means, with respect to any Person on any date of determination (without duplication):
 	 	
 	      (a) the principal of and premium (if any) in respect of:	

 	      (1) debt of such Person for money borrowed, and	
 	 	
 	      (2) debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;	
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 	      (b) all Capital Lease Obligations of such Person and the Attributable Value relating to the Sale and Leaseback Transactions entered into by such Person;	
 	 	
 	      (c) all obligations of such Person representing the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);	
 	 	
 	      (d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);	
 	 	
 	      (e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (measured, in each case, at the greater of its voluntary or involuntary maximum fixed repurchase price or liquidation value but excluding, in each case, any accrued dividends);	
 	 	
 	      (f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;	
 	 	
 	      (g) all obligations of the type referred to in clauses (a) through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such Property and the amount of the obligation so secured; and	
 	 	
 	      (h) to the extent not otherwise included in this definition, Hedging Obligations of such Person.	
      The amount of Debt of any Person at any date shall be the outstanding balance, or the accreted value of such Debt in the case of Debt issued with original issue discount, at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. The amount of Debt represented by a Hedging Obligation shall be equal to:
 	 	
 	      (1) zero if such Hedging Obligation has been Incurred pursuant to clause (e) or (f) of the second paragraph of “— Certain Covenants — Limitation on Debt,” or	
 	 	
 	      (2) the amount of such Hedging Obligation as determined in accordance with GAAP if not Incurred pursuant to such clauses.	
      Notwithstanding the foregoing, Debt shall not include (a) any endorsements for collection or deposits in the ordinary course of business, (b) any realization of a Permitted Lien, and (c) Debt that has been defeased or satisfied in accordance with the terms of the documents governing such Debt. With respect to any Debt denominated in a foreign currency, for purposes of determining compliance with the Incurrence of such Debt under the covenant described under “— Certain Covenants — Limitation on Debt,” the amount of such Debt shall be calculated based on the currency exchange rate in effect at the end of the period for the most recent audited financial statements.
      For purposes of this definition, the maximum fixed repurchase price of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Debt will be required to be determined pursuant to the Indenture at its Fair Market Value if such price is based upon, or measured by, the fair market value of such Disqualified Stock;  provided, however , that if such Disqualified Stock is not then permitted in accordance with the terms of such Disqualified Stock to be redeemed, repaid or repurchased, the redemption, repayment or repurchase price shall be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

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      “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.
      “Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:
 	 	
 	      (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;	
 	 	
 	      (b) is or may become redeemable or repurchasable at the option of the holder thereof, in whole or in part; or	
 	 	
 	      (c) is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock;	
on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Stated Maturity of the Senior Notes.
      “Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.
      “Domestic Restricted Subsidiary” means any Restricted Subsidiary that is not a Foreign Restricted Subsidiary.
      “EBITDA” means, for any period, an amount equal to, for the Company and its consolidated Restricted Subsidiaries:
 	 	
 	      (a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:	

 	      (1) the provision for taxes based on income or profits or utilized in computing net loss;	
 	 	
 	      (2) Consolidated Interest Expense;	
 	 	
 	      (3) depreciation;	
 	 	
 	      (4) amortization of intangibles; and	
 	 	
 	      (5) any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period); minus	

 	      (b) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it will result in the receipt of cash payments in any future period).	
      Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income.
      “Equity Offering” means an offering of Capital Stock of the Company in a public offering registered under the Securities Act.
      “Event of Default” has the meaning set forth under “— Events of Default.”
      “Exchange Act” means the Securities Exchange Act of 1934, as amended.
      “Fair Market Value” means, with respect to any Property, the price that could be negotiated in an arm’s-length free market transaction between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, if such Property has a Fair Market Value in excess of $10 million, by a majority of the Board of Directors and evidenced by a Board Resolution, dated within 45 days of the relevant transaction, delivered to the Trustee.

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      “Foreign Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of a jurisdiction other than the United States of America, any state thereof or any territory or possession of the United States of America.
      “GAAP” means generally accepted accounting principles in the United States of America, which were in effect on the Issue Date.
      “Guarantee” means any obligation, contingent or otherwise, of any Person guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:
 	 	
 	      (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person, or	
 	 	
 	      (b) entered into for the primary purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);	
provided, however, that the term “Guarantee” shall not include:
 	 	
 	      (1) endorsements for collection or deposit in the ordinary course of business, or	
 	 	
 	      (2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (a) or (b) of the definition of  “Permitted Investment.”	
      The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.
      “Hedging Obligation” of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement or any other similar agreement or arrangement.
      “Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and  “Incurrence”  and  “Incurred”  shall have meanings correlative to the foregoing);  provided, however , that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt;  provided further, however , that any Debt or other obligations of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and  provided further, however , that solely for purposes of determining compliance with the covenant described under “— Certain Covenants — Limitation on Debt,” amortization of debt discount shall not be deemed to be the Incurrence of Debt;  provided  that in the case of Debt sold at a discount, the amount of such Debt Incurred shall at all times be the aggregate principal amount at Stated Maturity.
      “Independent Financial Advisor” means an investment banking firm of national standing or any third party appraiser of national standing,  provided  that such firm or appraiser is not an Affiliate of the Company.
      “Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate option agreement, interest rate future agreement or other similar agreement designed to protect against fluctuations in interest rates.
      “Investment” by any Person means any direct or indirect loan (other than advances and extensions of credit and receivables in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person. For purposes of the covenants described under “— Certain Covenants — Limitation on Restricted Payments” and “— Designation of Restricted and Unrestricted Subsidiaries” and the definitions of “Restricted Payment”

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and “Unrestricted Subsidiary,” the term “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary;  provided, however , that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of an amount (if positive) equal to:
 	 	
 	      (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation; less	
 	 	
 	      (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation.	
      In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment.
      “Investment Grade Rating” means a rating of both Baa3 or higher (or the equivalent) by Moody’s and BBB — or higher (or the equivalent) by S&P.
      “Issue Date” means the date on which the old notes were initially issued.
      “Lien” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).
      “Merger Agreement” means the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop Corp., GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and Electronics Boutique Holdings Corp.
      “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.
      “Net Available Cash” from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the portion of any such deferred payment constituting interest and any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:
 	 	
 	      (a) all legal, title, accounting and recording tax expenses, transfer taxes, commissions and other fees and expenses Incurred (including, without limitation, brokerage commissions and accounting, legal and investment banking expenses, fees and sales commissions), and all U.S. federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;	
 	 	
 	      (b) all payments made on or in respect of any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale;	
 	 	
 	      (c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale;	
 	 	
 	      (d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed of in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; and	
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 	      (e) payments of unassumed liabilities (not constituting Debt) relating to the Property sold at the time of, or within 30 days after, the date of such sale.	
      “Notes” means, collectively, the Senior Floating Rate Notes and the Senior Notes issued under the Indenture and offered pursuant to this prospectus and any Additional Notes issued under the Indenture and subsequently offered.
      “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt and in all cases whether direct or indirect, absolute or contingent, now outstanding or hereafter created, assumed or Incurred and including, without limitation, interest accruing subsequent to the filing of a petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceedings at the rate provided in the relevant documentation, whether or not an allowed claim, and any obligation to redeem or defease any of the foregoing.
      “Officer” means the Chief Executive Officer, the Chief Operating Officer, the President, the Chief Financial Officer, the Chief Legal Officer, the Treasurer or the Secretary of either Issuer or any officer of either Issuer performing similar functions.
      “Officer’s Certificate” means a certificate signed by an Officer.
      “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.
      “Payment Default” means, with respect to any Debt, a failure to pay the principal of such Debt at its Stated Maturity after giving effect to any applicable grace period provided in the instrument(s) governing such Debt.
      “Permitted Business” means the businesses of the type conducted by the Company and its Subsidiaries upon consummation of the Mergers and businesses reasonably related or complementary thereto.
      “Permitted Investment” means any Investment by the Company or a Restricted Subsidiary in:
 	 	
 	      (a) the Company or any Restricted Subsidiary (including any non-wholly owned Restricted Subsidiary) or any Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided that the primary business of such Restricted Subsidiary is a Permitted Business;	
 	 	
 	      (b) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a Restricted Subsidiary; provided that the primary business of such Restricted Subsidiary is a Permitted Business;	
 	 	
 	      (c) cash and Temporary Cash Investments;	
 	 	
 	      (d) receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;	
 	 	
 	      (e) payroll, travel, commission and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;	
 	 	
 	      (f) stock, obligations or other securities received in settlement or good faith compromises of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments;	
 	 	
 	      (g) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales”;	
 	 	
 	      (h) prepaid expenses, negotiable instruments held for collection, lease, utility, workers’ compensation, performance and other similar deposits provided to third parties in the ordinary course of business;	
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 	      (i) any assets or Capital Stock of any Person made out of the net cash proceeds of the substantially concurrent sale of Capital Stock of the Company (other than Disqualified Stock);	
 	 	
 	      (j) Interest Rate Agreements and Currency Exchange Protection Agreements, in each case to the extent such obligations Incurred thereunder may be Incurred pursuant to the second paragraph of “— Certain Covenants — Limitation on Debt”;	
 	 	
 	      (k) in securities of any trade creditor or customer received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditor or customer;	
 	 	
 	      (l) acquired as a result of a foreclosure by the Company or such Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;	
 	 	
 	      (m) consisting of purchases and acquisitions of inventory, supplies, materials and equipment in the ordinary course of business and otherwise in accordance with the Indenture;	
 	 	
 	      (n) existence on the Issue Date; and	
 	 	
 	      (o) other Investments made for Fair Market Value that do not exceed $25 million in the aggregate outstanding at any one time.	
      “Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:
 	 	
 	      (a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:	

 	      (1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced; and	
 	 	
 	      (2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing;	

 	      (b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced;	
 	 	
 	      (c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced; and	
 	 	
 	      (d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced;	
provided, however, that Permitted Refinancing Debt shall not include:
 	 	
 	      (1) Debt of a Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor that Refinances Debt of the Company, the Co-Issuer or a Subsidiary Guarantor; or	
 	 	
 	      (2) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.	
      “Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
      “Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.
      “Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the

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maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.
      “Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the Indenture, the value of any Property shall be its Fair Market Value.
      “Purchase Money Debt” means Debt:
 	 	
 	      (a) consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed, and	
 	 	
 	      (b) Incurred to finance the acquisition, construction or lease by the Company or a Restricted Subsidiary of such Property, including additions and improvements thereto;	
provided, however, that such Debt is Incurred within 180 days after the acquisition, construction or lease of such Property by the Company or such Restricted Subsidiary.
      “Rating Agencies” means Moody’s and S&P.
      “Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.
      “Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings. For purposes of the covenant described under “— Certain Covenants — Limitation on Asset Sales” and the definition of “Consolidated Interest Coverage Ratio,”  Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.
      “Restricted Payment” means:
 	 	
 	      (a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Company or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company, and except for pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders;	
 	 	
 	      (b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary) or any securities exchangeable for or convertible into any such Capital Stock, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock);	
 	 	
 	      (c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition); or	
 	 	
 	      (d) any Investment (other than Permitted Investments) in any Person.	
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      “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.
      “S&P” means Standard & Poor’s Ratings Services or any successor to the rating agency business thereof.
      “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such Property to another Person and the Company or a Restricted Subsidiary leases it from such Person.
      “Securities Act” means the Securities Act of 1933, as amended.
      “Senior Credit Facility” means the Debt represented by the Credit Agreement, dated as of October 11, 2005, by and among (i) the Company and certain of the Company’s Subsidiaries, as Borrowers, (ii) Bank of America, N.A., as Administrative Agent and Collateral Agent, (iii) Bank of America, N.A. and Citicorp North America, Inc., as Issuing Banks, (iv) Citicorp North America, Inc., as Syndication Agent, (v) Merrill Lynch Capital A Division of Merrill Lynch Business Financial Services Inc., as Documentation Agent, (vi) Bank of America Securities LLC, Citigroup Global Markets Inc., and Merrill Lynch Capital A Division of Merrill Lynch Business Financial Services Inc., as Joint Lead Arrangers and Joint Lead Bookrunners and (vii) the lenders named therein, including any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments and agreements executed in connection therewith, and in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, or refinancing (including increasing the amount of borrowings or other Debt outstanding or available to be borrowed thereunder), all or any portion of the Debt under such agreement, and any successor or replacement agreement or agreements with the same or any other agent, creditor, lender or group of creditors or lenders.
      “Senior Floating Rate Notes” means the old floating rate notes and the new floating rate notes.
      “Senior Notes” means the old 8% notes and the new 8% notes.
      “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission.
      “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).
      “Subordinated Obligation” means any Debt of the Company, the Co-Issuer or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the Notes pursuant to a written agreement to that effect.
      “Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock or other interests (including partnership interests) is at the time owned or controlled, directly or indirectly, by:
 	 	
 	      (a) such Person;	
 	 	
 	      (b) such Person and one or more Subsidiaries of such Person; or	
 	 	
 	      (c) one or more Subsidiaries of such Person.	
      “Subsidiary Guarantee” means any Guarantee of the Notes by any Subsidiary Guarantor.
      “Subsidiary Guarantor” means each Restricted Subsidiary of the Company, other than GameStop, Inc., that executed the Indenture as a guarantor on the Issue Date, the EB Guarantors that executed the Supplemental Indenture, and each other domestic wholly-owned Subsidiary of the Company that thereafter provides a Subsidiary Guarantee of the Notes pursuant to the terms of the Indenture, in each case until such

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Subsidiary Guarantor is released from its obligations under its Subsidiary Guarantee pursuant to the terms of the Indenture.
      “Surviving Person” means the surviving Person in a merger or formed by a consolidation and, for purposes of the covenant described under “— Merger, Consolidation and Sale of Property,” a Person to whom all or substantially all of the Property of the Company, the Co-Issuer or a Subsidiary Guarantor is sold, transferred, assigned, leased, conveyed or otherwise disposed.
      “Tangible Assets” of any Person means, at any date, the gross value as shown by the accounting books and records of such Person of all its Property, both real and personal, less the net book value of (i) all its licenses, patents, patent applications, copyrights, trademarks, trade names, goodwill, non-compete agreements or organizational expenses and other like intangibles, (ii) unamortized Debt discount and expense, (iii) all reserves for depreciation, obsolescence, depletion and amortization of its properties and (iv) all other Property reserves which in accordance with GAAP should be provided in connection with the business conducted by such Person.
      “Temporary Cash Investments” means:
 	 	
 	      (a) Investments in U.S. Government Obligations, in each case maturing within 365 days of the date of acquisition thereof;	
 	 	
 	      (b) Investments in time deposit accounts, certificates of deposit and money market deposits maturing within 90 days of the date of acquisition thereof issued or guaranteed by a bank or trust company organized under the laws of the United States of America or any state or the District of Columbia or any U.S. branch of a foreign bank having, at the date of acquisition thereof, combined capital, surplus and undivided profits aggregating in excess of $250.0 million and whose long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));	
 	 	
 	      (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:	

 	      (1) a bank meeting the qualifications described in clause (b) above, or	
 	 	
 	      (2) any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;	

 	      (d) Investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of any state or jurisdiction of the United States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));	
 	 	
 	      (e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America or any foreign country recognized by the United States or any political subdivision of any such state, province or foreign country, as the case may be (including any agency or instrumentality thereof), for the payment of which the full faith and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:	

 	      (1) the long-term debt of such state, province or country is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), and	
 	 	
 	      (2) such obligations mature within 180 days of the date of acquisition thereof; and	

 	      (f) Investments in money market funds which invest substantially all of their assets in securities of the types described in clauses (a) through (e) above.	
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      “Unrestricted Subsidiary” means:
 	 	
 	      (a) any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto;	
 	 	
 	      (b) any Subsidiary of an Unrestricted Subsidiary.	
      So long as the Company and its Subsidiaries are not subject to the Specified Covenants, all Unrestricted Subsidiaries shall be Restricted Subsidiaries.
      “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.
      “Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.
      “Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Subsidiaries.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
      The following discussion is a summary of certain United States federal income tax consequences of the acquisition, ownership and disposition of the exchange notes by an initial beneficial owner of old notes that purchased its old notes in the initial offering at the initial offering price. This discussion is based upon the United States federal tax law now in effect, which is subject to change, possibly retroactively.
      The discussion addresses only notes held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended. The tax treatment of holders of the notes may vary depending upon their particular situations. Certain holders (including banks, expatriates, tax-exempt entities, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or foreign currencies, persons holding notes in connection with a hedging strategy, “straddle,” conversion transaction or other integrated transaction, holders of 10% of our voting power, holders who are “controlled foreign corporations” with respect to us, and holders who do not acquire the notes in the initial offering or who do not hold the notes as a capital asset) may be subject to special rules not discussed below. This discussion also does not address the tax consequences to certain persons who have a functional currency other than the U.S. dollar or to certain persons who have ceased to be citizens or to be taxed as resident aliens. Furthermore, it does not include any description of any alternative minimum tax consequences, or estate and gift tax consequences, or the tax laws of any state, local or foreign government that may be applicable to the notes.  Prospective investors should consult their tax advisors regarding the United States federal tax consequences of acquiring, holding, and disposing of notes as well as any tax consequences that may arise under the laws of any foreign, state, local, or other taxing jurisdiction.
      If a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes holds notes, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. This discussion does not address the tax treatment of a partnership investing in notes or partners of such partnership. If you are a partner of a partnership investing in notes, you should consult your tax advisor.
      Under certain circumstances (described under “Description of the Exchange Notes — Optional Redemption” and “The Exchange Offer — Registration Rights; Liquidated Damages”), we may be obligated to pay holders of the notes amounts in excess of the stated principal or interest thereon. As a result, the notes could be subject to certain rules relating to debt instruments that provide for one or more contingent payments. In the case of additional amounts payable on the notes as a result of the optional redemption feature, special rules apply to debt instruments with a redemption feature if exercise of the optional redemption feature would minimize the yield on the notes. Since the exercise of the optional redemption feature would not reduce the yield on the notes to us as an issuer, we have concluded that these special rules will not apply. In addition, in the case of additional interest that may be payable on a registration default, special rules will apply to such additional interest unless the likelihood of paying such additional interest is remote, or the amount of such additional interest is deemed incidental. We intend to take the position that the likelihood that any additional interest will be paid is remote and that the amount of any such additional interest if paid will be incidental and, accordingly, that the special rules applicable to debt instruments with contingent payments do not apply to the old notes. Therefore, the rest of this discussion assumes that the notes are not contingent payment debt instruments. In addition, our determination that the possibility of the payment of additional interest is a remote or incidental contingency is binding on you, unless you explicitly disclose that you are taking a different position to the Internal Revenue Service, or IRS, on your tax return for the year during which you acquired the old notes. However, the IRS may take a contrary position from that described above, which could affect the timing and character of both your income from the old notes and our deduction with respect to the payments of additional interest.
      If we do fail to register the exchange notes for sale to the public, you should consult your tax adviser concerning the appropriate tax treatment of the payment of additional interest on the old notes.

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United States Holders
      This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of a note and you are for United States federal income tax purposes:
 	 	 	
 	• 	an individual who is a citizen or resident of the United States;	
 	 	 	
 	• 	a domestic corporation;	
 	 	 	
 	• 	an estate whose income is subject to United States federal income tax regardless of its source; or	
 	 	 	
 	• 	a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust or if the trust was in existence on August 20, 1996 and has elected to continue to be treated as a United States person.	
      If you are not a United States holder, this subsection does not apply to you and you should refer to “— Non-U.S. Holders” below.
 	 	
 	Interest	
      You will be taxed on interest on your exchange note as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes. The old notes were not issued with original issue discount for United States federal income tax purposes, and you will not be required to recognize any original issue discount with respect to the exchange notes.
 	 	
 	Sale, Exchange or Retirement of Notes	
      You will generally recognize capital gain or loss on the sale or retirement of your exchange note equal to the difference between the amount you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest (which will be treated as described above), and your tax basis in your exchange note. Your tax basis in your exchange note will equal your tax basis in your old note, which generally will be its cost. Capital gain of a non-corporate United States holder that is recognized before January 1, 2009 is generally taxed at a maximum rate of 15% where the holder has a holding period greater than one year. The deductibility of capital losses is subject to limitations.
      The exchange of an old note for an exchange note in the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, a United States holder will not recognize any gain or loss upon the receipt of an exchange note in the exchange offer. A United States holder’s holding period for an exchange note will include the holding period for the old note and the initial basis in the exchange note will be the same as the adjusted basis in the old note at the time of the exchange. Under existing regulations relating to modifications and exchanges of debt instruments, any increase in the interest rate of old notes resulting from the exchange offer not being consummated, or a shelf registration statement not being declared effective, would not result in a deemed taxable exchange of the old notes as such change in interest rate would occur pursuant to the original terms of the old notes.
 	 	
 	Backup Withholding	
      A backup withholding tax (currently at a rate of 28%) and information reporting requirements apply in the case of certain United States holders (not including corporations and other exempt recipients) to certain payments of principal of, and interest on, a note, and of proceeds on the sale of a note. Backup withholding applies if a holder fails to provide a correct taxpayer identification number, has been notified by the IRS that it is subject to backup withholding, or fails to meet certain certification requirements. An individual’s taxpayer identification number is generally the individual’s Social Security number. Any amount withheld from payment to a holder under the backup withholding rules will be allowed as a credit against the holder’s federal income tax liability and may entitle the holder to a refund, provided the required information is furnished to the IRS.

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Non-U.S. Holders
      This subsection describes the tax consequences to a Non-U.S. Holder. For purposes of the following discussion, a “Non-U.S. Holder” is:
 	 	 	
 	• 	an individual who is not a citizen or resident of the United States;	
 	 	 	
 	• 	a corporation (or other entity treated as a corporation) that is not organized or created under United States law;	
 	 	 	
 	• 	an estate that is not taxable in the United States on its worldwide income; or	
 	 	 	
 	• 	a trust unless (a) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) such trust has in effect a valid election to be treated as a domestic trust for United States federal income tax purposes.	
      The rules governing U.S. federal income taxation of Non-U.S. Holders are complex. Non-U.S. Holders should consult with their own tax advisers to determine the effect of federal, state, local and foreign income tax laws, as well as treaties, with regard to an investment in the notes, including any reporting requirements.
 	 	
 	Withholding Taxes	
      Subject to the discussion below concerning backup withholding, payments of interest on the exchange notes generally will not be subject to United States federal income or withholding taxes, provided that such interest is not effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business and:
 	 	 	
 	• 	such holder (1) does not own, actually or constructively, 10% or more of the total combined voting power of the outstanding stock of either Issuer, (2) is not a bank that received notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, and (3) is not a controlled foreign corporation related, directly or indirectly, to either Issuer through stock ownership; and	
 	 	 	
 	• 	the certification requirement, as described below, has been fulfilled with respect to the beneficial owner.	
      The certification requirement described above will be fulfilled if you furnish a statement, signed under penalties of perjury, that includes your name and address and certifies that you are a Non-U.S. Holder. This certification is generally made on Form W-8BEN. Other methods might be available to satisfy the certification requirements described above, depending upon the circumstances. Further, neither we nor our paying agent may have actual knowledge to the contrary of any certification received.
      If you do not qualify for the exemption from tax described above, you generally will be subject to United States withholding tax at a flat rate of 30% on payments of interest, unless your income from the exchange notes is effectively connected with a United States trade or business and you satisfy certain other certification and disclosure requirements. See “— United States Trade or Business” below. The foregoing 30% rate may be reduced or eliminated under an applicable tax treaty, subject to certain certification requirements.
      The rules regarding withholding are complex and vary depending on your individual situation. They are also subject to change. You should consult your tax advisor regarding the specific methods for satisfying these requirements.

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 	Sale, Exchange or Retirement of Notes	
      If you sell an exchange note or it is redeemed, subject to the discussion below concerning backup withholding, you will not be subject to United States federal income tax on any gain recognized unless:
 	 	 	
 	• 	the gain is effectively connected with a trade or business that you conduct in the United States;	
 	 	 	
 	• 	you are an individual who is present in the United States for at least 183 days during the year in which you dispose of the exchange note and certain other conditions are satisfied; or	
 	 	 	
 	• 	such gain represents accrued but unpaid interest not previously included in income, in which case the rules for interest would apply.	
      You will not recognize taxable gain or loss for United States federal income tax purposes on the exchange of your old notes for exchange notes in the exchange offer.
 	 	
 	United States Trade or Business	
      If you hold your exchange note in connection with a trade or business that you are conducting in the United States:
 	 	 	
 	• 	any interest on the exchange note, and any gain from disposing of the exchange note, generally will be subject to United States federal income tax on a net income basis in the same manner as if you were a United States person (and the 30% U.S. federal withholding tax will not apply provided that certain certification requirements are satisfied); and	
 	 	 	
 	• 	if you are a corporation, you may be subject to the “branch profits tax” on your earnings that are effectively connected with your United States trade or business, including earnings from the exchange note. This tax is 30%, but may be reduced or eliminated by an applicable income tax treaty.	

 	Information Reporting and Backup Withholding	
      We must generally report to the IRS the amount of interest paid, the name and address of the recipient, and the amount, if any, of tax withheld. These information reporting requirements apply even if no tax was required to be withheld. A similar report is sent to the recipient of the interest. In general, backup withholding will not apply to interest on the exchange notes paid by us or our paying agents, in their capacity as such, to a Non-U.S. Holder if the Non-U.S. Holder has provided the required certification that it is a Non-U.S. Holder.
      In general, information reporting and backup withholding will not apply to proceeds from the sale or redemption of exchange notes paid to a Non-U.S. Holder if the Non-U.S. Holder has provided the required certification that it is a Non-U.S. Holder.
      Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder can be refunded or credited against the Non-U.S. Holder’s United States federal income tax liability, if any, provided that the required information is furnished to the IRS in a timely manner.

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PLAN OF DISTRIBUTION
      Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. Each Issuer has agreed that, for a period of 90 days after the consummation of the exchange offer, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until 90 days after the date of this prospectus, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.
      The Issuers will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit from any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
      For a period of 90 days after the consummation of the exchange offer, the Issuers will promptly send additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. The Issuers have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holder of the old notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS
      Certain legal matters as to the validity of the exchange notes and the guarantees thereof offered hereby will be passed upon by Bryan Cave LLP, New York, New York, counsel for GameStop Corp., and Oppenheimer Wolff & Donnelly LLP, Minneapolis, Minnesota, counsel for GameStop, Inc.
EXPERTS
GameStop
      The audited consolidated balance sheets of GameStop as of January 28, 2006 and January 29, 2005 and the related audited consolidated statements of operations, stockholders’ equity and cash flows for the 52-week periods ended January 28, 2006, January 29, 2005 and January 31, 2004 included in this prospectus have been audited by BDO Seidman, LLP, independent registered public accounting firm, as stated in their report appearing elsewhere in this prospectus. Also, the audited financial statement schedule of GameStop incorporated in this prospectus by reference to GameStop’s Annual Report on Form 10-K as of January 28, 2006 and January 29, 2005, and for the 52-week periods ended January 28, 2006, January 29, 2005 and January 31, 2004, and management’s assessment of the effectiveness of internal control over financial reporting as of January 28, 2006, have been incorporated in reliance on the reports of BDO Seidman, LLP, given on the authority of that firm as experts in accounting and auditing.
Electronics Boutique
      The consolidated financial statements of Electronics Boutique Holding Corp. as of January 29, 2005 and January 31, 2004, and for each of the years in the three-year period ended January 29, 2005, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein and upon the authority of said firm as experts in accounting and auditing. The report refers to a change in the method of accounting for consideration received from a vendor.
      The consolidated financial statements and schedule of Electronics Boutique Holding Corp. as of January 29, 2005 and January 31, 2004, and for each of the years in the three-year period ended January 29, 2005, and management’s assessment of the effectiveness of internal control over financial reporting as of January 29, 2005 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report with respect to the consolidated financial statements refers to a change in the method of accounting for consideration received from a vendor.

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INDEX TO FINANCIAL STATEMENTS
 	 	 	 	
 	 	Page	
 	 	Number	
 	 	 	
CONSOLIDATED FINANCIAL STATEMENTS OF GAMESTOP	 	 	
 Report of Independent Registered Public Accounting Firm	 	F-2	
Audited Financial Statements	 	 	
 	 Consolidated Balance Sheets as of January 28, 2006 and January 29, 2005	 	F-3	
 	 Consolidated Statements of Operations for the fiscal years ended January 28, 2006, January 29, 2005 and January 31, 2004	 	F-4	
 	 Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 28, 2006, January 29, 2005 and January 31, 2004	 	F-5	
 	 Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2006, January 29, 2005 and January 31, 2004	 	F-6	
 	 Notes to Consolidated Financial Statements	 	F-7	
CONSOLIDATED FINANCIAL STATEMENTS OF EB	 	 	
 Report of Independent Registered Public Accounting Firm	 	F-43	
Audited Financial Statements	 	 	
 	 Consolidated Balance Sheets as of January 29, 2005 and January 31, 2004	 	F-44	
 	 Consolidated Statements of Income for the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003	 	F-45	
 	 Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003	 	F-46	
 	 Consolidated Statements of Cash Flows for the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003	 	F-47	
 	 Notes to Consolidated Financial Statements	 	F-48	
Unaudited Financial Statements	 	 	
 	 Consolidated Balance Sheets as of July 30, 2005 and January 29, 2005	 	F-71	
 	 Consolidated Statements of Income for the 13 and 26 weeks ended July 30, 2005 and July 31, 2004	 	F-72	
 	 Consolidated Statement of Stockholders’ Equity for the 26 weeks ended July 30, 2005	 	F-73	
 	 Consolidated Statements of Cash Flows for the 26 weeks ended July 30, 2005 and July 31, 2004	 	F-74	
 	 Notes to Consolidated Financial Statements	 	F-75	
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Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
GameStop Corp.
Grapevine, Texas
      We have audited the accompanying consolidated balance sheets of GameStop Corp. as of January 28, 2006 and January 29, 2006 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the 52 week periods ended January 28, 2006, January 29, 2005, and January 31, 2004. We have also audited the schedule listed in Item 15(a)(2) of this Form 10-K (not included herein). These financial statements and the schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits.
      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and the schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement and schedule. We believe that our audits provide a reasonable basis for our opinion.
      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GameStop Corp. at January 28, 2006 and January 29, 2005 and the results of its operations and its cash flows for each of the 52 week periods ended January 28, 2006, January 29, 2005, and January 31, 2004, in conformity with accounting principles generally accepted in the United States of America.
      Also, in our opinion, the schedule presents fairly, in all material respects, the information set forth herein.
      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of GameStop Corp.’s internal control over financial reporting as of January 29, 2005, based on criteria established in  Internal Control — Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 29, 2006, (not included herein) expressed an unqualified opinion thereon.
 	 	
 	/s/ BDO SEIDMAN, LLP	
 	 	
 	BDO Seidman, LLP	
Dallas, Texas
March 29, 2006

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GAMESTOP CORP.
CONSOLIDATED BALANCE SHEETS
 	 	 	 	 	 	 	 	 	 	 	
 	 	January 28,	 	 	January 29,	 	
 	 	2006	 	 	2005	 	
 	 	 	 	 	 	 	
 	 	(In thousands)	 	
ASSETS	
Current assets:	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents	 	$	401,593	 	 	$	170,992	 	
 	Receivables, net	 	 	38,738	 	 	 	9,812	 	
 	Merchandise inventories, net	 	 	603,178	 	 	 	216,296	 	
 	Prepaid expenses and other current assets	 	 	16,339	 	 	 	18,400	 	
 	Prepaid taxes	 	 	19,135	 	 	 	3,703	 	
 	Deferred taxes	 	 	42,282	 	 	 	5,785	 	
 	 	 	 	 	 	 	
 	 	Total current assets	 	 	1,121,265	 	 	 	424,988	 	
 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	
 	Land	 	 	10,257	 	 	 	2,000	 	
 	Buildings and leasehold improvements	 	 	262,908	 	 	 	106,428	 	
 	Fixtures and equipment	 	 	343,897	 	 	 	184,536	 	
 	 	 	 	 	 	 	
 	 	 	617,062	 	 	 	292,964	 	
 	Less accumulated depreciation and amortization	 	 	184,937	 	 	 	124,565	 	
 	 	 	 	 	 	 	
 	 	Net property and equipment	 	 	432,125	 	 	 	168,399	 	
 	 	 	 	 	 	 	
Goodwill, net	 	 	1,392,352	 	 	 	320,888	 	
Assets held for sale	 	 	19,297	 	 	 	—	 	
Deferred financing fees	 	 	18,561	 	 	 	566	 	
Other noncurrent assets	 	 	31,519	 	 	 	1,142	 	
 	 	 	 	 	 	 	
 	 	Total other assets	 	 	1,461,729	 	 	 	322,596	 	
 	 	 	 	 	 	 	
 	 	Total assets	 	$	3,015,119	 	 	$	915,983	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	
Current liabilities:	 	 	 	 	 	 	 	 	
 	Accounts payable	 	$	543,288	 	 	$	206,739	 	
 	Accrued liabilities	 	 	331,859	 	 	 	94,983	 	
 	Notes payable, current portion	 	 	12,527	 	 	 	12,173	 	
 	 	 	 	 	 	 	
 	 	Total current liabilities	 	 	887,674	 	 	 	313,895	 	
 	 	 	 	 	 	 	
Deferred taxes	 	 	12,938	 	 	 	21,257	 	
Senior notes payable, long-term portion, net	 	 	641,788	 	 	 	—	 	
Senior floating rate notes payable, long-term portion	 	 	300,000	 	 	 	—	 	
Note payable, long-term portion	 	 	21,675	 	 	 	24,347	 	
Deferred rent and other long-term liabilities	 	 	36,331	 	 	 	13,473	 	
 	 	 	 	 	 	 	
 	 	Total long-term liabilities	 	 	1,012,732	 	 	 	59,077	 	
 	 	 	 	 	 	 	
 	 	Total liabilities	 	 	1,900,406	 	 	 	372,972	 	
 	 	 	 	 	 	 	
Commitments and contingencies (Note 11)	 	 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	
 	Preferred stock — authorized 5,000 shares; no shares issued or outstanding	 	 	—	 	 	 	—	 	
 	Class A common stock — $.001 par value; authorized 300,000 shares; 42,895 and 24,189 shares issued, respectively	 	 	43	 	 	 	24	 	
 	Class B common stock — $.001 par value; authorized 100,000 shares; 29,902 shares issued and outstanding	 	 	30	 	 	 	30	 	
 	Additional paid-in-capital	 	 	921,349	 	 	 	500,769	 	
 	Accumulated other comprehensive income	 	 	886	 	 	 	567	 	
 	Retained earnings	 	 	192,405	 	 	 	91,621	 	
 	Treasury stock, at cost, 0 and 3,263 shares, respectively	 	 	—	 	 	 	(50,000	)	
 	 	 	 	 	 	 	
 	 	Total stockholders’ equity	 	 	1,114,713	 	 	 	543,011	 	
 	 	 	 	 	 	 	
 	 	Total liabilities and stockholders’ equity	 	$	3,015,119	 	 	$	915,983	 	
 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands, except per share data)	 	
Sales	 	$	3,091,783	 	 	$	1,842,806	 	 	$	1,578,838	 	
Cost of sales	 	 	2,219,753	 	 	 	1,333,506	 	 	 	1,145,893	 	
 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	872,030	 	 	 	509,300	 	 	 	432,945	 	
Selling, general and administrative expenses	 	 	599,343	 	 	 	373,364	 	 	 	299,193	 	
Depreciation and amortization	 	 	66,355	 	 	 	36,789	 	 	 	29,368	 	
Merger-related expenses	 	 	13,600	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
 	Operating earnings	 	 	192,732	 	 	 	99,147	 	 	 	104,384	 	
Interest income	 	 	(5,135	)	 	 	(1,919	)	 	 	(1,467	)	
Interest expense	 	 	30,427	 	 	 	2,155	 	 	 	663	 	
Merger-related interest expense	 	 	7,518	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
 	Earnings before income tax expense	 	 	159,922	 	 	 	98,911	 	 	 	105,188	 	
Income tax expense	 	 	59,138	 	 	 	37,985	 	 	 	41,721	 	
 	 	 	 	 	 	 	 	 	 	
 	Net earnings	 	$	100,784	 	 	$	60,926	 	 	$	63,467	 	
 	 	 	 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — basic	 	$	1.74	 	 	$	1.11	 	 	$	1.13	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average shares of common stock — basic	 	 	57,920	 	 	 	54,662	 	 	 	56,330	 	
 	 	 	 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — diluted	 	$	1.61	 	 	$	1.05	 	 	$	1.06	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average shares of common stock — diluted	 	 	62,486	 	 	 	57,796	 	 	 	59,764	 	
 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

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Table of Contents
GAMESTOP CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Accumulated	 	 	 	 	 	 	 	
 	 	Common Stock	 	 	Additional	 	 	Other	 	 	 	 	 	 	 	
 	 	 	 	 	Paid in	 	 	Comprehensive	 	 	Retained	 	 	Treasury	 	 	 	
 	 	Shares	 	 	Class A	 	 	Shares	 	 	Class B	 	 	Capital	 	 	Income	 	 	Earnings	 	 	Stock	 	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Balance at February 1, 2003	 	 	21,050	 	 	$	21	 	 	 	36,009	 	 	$	36	 	 	$	493,998	 	 	$	—	 	 	$	54,620	 	 	$	—	 	 	$	548,675	 	
Comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings for the 52 weeks ended January 31, 2004	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	63,467	 	 	 	—	 	 	 	 	 	
Foreign currency translation	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	296	 	 	 	—	 	 	 	—	 	 	 	 	 	
Total comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	63,763	 	
Exercise of employee stock options (including tax benefit of $9,702)	 	 	1,943	 	 	 	2	 	 	 	—	 	 	 	—	 	 	 	16,599	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	16,601	 	
Treasury stock acquired, 2,304 shares	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(35,006	)	 	 	(35,006	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 31, 2004	 	 	22,993	 	 	 	23	 	 	 	36,009	 	 	 	36	 	 	 	510,597	 	 	 	296	 	 	 	118,087	 	 	 	(35,006	)	 	 	594,033	 	
Comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings for the 52 weeks ended January 29, 2005	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	60,926	 	 	 	—	 	 	 	 	 	
Foreign currency translation	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	271	 	 	 	—	 	 	 	—	 	 	 	 	 	
Total comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	61,197	 	
Exercise of employee stock options (including tax benefit of $5,082)	 	 	1,196	 	 	 	1	 	 	 	—	 	 	 	—	 	 	 	14,555	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	14,556	 	
Repurchase and retirement of Class B common stock	 	 	—	 	 	 	—	 	 	 	(6,107	)	 	 	(6	)	 	 	(24,383	)	 	 	—	 	 	 	(87,392	)	 	 	—	 	 	 	(111,781	)	
Treasury stock acquired, 959 shares	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(14,994	)	 	 	(14,994	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 29, 2005	 	 	24,189	 	 	 	24	 	 	 	29,902	 	 	 	30	 	 	 	500,769	 	 	 	567	 	 	 	91,621	 	 	 	(50,000	)	 	 	543,011	 	
Comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings for the 52 weeks ended January 28, 2006	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	100,784	 	 	 	—	 	 	 	 	 	
Foreign currency translation	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	319	 	 	 	—	 	 	 	—	 	 	 	 	 	
Total comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	101,103	 	
Elimination of treasury stock	 	 	(3,263	)	 	 	(3	)	 	 	—	 	 	 	—	 	 	 	(49,997	)	 	 	—	 	 	 	—	 	 	 	50,000	 	 	 	—	 	
Issuance of stock to Electronics Boutique stockholders	 	 	20,229	 	 	 	20	 	 	 	—	 	 	 	—	 	 	 	437,124	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	437,144	 	
Restricted stock expense	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	347	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	347	 	
Exercise of employee stock options (including tax benefit of $12,308)	 	 	1,740	 	 	 	2	 	 	 	—	 	 	 	—	 	 	 	33,106	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	33,108	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 28, 2006	 	 	42,895	 	 	$	43	 	 	 	29,902	 	 	$	30	 	 	$	921,349	 	 	$	886	 	 	$	192,405	 	 	$	—	 	 	$	1,114,713	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings	 	$	100,784	 	 	$	60,926	 	 	$	63,467	 	
 	Adjustments to reconcile net earnings to net cash flows provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Depreciation and amortization (including amounts in cost of sales)	 	 	66,659	 	 	 	37,019	 	 	 	29,487	 	
 	 	Provision for inventory reserves	 	 	25,103	 	 	 	17,808	 	 	 	12,901	 	
 	 	Amortization of loan cost	 	 	1,229	 	 	 	432	 	 	 	313	 	
 	 	Amortization of original issue discount on senior notes	 	 	316	 	 	 	—	 	 	 	—	 	
 	 	Restricted stock expense	 	 	347	 	 	 	—	 	 	 	—	 	
 	 	Deferred taxes	 	 	(8,216	)	 	 	5,402	 	 	 	5,713	 	
 	 	Tax benefit realized from exercise of stock options by employees	 	 	12,308	 	 	 	5,082	 	 	 	9,702	 	
 	 	Loss on disposal and impairment of property and equipment	 	 	11,648	 	 	 	382	 	 	 	213	 	
 	 	Increase in deferred rent and other long-term liabilities for scheduled rent increases in long-term leases	 	 	3,669	 	 	 	5,349	 	 	 	338	 	
 	 	Increase in liability to landlords for tenant allowances, net	 	 	202	 	 	 	1,644	 	 	 	937	 	
 	 	Minority interest	 	 	—	 	 	 	(96	)	 	 	(298	)	
 	 	Decrease in value of foreign exchange contracts	 	 	(2,421	)	 	 	—	 	 	 	—	 	
 	 	Changes in operating assets and liabilities, net of business acquired Receivables, net	 	 	(9,995	)	 	 	(267	)	 	 	(1,954	)	
 	 	 	Merchandise inventories	 	 	(91,363	)	 	 	(10,578	)	 	 	(72,712	)	
 	 	 	Prepaid expenses and other current assets	 	 	19,484	 	 	 	(4,060	)	 	 	(4,111	)	
 	 	 	Prepaid taxes	 	 	13,610	 	 	 	9,072	 	 	 	(12,775	)	
 	 	 	Accounts payable and accrued liabilities	 	 	148,054	 	 	 	17,872	 	 	 	40,056	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	Net cash flows provided by operating activities	 	 	291,418	 	 	 	145,987	 	 	 	71,277	 	
 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchase of property and equipment	 	 	(110,696	)	 	 	(98,305	)	 	 	(64,484	)	
 	Merger with Electronics Boutique, net of cash acquired	 	 	(886,116	)	 	 	—	 	 	 	—	 	
 	Acquisition of controlling interest in Gamesworld Group Limited, net of cash received	 	 	—	 	 	 	(62	)	 	 	(3,027	)	
 	 	 	 	 	 	 	 	 	 	
 	Net cash flows used in investing activities	 	 	(996,812	)	 	 	(98,367	)	 	 	(67,511	)	
 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Issuance of senior notes payable relating to Electronics Boutique merger, net of discount	 	 	641,472	 	 	 	—	 	 	 	—	 	
 	Issuance of senior floating rate notes payable relating to Electronics Boutique merger	 	 	300,000	 	 	 	—	 	 	 	—	 	
 	Issuance of shares relating to employee stock options	 	 	20,800	 	 	 	9,474	 	 	 	6,899	 	
 	Net increase in other noncurrent assets and deferred financing fees	 	 	(13,466	)	 	 	(825	)	 	 	(522	)	
 	Purchase of treasury shares through repurchase program	 	 	—	 	 	 	(14,994	)	 	 	(35,006	)	
 	Repurchase of Class B shares	 	 	—	 	 	 	(111,781	)	 	 	—	 	
 	Issuance of debt relating to the Class B share repurchase	 	 	—	 	 	 	74,020	 	 	 	—	 	
 	Repayment of debt relating to the Class B shares	 	 	(12,173	)	 	 	(37,500	)	 	 	—	 	
 	Repayment of debt relating to pre-existing debt of Electronics Boutique	 	 	(956	)	 	 	—	 	 	 	—	 	
 	Repayment of debt of Gamesworld Group Limited	 	 	—	 	 	 	—	 	 	 	(2,296	)	
 	 	 	 	 	 	 	 	 	 	
 	Net cash flows provided by (used in) financing activities	 	 	935,677	 	 	 	(81,606	)	 	 	(30,925	)	
 	 	 	 	 	 	 	 	 	 	
 	Exchange rate effect on cash and cash equivalents	 	 	318	 	 	 	73	 	 	 	34	 	
 	 	 	 	 	 	 	 	 	 	
 	Net increase (decrease) in cash and cash equivalents	 	 	230,601	 	 	 	(33,913	)	 	 	(27,125	)	
Cash and cash equivalents at beginning of period	 	 	170,992	 	 	 	204,905	 	 	 	232,030	 	
 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	 	$	401,593	 	 	$	170,992	 	 	$	204,905	 	
 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

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Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 	 	
1.	Summary of Significant Accounting Policies	

 	Background and Basis of Presentation	
      GameStop Corp., formerly known as GSC Holdings Corp., (the “Company” or “GameStop”), is a Delaware corporation formed for the purpose of consummating the business combination (the “merger”) of GameStop Holdings Corp., formerly known as GameStop Corp. (“Historical GameStop”), and Electronics Boutique Holdings Corp. (“EB”), which was completed on October 8, 2005. The Company is the world’s largest retailer of new and used video game systems and software and personal computer entertainment software and related accessories primarily through its GameStop and EB Games trade names, web sites (gamestop.com and ebgames.com) and  Game Informer magazine. The Company’s stores, which totaled 4,490 at January 28, 2006, are located in major regional shopping malls and strip centers in the United States, Australia, Canada and Europe. The Company operates its business in four segments: United States, Australia, Canada and Europe.
      The merger of Historical GameStop and EB has been treated as a purchase business combination for accounting purposes, with Historical GameStop designated as the acquirer. Therefore, the historical financial statements of Historical GameStop became the historical financial statements of the Company. The accompanying condensed consolidated statements of operations and cash flows for the 52 weeks ended January 28, 2006 include the results of operations of EB from October 9, 2005 forward. Therefore, the Company’s operating results for the 52 weeks ended January 28, 2006 include 16 weeks of EB’s results and 52 weeks of Historical GameStop’s results. Note 2 provides summary unaudited pro forma information and details on the purchase accounting.
      Historical GameStop’s wholly-owned subsidiary Babbage’s Etc. LLC (“Babbage’s”) began operations in November 1996. In October 1999, Babbage’s was acquired by, and became a wholly-owned subsidiary of, Barnes & Noble, Inc. (“Barnes & Noble”). In June 2000, Barnes & Noble acquired Funco, Inc. (“Funco”) and thereafter, Babbage’s became a wholly-owned subsidiary of Funco. In December 2000, Funco changed its name to GameStop, Inc. Historical GameStop was incorporated under the laws of the State of Delaware in August 2001 as a holding company for GameStop, Inc. In February 2002, Historical GameStop completed a public offering of 20,764 shares of Class A common stock at $18.00 per share (the “Offering”). Upon the effective date of the Offering, Historical GameStop’s Board of Directors approved the authorization of 5,000 shares of preferred stock, 300,000 shares of Class A common stock and 100,000 shares of Class B common stock. At the same time, Historical GameStop’s common stock outstanding was converted to 36,009 shares of Class B common stock.
      Until October 2004, all of the 36,009 shares of Historical GameStop Class B common stock outstanding were held by Barnes & Noble. In October 2004, Historical GameStop’s Board of Directors authorized a repurchase of 6,107 shares of Class B common stock held by Barnes & Noble. Historical GameStop repurchased the shares at a price equal to $18.26 per share for aggregate consideration of $111,520 before costs of $261. The repurchased shares were immediately retired. On November 12, 2004, Barnes & Noble distributed to its stockholders its remaining 29,902 shares of Historical GameStop’s Class B common stock in a tax-free dividend. The Class B shares retained their super voting power of ten votes per share and were separately listed on the New York Stock Exchange under the symbol GME.B. All of the outstanding shares of Historical GameStop’s Class A common stock and Class B common stock were exchanged for the Company’s Class A common stock and Class B common stock, respectively, in the merger.
 	 	
 	Consolidation	
      The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its majority-owned subsidiary, GameStop Group Limited (formerly Gamesworld Group Limited). All significant intercompany accounts and transactions have been eliminated in consolidation. All dollar and share

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
amounts in the consolidated financial statements and notes to the consolidated financial statements are stated in thousands unless otherwise indicated.
 	 	
 	Year-End	
      The Company’s fiscal year is composed of the 52 or 53 weeks ending on the Saturday closest to the last day of January. Fiscal 2005 consisted of the 52 weeks ending on January 28, 2006. Fiscal 2004 consisted of the 52 weeks ending on January 29, 2005. Fiscal 2003 consisted of the 52 weeks ending on January 31, 2004. Fiscal 2006 will consist of the 53 weeks ending on February 3, 2007.
 	 	
 	Cash and Cash Equivalents	
      The Company considers all short-term, highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are carried at cost, which approximates market value, and consist primarily of time deposits, commercial paper and money market investment accounts.
 	 	
 	Merchandise Inventories	
      Our merchandise inventories are carried at the lower of cost or market using the average cost method. Used video game products traded in by customers are recorded as inventory at the amount of the store credit given to the customer. In valuing inventory, management is required to make assumptions regarding the necessity of reserves required to value potentially obsolete or over-valued items at the lower of cost or market. Management considers quantities on hand, recent sales, potential price protections and returns to vendors, among other factors, when making these assumptions. Inventory reserves as of January 28, 2006 and January 29, 2005 were $53,277 and $14,804, respectively.
 	 	
 	Property and Equipment	
      Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation on furniture, fixtures and equipment is computed using the straight-line method over estimated useful lives (ranging from two to eight years). Maintenance and repairs are expensed as incurred, while betterments and major remodeling costs are capitalized. Leasehold improvements are capitalized and amortized over the shorter of their estimated useful lives or the terms of the respective leases, including option periods in which the exercise of the option is reasonably assured (generally ranging from three to ten years). Costs incurred in purchasing management information systems are capitalized and included in property and equipment; these costs are amortized over their estimated useful lives from the date the systems become operational.
      The Company periodically reviews its property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. The Company assesses recoverability based on several factors, including management’s intention with respect to its stores and those stores’ projected undiscounted cash flows. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds the present value of their projected cash flows. As a result of the merger and an analysis of assets to be abandoned, the Company impaired retail store assets totaling $9,016 in its United States operating segment. Write-downs incurred by the Company through January 28, 2006 which were not related to the merger have not been material. Note 2 provides additional information concerning the merger.
 	 	
 	Goodwill	
      Goodwill, aggregating $340.0 million was recorded in the acquisition of Funco in 2000 and through the application of “push-down” accounting in accordance with SAB 54 in connection with the acquisition of

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Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Babbage’s in 1999 by a subsidiary of Barnes & Noble. Goodwill in the amount of $2.9 million was recorded in connection with the acquisition of Gamesworld Group Limited in 2003. Goodwill in the amount of $1,071.5 million was recorded in connection with the merger. Goodwill represents the excess purchase price over tangible net assets and identifiable intangible assets acquired.
      Effective February 3, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets  (“SFAS 142”). SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead evaluate goodwill for impairment on at least an annual basis. In accordance with the requirements of SFAS 142, the Company completed annual impairment tests of the goodwill attributable to its reporting unit on the first day of the fourth quarter of fiscal 2003 and fiscal 2004 and concluded that none of its goodwill was impaired. Through January 29, 2005, the Company determined that it had one reporting unit based upon the similar economic characteristics of its operations. The fair value of this reporting unit was estimated using market capitalization methodologies.
      Subsequent to the merger, the Company determined that it has four reporting units, the United States, Australia, Canada and Europe, based upon the similar economic characteristics of operations in those regions. The Company employed the services of an independent valuation specialist to assist in the allocation of goodwill resulting from the merger to the four reporting units as of October 8, 2005, the merger date. Additionally, the Company completed its annual impairment test of goodwill on the first day of the fourth quarter of fiscal 2005 and concluded that none of its goodwill was impaired. Note 7 provides additional information concerning goodwill.
 	 	
 	Revenue Recognition	
      Revenue from the sales of the Company’s products is recognized at the time of sale. The sales of used video game products are recorded at the retail price charged to the customer. Sales returns (which are not significant) are recognized at the time returns are made. Subscription and advertising revenues are recorded upon release of magazines for sale to consumers and are stated net of sales discounts. Magazine subscription revenue is recognized on a straight-line basis over the subscription period. Revenue from the sales of product replacement plans is recognized on a straight-line basis over the coverage period.
 	 	
 	Customer Liabilities	
      The Company establishes a liability upon the issuance of merchandise credits and the sale of gift cards. Revenue is subsequently recognized when the credits and gift cards are redeemed. In addition, income (“breakage”) is recognized quarterly on unused customer liabilities older than three years to the extent that the Company believes the likelihood of redemption by the customer is remote, based on historical redemption patterns. Breakage has historically been immaterial. To the extent that future redemption patterns differ from those historically experienced, there will be variations in the recorded breakage.
 	 	
 	Pre-Opening Expenses	
      All costs associated with the opening of new stores are expensed as incurred. Pre-opening expenses are included in selling, general and administrative expenses in the accompanying consolidated statements of operations.
 	 	
 	Closed Store Expenses	
      Upon a formal decision to close or relocate a store, the Company charges unrecoverable costs to expense. Such costs include the net book value of abandoned fixtures and leasehold improvements and, once the store is vacated, a provision for future lease obligations, net of expected sublease recoveries. Costs associated with store closings are included in selling, general and administrative expenses in the accompanying consolidated

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
statements of operations. Costs associated with closings of Historical GameStop stores which are directly attributable to the merger are included in merger-related expenses in the accompanying consolidated statements of operations. Note 2 provides additional information concerning stores to be closed in connection with the merger.
 	 	
 	Advertising Expenses	
      The Company expenses advertising costs for newspapers and other media when the advertising takes place. Advertising expenses for newspapers and other media during the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004, were $12,448, $8,881 and $7,044, respectively.
 	 	
 	Income Taxes	
      The Company accounts for income taxes in accordance with the provisions of Statement of Financial Accounting Standards No. 109,  Accounting for Income Taxes  (“SFAS 109”). SFAS 109 utilizes an asset and liability approach, and deferred taxes are determined based on the estimated future tax effect of differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates.
      U.S. income taxes have not been provided on remaining undistributed earnings of foreign subsidiaries as of January 28, 2006. The Company did not have undistributed earnings of foreign subsidiaries prior to the merger. The Company reinvested earnings of foreign subsidiaries in foreign operations since the merger and expects that future earnings will also be reinvested in foreign operations indefinitely.
 	 	
 	Lease Accounting	
      As previously disclosed, in fiscal 2004, the Company, similar to many other retailers, revised its method of accounting for rent expense (and related deferred rent liability) and leasehold improvements funded by landlord incentives for allowances under operating leases (tenant improvement allowances) to conform to generally accepted accounting principles (“GAAP”), as clarified by the Chief Accountant of the SEC in a February 2005 letter to the American Institute of Certified Public Accountants. For all stores opened since the beginning of fiscal 2002, the Company had calculated straight-line rent expense using the initial lease term, but was generally depreciating leasehold improvements over the shorter of their estimated useful lives or the initial lease term plus the option periods. In fiscal 2004, the Company corrected its calculation of straight-line rent expense to include the impact of escalating rents for periods in which it is reasonably assured of exercising lease options and to include in the lease term any period during which the Company is not obligated to pay rent while the store is being constructed (“rent holiday”). The Company also corrected its calculation of depreciation expense for leasehold improvements for those leases which do not include an option period. Because the effects of the correction were not material to any previous years, a non-cash, after-tax adjustment of $3,312 was made in the fourth quarter of fiscal 2004 to correct the method of accounting for rent expense (and related deferred rent liability). Of the $3,312 after-tax adjustment, $1,761 pertained to the accounting for rent holidays, $1,404 pertained to the calculation of straight-line rent expense to include the impact of escalating rents for periods in which the Company is reasonably assured of exercising lease options and $147 pertained to the calculation of depreciation expense for leasehold improvements for the small portion of leases which do not include an option period. The aggregate effect of these corrections relating to prior years was $1,929 ($948 for fiscal 2003 and $981 for years prior to fiscal 2003). The correction does not affect historical or future cash flows or the timing of payments under related leases.
 	 	
 	Foreign Currency Translation	
      GameStop has determined that the functional currencies of its foreign subsidiaries are the subsidiaries’ local currencies. The accounts of the foreign subsidiaries are translated in accordance with Statement of Financial Accounting Standards No. 52, Foreign Currency Translation.  The assets and liabilities of the

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
subsidiaries are translated at the applicable exchange rate as of the end of the balance sheet date and revenue and expenses are translated at an average rate over the period. Currency translation adjustments are recorded as a component of other comprehensive income. Transaction gains and (losses) are included in net income and amounted to $2,606, ($20) and $19 for the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004, respectively.
      The merger with Electronics Boutique has significantly increased our exposure to foreign currency fluctuations because a larger amount of our business is now transacted in foreign currencies. While Historical GameStop generally did not enter into derivative instruments with respect to foreign currency risks, Electronics Boutique routinely used forward exchange contracts and cross-currency swaps to manage currency risk and had a number of open positions designated as hedge transactions as of the merger date. The Company discontinued hedge accounting treatment for all derivative instruments acquired in connection with the merger.
      The Company follows the provisions of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities  (“SFAS 133”), as amended by Statement of Financial Accounting Standards No. 138,  Accounting for Certain Derivative Instruments and Certain Hedging Activities  (“SFAS 138”). SFAS 133 requires that all derivative instruments be recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction, and if it is, depending on the type of hedge transaction.
      The Company uses forward exchange contracts and cross-currency swaps to manage currency risk primarily related to intercompany loans denominated in non-functional currencies and certain foreign currency assets and liabilities. These forward exchange contracts and currency swaps are not designated as hedges and, therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the re-measurement of related intercompany loans and foreign currency assets and liabilities. The aggregate fair value of these forwards and swaps at January 28, 2006 was a loss of $7,083, of which $6,513 is included in accrued liabilities and the remainder is included in other long-term liabilities in the accompanying consolidated balance sheet. The Company had no forward exchange contracts and currency swaps prior to October 8, 2005.
 	 	
 	Net Earnings Per Common Share	
      Net earnings per Class A and Class B common share is presented in accordance with Statement of Financial Accounting Standards No. 128,  Earnings Per Share  (“SFAS 128”). Basic earnings per Class A and Class B common share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of the Company’s outstanding options. Diluted earnings per Class A and Class B common share is computed using the weighted average number of common and dilutive common shares outstanding during the period. Note 4 provides additional information regarding net earnings per common share.
 	 	
 	Stock Options	
      Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (“SFAS 123”), encourages but does not require companies to record compensation cost for stock based employee compensation plans at fair value. As permitted under Statement of Financial Accounting Standards No. 148,  Accounting for Stock Based Compensation — Transition and Disclosure  (“SFAS 148”), which amended SFAS 123, the Company has elected to continue to account for stock based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,  Accounting for Stock Issued to Employees , and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of the grant over

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
the amount an employee must pay to acquire the stock. Note 13 provides additional information regarding the Company’s stock option plan.
      The following table illustrates the effect on net earnings and net earnings per Class A and Class B common share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation for the options granted under its plans:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands, except per share data)	 	
Net earnings, as reported	 	$	100,784	 	 	$	60,926	 	 	$	63,467	 	
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects	 	 	6,666	 	 	 	9,405	 	 	 	7,888	 	
 	 	 	 	 	 	 	 	 	 	
Pro forma net earnings	 	$	94,118	 	 	$	51,521	 	 	$	55,579	 	
 	 	 	 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — basic, as reported	 	$	1.74	 	 	$	1.11	 	 	$	1.13	 	
 	 	 	 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — basic, pro forma	 	$	1.62	 	 	$	0.94	 	 	$	0.99	 	
 	 	 	 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — diluted, as reported	 	$	1.61	 	 	$	1.05	 	 	$	1.06	 	
 	 	 	 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — diluted, pro forma	 	$	1.51	 	 	$	0.89	 	 	$	0.93	 	
 	 	 	 	 	 	 	 	 	 	
      The weighted-average fair value of the options granted during the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004 were estimated at $8.83, $7.86 and $5.30, respectively, using the Black-Scholes option pricing model with the following assumptions:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
Volatility	 	 	57.3	%	 	 	60.1	%	 	 	61.6	%	
Risk-free interest rate	 	 	4.2	%	 	 	3.3	%	 	 	3.2	%	
Expected life (years)	 	 	6.0	 	 	 	6.0	 	 	 	6.0	 	
Expected dividend yield	 	 	0	%	 	 	0	%	 	 	0	%	
      In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment  (“SFAS 123(R)”). This Statement requires companies to expense the estimated fair value of stock options and similar equity instruments issued to employees. The fair value concepts were not changed significantly in SFAS 123(R), however, in adopting this Standard, companies must choose among alternative valuation models and amortization assumptions. The valuation model and amortization assumption the Company has used above continue to be available, and the Company intends to continue using them. SFAS 123(R) will be effective for the Company beginning with the first quarter of fiscal 2006. Transition options allow companies to choose whether to adopt prospectively, restate results to the beginning of the year, or to restate prior periods with the amounts on a basis consistent with pro forma amounts that have been included in the footnotes. The Company has chosen to adopt on the modified prospective basis.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
 	Use of Estimates	
      The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Changes in the estimates and assumptions used by management could have significant impact on the Company’s financial results. Actual results could differ from those estimates.
 	 	
 	Fair Values of Financial Instruments	
      The carrying values of cash and cash equivalents, accounts receivable, accounts payable and the note payable to Barnes & Noble reported in the accompanying consolidated balance sheets approximate fair value due to the short-term maturities of these assets. The carrying values of the senior notes payable and the senior floating rate notes payable in the accompanying consolidated balance sheets approximate fair value due to the recent issuance of these notes in connection with the merger. Foreign exchange contracts are recorded at fair market value.
 	 	
 	Guarantees	
      The Company remains contingently liable for the BC Sports Collectibles store leases assigned to Sports Collectibles Acquisition Corporation (“SCAC”). SCAC is owned by the family of James J. Kim, Chairman of EB at the time and currently one of the Company’s directors. If SCAC were to default on these lease obligations, the Company would be liable to the landlords for up to $5,400 in minimum rent and landlord charges as of January 28, 2006. Mr. Kim has entered into an indemnification agreement with EB with respect to these leases, therefore no accrual was recorded for this contingent obligation.
      The Company had bank guarantees relating to international store leases totaling $3,262 as of January 28, 2006.
 	 	
 	Vendor Concentration	
      The Company’s largest vendors are Sony Computer Entertainment of America, Microsoft Corp. and Electronic Arts, Inc., which accounted for 18%, 13% and 11%, respectively, of the Company’s new product purchases in fiscal 2005.
 	 	
 	Classifications	
      The Company includes purchasing, receiving and distribution costs in selling, general and administrative expenses, rather than cost of goods sold, in the statement of operations. For the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004 these purchasing, receiving and distribution costs amounted to $20,583, $9,203 and $9,480, respectively.
      The Company includes processing fees associated with purchases made by check and credit cards in cost of sales, rather than selling, general and administrative expenses, in the statement of operations. For the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004 these processing fees amounted to $20,905, $12,014 and $10,703, respectively.
 	 	
 	Reclassifications	
      Certain reclassifications have been made to conform the prior period data to the current year presentation.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
 	New Accounting Pronouncements	
      In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154, Accounting Changes and Error Corrections  (“SFAS 154”). This Statement defines the accounting for and reporting of a change in accounting principle. SFAS 154 will be effective for the Company beginning in fiscal 2006. The implementation of SFAS 154 is not expected to have an impact on the Company’s financial condition or results of operations.
      In October 2005, the FASB issued Statement of Financial Accounting Standard Staff Position No. 13-1, Accounting for Rental Costs Incurred During a Construction Period  (“SFAS SP 13-1”). This Statement requires that rental costs associated with ground or building operating leases that are incurred during a construction period shall be recognized as rental expense. The rental costs shall be included in income from continuing operations. SFAS SP 13-1 will be effective for the Company beginning in fiscal 2006. However, the Company previously corrected its calculation of straight-line rent expense to include in the lease term any period during which the Company is not obligated to pay rent while the store is being constructed. The implementation of SFAS SP 13-1 is not expected to have an impact on the Company’s financial condition or results of operations.
 	 	
2.	Acquisitions	
      On June 23, 2003, the Company acquired a controlling interest in Gamesworld Group Limited, an Ireland-based electronic games retailer, for approximately $3,340. Gamesworld Group Limited was subsequently renamed GameStop Group Limited. The acquisition was accounted for using the purchase method of accounting and, accordingly, the results of operations for the period subsequent to the acquisition are included in the consolidated financial statements. The excess of purchase price over the net assets acquired, in the amount of approximately $2,931, has been recorded as goodwill.
      On October 8, 2005, Historical GameStop and EB completed their previously announced merger pursuant to the Agreement and Plan of Merger, dated as of April 17, 2005 (the “Merger Agreement”). Upon the consummation of the merger, Historical GameStop and EB became wholly-owned subsidiaries of the Company. Both management and the respective Boards of Directors of EB and Historical Gamestop believed that the merger of the companies would create significant synergies in operations when the companies were integrated and would enable the Company to increase profitability as a result of combined market share.
      Under the terms of the Merger Agreement, Historical GameStop’s stockholders received one share of the Company’s Class A common stock for each share of Historical GameStop’s Class A common stock owned and one share of the Company’s Class B common stock for each share of Historical GameStop’s Class B common stock owned. Approximately 22.2 million shares of the Company’s Class A common stock were issued in exchange for all outstanding Class A common stock of Historical GameStop based on the one-for-one ratio and approximately 29.9 million shares of the Company’s Class B common stock were issued in exchange for all outstanding Class B common stock of Historical GameStop based on the one-for-one ratio. EB stockholders received $38.15 in cash and .78795 of a share of the Company’s Class A common stock for each EB share owned. In aggregate, 20.2 million shares of the Company’s Class A common stock were issued to EB stockholders at a value of approximately $437,144 (based on the closing price of $21.61 of Historical GameStop’s Class A common stock on April 15, 2005, the last trading day before the date the merger was announced). In addition, approximately $993,254 in cash was paid in consideration for (i) all outstanding common stock of EB, and (ii) all outstanding stock options of EB. Including transaction costs of $13,558 incurred by Historical GameStop, the total consideration paid was approximately $1,443,956.
      The consolidated financial statements include the results of EB from the date of acquisition. The purchase price has been allocated based on estimated fair values as of the acquisition date. The purchase price allocation is preliminary and a final determination of required purchase accounting adjustments will be made

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
upon the completion of our integration plans. The following represents the preliminary allocation of the purchase price (table in thousands):
 	 	 	 	 	 	 	
 	 	October 8,	 	
 	 	2005	 	
 	 	 	 	
Current assets	 	$	541,171	 	
Property, plant & equipment	 	 	231,172	 	
Goodwill	 	 	1,071,464	 	
Intangible assets:	 	 	 	 	
 	Point-of-sale software	 	 	3,150	 	
 	Non-compete agreements	 	 	282	 	
 	Leasehold interests	 	 	17,299	 	
 	 	 	 	
 	 	Total intangible assets	 	 	20,731	 	
Other long-term assets	 	 	38,068	 	
Current liabilities	 	 	(420,962	)	
Long-term liabilities	 	 	(37,688	)	
 	 	 	 	
 	Total purchase price	 	$	1,443,956	 	
 	 	 	 	
      In determining the purchase price allocation, management considered, among other factors, the Company’s intention to use the acquired assets. The total weighted-average amortization period for the intangible assets, excluding goodwill, is approximately four years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized, with no expected residual value. None of the goodwill is deductible for income tax purposes. Note 7 provides additional information concerning goodwill and intangible assets.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      The following table summarizes unaudited pro forma financial information assuming the merger had occurred on the first day of fiscal 2004. The unaudited pro forma financial information does not necessarily represent what would have occurred if the transaction had taken place on the date presented and should not be taken as representative of our future consolidated results of operations. We have not finalized integration plans, and accordingly, this pro forma information does not include all costs related to the merger. Management also expects to realize operating synergies. Synergies will come from reduced costs in logistics, marketing, and administration. The pro forma information does not reflect these potential expenses and synergies:
 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	
 	 	2006	 	 	2005	 	
 	 	 	 	 	 	 	
 	 	(In thousands, except	 	
 	 	per share data)	 	
Sales	 	$	4,393,890	 	 	$	3,827,685	 	
Cost of sales	 	 	3,154,928	 	 	 	2,786,554	 	
 	 	 	 	 	 	 	
 	Gross profit	 	 	1,238,962	 	 	 	1,041,131	 	
Selling, general and administrative expenses	 	 	930,767	 	 	 	788,413	 	
Depreciation and amortization	 	 	94,288	 	 	 	77,964	 	
 	 	 	 	 	 	 	
 	Operating earnings	 	 	213,907	 	 	 	174,754	 	
Interest income	 	 	(6,717	)	 	 	(1,998	)	
Interest expense	 	 	85,056	 	 	 	72,217	 	
 	 	 	 	 	 	 	
 	Earnings before income tax expense	 	 	135,568	 	 	 	104,535	 	
Income tax expense	 	 	49,482	 	 	 	38,477	 	
 	 	 	 	 	 	 	
 	Net earnings	 	$	86,086	 	 	$	66,058	 	
 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — basic	 	$	1.20	 	 	$	0.88	 	
 	 	 	 	 	 	 	
Weighted average shares of common stock — basic	 	 	71,925	 	 	 	74,891	 	
 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share — diluted	 	$	1.13	 	 	$	0.85	 	
 	 	 	 	 	 	 	
Weighted average shares of common stock — diluted	 	 	76,491	 	 	 	78,025	 	
 	 	 	 	 	 	 	
      In connection with the merger, management incurred merger-related costs and commenced integration activities which have resulted in, or will result in, involuntary employment terminations, lease terminations, disposals of property and equipment and other costs and expenses. The liability for involuntary termination benefits covers severance amounts, payroll taxes and benefit costs for approximately 680 employees, primarily in general and administrative functions in EB’s Pennsylvania corporate office and distribution center and Nevada call center, which are expected to be closed in the first half of fiscal 2006. Termination of these employees began in October 2005 and is expected to be completed by July 2006. Certain senior executives with EB received payments in the amount of $3,960 in accordance with employment contracts. The Pennsylvania corporate office and distribution center are owned facilities which are currently being marketed for sale and are classified in the accompanying balance sheet as “Assets held for sale”.
      The liability for lease terminations is associated with stores and the Nevada call center to be closed and will be paid over the remaining lease terms through 2015, if the Company is unsuccessful in negotiating lease terminations or sublease agreements. The Company began closing these stores in fiscal 2005 and intends to close the remainder of these stores in the next year. The disposals of property and equipment are related to assets of Historical GameStop which are either impaired or have been, or will be, either abandoned or

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Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
disposed of due to the merger. Certain costs associated with the disposition of these assets remain as an accrual until the assets are disposed of and the costs are paid, which is expected to occur in the next few months.
      Merger-related costs include professional fees, financing costs and other costs associated with the merger and include certain ongoing costs associated with integrating the operations of Historical GameStop and EB, including relocation costs. The Company is working to finalize integration plans which may result in additional involuntary employment terminations, lease and other contractual terminations and employee relocations. The Company will finalize integration plans and related liabilities in fiscal 2006 and management anticipates completion of all integration activities in fiscal 2006. Finalization of integration plans may result in additional liabilities which will increase goodwill.
      The following table represents the activity during the 52 weeks ended January 28, 2006 associated with merger costs and related liabilities:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	Charged to	 	 	 	 	 	 	Balance at	 	
 	 	Charged to	 	 	Costs and	 	 	Write-Offs and	 	 	Cash	 	 	End of	 	
 	 	Acquisition Costs	 	 	Expenses	 	 	Non-Cash Charges	 	 	Payments	 	 	Period	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Severance and employee related costs	 	$	17,889	 	 	$	—	 	 	$	—	 	 	$	4,984	 	 	$	12,905	 	
Lease terminations	 	 	10,641	 	 	 	—	 	 	 	—	 	 	 	584	 	 	 	10,057	 	
Disposal of property and equipment	 	 	2,494	 	 	 	10,649	 	 	 	10,649	 	 	 	—	 	 	 	2,494	 	
Merger costs, bridge financing and other	 	 	34,669	 	 	 	10,469	 	 	 	496	 	 	 	42,009	 	 	 	2,633	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	65,693	 	 	$	21,118	 	 	$	11,145	 	 	$	47,577	 	 	$	28,089	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      Severance and employment related costs totaling $493 and lease termination costs totaling $272 were charged to acquisition costs and paid for the Europe segment and merger costs totaling $41, $32 and $3 were charged to acquisition costs and paid for Europe, Canada and Australia, respectively. There are no merger-related liabilities remaining for Europe, Canada or Australia. All other merger costs and related liabilities were incurred for the U.S. segment.
 	 	
3.	Vendor Arrangements	
      The Company and approximately 75 of its vendors participate in cooperative advertising programs and other vendor marketing programs in which the vendors provide the Company with cash consideration in exchange for marketing and advertising the vendors’ products. Our accounting for cooperative advertising arrangements and other vendor marketing programs, in accordance with FASB Emerging Issues Task Force Issue 02-16 or “EITF 02-16,” results in a portion of the consideration received from our vendors reducing the product costs in inventory rather than as an offset to our marketing and advertising costs. The consideration serving as a reduction in inventory is recognized in cost of sales as inventory is sold. The amount of vendor allowances to be recorded as a reduction of inventory was determined by calculating the ratio of vendor allowances in excess of specific, incremental and identifiable advertising and promotional costs to merchandise purchases. The Company then applied this ratio to the value of inventory in determining the amount of vendor reimbursements to be recorded as a reduction to inventory reflected on the balance sheet.
      The cooperative advertising programs and other vendor marketing programs generally cover a period from a few days up to a few weeks and include items such as product catalog advertising, in-store display promotions, internet advertising, co-op print advertising, product training and promotion at the Company’s

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Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
annual store managers conference. The allowance for each event is negotiated with the vendor and requires specific performance by the Company to be earned.
      Vendor allowances received and netted against advertising expenses were $32,161, $21,913 and $20,035 in the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004, respectively. Vendor allowances received in excess of advertising expenses were recorded as a reduction of cost of sales of $74,690, $29,917 and $26,779 for the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004, respectively, less $4,150, $66 and $5,210, respectively, for the effect of the amounts deferred as a reduction in inventory.
      Because prior periods were not restated when the Company implemented EITF 02-16 at the beginning of the fiscal year ended January 31, 2004, the following table presents the 52 weeks ended January 31, 2004 on a pro forma basis as if EITF 02-16 had been implemented at the beginning of the fiscal year ended February 1, 2003:
 	 	 	 	 	 	
 	 	52 Weeks	 	
 	 	Ended	 	
 	 	January 31,	 	
 	 	2004	 	
 	 	 	 	
 	 	(In thousands,	 	
 	 	except per	 	
 	 	share data)	 	
Sales	 	$	1,578,838	 	
Cost of sales	 	 	1,142,225	 	
 	 	 	 	
 	Gross profit	 	 	436,613	 	
Selling, general and administrative expenses	 	 	299,193	 	
Depreciation and amortization	 	 	29,368	 	
 	 	 	 	
 	Operating earnings	 	 	108,052	 	
Interest income	 	 	(1,467	)	
Interest expense	 	 	663	 	
 	 	 	 	
 	Earnings before income tax expense	 	 	108,856	 	
Income tax expense	 	 	43,108	 	
 	 	 	 	
 	Net earnings	 	$	65,748	 	
 	 	 	 	
Net earnings per Class A and Class B common share — basic	 	$	1.17	 	
 	 	 	 	
Weighted average shares of common stock — basic	 	 	56,330	 	
 	 	 	 	
Net earnings per Class A and Class B common share — diluted	 	$	1.10	 	
 	 	 	 	
Weighted average shares of common stock — diluted	 	 	59,764	 	

 	 	
4.	Computation of Net Earnings per Common Share	
      The Company has two classes of common stock and computes earnings per share using the two-class method in accordance with Statement of Financial Accounting Standards No. 128,  Earnings per Share.  As discussed in Note 20, the holders of the Company’s Class A and Class B common stock have identical rights to dividends or to distributions in the event of a liquidation, dissolution or winding up of the Company.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Accordingly, the earnings per common share for the two classes of common stock are the same. A reconciliation of shares used in calculating basic and diluted net earnings per common share follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands, except per share data)	 	
Net earnings	 	$	100,784	 	 	$	60,926	 	 	$	63,467	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding	 	 	 	 	 	 	 	 	 	 	 	 	
 	Class A	 	 	28,018	 	 	 	20,683	 	 	 	20,321	 	
 	Class B	 	 	29,902	 	 	 	33,979	 	 	 	36,009	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding	 	 	57,920	 	 	 	54,662	 	 	 	56,330	 	
Dilutive effect of options and warrants on Class A common stock	 	 	4,566	 	 	 	3,134	 	 	 	3,434	 	
 	 	 	 	 	 	 	 	 	 	
Common shares and dilutive potential common shares	 	 	62,486	 	 	 	57,796	 	 	 	59,764	 	
 	 	 	 	 	 	 	 	 	 	
Net earnings per Class A and Class B common share:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	1.74	 	 	$	1.11	 	 	$	1.13	 	
 	 	 	 	 	 	 	 	 	 	
Diluted	 	$	1.61	 	 	$	1.05	 	 	$	1.06	 	
 	 	 	 	 	 	 	 	 	 	
      The following table contains information on options to purchase shares of Class A common stock which were excluded from the computation of diluted earnings per share because they were anti-dilutive:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Anti-Dilutive	 	 	Range of	 	 	 	
 	 	Shares	 	 	Exercise Prices	 	 	Expiration Dates	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands, except per share data)	 	
52 Weeks Ended January 28, 2006	 	 	120	 	 	$	35.88	 	 	 	2015	 	
52 Weeks Ended January 29, 2005	 	 	30	 	 	$	21.25	 	 	 	2012	 	
52 Weeks Ended January 31, 2004	 	 	3,831	 	 	$	18.00-$21.25	 	 	 	Through 2013	 	

5.	Receivables, Net	
      Receivables consist primarily of bankcard receivables and other receivables. Other receivables include receivables from Game Informer  magazine advertising customers, receivables from landlords for tenant allowances and receivables from vendors for merchandise returns, vendor marketing allowances and various other programs. An allowance for doubtful accounts has been recorded to reduce receivables to an amount expected to be collectible. Receivables consisted of the following:
 	 	 	 	 	 	 	 	 	
 	 	January 28,	 	 	January 29,	 	
 	 	2006	 	 	2005	 	
 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Bankcard receivables	 	$	19,017	 	 	$	5,946	 	
Other receivables	 	 	21,210	 	 	 	4,259	 	
Allowance for doubtful accounts	 	 	(1,489	)	 	 	(393	)	
 	 	 	 	 	 	 	
Total receivables, net	 	$	38,738	 	 	$	9,812	 	
 	 	 	 	 	 	 	
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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
6.	Accrued Liabilities	
      Accrued liabilities consist of the following:
 	 	 	 	 	 	 	 	 	
 	 	January 28,	 	 	January 29,	 	
 	 	2006	 	 	2005	 	
 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Customer liabilities	 	$	89,053	 	 	$	35,213	 	
Deferred revenue	 	 	40,808	 	 	 	10,497	 	
Accrued rent	 	 	13,501	 	 	 	6,090	 	
Accrued interest	 	 	19,943	 	 	 	22	 	
Employee compensation and related taxes	 	 	36,543	 	 	 	5,750	 	
Accrued merger costs and expenses (Note 2)	 	 	28,089	 	 	 	—	 	
Other taxes	 	 	20,917	 	 	 	5,129	 	
Other accrued liabilities	 	 	83,005	 	 	 	32,282	 	
 	 	 	 	 	 	 	
Total accrued liabilities	 	$	331,859	 	 	$	94,983	 	

 	 	
7.	Goodwill and Intangible Assets	
      The changes in the carrying amount of goodwill for the Company’s business segments for the 52 weeks ended January 29, 2005 and January 28, 2006 were as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	United States	 	 	Canada	 	 	Australia	 	 	Europe	 	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Balance at January 31, 2004	 	$	317,957	 	 	$	—	 	 	$	—	 	 	$	2,869	 	 	$	320,826	 	
Addition for the acquisition of Gamesworld Group Limited	 	 	—	 	 	 	—	 	 	 	—	 	 	 	62	 	 	 	62	 	
Impairment for the 52 weeks ended January 29, 2005	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 29, 2005	 	 	317,957	 	 	 	—	 	 	 	—	 	 	 	2,931	 	 	 	320,888	 	
Additional cost relating to the acquisition of Electronics Boutique	 	 	773,100	 	 	 	116,818	 	 	 	146,419	 	 	 	35,127	 	 	 	1,071,464	 	
Impairment for the 52 weeks ended January 28, 2006	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 28, 2006	 	$	1,091,057	 	 	$	116,818	 	 	$	146,419	 	 	$	38,058	 	 	$	1,392,352	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      Intangible assets consist of non-compete agreements, point-of-sale software and amounts attributed to favorable leasehold interests acquired in the merger and are included in other non-current assets in the consolidated balance sheet. The total weighted-average amortization period for the intangible assets, excluding goodwill, is approximately four years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized, with no expected residual value. Note 2 provides additional information regarding intangible assets. The deferred financing fees associated with the Company’s revolving credit facility and the senior floating rate notes and senior notes issued in connection with the financing of the merger are separately shown in the consolidated balance sheet. The deferred financing fees are being amortized over five, six and seven years to match the terms of the revolving credit facility, the senior floating rate notes and the senior notes, respectively. The changes in the carrying amount of

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
deferred financing fees and intangible assets for the 52 weeks ended January 29, 2005 and January 28, 2006 were as follows:
 	 	 	 	 	 	 	 	 	
 	 	Deferred	 	 	Intangible	 	
 	 	Financing Fees	 	 	Assets	 	
 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Balance at January 31, 2004	 	$	328	 	 	$	—	 	
Addition for revolving credit facility entered into in June 2004	 	 	670	 	 	 	—	 	
Amortization for the 52 weeks ended January 29, 2005	 	 	(432	)	 	 	—	 	
 	 	 	 	 	 	 	
Balance at January 29, 2005	 	 	566	 	 	 	—	 	
Addition for the acquisition of Electronics Boutique, including senior notes payable and senior floating rate notes payable issued and revolving credit facility entered into in October 2005	 	 	19,617	 	 	 	20,731	 	
Write-off of deferred financing fees remaining on June 2004 revolving credit facility	 	 	(393	)	 	 	—	 	
Amortization for the 52 weeks ended January 28, 2006	 	 	(1,229	)	 	 	(251	)	
 	 	 	 	 	 	 	
Balance at January 28, 2006	 	$	18,561	 	 	$	20,480	 	
 	 	 	 	 	 	 	
      The gross carrying value and accumulated amortization of deferred financing fees as of January 28, 2006 was $19,617 and $1,056, respectively. The estimated aggregate amortization expenses for deferred financing fees and other intangible assets for the next five fiscal years are approximately:
 	 	 	 	 	 	 	 	 	
 	 	Amortization	 	 	Amortization of	 	
 	 	of Deferred	 	 	Intangible	 	
Year Ended	 	Financing Fees	 	 	Assets	 	
 	 	 	 	 	 	 	
 	 	(In thousands)	 	
January 2006	 	$	3,216	 	 	$	5,150	 	
January 2007	 	 	3,216	 	 	 	4,444	 	
January 2008	 	 	3,216	 	 	 	3,582	 	
January 2009	 	 	3,216	 	 	 	2,689	 	
January 2010	 	 	2,986	 	 	 	1,796	 	
 	 	 	 	 	 	 	
 	 	$	15,850	 	 	$	17,661	 	

 	 	
8.	Debt	
      In October 2005, in connection with the merger, the Company entered into a five-year, $400,000 Credit Agreement (the “Revolver”), including a $50,000 letter of credit sub-limit, secured by the assets of the Company. The Revolver places certain restrictions on the Company and the borrower subsidiaries, including limitations on asset sales, additional liens, and the incurrence of additional indebtedness.
      The availability under the Revolver is limited to a borrowing base which allows the Company to borrow up to the lesser of (x) approximately 70% of eligible inventory and (y) 90% of the appraisal value of the inventory, in each case plus 85% of eligible credit card receivables, net of certain reserves. Letters of credit reduce the amount available to borrow by their face value. The Company’s ability to pay cash dividends, redeem options, and repurchase shares is generally prohibited, except that if availability under the Revolver is or will be after any such payment equal to or greater than 25% of the borrowing base the Company may repurchase its capital stock and pay cash dividends. In addition, in the event that credit extensions under the Revolver at any time exceed 80% of the lesser of the total commitment or the borrowing base, the Company will be subject to a fixed charge coverage ratio covenant of 1.5:1.0.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      The interest rate on the Revolver is variable and, at the Company’s option, is calculated by applying a margin of (1) 0.0% to 0.25% above the higher of the prime rate of the administrative agent or the federal funds effective rate plus 0.50% or (2) 1.25% to 1.75% above the LIBO rate. The applicable margin is determined quarterly as a function of the Company’s consolidated leverage ratio. As of January 28, 2006 the applicable margin was 0.0% for prime rate loans and 1.50% for LIBO rate loans. In addition, the Company is required to pay a commitment fee, currently 0.375%, for any unused portion of the total commitment under the Revolver.
      As of January 28, 2006, there were no borrowings outstanding under the Revolver and letters of credit outstanding totaled $2,326.
      On May 31, 2005, a subsidiary of EB completed the acquisition of Jump Ordenadores S.L.U. (“Jump”), a privately-held retailer based in Valencia, Spain. As of January 28, 2006, Jump had other third-party debt of approximately $561.
      As of January 28, 2006, the Company was in compliance with all covenants associated with its credit facilities.
      On September 28, 2005, the Company, along with GameStop, Inc. (which was then a direct wholly-owned subsidiary of Historical GameStop and is now, as a result of the merger, an indirect wholly-owned subsidiary of the Company) as co-issuer (together with the Company, the “Issuers”), completed the offering of U.S. $300,000 aggregate principal amount of Senior Floating Rate Notes due 2011 (the “Senior Floating Rate Notes”) and U.S. $650,000 aggregate principal amount of Senior Notes due 2012 (the “Senior Notes” and, together with the Senior Floating Rate Notes, the “Notes”). At such time, the gross proceeds of the offering of the Notes were placed in escrow pending approval of the merger by Historical GameStop’s and EB’s stockholders, which approval was a condition to the consummation of the merger. The offering of the Notes was conducted in a private transaction under Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and in transactions outside the United States in reliance upon Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
      The Notes were sold pursuant to a purchase agreement, dated September 21, 2005, by and among the Issuers, the subsidiary guarantors listed on Schedule I-A thereto, and Citigroup Global Markets Inc., for themselves and as representatives of the several initial purchasers listed on Schedule II thereto (the “Purchase Agreement”). A copy of the Purchase Agreement was filed as Exhibit 1.1 to Historical GameStop’s Current Report on Form 8-K, dated September 27, 2005.
      The Notes were issued under an indenture (the “Indenture”), dated September 28, 2005, by and among the Issuers, the subsidiary guarantors party thereto, and Citibank, N.A., as trustee (the “Trustee”). The Senior Floating Rate Notes were priced at 100%, bear interest at LIBOR plus 3.875% and mature on October 1, 2011. The rate of interest on the Senior Floating Rate Notes as of January 28, 2006 was 8.405% per annum. The Senior Notes were priced at 98.688%, bear interest at 8.0% per annum and mature on October 1, 2012. The Issuers will pay interest on the Senior Floating Rate Notes quarterly, in arrears, every January 1, April 1, July 1 and October 1, to holders of record on the immediately preceding December 15, March 15, June 15 and September 15, and at maturity. The first interest payment was made on the first business day following its due date of January 1, 2006. The Issuers will pay interest on the Senior Notes semi-annually, in arrears, every April 1 and October 1, commencing on April 1, 2006, to holders of record on the immediately preceding March 15 and September 15, and at maturity. A copy of the Indenture was filed as Exhibit 4.2 to Historical GameStop’s Current Report on Form 8-K, dated September 30, 2005.
      In connection with the closing of the offering, the Issuers also entered into a registration rights agreement, dated September 28, 2005, by and among the Issuers, the subsidiary guarantors listed on Schedule I-A

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
thereto, and Citigroup Global Markets Inc., for themselves and as representatives of the several initial purchasers listed on Schedule II thereto (the “Registration Rights Agreement”). The Registration Rights Agreement requires the Issuers to, among other things, (1) file a registration statement with the SEC to be used in connection with the exchange of the Notes for publicly registered notes with substantially identical terms, (2) use their reasonable best efforts to cause the registration statement to be declared effective within 210 days from the date the Notes were issued, and (3) use their commercially reasonable efforts to consummate the exchange offer with respect to the Notes within 270 days from the date the Notes were issued. In addition, under certain circumstances, including (among other things) the exchange offer not being consummated within 270 days from the date the Notes were issued, the Issuers may be required to file a shelf registration statement. A copy of the Registration Rights Agreement was filed as Exhibit 4.3 to Historical GameStop’s Current Report on Form 8-K, dated September 30, 2005. The Company intends to file a registration statement on Form S-4 in order to register new notes (the “New Notes”) with the same terms and conditions as the Notes in order to facilitate an exchange of the New Notes for the Notes. Under the terms of the indenture for the Notes, if we do not complete an offer to exchange the Notes for the New Notes by June 23, 2006, the interest rate on the Notes will increase by 25 basis points until we complete the exchange offer.
      At the scheduled meetings of Historical GameStop’s and Electronics Boutique’s stockholders held on October 6, 2005, the proposal for the business combination was approved. On October 7, 2005, the proceeds of the offering placed in escrow, minus certain fees and expenses of the initial purchasers and others, were released to the Company. Such net proceeds of the offering were used to pay the cash portion of the merger consideration paid to the stockholders of EB in connection with the merger.
      Concurrently with the consummation of the merger on October 8, 2005, EB and its direct and indirect domestic wholly-owned subsidiaries (together, the “EB Guarantors”) became subsidiaries of the Company and entered into: (1) a first supplemental indenture, dated October 8, 2005, by and among the Issuers, the EB Guarantors and the Trustee, pursuant to which the EB Guarantors assumed all the obligations of a subsidiary guarantor under the Notes and the Indenture; and (2) a joinder agreement, dated October 8, 2005, pursuant to which the EB Guarantors assumed all the obligations of a subsidiary guarantor under the Purchase Agreement and the Registration Rights Agreement.
      Under certain conditions, the Issuers may on any one or more occasions prior to maturity redeem up to 100% of the aggregate principal amount of Senior Floating Rate Notes and/or Senior Notes issued under the Indenture at redemption prices at or in excess of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date. The circumstances which would limit the percentage of the Notes which may be redeemed or which would require the Company to pay a premium in excess of 100% of the principal amount are defined in the Indenture. The Issuers may acquire Senior Floating Rate Notes and Senior Notes by means other than redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisitions do not otherwise violate the terms of the Indenture.
      Upon a Change of Control (as defined in the Indenture), the Issuers are required to offer to purchase all of the Notes then outstanding at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
      The Indenture contains affirmative and negative covenants customary for such financings, including, among other things, limitations on (1) the incurrence of additional debt, (2) restricted payments, (3) liens, (4) sale and leaseback transactions and (5) asset sales. Events of default provided for in the Indenture include, among other things, failure to pay interest or principal on the Notes, other breaches of covenants in the Indenture, and certain events of bankruptcy and insolvency.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      The Senior Notes were priced at 98.688% , resulting in a discount at the time of issue of $8,528. The discount is being amortized using the effective interest method. As of January 28, 2006, the unamortized original issue discount was $8,212.
      In October 2004, Historical GameStop issued a promissory note in favor of Barnes & Noble in the principal amount of $74,020 in connection with the repurchase of Historical GameStop’s Class B common shares held by Barnes & Noble. Payments of $37,500 and $12,173 were made in January 2005 and October 2005, respectively, as required by the promissory note, which also requires payments of $12,173 due in each of October 2006 and October 2007. The note is unsecured and bears interest at 5.5% per annum, payable when principal installments are due.
      On May 25, 2005, a subsidiary of EB closed on a 10-year, $9,450 mortgage agreement collateralized by a new 315,000 square foot distribution facility located in Sadsbury Township, Pennsylvania. Interest is fixed at a rate of 5.4% per annum. As of January 28, 2006, the outstanding principal balance under the mortgage was approximately $9,301.
      Maturities on debt, gross of the unamortized original issue discount of $8,212 on the Senior Notes, are as follows:
 	 	 	 	 	
Year Ended	 	Amount	 	
 	 	 	 	
 	 	(In thousands)	 	
January 2007	 	$	12,527	 	
January 2008	 	 	12,549	 	
January 2009	 	 	390	 	
January 2010	 	 	627	 	
January 2011	 	 	338	 	
Thereafter	 	 	957,771	 	
 	 	 	 	
 	 	$	984,202	 	

 	 	
9.	Comprehensive Income	
      Comprehensive income is net earnings, plus certain other items that are recorded directly to stockholders’ equity and consists of the following:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Net earnings	 	$	100,784	 	 	$	60,926	 	 	$	63,467	 	
Other comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Foreign currency translation adjustments	 	 	319	 	 	 	271	 	 	 	296	 	
 	 	 	 	 	 	 	 	 	 	
Total comprehensive income	 	$	101,103	 	 	$	61,197	 	 	$	63,763	 	

 	 	
10.	Leases	
      The Company leases retail stores, warehouse facilities, office space and equipment. These are generally leased under noncancelable agreements that expire at various dates through 2034 with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for both minimum and percentage rentals and require the Company to pay all insurance, taxes and other maintenance costs. Leases with step rent provisions, escalation clauses or other lease concessions are

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
accounted for on a straight-line basis over the lease term, which includes renewal option periods when the Company is reasonably assured of exercising the renewal options and includes “rent holidays” (periods in which the Company is not obligated to pay rent). The Company does not have leases with capital improvement funding. Percentage rentals are based on sales performance in excess of specified minimums at various stores.
      Approximate rental expenses under operating leases are as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Minimum	 	$	126,562	 	 	$	76,466	 	 	$	58,105	 	
Percentage rentals	 	 	8,620	 	 	 	4,471	 	 	 	7,418	 	
 	 	 	 	 	 	 	 	 	 	
 	 	$	135,182	 	 	$	80,937	 	 	$	65,523	 	
 	 	 	 	 	 	 	 	 	 	
      Future minimum annual rentals, excluding percentage rentals, required under leases that had initial, noncancelable lease terms greater than one year, as of January 28, 2006 are approximately:
 	 	 	 	 	
Year Ended	 	Amount	 	
 	 	 	 	
 	 	(In thousands)	 	
January 2007	 	$	197,128	 	
January 2008	 	 	183,076	 	
January 2009	 	 	156,223	 	
January 2010	 	 	120,540	 	
January 2011	 	 	86,014	 	
Thereafter	 	 	274,463	 	
 	 	 	 	
 	 	$	1,017,444	 	

 	 	
11.	Litigation	
      On October 19, 2004, Milton Diaz filed a complaint against a subsidiary of EB in the U.S. District Court for the Western District of New York. Mr. Diaz claims to represent a group of current and former employees to whom Electronics Boutique of America Inc. (“EBOA”) allegedly failed to pay minimum wages and overtime compensation in violation of the Fair Labor Standards Act (“FLSA”) and New York law. The plaintiff, joined by another former employee, moved to conditionally certify a group of similarly situated individuals under the FLSA and in March 2005, there was a hearing on this motion. In March 2005, plaintiffs filed a motion on behalf of current and former store managers and assistant store managers in New York to certify a class under New York wage and hour laws. In August 2005, EBOA filed a motion for summary judgment as to certain claims and renewed its request that certification of the claims be denied. On October 17, 2005, the District Court issued an Order denying plaintiffs’ request for conditional certification under the FLSA and for class certification of plaintiffs’ New York claims. Plaintiffs have requested permission from the Second Circuit Court of Appeals to appeal the District Court’s Order denying class certification of their New York claims. EBOA’s summary judgment motion was scheduled to be heard in December 2005. Before the hearing on the summary judgment motion, the parties agreed to attempt to resolve the matter without further litigation. Both the District Court and the Second Circuit have stayed their proceedings pending the parties’ settlement negotiations. We do not believe there is sufficient information to estimate the amount of the possible loss, if any, resulting from this matter.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      On February 14, 2005, and as amended, Steve Strickland, as personal representative of the Estate of Arnold Strickland, deceased, Henry Mealer, as personal representative of the Estate of Ace Mealer, deceased, and Willie Crump, as personal representative of the Estate of James Crump, deceased, filed a wrongful death lawsuit against GameStop, Sony, Take-Two Interactive, Rock Star Games and Wal-Mart (collectively, the “Defendants”) and Devin Moore in the Circuit Court of Fayette County, Alabama, alleging that Defendants’ actions in designing, manufacturing, marketing and supplying Defendant Moore with violent video games were negligent and contributed to Defendant Moore killing Arnold Strickland, Ace Mealer and James Crump. Plaintiffs are seeking damages of $600,000 under the Alabama wrongful death statute and punitive damages. GameStop and the other defendants intend to vigorously defend this action. The Defendants filed a motion to dismiss the case on various grounds, which was heard in November 2005 and was denied. The Defendants appealed the denial of the motion to dismiss and on March 24, 2006, the Alabama Supreme Court denied the Defendants’ application. Discovery is proceeding. Mr. Moore was found guilty of capital murder in a criminal trial in Alabama and was sentenced to death in August 2005. We do not believe there is sufficient information to estimate the amount of the possible loss, if any, resulting from the lawsuit.
      In the ordinary course of our business, we are from time to time subject to various other legal proceedings. We do not believe that any such other legal proceedings, individually or in the aggregate, will have a material adverse effect on our operations or financial condition.
 	 	
12.	Income Taxes	
      The provision for income tax consisted of the following:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Current tax expense (benefit):	 	 	 	 	 	 	 	 	 	 	 	 	
 	Federal	 	$	43,142	 	 	$	23,780	 	 	$	21,671	 	
 	State	 	 	3,950	 	 	 	4,355	 	 	 	4,733	 	
 	Foreign	 	 	7,954	 	 	 	(634	)	 	 	(98	)	
 	 	 	 	 	 	 	 	 	 	
 	 	 	55,046	 	 	 	27,501	 	 	 	26,306	 	
 	 	 	 	 	 	 	 	 	 	
Deferred tax expense (benefit):	 	 	 	 	 	 	 	 	 	 	 	 	
 	Federal	 	 	(7,016	)	 	 	5,228	 	 	 	4,690	 	
 	State	 	 	(1,512	)	 	 	6	 	 	 	1,023	 	
 	Foreign	 	 	312	 	 	 	168	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	(8,216	)	 	 	5,402	 	 	 	5,713	 	
 	 	 	 	 	 	 	 	 	 	
Charge in lieu of income taxes, relating to the tax effect of stock option tax deduction	 	 	12,308	 	 	 	5,082	 	 	 	9,702	 	
 	 	 	 	 	 	 	 	 	 	
Total income tax expense	 	$	59,138	 	 	$	37,985	 	 	$	41,721	 	
 	 	 	 	 	 	 	 	 	 	
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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      The components of earnings before income tax expense consisted of the following:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands)	 	
United States	 	$	142,362	 	 	$	101,961	 	 	$	105,606	 	
International	 	 	17,560	 	 	 	(3,050	)	 	 	(418	)	
 	 	 	 	 	 	 	 	 	 	
Total	 	$	159,922	 	 	$	98,911	 	 	$	105,188	 	
 	 	 	 	 	 	 	 	 	 	
      The difference in income tax provided and the amounts determined by applying the statutory rate to income before income taxes result from the following:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
Federal statutory tax rate	 	 	35.0	%	 	 	35.0	%	 	 	35.0	%	
State income taxes, net of federal effect	 	 	1.6	 	 	 	3.3	 	 	 	4.6	 	
Foreign income taxes	 	 	1.4	 	 	 	0.6	 	 	 	(0.1	)	
Other (including permanent differences)	 	 	(1.0	)	 	 	(0.5	)	 	 	0.2	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	37.0	%	 	 	38.4	%	 	 	39.7	%	
 	 	 	 	 	 	 	 	 	 	
      The Company’s effective tax rate decreased from 38.4% in the 52 weeks ended January 29, 2005 to 37.0% in the 52 weeks ended January 28, 2006 due to expenses related to the mergers and corporate restructuring.
      Differences between financial accounting principles and tax laws cause differences between the bases of certain assets and liabilities for financial reporting purposes and tax purposes. The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities under SFAS 109 and consisted of the following components:
 	 	 	 	 	 	 	 	 	 	 	
 	 	January 28,	 	 	January 29,	 	
 	 	2006	 	 	2005	 	
 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Deferred tax asset:	 	 	 	 	 	 	 	 	
 	Allowance for doubtful accounts	 	$	841	 	 	$	59	 	
 	Inventory capitalization costs	 	 	4,663	 	 	 	1,157	 	
 	Inventory obsolescence reserve	 	 	17,078	 	 	 	3,640	 	
 	Organization costs	 	 	165	 	 	 	134	 	
 	Accrued liabilities	 	 	7,740	 	 	 	1,650	 	
 	Gift certificate liability	 	 	5,351	 	 	 	1,984	 	
 	Deferred rents	 	 	9,806	 	 	 	3,438	 	
 	Deferred compensation	 	 	139	 	 	 	—	 	
 	Merger-related liabilities	 	 	11,403	 	 	 	—	 	
 	Foreign net operating losses	 	 	3,360	 	 	 	—	 	
 	Translation adjustment	 	 	931	 	 	 	—	 	
 	Accrued state taxes	 	 	(2,422	)	 	 	(213	)	
 	 	 	 	 	 	 	
 	 	Total deferred tax benefits	 	 	59,055	 	 	 	11,849	 	
 	 	 	 	 	 	 	
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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	 	 	 	 	 	 	 	 	
 	 	January 28,	 	 	January 29,	 	
 	 	2006	 	 	2005	 	
 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Deferred tax liabilities:	 	 	 	 	 	 	 	 	
Goodwill	 	 	(25,202	)	 	 	(20,131	)	
Prepaid expenses	 	 	(3,154	)	 	 	(2,626	)	
Translation adjustment	 	 	—	 	 	 	(368	)	
Fixed assets	 	 	(2,680	)	 	 	(5,119	)	
Foreign dividend	 	 	(295	)	 	 	—	 	
Accrued state taxes	 	 	1,620	 	 	 	923	 	
 	 	 	 	 	 	 	
 	Total deferred tax liabilities	 	 	(29,711	)	 	 	(27,321	)	
 	 	 	 	 	 	 	
 	Net	 	$	29,344	 	 	$	(15,472	)	
 	 	 	 	 	 	 	
Financial statements:	 	 	 	 	 	 	 	 	
Current deferred tax assets	 	$	42,282	 	 	$	5,785	 	
 	 	 	 	 	 	 	
Non-current deferred tax liabilities	 	$	(12,938	)	 	$	(21,257	)	

 	 	
13.	Stock Option Plan	
      Effective October 2005, the Company’s stockholders voted to amend the Amended and Restated 2001 Incentive Plan of Historical GameStop (the “Option Plan”) to provide for issuance under the Option Plan of the Company’s Class A common stock.
      The Option Plan provides a maximum aggregate amount of 20,000 shares of Class A common stock with respect to which options may be granted and provides for the granting of incentive stock options, non-qualified stock options, and restricted stock, which may include, without limitation, restrictions on the right to vote such shares and restrictions on the right to receive dividends on such shares. The options to purchase Class A common shares generally are issued at fair market value on the date of grant. Generally, the options vest and become exercisable ratably over a three-year period, commencing one year after the grant date, and expire ten years from issuance.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      A summary of the status of the Company’s stock options is presented below:
 	 	 	 	 	 	 	 	 	
 	 	 	 	Weighted-Average	 	
 	 	Shares	 	 	Exercise Price	 	
 	 	 	 	 	 	 	
 	 	(Thousands of shares)	 	
Balance, February 1, 2003	 	 	12,760	 	 	$	8.83	 	
 	 	 	 	 	 	 	
Granted	 	 	1,119	 	 	$	12.19	 	
Exercised	 	 	(1,943	)	 	$	3.55	 	
Forfeited	 	 	(629	)	 	$	16.55	 	
 	 	 	 	 	 	 	
Balance, January 31, 2004	 	 	11,307	 	 	$	9.63	 	
 	 	 	 	 	 	 	
Granted	 	 	1,676	 	 	$	18.40	 	
Exercised	 	 	(1,196	)	 	$	7.93	 	
Forfeited	 	 	(381	)	 	$	16.81	 	
 	 	 	 	 	 	 	
Balance, January 29, 2005	 	 	11,406	 	 	$	10.86	 	
 	 	 	 	 	 	 	
Granted	 	 	2,222	 	 	$	20.63	 	
Exercised	 	 	(1,740	)	 	$	11.95	 	
Forfeited	 	 	(432	)	 	$	19.45	 	
 	 	 	 	 	 	 	
Balance, January 28, 2006	 	 	11,456	 	 	$	12.31	 	
 	 	 	 	 	 	 	
      The following table summarizes information as of January 28, 2006 concerning outstanding and exercisable options:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Options Outstanding	 	 	Options Exercisable	 	
 	 	 	 	 	 	 	
 	 	 	 	Weighted-	 	 	Weighted-	 	 	 	 	Weighted-	 	
 	 	Number	 	 	Average	 	 	Average	 	 	Number	 	 	Average	 	
 	 	Outstanding	 	 	Remaining	 	 	Contractual	 	 	Exercisable	 	 	Exercise	 	
Range of Exercise Prices	 	(000s)	 	 	Life	 	 	Price	 	 	(000s)	 	 	Price	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
$ 3.53 - $ 4.51	 	 	4,987	 	 	 	5.32	 	 	$	4.41	 	 	 	4,987	 	 	$	4.41	 	
$11.80 - $12.71	 	 	542	 	 	 	7.18	 	 	$	11.88	 	 	 	284	 	 	$	11.85	 	
$15.10 - $16.48	 	 	166	 	 	 	8.01	 	 	$	15.62	 	 	 	77	 	 	$	15.79	 	
$18.00 - $21.25	 	 	5,641	 	 	 	7.45	 	 	$	18.85	 	 	 	2,961	 	 	$	18.09	 	
$35.88	 	 	120	 	 	 	9.62	 	 	$	35.88	 	 	 	—	 	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
$ 3.53 - $35.88	 	 	11,456	 	 	 	6.55	 	 	$	12.31	 	 	 	8,309	 	 	$	9.64	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      In September 2005, the Company granted 50 shares of restricted stock to non-employee members of its Board of Directors. The shares had a fair market value of $35.88 on the grant date and vest in equal installments over two years. During the 52 weeks ended January 28, 2006, the Company included compensation expense relating to the grant of these restricted shares in the amount of $347 in selling, general and administrative expenses in the accompanying consolidated statements of operations.
 	 	
14.	Employees’ Defined Contribution Plan	
      The Company sponsors a defined contribution plan (the “Savings Plan”) for the benefit of substantially all of its employees who meet certain eligibility requirements, primarily age and length of service. The Savings Plan allows employees to invest up to 15% of their current gross cash compensation invested on a pre-tax basis, at their option. The Company’s optional contributions to the Savings Plan are generally in amounts based upon a certain percentage of the employees’ contributions. The Company’s contributions to the Savings Plan during the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004, were $1,196, $992 and

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
$849, respectively. EB also sponsors a defined contribution plan for the benefit of substantially all of its employees who meet certain eligibility requirements, primarily age and length of service. The Company’s contributions to the EB savings plan during the 16 weeks from October 9, 2005 to January 28, 2006 were $137.
 	 	
15.	Certain Relationships and Related Transactions	
      The Company operates departments within ten bookstores operated by Barnes & Noble. The Company pays a license fee to Barnes & Noble in amounts equal to 7.0% of the gross sales of such departments. Management deems the license fee to be reasonable and based upon terms equivalent to those that would prevail in an arm’s length transaction. During the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004, these charges amounted to $857, $859 and $974, respectively.
      Until June 2005, Historical GameStop participated in Barnes & Noble’s workers’ compensation, property and general liability insurance programs. The costs incurred by Barnes & Noble under these programs were allocated to Historical GameStop based upon Historical GameStop’s total payroll expense, property and equipment, and insurance claim history. Management deemed the allocation methodology to be reasonable. During the 52 weeks ended January 28, 2006, January 29, 2005 and January 31, 2004, these allocated charges amounted to $1,726, $2,662 and $2,363, respectively. Although Historical GameStop secured its own insurance coverage, costs will likely continue to be incurred by Barnes & Noble on insurance claims which were incurred under its programs prior to June 2005 and any such costs applicable to insurance claims against Historical GameStop will be allocated to the Company.
      In July 2003, the Company purchased an airplane from a company controlled by a member of the Board of Directors. The purchase price was $9,500 and was negotiated through an independent third party following an independent appraisal.
      In October 2004, the Board of Directors of Historical GameStop authorized a repurchase of Historical GameStop Class B common stock held by Barnes & Noble. Historical GameStop repurchased 6,107 shares of Class B common stock at a price equal to $18.26 per share for aggregate consideration before expenses of $111,520. The repurchase price per share was determined by using a discount of 3.5% on the last reported trade of Historical GameStop’s Class A common stock on the New York Stock Exchange prior to the time of the transaction. Historical GameStop paid $37,500 in cash and issued a promissory note in the principal amount of $74,020, which is payable in installments over the next three years and bears interest at 5.5% per annum, payable when principal installments are due. The Company made scheduled principal payments of $37,500 and $12,173 on the promissory note in January 2005 and October 2005, respectively. Interest expense on the promissory note for the 52 weeks ended January 28, 2006 and January 29, 2005 totaled $1,785 and $1,271, respectively.
      In May 2005, we entered into an arrangement with Barnes & Noble under which www.gamestop.com is the exclusive specialty video game retailer listed on bn.com, Barnes & Noble’s e-commerce site. Under the terms of this agreement, the Company pays a fee to Barnes & Noble for sales of video game or PC entertainment products sold through bn.com. For the 52 weeks ended January 28, 2006, the fee to Barnes & Noble totaled $255.
      In connection with the merger, Historical GameStop agreed to pay the legal fees and expenses of one if its directors, Leonard Riggio, including legal fees and expenses incurred in connection with the preparation and filing of Mr. Riggio’s notification and report form under the Hart Scott Rodino Antitrust Improvements Act of 1976. The Company estimates that Mr. Riggio’s fees and expenses in connection with the merger were approximately $150.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
16.	Significant Products	
      The following table sets forth sales (in millions) by significant product category for the periods indicated:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks Ended	 	 	52 Weeks Ended	 	 	52 Weeks Ended	 	
 	 	January 28, 2006	 	 	January 29, 2005	 	 	January 31, 2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	 	Percent	 	 	 	 	Percent	 	 	 	 	Percent	 	
 	 	Sales	 	 	of Total	 	 	Sales	 	 	of Total	 	 	Sales	 	 	of Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New video game hardware	 	$	503.2	 	 	 	16.3	%	 	$	209.2	 	 	 	11.4	%	 	$	198.1	 	 	 	12.6	%	
New video game software	 	 	1,244.9	 	 	 	40.3	%	 	 	776.7	 	 	 	42.1	%	 	 	647.9	 	 	 	41.0	%	
Used video game products	 	 	808.0	 	 	 	26.1	%	 	 	511.8	 	 	 	27.8	%	 	 	403.3	 	 	 	25.5	%	
Other	 	 	535.7	 	 	 	17.3	%	 	 	345.1	 	 	 	18.7	%	 	 	329.5	 	 	 	20.9	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total	 	$	3,091.8	 	 	 	100.0	%	 	$	1,842.8	 	 	 	100.0	%	 	$	1,578.8	 	 	 	100.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      The following table sets forth gross profit (in millions) and gross profit percentages by significant product category for the periods indicated:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks Ended	 	 	52 Weeks Ended	 	 	52 Weeks Ended	 	
 	 	January 28, 2006	 	 	January 29, 2005	 	 	January 31, 2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	 	Gross	 	 	 	 	Gross	 	 	 	 	Gross	 	
 	 	Gross	 	 	Profit	 	 	Gross	 	 	Profit	 	 	Gross	 	 	Profit	 	
 	 	Profit	 	 	Percent	 	 	Profit	 	 	Percent	 	 	Profit	 	 	Percent	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross Profit:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New video game hardware	 	$	30.9	 	 	 	6.1	%	 	$	8.5	 	 	 	4.1	%	 	$	10.6	 	 	 	5.3	%	
New video game software	 	 	266.5	 	 	 	21.4	%	 	 	151.9	 	 	 	19.6	%	 	 	128.6	 	 	 	19.9	%	
Used video game products	 	 	383.0	 	 	 	47.4	%	 	 	231.6	 	 	 	45.3	%	 	 	179.3	 	 	 	44.5	%	
Other	 	 	191.6	 	 	 	35.8	%	 	 	117.3	 	 	 	34.0	%	 	 	114.4	 	 	 	34.7	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total	 	$	872.0	 	 	 	28.2	%	 	$	509.3	 	 	 	27.6	%	 	$	432.9	 	 	 	27.4	%	

 	 	
17.	Segment Information	
      Following the completion of the merger, the Company now operates its business in the following segments: United States, Canada, Australia and Europe. The Company identifies segments based on a combination of geographic areas and management responsibility. Each of the segments includes significant retail operations with all stores engaged in the sale of new and used video game systems and software and personal computer entertainment software and related accessories. Segment results for the United States include retail operations in 50 states, the District of Columbia, Guam and Puerto Rico, electronic commerce web sites under the names gamestop.com and ebgames.com and  Game Informer  magazine. Segment results for Canada include retail operations in Canada and segment results for Australia include retail operations in Australia and New Zealand. Segment results for Europe include retail operations in 11 European countries. Prior to the merger, Historical GameStop had operations in Ireland and the United Kingdom which were not material. The Company measures segment profit using operating earnings, which is defined as income from continuing operations before net interest expense and income taxes. Transactions between reportable segments consist primarily of intersegment loans and related interest.

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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      Information on segments and the reconciliation to earnings before income taxes are as follows (in millions):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	United	 	 	 	 	 	 	 	 	 	 	 	
Fiscal Year Ended January 28, 2006	 	States	 	 	Canada	 	 	Australia	 	 	Europe	 	 	Other	 	 	Consolidated	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales	 	$	2,709.8	 	 	$	111.4	 	 	$	94.4	 	 	$	176.2	 	 	$	—	 	 	$	3,091.8	 	
Depreciation and amortization	 	 	58.6	 	 	 	2.6	 	 	 	1.9	 	 	 	3.3	 	 	 	—	 	 	 	66.4	 	
Operating earnings	 	 	173.7	 	 	 	7.9	 	 	 	11.0	 	 	 	0.1	 	 	 	—	 	 	 	192.7	 	
Interest income	 	 	(4.6	)	 	 	(0.2	)	 	 	(0.3	)	 	 	(1.3	)	 	 	1.3	 	 	 	(5.1	)	
Interest expense	 	 	28.4	 	 	 	0.2	 	 	 	—	 	 	 	3.1	 	 	 	(1.3	)	 	 	30.4	 	
Earnings (loss) before income tax expense (benefit)	 	 	142.4	 	 	 	7.9	 	 	 	11.2	 	 	 	(1.6	)	 	 	—	 	 	 	159.9	 	
Goodwill	 	 	1,091.1	 	 	 	116.8	 	 	 	146.4	 	 	 	38.1	 	 	 	—	 	 	 	1,392.4	 	
Other long-lived assets	 	 	359.1	 	 	 	37.6	 	 	 	21.0	 	 	 	83.8	 	 	 	—	 	 	 	501.5	 	
Total assets	 	 	2,347.1	 	 	 	210.4	 	 	 	214.7	 	 	 	242.9	 	 	 	—	 	 	 	3,015.1	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	United	 	 	 	 	 	 	 	 	 	 	 	
Fiscal Year Ended January 29, 2005	 	States	 	 	Canada	 	Australia	 	Europe	 	 	Other	 	 	Consolidated	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales	 	$	1,818.2	 	 	$	—	 	 	$	—	 	 	$	24.6	 	 	$	—	 	 	$	1,842.8	 	
Depreciation and amortization	 	 	36.2	 	 	 	—	 	 	 	—	 	 	 	0.6	 	 	 	—	 	 	 	36.8	 	
Operating earnings (loss)	 	 	102.1	 	 	 	—	 	 	 	—	 	 	 	(3.0	)	 	 	—	 	 	 	99.1	 	
Interest income	 	 	(1.8	)	 	 	—	 	 	 	—	 	 	 	(0.1	)	 	 	—	 	 	 	(1.9	)	
Interest expense	 	 	2.0	 	 	 	—	 	 	 	—	 	 	 	0.1	 	 	 	—	 	 	 	2.1	 	
Earnings (loss) before income tax expense (benefit)	 	 	101.9	 	 	 	—	 	 	 	—	 	 	 	(3.0	)	 	 	—	 	 	 	98.9	 	
Goodwill	 	 	318.0	 	 	 	—	 	 	 	—	 	 	 	2.9	 	 	 	—	 	 	 	320.9	 	
Other long-lived assets	 	 	164.9	 	 	 	—	 	 	 	—	 	 	 	5.6	 	 	 	(0.4	)	 	 	170.1	 	
Total assets	 	 	897.5	 	 	 	—	 	 	 	—	 	 	 	18.9	 	 	 	(0.4	)	 	 	916.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	United	 	 	 	 	 	 	 	 	 	 	 	
Fiscal Year Ended January 31, 2004	 	States	 	 	Canada	 	Australia	 	Europe	 	 	Other	 	 	Consolidated	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales	 	$	1,564.0	 	 	$	—	 	 	$	—	 	 	$	14.8	 	 	$	—	 	 	$	1,578.8	 	
Depreciation and amortization	 	 	29.1	 	 	 	—	 	 	 	—	 	 	 	0.2	 	 	 	—	 	 	 	29.3	 	
Operating earnings (loss)	 	 	104.8	 	 	 	—	 	 	 	—	 	 	 	(0.4	)	 	 	—	 	 	 	104.4	 	
Interest income	 	 	(1.5	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1.5	)	
Interest expense	 	 	0.7	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	0.7	 	
Earnings (loss) before income tax expense (benefit)	 	 	105.6	 	 	 	—	 	 	 	—	 	 	 	(0.4	)	 	 	—	 	 	 	105.2	 	
Goodwill	 	 	318.0	 	 	 	—	 	 	 	—	 	 	 	2.8	 	 	 	—	 	 	 	320.8	 	
Other long-lived assets	 	 	192.8	 	 	 	—	 	 	 	—	 	 	 	3.0	 	 	 	—	 	 	 	195.8	 	
Total assets	 	 	893.6	 	 	 	—	 	 	 	—	 	 	 	12.4	 	 	 	(3.8	)	 	 	902.2	 	
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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
18.	Supplemental Cash Flow Information	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	52 Weeks	 	 	52 Weeks	 	 	52 Weeks	 	
 	 	Ended	 	 	Ended	 	 	Ended	 	
 	 	January 28,	 	 	January 29,	 	 	January 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(In thousands)	 	
Cash paid during the period for:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Interest	 	$	9,258	 	 	$	1,447	 	 	$	308	 	
 	 	 	 	 	 	 	 	 	 	
 	Income taxes	 	 	40,434	 	 	 	19,903	 	 	 	56,555	 	
 	 	 	 	 	 	 	 	 	 	
Subsidiaries acquired:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Goodwill	 	 	1,071,464	 	 	 	62	 	 	 	2,869	 	
 	Cash received in acquisition	 	 	120,696	 	 	 	—	 	 	 	252	 	
 	Net assets acquired (or liabilities assumed)	 	 	251,796	 	 	 	—	 	 	 	158	 	
 	Issuance of common shares to EB stockholders	 	 	(437,144	)	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Cash paid	 	$	1,006,812	 	 	$	62	 	 	$	3,279	 	

 	 	
19.	Repurchase of Equity Securities	
      In March 2003, the Historical GameStop Board of Directors authorized a common stock repurchase program for the purchase of up to $50,000 of Historical GameStop’s Class A common shares. Historical GameStop was authorized to repurchase shares from time to time in the open market or through privately negotiated transactions, depending on prevailing market conditions and other factors. During the 52 weeks ended January 29, 2005, Historical GameStop repurchased 959 shares at an average share price of $15.64. During the 52 weeks ended January 31, 2004, Historical GameStop repurchased 2,304 shares at an average share price of $15.19. From the inception of this repurchase program through January 29, 2005, Historical GameStop repurchased 3,263 shares at an average share price of $15.32, totaling $50,000, and, as of January 29, 2005, had no amount remaining available for purchases under this repurchase program. The repurchased shares were held in treasury until the consummation of the merger, at which time they were retired.
      In October 2004, the Board of Directors of Historical GameStop authorized a repurchase of Historical GameStop’s Class B common stock held by Barnes & Noble. Historical GameStop repurchased 6,107 shares of Class B common stock at a price equal to $18.26 per share for aggregate consideration before expenses of $111,520. The repurchased shares were immediately retired.
 	 	
20.	Shareholders’ Equity	
      The holders of Class A common stock and Class B common stock generally have identical rights except that holders of Class A common stock are entitled to one vote per share while holders of Class B common stock are entitled to ten votes per share on all matters to be voted on by stockholders. Holders of Class A common stock and Class B common stock will share in an equal amount per share in any dividend declared by the board of directors, subject to any preferential rights of any outstanding preferred stock. In the event of our liquidation, dissolution or winding up, all holders of common stock, regardless of class, are entitled to share ratably in any assets available for distribution to holders of shares of common stock after payment in full of any amounts required to be paid to holders of preferred stock.
      In connection with the merger, the Company adopted a rights agreement substantially similar to the rights agreement adopted by Historical GameStop. Under the Company’s rights agreement, one right (a “Right”) is attached to each outstanding share of the Company’s Class A common stock and Class B

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Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
common stock (together the “Common Stock”). Each Right entitles the holder to purchase from the Company one one-thousandth of a share of a series of preferred stock, designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”), at a price of $100.00 per one one-thousandth of a share. The Rights will be exercisable only if a person or group acquires 15% or more of the voting power of the Company’s outstanding Common Stock or announces a tender offer or exchange offer, the consummation of which would result in such person or group owning 15% or more of the voting power of the Company’s outstanding Common Stock.
      If a person or group acquires 15% or more of the voting power of the Company’s outstanding Common Stock, each Right will entitle a holder (other than such person or any member of such group) to purchase, at the Right’s then current exercise price, a number of shares of Common Stock having a market value of twice the exercise price of the Right. In addition, if the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold at any time after the Rights have become exercisable, each Right will entitle its holder to purchase, at the Right’s then current exercise price, a number of the acquiring company’s common shares having a market value at that time of twice the exercise price of the Right. Furthermore, at any time after a person or group acquires 15% or more of the voting power of the outstanding Common Stock of the Company but prior to the acquisition of 50% of such voting power, the Board of Directors may, at its option, exchange part or all of the Rights (other than Rights held by the acquiring person or group) at an exchange rate of one one-thousandth of a share of Series A Preferred Stock or one share of the Company’s Common Stock for each Right.
      The Company will be entitled to redeem the Rights at any time prior to the acquisition by a person or group of 15% or more of the voting power of the outstanding Common Stock of the Company, at a price of $.01 per Right. The Rights will expire on October 28, 2014.
      The Company has 5,000 shares of $.001 par value preferred stock authorized for issuance, of which 500 shares have been designated by the Board of Directors as Series A Preferred Stock and reserved for issuance upon exercise of the Rights. Each such share of Series A Preferred Stock will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such stock) and will be entitled to a preferred dividend equal to the greater of $1.00 or one thousand times any dividend declared on the Company’s Common Stock. In the event of liquidation, the holders of Series A Preferred Stock will receive a preferred liquidation payment of $1,000.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon. Each share of Series A Preferred Stock will have ten thousand votes, voting together with the Company’s Common Stock. However, in the event that dividends on the Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Series A Preferred Stock shall have the right, voting as a class, to elect two of the Company’s Directors. In the event of any merger, consolidation or other transaction in which the Company’s Common Stock is exchanged, each share of Series A Preferred Stock will be entitled to receive one thousand times the amount and type of consideration received per share of the Company’s Common Stock. At January 28, 2006 there were no shares of Series A Preferred Stock outstanding.
 	 	
21.	Consolidating Financial Statements	
      In order to finance the merger, as described in Note 8, on September 28, 2005, the Company, along with GameStop, Inc. as co-issuer, completed the offering of the Notes. The direct and indirect domestic wholly-owned subsidiaries of the Company, excluding GameStop, Inc., as co-issuer, have guaranteed the Notes on a senior unsecured basis with unconditional guarantees.
      The following condensed consolidating financial statements present the financial position as of January 28, 2006 and January 29, 2005 and results of operations and cash flows for the fiscal years ended January 28, 2006, January 29, 2005 and January 31, 2004 of the Company’s guarantor and non-guarantor subsidiaries.

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Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GAMESTOP CORP.
CONSOLIDATING BALANCE SHEET
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Issuers and	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 28,	 	 	January 28,	 	 	 	 	January 28,	 	
 	 	2006	 	 	2006	 	 	Eliminations	 	 	2006	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands, except per share amounts)	 	
ASSETS:	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents	 	$	328,923	 	 	$	72,670	 	 	$	—	 	 	$	401,593	 	
 	Receivables, net	 	 	87,039	 	 	 	12,228	 	 	 	(60,529	)	 	 	38,738	 	
 	Merchandise inventories, net	 	 	470,013	 	 	 	133,165	 	 	 	—	 	 	 	603,178	 	
 	Prepaid expenses and other current assets	 	 	11,016	 	 	 	5,323	 	 	 	—	 	 	 	16,339	 	
 	Prepaid taxes	 	 	19,601	 	 	 	(466	)	 	 	—	 	 	 	19,135	 	
 	Deferred taxes	 	 	40,890	 	 	 	1,392	 	 	 	—	 	 	 	42,282	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current assets	 	 	957,482	 	 	 	224,312	 	 	 	(60,529	)	 	 	1,121,265	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Land	 	 	2,000	 	 	 	8,257	 	 	 	—	 	 	 	10,257	 	
 	Buildings and leasehold improvements	 	 	194,069	 	 	 	68,839	 	 	 	—	 	 	 	262,908	 	
 	Fixtures and equipment	 	 	288,060	 	 	 	55,837	 	 	 	—	 	 	 	343,897	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	484,129	 	 	 	132,933	 	 	 	—	 	 	 	617,062	 	
 	Less accumulated depreciation and amortization	 	 	177,241	 	 	 	7,696	 	 	 	—	 	 	 	184,937	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Net property and equipment	 	 	306,888	 	 	 	125,237	 	 	 	—	 	 	 	432,125	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Investment	 	 	463,619	 	 	 	—	 	 	 	(463,619	)	 	 	—	 	
Goodwill, net	 	 	1,091,057	 	 	 	301,295	 	 	 	—	 	 	 	1,392,352	 	
Assets held for sale	 	 	19,297	 	 	 	—	 	 	 	—	 	 	 	19,297	 	
Deferred financing fees	 	 	18,536	 	 	 	25	 	 	 	—	 	 	 	18,561	 	
Other noncurrent assets	 	 	14,341	 	 	 	17,178	 	 	 	—	 	 	 	31,519	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total other assets	 	 	1,606,850	 	 	 	318,498	 	 	 	(463,619	)	 	 	1,461,729	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total assets	 	$	2,871,220	 	 	$	668,047	 	 	$	(524,148	)	 	$	3,015,119	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT):	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Accounts payable	 	$	435,128	 	 	$	108,160	 	 	$	—	 	 	$	543,288	 	
 	Accrued liabilities	 	 	286,505	 	 	 	105,883	 	 	 	(60,529	)	 	 	331,859	 	
 	Note payable, current portion	 	 	12,452	 	 	 	75	 	 	 	—	 	 	 	12,527	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current liabilities	 	 	734,085	 	 	 	214,118	 	 	 	(60,529	)	 	 	887,674	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred taxes	 	 	23,923	 	 	 	(10,985	)	 	 	—	 	 	 	12,938	 	
Senior notes payable, long-term portion, net	 	 	641,788	 	 	 	—	 	 	 	—	 	 	 	641,788	 	
Senior floating rate notes payable, long-term portion	 	 	300,000	 	 	 	—	 	 	 	—	 	 	 	300,000	 	
Notes payable, long-term portion	 	 	21,189	 	 	 	486	 	 	 	—	 	 	 	21,675	 	
Other long-term liabilities	 	 	35,522	 	 	 	809	 	 	 	—	 	 	 	36,331	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total long-term liabilities	 	 	1,022,422	 	 	 	(9,690	)	 	 	—	 	 	 	1,012,732	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities	 	 	1,756,507	 	 	 	204,428	 	 	 	(60,529	)	 	 	1,900,406	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ equity (deficit):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Preferred stock — authorized 5,000 shares; no shares issued or outstanding	 	 	—	 	 	 	47,313	 	 	 	(47,313	)	 	 	—	 	
 	Class A common stock — $.001 par value; authorized 300,000 shares; 42,895 shares issued and outstanding	 	 	43	 	 	 	6,938	 	 	 	(6,938	)	 	 	43	 	
 	Class B common stock — $.001 par value; authorized 100,000 shares; 29,902 shares issued and outstanding	 	 	30	 	 	 	8,197	 	 	 	(8,197	)	 	 	30	 	
 	Additional paid-in-capital	 	 	921,349	 	 	 	333,163	 	 	 	(333,163	)	 	 	921,349	 	
 	Accumulated other comprehensive income (loss)	 	 	886	 	 	 	50	 	 	 	(50	)	 	 	886	 	
 	Retained earnings	 	 	192,405	 	 	 	67,958	 	 	 	(67,958	)	 	 	192,405	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total stockholders’ equity (deficit)	 	 	1,114,713	 	 	 	463,619	 	 	 	(463,619	)	 	 	1,114,713	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities and stockholders’ equity (deficit)	 	$	2,871,220	 	 	$	668,047	 	 	$	(524,148	)	 	$	3,015,119	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GAMESTOP CORP.
CONSOLIDATING BALANCE SHEET
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Issuers and	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 29,	 	 	January 29,	 	 	 	 	January 29,	 	
 	 	2005	 	 	2005	 	 	Eliminations	 	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands, except per share amounts)	 	
ASSETS:	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents	 	$	167,788	 	 	$	3,204	 	 	$	—	 	 	$	170,992	 	
 	Receivables, net	 	 	9,516	 	 	 	296	 	 	 	—	 	 	 	9,812	 	
 	Merchandise inventories, net	 	 	210,634	 	 	 	5,662	 	 	 	—	 	 	 	216,296	 	
 	Prepaid expenses and other current assets	 	 	17,997	 	 	 	403	 	 	 	—	 	 	 	18,400	 	
 	Prepaid taxes	 	 	2,921	 	 	 	782	 	 	 	—	 	 	 	3,703	 	
 	Deferred taxes	 	 	5,785	 	 	 	—	 	 	 	—	 	 	 	5,785	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current assets	 	 	414,641	 	 	 	10,347	 	 	 	—	 	 	 	424,988	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Land	 	 	2,000	 	 	 	—	 	 	 	—	 	 	 	2,000	 	
 	Leasehold improvements	 	 	104,418	 	 	 	2,010	 	 	 	—	 	 	 	106,428	 	
 	Fixtures and equipment	 	 	180,119	 	 	 	4,417	 	 	 	—	 	 	 	184,536	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	286,537	 	 	 	6,427	 	 	 	—	 	 	 	292,964	 	
 	Less accumulated depreciation and amortization	 	 	123,791	 	 	 	774	 	 	 	—	 	 	 	124,565	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Net property and equipment	 	 	162,746	 	 	 	5,653	 	 	 	—	 	 	 	168,399	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Goodwill, net	 	 	317,957	 	 	 	2,931	 	 	 	—	 	 	 	320,888	 	
Deferred financing fees	 	 	566	 	 	 	—	 	 	 	—	 	 	 	566	 	
Other noncurrent assets	 	 	1,629	 	 	 	—	 	 	 	(487	)	 	 	1,142	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total other assets	 	 	320,152	 	 	 	2,931	 	 	 	(487	)	 	 	322,596	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total assets	 	$	897,539	 	 	$	18,931	 	 	$	(487	)	 	$	915,983	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT):	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Accounts payable	 	$	205,014	 	 	$	1,725	 	 	$	—	 	 	$	206,739	 	
 	Accrued liabilities	 	 	78,264	 	 	 	16,719	 	 	 	—	 	 	 	94,983	 	
 	Note payable, current portion	 	 	12,173	 	 	 	—	 	 	 	—	 	 	 	12,173	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current liabilities	 	 	295,451	 	 	 	18,444	 	 	 	—	 	 	 	313,895	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred taxes	 	 	21,257	 	 	 	—	 	 	 	—	 	 	 	21,257	 	
Notes payable, long-term portion	 	 	24,347	 	 	 	—	 	 	 	—	 	 	 	24,347	 	
Deferred rent and other long-term liabilities	 	 	13,473	 	 	 	—	 	 	 	—	 	 	 	13,473	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total long-term liabilities	 	 	59,077	 	 	 	—	 	 	 	—	 	 	 	59,077	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities	 	 	354,528	 	 	 	18,444	 	 	 	—	 	 	 	372,972	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ equity (deficit):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Preferred stock — authorized 5,000 shares; no shares issued or outstanding	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Class A common stock — $.001 par value; authorized 300,000 shares; 24,189 shares issued	 	 	24	 	 	 	—	 	 	 	—	 	 	 	24	 	
 	Class B common stock — $.001 par value; authorized 100,000 shares; 29,902 shares issued and outstanding	 	 	30	 	 	 	—	 	 	 	—	 	 	 	30	 	
 	Additional paid-in-capital	 	 	500,769	 	 	 	3,340	 	 	 	(3,340	)	 	 	500,769	 	
 	Accumulated other comprehensive income	 	 	567	 	 	 	(118	)	 	 	118	 	 	 	567	 	
 	Retained earnings	 	 	91,621	 	 	 	(2,735	)	 	 	2,735	 	 	 	91,621	 	
 	Treasury stock, at cost, 3,263 shares	 	 	(50,000	)	 	 	—	 	 	 	—	 	 	 	(50,000	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total stockholders’ equity (deficit)	 	 	543,011	 	 	 	487	 	 	 	(487	)	 	 	543,011	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities and stockholders’ equity (deficit)	 	$	897,539	 	 	$	18,931	 	 	$	(487	)	 	$	915,983	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
F-36

Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GAMESTOP CORP.
CONSOLIDATING STATEMENT OF OPERATIONS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Issuers and	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 28,	 	 	January 28,	 	 	 	 	January 28,	 	
For the Fiscal Year Ended January 28, 2006	 	2006	 	 	2006	 	 	Eliminations	 	 	2006	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands)	 	
Sales	 	$	2,709,786	 	 	$	381,997	 	 	$	—	 	 	$	3,091,783	 	
Cost of sales	 	 	1,927,765	 	 	 	291,988	 	 	 	—	 	 	 	2,219,753	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	782,021	 	 	 	90,009	 	 	 	—	 	 	 	872,030	 	
Selling, general and administrative expenses	 	 	536,130	 	 	 	63,213	 	 	 	—	 	 	 	599,343	 	
Depreciation and amortization	 	 	58,628	 	 	 	7,727	 	 	 	—	 	 	 	66,355	 	
Merger-related expenses	 	 	13,600	 	 	 	—	 	 	 	—	 	 	 	13,600	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Operating earnings	 	 	173,663	 	 	 	19,069	 	 	 	—	 	 	 	192,732	 	
Interest income	 	 	(9,123	)	 	 	(1,791	)	 	 	5,779	 	 	 	(5,135	)	
Interest expense	 	 	32,906	 	 	 	3,300	 	 	 	(5,779	)	 	 	30,427	 	
Merger-related interest expense	 	 	7,518	 	 	 	 	 	 	 	 	 	 	 	7,518	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Earnings (loss) before income tax expense (benefit)	 	 	142,362	 	 	 	17,560	 	 	 	—	 	 	 	159,922	 	
Income tax expense (benefit)	 	 	50,872	 	 	 	8,266	 	 	 	—	 	 	 	59,138	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings (loss)	 	$	91,490	 	 	$	9,294	 	 	$	—	 	 	$	100,784	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
GAMESTOP CORP.
CONSOLIDATING STATEMENT OF OPERATIONS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Issuers and	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 29,	 	 	January 29,	 	 	 	 	January 29,	 	
For the Fiscal Year Ended January 29, 2005	 	2005	 	 	2005	 	 	Eliminations	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands)	 	 	
Sales	 	$	1,818,158	 	 	$	24,648	 	 	$	—	 	 	$	1,842,806	 	
Cost of sales	 	 	1,314,937	 	 	 	18,569	 	 	 	—	 	 	 	1,333,506	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	503,221	 	 	 	6,079	 	 	 	—	 	 	 	509,300	 	
Selling, general and administrative expenses	 	 	364,903	 	 	 	8,461	 	 	 	—	 	 	 	373,364	 	
Depreciation and amortization	 	 	36,187	 	 	 	602	 	 	 	—	 	 	 	36,789	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Operating earnings (loss)	 	 	102,131	 	 	 	(2,984	)	 	 	—	 	 	 	99,147	 	
Interest income	 	 	(1,854	)	 	 	(65	)	 	 	—	 	 	 	(1,919	)	
Interest expense	 	 	2,024	 	 	 	131	 	 	 	—	 	 	 	2,155	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Earnings (loss) before income tax expense (benefit)	 	 	101,961	 	 	 	(3,050	)	 	 	—	 	 	 	98,911	 	
Income tax expense (benefit)	 	 	38,619	 	 	 	(634	)	 	 	—	 	 	 	37,985	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings (loss)	 	$	63,342	 	 	$	(2,416	)	 	$	—	 	 	$	60,926	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
F-37

Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GAMESTOP CORP.
CONSOLIDATING STATEMENT OF OPERATIONS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Issuers and	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 31,	 	 	January 31,	 	 	 	 	January 31,	 	
For the Fiscal Year Ended January 31, 2004	 	2004	 	 	2004	 	 	Eliminations	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands)	 	
Sales	 	$	1,564,037	 	 	$	14,801	 	 	$	—	 	 	$	1,578,838	 	
Cost of sales	 	 	1,133,996	 	 	 	11,897	 	 	 	—	 	 	 	1,145,893	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	430,041	 	 	 	2,904	 	 	 	—	 	 	 	432,945	 	
Selling, general and administrative expenses	 	 	296,146	 	 	 	3,047	 	 	 	—	 	 	 	299,193	 	
Depreciation and amortization	 	 	29,122	 	 	 	246	 	 	 	—	 	 	 	29,368	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Operating earnings (loss)	 	 	104,773	 	 	 	(389	)	 	 	—	 	 	 	104,384	 	
Interest income	 	 	(1,467	)	 	 	—	 	 	 	—	 	 	 	(1,467	)	
Interest expense	 	 	634	 	 	 	29	 	 	 	—	 	 	 	663	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Earnings (loss) before income tax expense (benefit)	 	 	105,606	 	 	 	(418	)	 	 	—	 	 	 	105,188	 	
Income tax expense (benefit)	 	 	41,820	 	 	 	(99	)	 	 	—	 	 	 	41,721	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings (loss)	 	$	63,786	 	 	$	(319	)	 	$	—	 	 	$	63,467	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
F-38

Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GAMESTOP CORP.
CONSOLIDATING STATEMENT OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Issuers and	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 28,	 	 	January 28,	 	 	 	 	January 28,	 	
For the Fiscal Year Ended January 28, 2006	 	2006	 	 	2006	 	 	Eliminations	 	2006	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands)	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings	 	 	91,490	 	 	$	9,294	 	 	$	—	 	 	$	100,784	 	
 	Adjustments to reconcile net earnings to net cash flows provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Depreciation and amortization (including amounts in cost of sales)	 	 	58,932	 	 	 	7,727	 	 	 	—	 	 	 	66,659	 	
 	 	Provision for inventory reserves	 	 	24,726	 	 	 	377	 	 	 	—	 	 	 	25,103	 	
 	 	Amortization of loan cost	 	 	1,229	 	 	 	—	 	 	 	—	 	 	 	1,229	 	
 	 	Amortization of original issue discount on senior notes	 	 	316	 	 	 	—	 	 	 	—	 	 	 	316	 	
 	 	Restricted stock expense	 	 	347	 	 	 	—	 	 	 	—	 	 	 	347	 	
 	 	Deferred taxes	 	 	(8,528	)	 	 	312	 	 	 	—	 	 	 	(8,216	)	
 	 	Tax benefit realized from exercise of stock options by employees	 	 	12,308	 	 	 	—	 	 	 	—	 	 	 	12,308	 	
 	 	Loss on disposal and impairment of property and equipment	 	 	11,648	 	 	 	—	 	 	 	—	 	 	 	11,648	 	
 	 	Increase in deferred rent and other long-term liabilities for scheduled rent increases in long-term leases	 	 	3,216	 	 	 	453	 	 	 	—	 	 	 	3,669	 	
 	 	Increase in liability to landlords for tenant allowances, net	 	 	936	 	 	 	(734	)	 	 	—	 	 	 	202	 	
 	 	Decrease in value of foreign exchange contracts	 	 	(2,421	)	 	 	—	 	 	 	—	 	 	 	(2,421	)	
 	 	Changes in operating assets and liabilities, net of business acquired	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Receivables, net	 	 	(6,728	)	 	 	(3,267	)	 	 	—	 	 	 	(9,995	)	
 	 	 	Merchandise inventories	 	 	(75,311	)	 	 	(16,052	)	 	 	—	 	 	 	(91,363	)	
 	 	 	Prepaid expenses and other current assets	 	 	19,402	 	 	 	82	 	 	 	—	 	 	 	19,484	 	
 	 	 	Prepaid taxes	 	 	18,172	 	 	 	(4,562	)	 	 	—	 	 	 	13,610	 	
 	 	 	Accounts payable and accrued liabilities	 	 	89,675	 	 	 	58,379	 	 	 	—	 	 	 	148,054	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Net cash flows provided by operating activities	 	 	239,409	 	 	 	52,009	 	 	 	—	 	 	 	291,418	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchase of property and equipment	 	 	(93,419	)	 	 	(17,277	)	 	 	—	 	 	 	(110,696	)	
 	Merger with Electronics Boutique, net of cash acquired	 	 	(920,504	)	 	 	34,388	 	 	 	—	 	 	 	(886,116	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net cash flows used in investing activities	 	 	(1,013,923	)	 	 	17,111	 	 	 	—	 	 	 	(996,812	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Issuance of senior notes payable relating to Electronics Boutique merger, net of discount	 	 	641,472	 	 	 	—	 	 	 	—	 	 	 	641,472	 	
 	Issuance of senior floating rate notes payable relating to Electronics Boutique merger	 	 	300,000	 	 	 	—	 	 	 	—	 	 	 	300,000	 	
 	Issuance of shares relating to employee stock options	 	 	20,800	 	 	 	—	 	 	 	—	 	 	 	20,800	 	
 	Net increase in other noncurrent assets and deferred financing fees	 	 	(14,450	)	 	 	984	 	 	 	—	 	 	 	(13,466	)	
 	Payment of debt relating to repurchase of Class B shares	 	 	(12,173	)	 	 	—	 	 	 	—	 	 	 	(12,173	)	
 	Payment of debt relating to pre-existing Electronics Boutique debt	 	 	—	 	 	 	(956	)	 	 	—	 	 	 	(956	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net cash flows provided by (used in) financing activities	 	 	935,649	 	 	 	28	 	 	 	—	 	 	 	935,677	 	
Exchange rate effect on cash and cash equivalents	 	 	—	 	 	 	318	 	 	 	—	 	 	 	318	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net decrease in cash and cash equivalents	 	 	161,135	 	 	 	69,466	 	 	 	—	 	 	 	230,601	 	
Cash and cash equivalents at beginning of period	 	 	167,788	 	 	 	3,204	 	 	 	—	 	 	 	170,992	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	 	 	328,923	 	 	 	72,670	 	 	 	—	 	 	 	401,593	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
F-39

Table of Contents
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GAMESTOP CORP.
CONSOLIDATING STATEMENT OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Issuers and	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 29,	 	 	January 29,	 	 	 	 	January 29,	 	
For the Fiscal Year Ended January 29, 2005	 	2005	 	 	2005	 	 	Eliminations	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands)	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings (loss)	 	$	63,342	 	 	$	(2,416	)	 	$	—	 	 	$	60,926	 	
 	Adjustments to reconcile net earnings to net cash flows provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Depreciation and amortization (including amounts in cost of sales)	 	 	36,418	 	 	 	601	 	 	 	—	 	 	 	37,019	 	
 	 	Provision for inventory reserves	 	 	17,808	 	 	 	—	 	 	 	—	 	 	 	17,808	 	
 	 	Amortization of loan cost	 	 	432	 	 	 	—	 	 	 	—	 	 	 	432	 	
 	 	Deferred taxes	 	 	5,402	 	 	 	—	 	 	 	—	 	 	 	5,402	 	
 	 	Tax benefit realized from exercise of stock options by employees	 	 	5,082	 	 	 	—	 	 	 	—	 	 	 	5,082	 	
 	 	Loss on disposal of property and equipment	 	 	382	 	 	 	—	 	 	 	—	 	 	 	382	 	
 	 	Increase in deferred rent and other long-term liabilities for scheduled rent increases in long-term leases	 	 	5,350	 	 	 	(1	)	 	 	—	 	 	 	5,349	 	
 	 	Increase in liability to landlords for tenant allowances, net	 	 	1,644	 	 	 	 	 	 	 	—	 	 	 	1,644	 	
 	 	Minority interest	 	 	—	 	 	 	(96	)	 	 	—	 	 	 	(96	)	
 	 	Changes in operating assets and liabilities, net Receivables, net	 	 	(1,122	)	 	 	855	 	 	 	—	 	 	 	(267	)	
 	 	 	Merchandise inventories	 	 	(7,964	)	 	 	(2,614	)	 	 	—	 	 	 	(10,578	)	
 	 	 	Prepaid expenses and other current assets	 	 	(3,874	)	 	 	(186	)	 	 	—	 	 	 	(4,060	)	
 	 	 	Prepaid taxes	 	 	9,734	 	 	 	(662	)	 	 	—	 	 	 	9,072	 	
 	 	 	Accounts payable and accrued liabilities	 	 	8,618	 	 	 	9,254	 	 	 	—	 	 	 	17,872	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Net cash flows provided by operating activities	 	 	141,252	 	 	 	4,735	 	 	 	—	 	 	 	145,987	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchase of property and equipment	 	 	(95,149	)	 	 	(3,156	)	 	 	—	 	 	 	(98,305	)	
 	Acquisition of controlling interest in Gamesworld Group Limited, net of cash received	 	 	 	 	 	 	(62	)	 	 	—	 	 	 	(62	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net cash flows used in investing activities	 	 	(95,149	)	 	 	(3,218	)	 	 	—	 	 	 	(98,367	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Issuance of shares relating to employee stock options	 	 	9,474	 	 	 	—	 	 	 	—	 	 	 	9,474	 	
 	Net increase in other noncurrent assets	 	 	(825	)	 	 	—	 	 	 	—	 	 	 	(825	)	
 	Purchase of treasury shares through repurchase program	 	 	(14,994	)	 	 	—	 	 	 	—	 	 	 	(14,994	)	
 	Repurchase of Class B shares	 	 	(111,781	)	 	 	—	 	 	 	—	 	 	 	(111,781	)	
 	Issuance of debt relating to the Class B share repurchase	 	 	74,020	 	 	 	—	 	 	 	—	 	 	 	74,020	 	
 	Repayment of debt relating to the Class B shares	 	 	(37,500	)	 	 	—	 	 	 	—	 	 	 	(37,500	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net cash flows provided by (used in) financing activities	 	 	(81,606	)	 	 	—	 	 	 	—	 	 	 	(81,606	)	
Exchange rate effect on cash and cash equivalents	 	 	—	 	 	 	73	 	 	 	—	 	 	 	73	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net decrease in cash and cash equivalents	 	 	(35,503	)	 	 	1,590	 	 	 	—	 	 	 	(33,913	)	
Cash and cash equivalents at beginning of period	 	 	203,291	 	 	 	1,614	 	 	 	—	 	 	 	204,905	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	 	$	167,788	 	 	$	3,204	 	 	$	—	 	 	$	170,992	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GAMESTOP CORP.
CONSOLIDATING STATEMENT OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Issuers and	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 31,	 	 	January 31,	 	 	 	 	January 31,	 	
For the Fiscal Year Ended January 31, 2004	 	2004	 	 	2004	 	 	Eliminations	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands)	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings (loss)	 	$	63,786	 	 	$	(319	)	 	$	—	 	 	$	63,467	 	
 	Adjustments to reconcile net earnings to net cash flows provided by (used in) operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Depreciation and amortization (including amounts in cost of sales)	 	 	29,241	 	 	 	246	 	 	 	—	 	 	 	29,487	 	
 	 	Provision for inventory reserves	 	 	12,901	 	 	 	—	 	 	 	—	 	 	 	12,901	 	
 	 	Amortization of loan cost	 	 	313	 	 	 	—	 	 	 	—	 	 	 	313	 	
 	 	Deferred taxes	 	 	5,713	 	 	 	—	 	 	 	—	 	 	 	5,713	 	
 	 	Tax benefit realized from exercise of stock options by employees	 	 	9,702	 	 	 	—	 	 	 	—	 	 	 	9,702	 	
 	 	Loss on disposal of property and equipment	 	 	213	 	 	 	—	 	 	 	—	 	 	 	213	 	
 	 	Increase in deferred rent and other long-term liabilities for scheduled rent increases in long-term leases	 	 	342	 	 	 	(4	)	 	 	—	 	 	 	338	 	
 	 	Increase in liability to landlords for tenant allowances, net	 	 	937	 	 	 	—	 	 	 	—	 	 	 	937	 	
 	 	Minority interest	 	 	—	 	 	 	(298	)	 	 	—	 	 	 	(298	)	
 	 	Changes in operating assets and liabilities, net Receivables, net	 	 	(1,502	)	 	 	(452	)	 	 	—	 	 	 	(1,954	)	
 	 	 	Merchandise inventories	 	 	(72,010	)	 	 	(702	)	 	 	—	 	 	 	(72,712	)	
 	 	 	Prepaid expenses and other current assets	 	 	(3,996	)	 	 	(115	)	 	 	—	 	 	 	(4,111	)	
 	 	 	Prepaid taxes	 	 	(12,656	)	 	 	(119	)	 	 	—	 	 	 	(12,775	)	
 	 	 	Accounts payable and accrued liabilities	 	 	33,340	 	 	 	6,716	 	 	 	—	 	 	 	40,056	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Net cash flows provided by (used in) operating activities	 	 	66,324	 	 	 	4,953	 	 	 	—	 	 	 	71,277	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchase of property and equipment	 	 	(63,155	)	 	 	(1,329	)	 	 	—	 	 	 	(64,484	)	
 	Acquisition of controlling interest in Gamesworld Group Limited, net of cash received	 	 	—	 	 	 	(3,027	)	 	 	—	 	 	 	(3,027	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net cash flows used in investing activities	 	 	(63,155	)	 	 	(4,356	)	 	 	—	 	 	 	(67,511	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Issuance of shares relating to employee stock options	 	 	6,899	 	 	 	—	 	 	 	—	 	 	 	6,899	 	
 	Net increase in other noncurrent assets	 	 	(3,801	)	 	 	3,279	 	 	 	—	 	 	 	(522	)	
 	Purchase of treasury shares through repurchase program	 	 	(35,006	)	 	 	—	 	 	 	—	 	 	 	(35,006	)	
 	Repayment of debt of Gamesworld Group Limited	 	 	—	 	 	 	(2,296	)	 	 	—	 	 	 	(2,296	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net cash flows provided by (used in) financing activities	 	 	(31,908	)	 	 	983	 	 	 	—	 	 	 	(30,925	)	
Exchange rate effect on cash and cash equivalents	 	 	—	 	 	 	34	 	 	 	—	 	 	 	34	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net decrease in cash and cash equivalents	 	 	(28,739	)	 	 	1,614	 	 	 	—	 	 	 	(27,125	)	
Cash and cash equivalents at beginning of period	 	 	232,030	 	 	 	—	 	 	 	—	 	 	 	232,030	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	 	$	203,291	 	 	$	1,614	 	 	$	—	 	 	$	204,905	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
22.	Unaudited Quarterly Financial Information	
      The following table sets forth certain unaudited quarterly consolidated statement of operations information for the fiscal years ended January 28, 2006 and January 29, 2005. The unaudited quarterly information includes all normal recurring adjustments that management considers necessary for a fair presentation of the information shown.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year Ended January 28, 2006	 	 	Fiscal Year Ended January 29, 2005	 	
 	 	 	 	 	 	 	
 	 	1st	 	 	2nd	 	 	3rd	 	 	4th	 	 	1st	 	 	2nd	 	 	3rd	 	 	4th	 	
 	 	Quarter	 	 	Quarter	 	 	Quarter(4)	 	 	Quarter(4)	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	(Amounts in thousands, except per share amounts)	 	 	 	 	 	
Sales	 	$	474,727	 	 	$	415,930	 	 	$	534,212	 	 	$	1,666,914	 	 	$	371,736	 	 	$	345,593	 	 	$	416,737	 	 	$	708,740	 	
Gross profit	 	 	126,037	 	 	 	128,155	 	 	 	176,720	 	 	 	441,118	 	 	 	104,642	 	 	 	106,286	 	 	 	118,959	 	 	 	179,413	 	
Operating earnings(1)	 	 	16,857	 	 	 	13,190	 	 	 	10,095	 	 	 	152,590	 	 	 	10,770	 	 	 	12,545	 	 	 	19,852	 	 	 	55,980	 	
Net earnings (loss)(2)	 	 	10,326	 	 	 	7,903	 	 	 	(2,460	)	 	 	85,015	 	 	 	6,678	 	 	 	7,672	 	 	 	12,059	 	 	 	34,517	 	
Net earnings (loss) per Class A and Class B common share — basic(3)	 	 	0.20	 	 	 	0.15	 	 	 	(0.04	)	 	 	1.17	 	 	 	0.12	 	 	 	0.14	 	 	 	0.22	 	 	 	0.68	 	
Net earnings (loss) per Class A and Class B common share — diluted(3)	 	 	0.19	 	 	 	0.14	 	 	 	(0.04	)	 	 	1.10	 	 	 	0.11	 	 	 	0.13	 	 	 	0.21	 	 	 	0.64	 	

(1) 	Includes the following pre-tax charges:	

 	• 	$2,750 in the first quarter of the fiscal year ended January 29, 2005 attributable to the California labor litigation settlement,	
 	 	 	
 	• 	$2,800 in the third quarter of the fiscal year ended January 29, 2005 attributable to the professional fees related to the spin-off by Barnes & Noble of Historical GameStop’s Class B common shares, and	
 	 	 	
 	• 	$5,373 in the fourth quarter of the fiscal year ended January 29, 2005 attributable to correcting the Company’s method of accounting for rent expense and depreciation expense on leasehold improvements for those leases that do not contain a renewal option.	

(2) 	Includes the following after-tax charges:	

 	• 	$1,708 in the first quarter of the fiscal year ended January 29, 2005 attributable to the California labor litigation settlement,	
 	 	 	
 	• 	$1,739 in the third quarter of the fiscal year ended January 29, 2005 attributable to the professional fees related to the spin-off by Barnes & Noble of Historical GameStop’s Class B common shares, and	
 	 	 	
 	• 	$3,312 in the fourth quarter of the fiscal year ended January 29, 2005 attributable to correcting the Company’s method of accounting for rent expense and depreciation expense on leasehold improvements for those leases that do not contain a renewal option.	

(3) 	Includes the following charges per basic and diluted share:	

 	• 	$0.03 per basic and diluted share in the first quarter of the fiscal year ended January 29, 2005 attributable to the California labor litigation settlement,	
 	 	 	
 	• 	$0.03 per basic and diluted share in the third quarter of the fiscal year ended January 29, 2005 attributable to the professional fees related to the spin-off by Barnes & Noble of Historical GameStop’s Class B common shares, and	
 	 	 	
 	• 	$0.07 and $0.06 per basic and diluted share, respectively, in the fourth quarter of the fiscal year ended January 29, 2005 attributable to correcting the Company’s method of accounting for rent expense and depreciation expense on leasehold improvements for those leases that do not contain a renewal option.	

(4) 	The results for the third quarter of the fiscal year ended January 28, 2006 include the results of EB from October 9, 2005, the merger date, through October 29, 2005 and include merger-related expenses of $11,329 and merger-related interest expense of $7,518. The results for the fourth quarter of the fiscal year ended January 28, 2006 include the results of EB and merger-related expenses of $2,271.	
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Electronics Boutique Holdings Corp.:
      We have audited the accompanying consolidated balance sheets of Electronics Boutique Holdings Corp. and subsidiaries 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. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Electronics Boutique Holdings Corp. and subsidiaries as of January 29, 2005 and January 31, 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended January 29, 2005, in conformity with U.S. generally accepted accounting principles.
      As discussed in note 2 to the consolidated financial statements, the Company changed its method of accounting for consideration received from a vendor in the year ended February 1, 2003.
 	 	
 	(signed) KPMG	
Philadelphia, Pennsylvania
April 7, 2005
(except for Note 16, which
is as of April 17, 2006)

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Table of Contents
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 	 	 	 	 	 	 	 	 	 	 	
 	 	January 29,	 	 	January 31,	 	
 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	
 	 	(Amounts in thousands,	 	
 	 	except per share amounts)	 	
ASSETS	
Current assets:	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents	 	$	94,345	 	 	$	97,793	 	
 	Marketable securities	 	 	80,950	 	 	 	60,175	 	
 	Accounts receivable:	 	 	 	 	 	 	 	 	
 	 	Trade and vendors	 	 	17,685	 	 	 	22,407	 	
 	 	Other	 	 	3,585	 	 	 	17,405	 	
 	Merchandise inventories	 	 	291,678	 	 	 	253,577	 	
 	Deferred tax asset	 	 	9,438	 	 	 	9,895	 	
 	Prepaid expenses and other current assets	 	 	17,955	 	 	 	16,435	 	
 	 	 	 	 	 	 	
Total current assets	 	 	515,636	 	 	 	477,687	 	
 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	
 	Building and leasehold improvements	 	 	153,883	 	 	 	122,852	 	
 	Furniture, fixtures and equipment	 	 	154,896	 	 	 	123,265	 	
 	Land	 	 	8,120	 	 	 	5,827	 	
 	Construction in progress	 	 	2,473	 	 	 	2,826	 	
 	 	 	 	 	 	 	
 	 	 	319,372	 	 	 	254,770	 	
 	Less accumulated depreciation and amortization	 	 	145,951	 	 	 	116,766	 	
 	 	 	 	 	 	 	
Net property and equipment	 	 	173,421	 	 	 	138,004	 	
Goodwill and other intangible assets, net of accumulated amortization of $1,155 and $666	 	 	16,308	 	 	 	13,662	 	
Deferred tax asset	 	 	12,433	 	 	 	10,476	 	
Other non-current assets	 	 	6,402	 	 	 	4,103	 	
 	 	 	 	 	 	 	
Total assets	 	$	724,200	 	 	$	643,932	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	
Current liabilities:	 	 	 	 	 	 	 	 	
 	Accounts payable	 	$	228,825	 	 	$	220,481	 	
 	Accrued expenses	 	 	99,939	 	 	 	75,922	 	
 	Income taxes payable	 	 	11,450	 	 	 	17,862	 	
 	 	 	 	 	 	 	
Total current liabilities	 	 	340,214	 	 	 	314,265	 	
 	Deferred rent and other long-term liabilities	 	 	32,518	 	 	 	25,687	 	
 	 	 	 	 	 	 	
Total liabilities	 	 	372,732	 	 	 	339,952	 	
 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	
 	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding at January 29, 2005 and January 31, 2004	 	 	—	 	 	 	—	 	
 	Common stock — authorized 100,000 shares; $.01 par value; 27,433 shares issued and 24,648 shares outstanding at January 29, 2005; 26,449 shares issued and 24,834 shares outstanding at January 31, 2004	 	 	274	 	 	 	264	 	
 	Treasury stock — 2,785 and 1,615 shares at January 29, 2005 and January 31, 2004, respectively, at cost	 	 	(66,132	)	 	 	(34,455	)	
 	Additional paid-in capital	 	 	206,503	 	 	 	181,204	 	
 	Accumulated other comprehensive income	 	 	6,980	 	 	 	5,411	 	
 	Retained earnings	 	 	203,843	 	 	 	151,556	 	
 	 	 	 	 	 	 	
Total stockholders’ equity	 	 	351,468	 	 	 	303,980	 	
 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	724,200	 	 	$	643,932	 	
 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

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Table of Contents
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Years Ended	 	
 	 	 	 	
 	 	January 29,	 	 	January 31,	 	 	February 1,	 	
 	 	2005	 	 	2004	 	 	2003	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands, except per	 	
 	 	share amounts)	 	
Net sales	 	$	1,983,537	 	 	$	1,588,406	 	 	$	1,309,226	 	
Management fees	 	 	5,845	 	 	 	13,375	 	 	 	7,553	 	
 	 	 	 	 	 	 	 	 	 	
Total revenues	 	 	1,989,382	 	 	 	1,601,781	 	 	 	1,316,779	 	
Cost of goods sold	 	 	1,450,205	 	 	 	1,174,429	 	 	 	971,204	 	
 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	539,177	 	 	 	427,352	 	 	 	345,575	 	
Costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Selling, general and administrative expense	 	 	422,374	 	 	 	327,260	 	 	 	266,729	 	
 	Restructuring and asset impairment reversal	 	 	—	 	 	 	—	 	 	 	(2,611	)	
 	Depreciation and amortization	 	 	37,473	 	 	 	29,211	 	 	 	23,361	 	
 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	79,330	 	 	 	70,881	 	 	 	58,096	 	
Interest income, net	 	 	2,350	 	 	 	1,751	 	 	 	1,677	 	
 	 	 	 	 	 	 	 	 	 	
Income before income tax expense and cumulative effect of change in accounting principle	 	 	81,680	 	 	 	72,632	 	 	 	59,773	 	
Income tax expense	 	 	29,393	 	 	 	26,903	 	 	 	22,373	 	
 	 	 	 	 	 	 	 	 	 	
Income before cumulative effect of change in accounting principle	 	 	52,287	 	 	 	45,729	 	 	 	37,400	 	
Cumulative effect of change in accounting principle, net of income tax expense	 	 	—	 	 	 	—	 	 	 	(4,773	)	
 	 	 	 	 	 	 	 	 	 	
Net income	 	$	52,287	 	 	$	45,729	 	 	$	32,627	 	
 	 	 	 	 	 	 	 	 	 	
Income per share before cumulative effect of change in accounting principle:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	2.16	 	 	$	1.82	 	 	$	1.44	 	
 	 	 	 	 	 	 	 	 	 	
Diluted	 	$	2.13	 	 	$	1.80	 	 	$	1.42	 	
 	 	 	 	 	 	 	 	 	 	
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	 	
 	 	 	 	 	 	 	 	 	 	
Diluted	 	$	2.13	 	 	$	1.80	 	 	$	1.24	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	24,159	 	 	 	25,114	 	 	 	25,833	 	
 	 	 	 	 	 	 	 	 	 	
Diluted	 	 	24,547	 	 	 	25,415	 	 	 	26,247	 	
 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

F-45

Table of Contents
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Other	 	 	 	 	 	
 	 	Preferred stock	 	Common stock	 	 	Treasury stock	 	 	Additional	 	 	Comprehensive	 	 	 	 	Total	 	
 	 	 	 	 	 	 	 	 	 	Paid-In	 	 	(Loss)	 	 	Retained	 	 	Stockholders’	 	
 	 	Shares	 	 	Amount	 	Shares	 	 	Amount	 	 	Shares	 	 	Amount	 	 	Capital	 	 	Income	 	 	Earnings	 	 	Equity	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands)	 	
Balance Feb. 2, 2002	 	 	—	 	 	$	—	 	 	 	25,783	 	 	$	258	 	 	 	—	 	 	$	—	 	 	$	166,312	 	 	$	(2,610	)	 	$	73,200	 	 	$	237,160	 	
Comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	32,627	 	 	 	32,627	 	
 	Foreign currency translations	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,574	 	 	 	—	 	 	 	6,574	 	
 	Hedging activities	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(5,077	)	 	 	—	 	 	 	(5,077	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	34,124	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Issuance of common stock	 	 	—	 	 	 	—	 	 	 	23	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	467	 	 	 	—	 	 	 	—	 	 	 	467	 	
 	Exercise of stock options	 	 	—	 	 	 	—	 	 	 	76	 	 	 	1	 	 	 	—	 	 	 	—	 	 	 	1,190	 	 	 	—	 	 	 	—	 	 	 	1,191	 	
 	Tax benefit from stock options exercised	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,558	 	 	 	—	 	 	 	—	 	 	 	1,558	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Feb. 1, 2003	 	 	—	 	 	 	—	 	 	 	25,882	 	 	 	259	 	 	 	—	 	 	 	—	 	 	 	169,527	 	 	 	(1,113	)	 	 	105,827	 	 	 	274,500	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	45,729	 	 	 	45,729	 	
 	Foreign currency translations	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	12,981	 	 	 	—	 	 	 	12,981	 	
 	Hedging activities	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(6,457	)	 	 	—	 	 	 	(6,457	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	52,253	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Issuance of common stock	 	 	—	 	 	 	—	 	 	 	32	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	531	 	 	 	—	 	 	 	—	 	 	 	531	 	
 	Exercise of stock options	 	 	—	 	 	 	—	 	 	 	535	 	 	 	5	 	 	 	—	 	 	 	—	 	 	 	8,590	 	 	 	—	 	 	 	—	 	 	 	8,595	 	
 	Repurchase of common stock	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,615	)	 	 	(34,455	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(34,455	)	
 	Tax benefit from stock options exercised	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,556	 	 	 	—	 	 	 	—	 	 	 	2,556	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Jan. 31, 2004	 	 	—	 	 	 	—	 	 	 	26,449	 	 	 	264	 	 	 	(1,615	)	 	 	(34,455	)	 	 	181,204	 	 	 	5,411	 	 	 	151,556	 	 	 	303,980	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	52,287	 	 	 	52,287	 	
 	Foreign currency translations	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,849	 	 	 	—	 	 	 	4,849	 	
 	Hedging activities	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(3,280	)	 	 	—	 	 	 	(3,280	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	53,856	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Issuance of common stock	 	 	—	 	 	 	—	 	 	 	31	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	710	 	 	 	—	 	 	 	—	 	 	 	710	 	
 	Exercise of stock options	 	 	—	 	 	 	—	 	 	 	953	 	 	 	10	 	 	 	—	 	 	 	—	 	 	 	18,281	 	 	 	—	 	 	 	—	 	 	 	18,291	 	
 	Repurchase of common stock	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,170	)	 	 	(31,677	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(31,677	)	
 	Other financing activities	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	164	 	 	 	—	 	 	 	—	 	 	 	164	 	
 	Tax benefit from stock options exercised	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,144	 	 	 	—	 	 	 	—	 	 	 	6,144	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Jan. 29, 2005	 	 	—	 	 	$	—	 	 	 	27,433	 	 	$	274	 	 	 	(2,785	)	 	$	(66,132	)	 	$	206,503	 	 	$	6,980	 	 	$	203,843	 	 	$	351,468	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

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Table of Contents
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Years Ended	 	
 	 	 	 	
 	 	January 29,	 	 	January 31,	 	 	February 1,	 	
 	 	2005	 	 	2004	 	 	2003	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands)	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	52,287	 	 	$	45,729	 	 	$	32,627	 	
 	Adjustments to reconcile net income to cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Depreciation of property and equipment	 	 	36,871	 	 	 	28,769	 	 	 	23,046	 	
 	Amortization of other assets	 	 	602	 	 	 	442	 	 	 	315	 	
 	Loss on disposal of property and equipment	 	 	234	 	 	 	313	 	 	 	649	 	
 	Deferred taxes	 	 	(1,134	)	 	 	1,705	 	 	 	1,284	 	
 	Foreign currency transaction loss (gain)	 	 	509	 	 	 	597	 	 	 	(537	)	
 	Management fee amortization from termination agreement	 	 	(5,845	)	 	 	(4,660	)	 	 	—	 	
 	Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Accounts receivable	 	 	18,858	 	 	 	(12,070	)	 	 	(2,133	)	
 	 	Merchandise inventories	 	 	(33,482	)	 	 	(17,537	)	 	 	(74,831	)	
 	 	Prepaid expenses	 	 	(1,247	)	 	 	(6,635	)	 	 	(1,567	)	
 	 	Other non-current assets	 	 	(4,682	)	 	 	1,188	 	 	 	(1,594	)	
 	 	Accounts payable	 	 	4,944	 	 	 	39,266	 	 	 	36,335	 	
 	 	Accrued expenses	 	 	24,497	 	 	 	25,087	 	 	 	8,298	 	
 	 	Income taxes payable	 	 	(1,191	)	 	 	1,451	 	 	 	6,087	 	
 	 	Deferred rent and other long-term liabilities	 	 	11,174	 	 	 	(40	)	 	 	1,859	 	
 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	 	 	102,395	 	 	 	103,605	 	 	 	29,838	 	
 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchases of property and equipment	 	 	(75,119	)	 	 	(45,905	)	 	 	(38,502	)	
 	Proceeds from disposition of assets	 	 	5,539	 	 	 	135	 	 	 	2,544	 	
 	Proceeds from sales of marketable securities	 	 	152,750	 	 	 	322,820	 	 	 	197,300	 	
 	Purchases of marketable securities	 	 	(173,525	)	 	 	(334,070	)	 	 	(150,350	)	
 	Businesses acquired, net of cash	 	 	—	 	 	 	(111	)	 	 	(1,552	)	
 	 	 	 	 	 	 	 	 	 	
Net cash (used in) provided by investing activities	 	 	(90,355	)	 	 	(57,131	)	 	 	9,440	 	
 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Proceeds from exercise of stock options	 	 	18,291	 	 	 	8,595	 	 	 	1,191	 	
 	Repurchase of common stock	 	 	(31,677	)	 	 	(34,455	)	 	 	—	 	
 	Repayments of long-term debt	 	 	—	 	 	 	—	 	 	 	(506	)	
 	Proceeds from issuance of common stock	 	 	710	 	 	 	531	 	 	 	467	 	
 	Other financing activities	 	 	164	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Net cash (used in) provided by financing activities	 	 	(12,512	)	 	 	(25,329	)	 	 	1,152	 	
 	 	 	 	 	 	 	 	 	 	
Effects of exchange rates on cash	 	 	(2,976	)	 	 	3,700	 	 	 	1,870	 	
 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	 	(3,448	)	 	 	24,845	 	 	 	42,300	 	
Cash and cash equivalents, beginning of year	 	 	97,793	 	 	 	72,948	 	 	 	30,648	 	
 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of year	 	$	94,345	 	 	$	97,793	 	 	$	72,948	 	
 	 	 	 	 	 	 	 	 	 	
Supplemental disclosures of cash flow information:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash paid during the year for:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Interest	 	$	52	 	 	$	16	 	 	$	31	 	
 	Income taxes	 	 	30,515	 	 	 	23,301	 	 	 	13,469	 	
See accompanying notes to consolidated financial statements.

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Table of Contents
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 	 	
(1)	ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	

 	Description of Business	
      Electronics Boutique Holdings Corp. (collectively with its subsidiaries, the “Company”) is the leading global specialty retailer of video game hardware and software, PC entertainment software, pre-played video games and related accessories and products. The Company operates in only one business segment, as substantially all of its revenues, net income and assets are derived from these primary products.
      The Company had 1,977, 1,528 and 1,145 operating retail stores throughout the United States, Australia, Canada, Denmark, Germany, Italy, New Zealand, Norway, Puerto Rico, South Korea and Sweden at January 29, 2005, January 31, 2004 and February 1, 2003, respectively. Total revenues from the Company’s United States, Canada and other foreign operations were 71%, 11% and 18%, respectively in fiscal 2005, 75%, 10% and 15%, respectively in fiscal 2004 and 81%, 9% and 10%, respectively in fiscal 2003. Long-lived assets located in the United States, Canada and other foreign countries were 67%, 13% and 20%, respectively for the fiscal year ended January 29, 2005 and 71%, 14% and 15%, respectively for the fiscal year ended January 31, 2004. The Company is subject to the risks inherent in conducting business across national boundaries. The Company also operates a mail order business and sells its products via the Internet. Approximately 36%, 38% and 39% of fiscal 2005, fiscal 2004 and fiscal 2003 gross purchases, respectively, were made from its three largest vendors. The Company is highly dependent on the introduction by its vendors of new and enhanced video game and PC hardware and software.
 	 	
 	Fiscal Year-End	
      The Company’s fiscal year ends on the Saturday nearest January 31.
 	 	
 	Principles of Consolidation	
      The consolidated financial statements include the financial position and results of operations of Electronics Boutique Holding Corp. and its subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Certain amounts have been reclassified to conform to the current presentation.
 	 	
 	Revenue Recognition	
      Retail sales are recognized as revenue at the point of sale. Mail order and Internet sales are recognized as revenue upon delivery to and acceptance by the customer. Warranty revenue is amortized over the life of the warranty. Loyalty card revenue is amortized over the life of the card. Magazine subscription revenue is recognized over the life of the subscription. Management fees are recognized in the period that related services are provided. Sales are recorded net of estimated amounts for sales returns and other allowances. Shipping and handling fee income from the Company’s mail order and Internet operations is recognized as net sales. The Company records shipping and handling costs in cost of goods sold.
 	 	
 	Cost of Goods Sold	
      Cost of goods sold includes the following: cost of merchandise purchased, freight expense, purchase discounts, vendor advertising allowances in excess of incremental related advertising expenses, volume

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
purchase rebates and inventory shrinkage expense. The Company’s gross margins may not be comparable to those of other retailers or companies in general due to the items the Company includes in cost of goods sold.
 	 	
 	Selling, General and Administrative Expense	
      Selling, general and administrative expense includes the following: retail store operating costs, distribution center operating costs, marketing and promotional expenses net of vendor reimbursements for these expenses and corporate operating expenses.
 	 	
 	Vendor Programs	
      The Company receives vendor allowances for certain advertising and promotional events offered to a majority of its vendors. These events generally cover a period from a few days up to thirty days and include items such as product catalog advertising, in-store display promotions, Internet advertising, co-op print advertising, product training and promotion at the Company’s trade show and inclusion in its vendor-of-the-month program. The allowance for each event is negotiated with the vendor and requires specific performance by the Company to be earned. Due to the fact that the Company must complete the required marketing and merchandising initiatives prior to earning the allowance, the Company records the allowance in its financial statements in the same period that it completes its responsibilities under each event agreement. When an event starts in one period and ends in a subsequent period, the Company prorates the allowance over the appropriate periods.
      In fiscal 2003, the Company adopted Emerging Issues Task Force (EITF) Issue 02-16, “Accounting by a Customer (Including a Reseller) for Cash Consideration Received from a Vendor,” effective as of the beginning of fiscal 2003. In accordance with the provisions of Issue 02-16, vendor advertising allowances that exceed specific, incremental and identifiable costs incurred in relation to the advertising and promotional events offered by the Company to its vendors are classified as a reduction in the purchase price of merchandise. See Note 2, “Change in Accounting Principle” for further discussion.
      The Company received vendor allowances totaling $70.7 million, $64.0 million and $54.1 million in fiscal 2005, fiscal 2004 and fiscal 2003, respectively. Advertising expenses, excluding the vendor allowances, were $26.5 million, $16.8 million and $11.3 million in fiscal 2005, fiscal 2004 and fiscal 2003, respectively.
      The Company believes that its advertising programs are effective and generate customer interest and traffic to its retail stores and Internet site. It is unlikely that the Company would continue to incur the same level of advertising expense without this vendor support. The Company believes that revenues would be adversely affected by a reduction in vendor allowances, but is unable to specifically quantify the impact.
 	 	
 	Cash and Cash Equivalents	
      The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of January 29, 2005, the Company had $3.3 million in short-term restricted cash that was recorded as other current assets and $1.4 million of long-term restricted cash that was recorded as other non-current assets on the consolidated balance sheet. As of January 31, 2004, the Company had $4.3 million in restricted cash that was recorded as other current assets on the consolidated balance sheet. Restricted cash represents funds held as security against certain European vendor and landlord liabilities .
 	 	
 	Marketable Securities	
      The Company invests in auction rate securities as part of its cash management strategy. The Company concluded that it is appropriate to classify its holdings of auction rate securities as marketable securities. Previously, such investments had been classified as cash and cash equivalents. Accordingly, the Company has revised its classification to report these securities as marketable securities in its prior year financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
This reclassification resulted in a decrease to “Cash and cash equivalents” and an increase to “Marketable securities” of $60.2 million on the Company’s January 31, 2004 consolidated balance sheet. The Company has also made corresponding adjustments to its consolidated statements of cash flows to reflect the gross purchases and sales of these securities as investing activities rather than as a component of cash and cash equivalents. These adjustments resulted in a decrease of $11.3 million for fiscal 2004 and an increase of $47.0 million for fiscal 2003 to “Net cash (used in) provided by investing activities” on the Company’s consolidated statements of cash flows. This change in classification does not affect previously reported cash flows from operations in the Company’s consolidated statements of cash flows or its previously reported consolidated statements of income for any period. As of January 29, 2005 and January 31, 2004, the Company held $81.0 million and $60.2 million, respectively, of these auction rate securities.
      The Company classifies its investments in marketable securities with readily determinable fair values as investments available-for-sale in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. The Company has classified all investments as available-for-sale. Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive income in stockholders’ equity until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method.
 	 	
 	Merchandise Inventories	
      Merchandise is valued at the lower of cost or market. Cost is determined principally by a weighted-average method.
 	 	
 	Property and Equipment	
      Property and equipment is recorded at cost and depreciated or amortized over the estimated useful life of the asset using the straight-line method. The estimated useful lives are as follows:
 	 	 	 	 	
Leasehold improvements	 	 	Lesser of 10 years or the lease term	 	
Furniture and fixtures	 	 	5 years	 	
Computer equipment	 	 	3 years	 	
Buildings	 	 	30 years	 	
      The Company capitalizes significant costs to acquire management information systems software and significant costs of system improvements. Computer software costs are amortized over estimated useful lives of three to five years.
 	 	
 	Deferred Revenue	
      Amounts received under the Company’s pre-sell program are recorded as a liability. Revenue is recognized when the customer receives the related product.
 	 	
 	Gift Certificates	
      The Company records gift certificate sales as a current liability until the gift certificates are redeemed by the customer. The liability is relieved when a gift certificate is used by the customer to make a purchase.
 	 	
 	Goodwill and Other Intangible Assets	
      In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Standards (SFAS) No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires that intangible assets acquired in a purchase method business combination

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
must meet certain criteria to be recognized and reported apart from goodwill and should be used for all business combinations initiated after June 30, 2001. SFAS No. 142 states that goodwill and intangible assets with indefinite useful lives will no longer be amortized, but instead be tested for impairment at least annually. See Note 14, “Goodwill and Other Intangible Assets”, for disclosures required by SFAS No. 142.
 	 	
 	Other Assets	
      Other assets consist principally of life insurance programs for certain key executives, long-term restricted cash and security deposits.
 	 	
 	Guarantees	
      The Company remains contingently liable for 21 of the BC Sports Collectibles store leases assigned to Sports Collectibles Acquisition Corporation (“SCAC”) which are discussed further in Note 7. Mr. Kim has entered into an indemnification agreement with the Company with respect to these leases. If SCAC were to default on these lease obligations, the Company would be liable to the landlords for up to $8 million in minimum rent and landlord charges as of January 29, 2005. Due to Mr. Kim’s agreement to indemnify the Company for any costs arising from the BC Sports Collectibles leases, no accrual was recorded for this potential liability. See Note 7, “Related Party Transactions,” for more details on the BC Sports Collectibles sale.
 	 	
 	Leasing Expense	
      The Company recognizes lease expense on a straight-line basis starting on the date the Company takes possession of the location through the end of the lease commitment. The difference between lease expense recognized and actual payments made is included in deferred rent on the consolidated balance sheet.
      In February 2005, the Company initiated a review of its lease-related accounting methods for rent holidays (the period prior to the store opening when the Company pays reduced or no rent) and for recognizing tenant improvement allowances. Previously, the Company started recording rent expense at the time of a new store opening. The Company now records rent expense at the time it takes possession of a location, which occurs up to two months prior to the store opening. The Company determined that corrections resulting from this error were immaterial to prior period results. The Company 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 fiscal 2005.
      The Company recognizes tenant improvement allowances as deferred rent to be amortized as a reduction in rent expense over the life of the related leases. Previously, the Company recognized such tenant improvement allowances as a reduction of related leasehold improvements and amortized the allowances over the shorter of the useful life of those assets or the initial lease term. The reclassification of tenant allowances resulted in a decrease to “Selling, general and administrative expense” and an increase to “Depreciation and amortization” of $1.3 million and $0.8 million on the Company’s consolidated statements of income for fiscal 2004 and fiscal 2003, respectively. Additionally, the reclassification of tenant allowances resulted in an increase to “Net property and equipment” and “Deferred rent and other long-term liabilities” of $7.6 million on the Company’s January 31, 2004 consolidated balance sheet. On the Company’s consolidated statement of cash flows, the reclassification of tenant allowances resulted in an increase to “Net cash provided by operating activities” and an increase to “Net cash used in investing activities” of $2.9 million and $2.7 million for fiscal 2004 and fiscal 2003, respectively. Since the useful life of the assets was the same as the initial lease term, there was no impact on operating income or net income for any period as a result of these reclassifications.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
 	Pre-opening Costs and Advertising Expense	
      Pre-opening and start-up costs for new stores are expensed as incurred. Costs of advertising and sales promotion programs are charged to operations, offset by direct vendor reimbursements, as incurred.
 	 	
 	Foreign Currency	
      The accounts of the foreign subsidiaries are translated in accordance with SFAS No. 52, “Foreign Currency Translation,” which requires that assets and liabilities of international operations be translated using the exchange rate in effect at the balance sheet date. The results of the operations are translated using an average exchange rate for the year. The effects of the rate fluctuations in translating assets and liabilities of international operations into U.S. dollars are accumulated and reflected as accumulated other comprehensive income in the statements of stockholders’ equity. Transaction gains and losses are included in net income.
      SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by Statement 137 and Statement 138 requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measures those instruments at fair value.
      Market risks relating to the Company’s foreign operations result primarily from changes in foreign exchange rates. The Company routinely enters into forward and cross-currency swap exchange contracts in the regular course of business to manage its exposure against foreign currency fluctuations on intercompany loans, investments in subsidiaries, and accounts payable. These contracts vary in length of duration. On January 29, 2005, the Company had two forward contracts and 40 cross-currency swap contracts. The forward contracts had a notional amount of $7.1 million and the cross-currency swap contracts had a notional amount of $52.8 million. The total fair market value of all contracts at January 29, 2005 was a deficit of approximately $12.9 million, of which $0.7 million was recorded in accrued expenses and $12.2 million was recorded in other long-term liabilities on the Company’s consolidated balance sheet. On January 31, 2004, the Company had four forward contracts and 34 cross-currency swap contracts. The forward contracts had a notional amount of $9.6 million and the cross-currency swap contracts had a notional amount of $35.4 million. The total fair market value of all contracts at January 31, 2004 was a deficit of approximately $10.7 million, of which $2.6 million was recorded in accrued expenses and $8.1 million was recorded in other long-term liabilities on the Company’s consolidated balance sheet. These contracts were purchased as fair value hedges of intercompany loans and investments in subsidiaries, and cash flow hedges of trade payables. The Company recorded an immaterial net loss related to hedge ineffectiveness in fiscal 2005, fiscal 2004 and fiscal 2003. Changes in the fair value of derivatives are recorded on the same statement of income line as the change in value of the underlying hedged item. Five contracts with a notional amount of $9.9 million expire during fiscal 2006 and the remaining contracts with a notional amount of $50.0 million expire in future years.
 	 	
 	Income Taxes	
      The Company is subject to federal, state and foreign income taxes as a C Corporation. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
 	Net Income Per Share	
      Basic income per share is calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted income per share is calculated by adjusting the weighted average common shares outstanding for the dilutive effect of common stock equivalents related to stock options.
      The following is a reconciliation of the basic weighted average number of shares outstanding to the diluted weighted average number of shares outstanding (amounts in thousands):
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal 2005	 	 	Fiscal 2004	 	 	Fiscal 2003	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding — basic	 	 	24,159	 	 	 	25,114	 	 	 	25,833	 	
Dilutive effect of stock options	 	 	388	 	 	 	301	 	 	 	414	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding — diluted	 	 	24,547	 	 	 	25,415	 	 	 	26,247	 	

 	 	
 	Use of Estimates	
      The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 	 	
 	Fair Value of Financial Instruments	
      The Company’s financial instruments are its accounts receivable, accounts payable, life insurance policies and foreign exchange contracts. The carrying value of accounts receivable and accounts payable approximates fair value due to the short maturity of these instruments. The carrying value of life insurance policies included in other assets approximates fair value based on estimates received from insurance companies. The foreign exchange contracts are recorded at fair market value.
 	 	
 	Stock-Based Employee Compensation	
      The Company accounts for its employee stock options and employee stock purchase plan under the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS No. 123,

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
“Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” to stock-based employee compensation.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal 2005	 	 	Fiscal 2004	 	 	Fiscal 2003	 	
 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands, except per	 	
 	 	share amounts)	 	
Net income, as reported	 	$	52,287	 	 	$	45,729	 	 	$	32,627	 	
Less: total stock based employee compensation	 	 	3,294	 	 	 	4,350	 	 	 	4,796	 	
 	 	 	 	 	 	 	 	 	 	
Pro forma net income	 	$	48,993	 	 	$	41,379	 	 	$	27,831	 	
 	 	 	 	 	 	 	 	 	 	
Net income per share:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic — as reported	 	$	2.16	 	 	$	1.82	 	 	$	1.26	 	
 	 	 	 	 	 	 	 	 	 	
 	Diluted — as reported	 	$	2.13	 	 	$	1.80	 	 	$	1.24	 	
 	 	 	 	 	 	 	 	 	 	
 	Basic — pro forma	 	$	2.03	 	 	$	1.65	 	 	$	1.08	 	
 	 	 	 	 	 	 	 	 	 	
 	Diluted — pro forma	 	$	2.00	 	 	$	1.63	 	 	$	1.06	 	

 	 	
 	New Accounting Pronouncements Adopted	
      In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities”(“FIN 46”). In December 2003, FIN 46R, a modification to FIN 46, was issued which delayed the effective date until no later than fiscal periods ending after March 15, 2004 and provided additional technical clarifications to implementation issues. The Company adopted this statement effective for its fiscal year ended January 29, 2005. The adoption of this Interpretation in fiscal 2005 had no effect on the Company’s consolidated results of operations and financial condition.
 	 	
(2)	CHANGE IN ACCOUNTING PRINCIPLE	
      In November 2002, the EITF reached consensus on Issue 02-16, “Accounting by a Customer (Including a Reseller) for Cash Consideration Received from a Vendor.” Issue 02-16 addresses the accounting for cash consideration received from a vendor by a reseller for various vendor funded allowances, including cooperative advertising support. Issue 02-16 is effective for new arrangements or modifications to existing arrangements entered into after December 31, 2002, although early adoption was permitted. The Company elected to adopt early, effective February 3, 2002, the provisions of Issue 02-16. In accordance with the provisions of Issue 02-16, vendor advertising allowances which exceed specific, incremental and identifiable costs incurred in relation to the advertising and promotional events the Company conducts for its vendors are to be classified as a reduction in the purchase price of merchandise and recognized in income as the merchandise is sold. The amount of vendor allowances to be recorded as a reduction of inventory was determined by calculating the ratio of vendor allowances in excess of specific, incremental and identifiable advertising and promotional costs to merchandise purchases. The Company then applied this ratio to the value of inventory in determining the amount of the vendor reimbursements to be recorded as a reduction to inventory reflected on the balance sheet. This methodology resulted in a $7.6 million reduction in inventory as of February 3, 2002, the date of adoption of Issue 02-16. The $7.6 million, $4.8 million net of tax, was recorded as a cumulative effect of change in accounting principle in fiscal 2003 for the impact of this adoption on prior fiscal years.
      Prior to adoption of Issue 02-16, all vendor advertising allowances were recognized as an offset to selling, general and administrative expense. These allowances exceeded the specific, incremental costs of the advertising and promotional events conducted by the Company. The portion of the allowances in excess of the specific, incremental costs was recorded as an offset to other operating expenses within selling, general and administrative expenses. These other operating expenses, which were incurred to support advertising and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
promotional expenses, included such items as: marketing and merchandise department expenses to develop, promote and manage the events; direct store and store supervisory payroll expenses to implement, manage and monitor the events; distribution expenses associated with receiving and shipping of materials necessary for the events; and corporate expenses related to the design, production and maintenance of Internet advertising events. In fiscal 2005, fiscal 2004 and fiscal 2003, the Company recorded vendor advertising allowances as a reduction in cost of goods sold in the amount of $52.0 million, $49.4 million and $42.9 million, respectively. In fiscal 2005, fiscal 2004 and fiscal 2003, the Company recorded vendor advertising allowances as a reduction of selling, general and administrative expense in the amount of $19.3 million, $13.7 million and $8.8 million, respectively.
      As of January 29, 2005 and January 31, 2004, $10.2 million and $10.8 million, respectively, of the Company’s vendor advertising allowances have been recorded as a reduction of inventory.
 	 	
(3)	COMMITMENTS	

 	Lease Commitments	
      At January 29, 2005, the future annual minimum lease payments under operating leases for the following five fiscal years and thereafter were as follows (amounts in thousands):
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Retail	 	 	Distribution	 	 	 	
 	 	Store	 	 	Facilities and	 	 	Total Lease	 	
 	 	Locations	 	 	Other	 	 	Commitments	 	
 	 	 	 	 	 	 	 	 	 	
Fiscal 2006	 	$	101,880	 	 	$	1,833	 	 	$	103,713	 	
Fiscal 2007	 	 	99,395	 	 	 	1,403	 	 	 	100,798	 	
Fiscal 2008	 	 	93,451	 	 	 	1,204	 	 	 	94,655	 	
Fiscal 2009	 	 	77,009	 	 	 	1,142	 	 	 	78,151	 	
Fiscal 2010	 	 	55,001	 	 	 	1,023	 	 	 	56,024	 	
Thereafter	 	 	89,450	 	 	 	533	 	 	 	89,983	 	
 	 	 	 	 	 	 	 	 	 	
 	 	$	516,186	 	 	$	7,138	 	 	$	523,324	 	
 	 	 	 	 	 	 	 	 	 	
      The total future minimum lease payments include lease commitments for new retail locations not in operation at January 29, 2005, and exclude contingent rentals based upon sales volume and owner expense reimbursements. The terms of the operating leases for the retail locations provide that, in addition to the minimum lease payments, the Company is required to pay additional rent to the extent retail sales, as defined in the lease agreements, exceed thresholds set forth in the lease agreements and to reimburse the landlord for the Company’s proportionate share of the landlord’s costs and expenses incurred in the maintenance and operation of the real estate. Contingent rentals were approximately $8.8 million, $9.9 million and $12.2 million in fiscal 2005, fiscal 2004 and fiscal 2003, respectively. Rent expense, including contingent rental amounts, was approximately $130.9 million, $101.4 million and $84.3 million in fiscal 2005, fiscal 2004 and fiscal 2003, respectively.
      Certain of the Company’s lease agreements provide for varying lease payments over the life of the leases. For financial statement purposes, rental expense is recognized on a straight-line basis over the original term of the agreements. Actual lease payments are less than the rental expense reflected in the statements of operations by approximately $7.3 million, $3.1 million and $2.5 million for fiscal 2005, fiscal 2004 and fiscal 2003, respectively.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
(4)	ACCRUED EXPENSES	
      Accrued expenses consist of the following (amounts in thousands):
 	 	 	 	 	 	 	 	 	
 	 	January 29,	 	 	January 31,	 	
 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	
Employee compensation and related taxes	 	$	23,504	 	 	$	18,779	 	
Gift certificates and customer deposits	 	 	25,953	 	 	 	16,424	 	
Deferred revenue	 	 	21,527	 	 	 	17,205	 	
Accrued rent	 	 	6,207	 	 	 	6,458	 	
Other taxes	 	 	6,505	 	 	 	5,342	 	
Other accrued liabilities	 	 	16,243	 	 	 	11,714	 	
 	 	 	 	 	 	 	
Total	 	$	99,939	 	 	$	75,922	 	

 	 	
(5)	DEBT	
      In March 2005, the Company entered into a fourth amendment to its $50.0 million asset based revolving credit facility with Fleet Retail Group, Inc., a successor to Fleet Capital Group. Pursuant to the amendment, Fleet agreed to eliminate certain covenant requirements in the credit facility, added a covenant requiring the Company to maintain a certain inventory coverage ratio and extended the facility through March 16, 2006. Interest accrues on borrowings at a per annum rate equal to either LIBOR plus 250 points or Fleet’s base rate of interest, at the Company’s option. The revolving credit agreement contains restrictive covenants regarding transactions with affiliates, the payment of dividends, and other financial and non-financial matters and is secured by certain assets, including accounts receivable, inventory, fixtures and equipment. There was no outstanding balance at January 29, 2005 and January 31, 2004 on this facility.
      In March 2005, the Company executed a commitment to secure a mortgage for $9.5 million on its new Sadsbury Township distribution center. The Company expects the closing to occur in May 2005 or earlier.
      Letters of credit outstanding with various financial institutions were $1.4 million and $0.9 million at January 29, 2005 and January 31, 2004, respectively.
 	 	
(6)	GAME GROUP SERVICES AGREEMENT	
      On January 30, 2004, the Company terminated the services agreement with Game Group initially established in fiscal 1996. Under the services agreement, Game Group was responsible for the payment of management fees equal to 1.0% of Game Group’s adjusted sales, plus a bonus calculated on the basis of net income in excess of a pre-established target set by Game Group. The Company had no management fee receivables as of January 29, 2005. The Company’s management fees receivable at January 31, 2004 was $2.7 million, which is included in Accounts receivable-Trade and vendors on the consolidated balance sheet. In fiscal 2005, the Company performed no management services for Game Group. Management fees received from Game Group under the services agreement for fiscal 2004 and fiscal 2003 were $8.6 million and $7.4 million, respectively. As part of the agreement to terminate the services agreement, Game Group agreed to pay the Company $15.0 million, which was recorded in Accounts receivable — Other on the Company’s consolidated balance sheet at January 31, 2004. The $15.0 million was received by the Company on February 12, 2004. The Company recognized $4.7 million of this payment as revenue earned on its consolidated statement of income for fiscal 2004. The termination agreement places restrictions on the Company’s ability to compete with Game Group in the United Kingdom and Ireland until February 2006. Certain other covenants not to compete specified in the termination agreement expired as of January 31, 2005. Based on an independent analysis performed in fiscal 2005, these covenants not to compete were determined to have a value of $10.3 million, which was recorded as deferred revenue at January 31, 2004. In fiscal 2005,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
$5.8 million of this deferred revenue was recognized as management fee income. As of January 29, 2005, $4.5 million is still recorded as short-term deferred revenue (Accrued expenses) and will be recognized as income in fiscal 2006.
 	 	
(7)	RELATED PARTY TRANSACTIONS	
      The Kim family beneficially owns approximately 48.3% of the Company’s common stock. Accordingly, the Kim family effectively controls the Company and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
      On November 2, 2002, the Company sold its BC Sports Collectibles business to SCAC for $2.2 million in cash and the assumption of lease related liabilities in excess of $13 million. The purchaser, SCAC, is owned by the family of James Kim, the Chairman of the Board. The transaction included the sale of all assets of the business including inventory, intellectual property and furniture, fixtures and equipment, and transitional services which were provided by the Company to SCAC for a six-month period after the closing for an additional $300,000. $150,000 of the fee received for transition services was earned and recognized as income in fiscal 2003 and the remaining $150,000 in fiscal 2004. The transaction was negotiated and approved by a committee of the Company’s Board of Directors comprised solely of independent directors with the assistance of an investment banking firm engaged to solicit offers for the BC Sports Collectibles business.
 	 	
(8)	EMPLOYEES’ RETIREMENT PLAN	
      The Company provides its United States employees with retirement benefits under a 401(k) salary reduction plan. Generally, employees are eligible to participate in the plan after reaching age 21 and completing one year of service to the Company. Eligible employees may contribute up to 60% of their compensation to the plan up to the IRS annual limit. Company contributions are at the Company’s discretion. Company contributions to the plan are fully vested for eligible employees with five years or more of service. Contributions under this plan were approximately $834,000, $804,000 and $624,000 in fiscal 2005, fiscal 2004 and fiscal 2003, respectively.
 	 	
(9)	EQUITY PLANS	

 	Equity Participation Plans	
      The Company adopted equity participation plans (the “Equity Participation Plans”), pursuant to which 2.1 million and 2.0 million shares of common stock were reserved in 1998 and 2000, respectively, for issuance upon the exercise of stock options granted to employees, consultants and directors. The exercise price of options granted under the Equity Participation Plans may not be less than fair market value per share of common stock at the grant date; options become exercisable one to three years after the grant date and expire over a period of not more than ten years. Exercisability could be accelerated on a change in control of the Company as well as certain other events as defined in the Equity Participation Plans.
 	 	
 	Employee Stock Purchase Plan	
      Under the Company’s Employee Stock Purchase Plan (the “Purchase Plan”), associates meeting specific employment qualifications are eligible to participate and can purchase shares quarterly through payroll deductions at the lower of 85% of the fair market value of the stock at the commencement or end of the quarterly period. The Purchase Plan permits eligible associates to purchase common stock through payroll deductions for up to 10% of qualified compensation. As of January 29, 2005, 873,000 shares remain available for issuance under the Purchase Plan. The weighted-average fair value, net of the 15% discount, of the shares purchased by employees in fiscal 2005, fiscal 2004 and fiscal 2003 was $23.09, $16.53 and $20.27, respectively.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      Pro forma information regarding net income and income per share is required by SFAS No. 123, and has been determined as if the Company had accounted for its employee stock options and the purchase plan under the fair value method of SFAS No. 123, as amended by SFAS No. 148. The fair value was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal 2005	 	 	Fiscal 2004	 	 	Fiscal 2003	 	
 	 	 	 	 	 	 	 	 	 	
Expected volatility	 	 	57.66	%	 	 	60.89	%	 	 	62.38	%	
Risk-free interest rate	 	 	3.68	%	 	 	3.15	%	 	 	2.98	%	
Expected life of options in years	 	 	4.91	 	 	 	4.92	 	 	 	4.76	 	
Expected life of purchase rights in months	 	 	3.0	 	 	 	3.0	 	 	 	3.0	 	
Dividend yield	 	 	—	%	 	 	—	%	 	 	—	%	
      The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. The weighted-average grant-date fair value of options granted during fiscal 2005, fiscal 2004 and fiscal 2003 was $15.32, $9.19 and $17.07, respectively.
      A summary of the Company’s stock option activity, and related information for the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003 follows (amounts in thousands, except per share amounts):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal 2005	 	 	Fiscal 2004	 	 	Fiscal 2003	 	
 	 	 	 	 	 	 	 	 	 	
Outstanding at beginning of year	 	 	2,126	 	 	 	2,388	 	 	 	2,093	 	
Granted	 	 	272	 	 	 	431	 	 	 	433	 	
Exercised	 	 	(952	)	 	 	(535	)	 	 	(76	)	
Forfeited	 	 	(45	)	 	 	(158	)	 	 	(62	)	
 	 	 	 	 	 	 	 	 	 	
Outstanding at end of year	 	 	1,401	 	 	 	2,126	 	 	 	2,388	 	
 	 	 	 	 	 	 	 	 	 	
Exercisable at end of year	 	 	744	 	 	 	1,200	 	 	 	1,215	 	
Weighted average price per share:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Granted	 	$	28.60	 	 	$	16.95	 	 	$	31.74	 	
 	Exercised	 	 	19.20	 	 	 	16.04	 	 	 	16.72	 	
 	Forfeited	 	 	24.65	 	 	 	28.32	 	 	 	22.59	 	
      The weighted average exercise price for all options outstanding and exercisable as of January 29, 2005 and January 31, 2004 were $21.54 and $19.32, respectively. The weighted average exercise price for all options outstanding as of January 29, 2005 and January 31, 2004 were $22.92 and $20.56, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      The table below summarizes information about stock options outstanding as of January 29, 2005 (share amounts in thousands):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Options Outstanding	 	 	 	
 	 	 	 	 	Options Exercisable	 	
 	 	Number	 	 	Weighted	 	 	 	 	 	 	
 	 	Outstanding as	 	 	Average	 	 	 	 	Number	 	 	Weighted	 	
 	 	of January 29,	 	 	Remaining	 	 	Weighted Average	 	 	Exercisable as of	 	 	Average	 	
Range of Exercise Prices	 	2005	 	 	Contractual Life	 	 	Exercise Price	 	 	January 29, 2005	 	 	Exercise Price	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
$ 9.50 - $17.37	 	 	421	 	 	 	7.22	 	 	$	15.77	 	 	 	177	 	 	$	14.94	 	
$17.38 - $28.42	 	 	462	 	 	 	6.73	 	 	$	20.03	 	 	 	352	 	 	$	18.21	 	
$28.43 - $41.65	 	 	518	 	 	 	7.85	 	 	$	31.29	 	 	 	215	 	 	$	32.44	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	1,401	 	 	 	 	 	 	 	 	 	 	 	744	 	 	 	 	 	

 	 	
(10)	INCOME TAXES	
      Income before income tax expense and cumulative effect of change in accounting principle was as follows (amounts in thousands, except tax rates):
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal 2005	 	 	Fiscal 2004	 	 	Fiscal 2003	 	
 	 	 	 	 	 	 	 	 	 	
Domestic	 	$	43,415	 	 	$	44,344	 	 	$	52,989	 	
Foreign	 	 	38,265	 	 	 	28,288	 	 	 	6,784	 	
 	 	 	 	 	 	 	 	 	 	
Total	 	$	81,680	 	 	$	72,632	 	 	$	59,773	 	
 	 	 	 	 	 	 	 	 	 	
      The provision for income taxes for fiscal 2005, fiscal 2004 and fiscal 2003 consisted of the following:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal 2005	 	 	Fiscal 2004	 	 	Fiscal 2003	 	
 	 	 	 	 	 	 	 	 	 	
Federal statutory tax rate	 	 	35.00	%	 	 	35.00	%	 	 	35.00	%	
State income taxes, net of federal benefit	 	 	1.06	 	 	 	2.88	 	 	 	3.17	 	
Permanent differences- domestic and foreign	 	 	0.41	 	 	 	(0.26	)	 	 	(0.30	)	
Difference in foreign tax rates	 	 	(0.93	)	 	 	(0.25	)	 	 	(0.33	)	
Other	 	 	(0.07	)	 	 	0.17	 	 	 	(0.14	)	
Change in valuation allowance	 	 	0.52	 	 	 	(0.50	)	 	 	0.03	 	
 	 	 	 	 	 	 	 	 	 	
Income tax expense	 	 	35.99	%	 	 	37.04	%	 	 	37.43	%	
 	 	 	 	 	 	 	 	 	 	
Current:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Domestic — Federal	 	$	14,484	 	 	$	12,577	 	 	$	11,191	 	
 	Domestic — State	 	 	1,382	 	 	 	2,371	 	 	 	2,091	 	
 	Foreign	 	 	13,652	 	 	 	10,600	 	 	 	5,092	 	
Deferred:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Domestic — Federal	 	 	544	 	 	 	2,059	 	 	 	5,932	 	
 	Domestic — State	 	 	(45	)	 	 	873	 	 	 	994	 	
 	Foreign	 	 	(624	)	 	 	(1,577	)	 	 	(2,927	)	
 	 	 	 	 	 	 	 	 	 	
Income tax expense	 	$	29,393	 	 	$	26,903	 	 	$	22,373	 	
 	 	 	 	 	 	 	 	 	 	
      The Company does not pay or record federal income taxes on the undistributed earnings of its foreign subsidiaries as long as those earnings are deemed permanently reinvested in the companies that produced them. An estimated $968,000 in federal income and foreign withholding taxes would be due if such permanently reinvested earnings were remitted as dividends.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a summary of the significant components of the Company’s deferred tax assets and liabilities as of January 29, 2005 and January 31, 2004 (amounts in thousands):
 	 	 	 	 	 	 	 	 	 	
 	 	January 29,	 	 	January 31,	 	
 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	
Deferred tax assets:	 	 	 	 	 	 	 	 	
 	Inventory	 	$	1,283	 	 	$	6,327	 	
 	Accrued expenses	 	 	8,148	 	 	 	3,010	 	
 	State net operating loss	 	 	716	 	 	 	558	 	
 	Fixed assets	 	 	672	 	 	 	4,592	 	
 	Deferred rent	 	 	7,177	 	 	 	2,128	 	
 	Amortization of goodwill	 	 	67	 	 	 	96	 	
 	Foreign net operating loss	 	 	4,563	 	 	 	4,012	 	
 	 	 	 	 	 	 	
 	Total gross deferred tax asset	 	 	22,626	 	 	 	20,723	 	
 	Valuation allowance	 	 	(755	)	 	 	(352	)	
 	 	 	 	 	 	 	
 	Net deferred tax asset	 	$	21,871	 	 	$	20,371	 	
 	 	 	 	 	 	 	
      Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize deferred tax assets, except for certain net operating loss carryforwards for which the Company has provided a valuation allowance. The increase in the valuation allowance of $403,000 in fiscal 2005 resulted primarily from the addition of a valuation allowance for a certain foreign subsidiary, offset in part by the utilization of net operating loss carryforwards of certain other foreign subsidiaries. The Company has $4.0 million of foreign net operating loss carryforwards that do not expire. The remaining $0.6 million of foreign net operating loss carryforwards start to expire in fiscal 2007 through fiscal 2012.
 	 	
(11)	RESTRUCTURING CHARGE	
      On February 1, 2002, the Board of Directors of the Company adopted a plan related to the closing of the Company’s 29 EB Kids stores and the sale of its 22 store BC Sports Collectibles business. A $14.9 million pre-tax charge ($9.2 million after-tax or $0.35 per diluted share) was recorded in fiscal 2002 related to this decision. The pre-tax charge was recorded as follows: $2.3 million related to a write-down of inventory within cost of goods sold and $12.6 million as a restructuring and asset impairment charge. The $12.6 million charge consisted of 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 expenses.
      The following table summarizes activity in the restructuring accrual for the fiscal years ended January 31, 2004 and January 29, 2005 (amounts in thousands):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Beginning	 	 	Cash	 	 	 	 	 	 	 	 	Ending	 	
 	 	Balance	 	 	Payments	 	 	Charges	 	 	Reversals	 	 	Other	 	 	Balance	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Year ended January 31, 2004	 	$	240	 	 	$	(36	)	 	 	—	 	 	 	—	 	 	 	—	 	 	$	204	 	
Year ended January 29, 2005	 	$	204	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	(204	)	 	 	—	 	
      As of January 31, 2004, the restructuring accrual had a balance of $204,000 related to the costs associated with the potential assignment back to the Company of two of the BC Sports Collectibles store leases.
      The Company reached an agreement with SCAC under which SCAC agreed to not assign back to the Company either of the two BC Sports Collectibles store leases identified in the original agreement. As part of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
this new agreement, the Company assumed the lease of a BC Sports Collectibles store not referenced in the original agreement with SCAC. The Company has converted this location to an EB Games store and plans to operate in the location until the lease terminates in fiscal 2008. Consequently, the balance of the restructuring accrual was reversed as of January 29, 2005.
 	 	
(12)	LEGAL CONTINGENCIES	
      On December 3, 2003, a subsidiary of the Company was served with a complaint in a proposed class action suit entitled “Chalmers v. Electronics Boutique of America Inc.” in the California Superior Court in Los Angeles County. The suit alleged that Electronics Boutique of America Inc. improperly classified store management employees as exempt from the overtime provisions of California wage-and-hour laws and sought recovery of wages for overtime hours worked and related relief. In December 2004, the court approved a final settlement in the amount of $950,000. An accrual for settlement costs was recorded in fiscal 2004. Consequently, this settlement had no material impact on the Company’s results of operations or financial condition for fiscal 2005.
      On October 19, 2004, Milton Diaz filed a complaint against a subsidiary of Electronics Boutique in the U.S. District Court for the Western District of New York. Mr. Diaz claims to represent a group of current and former employees to whom Electronics Boutique of America Inc. allegedly failed to pay minimum wages and overtime compensation in violation of the Fair Labor Standards Act (FLSA) and New York law. The plaintiff moved to conditionally certify a group of similarly situated individuals under the FLSA and in March 2005, there was a hearing on this motion. In March 2005, the plaintiff filed a motion on behalf of current and former store managers and assistant store managers in New York to certify a class under New York wage and hour laws. Also, in March 2005, the Company filed a motion to dismiss the New York state law claims. The Company intends to vigorously defend this action. At this stage of the matter, it is not possible to predict the outcome of this matter.
      In the opinion of management and except as described above, no pending proceedings could have a material adverse effect on the Company’s results of operations or financial condition.
 	 	
(13)	COMPREHENSIVE INCOME	
      Comprehensive income is computed as follows (amounts in thousands):
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal 2005	 	 	Fiscal 2004	 	 	Fiscal 2003	 	
 	 	 	 	 	 	 	 	 	 	
Net income	 	$	52,287	 	 	$	45,729	 	 	$	32,627	 	
Foreign currency translations	 	 	4,849	 	 	 	12,981	 	 	 	6,574	 	
Hedging activities	 	 	(3,280	)	 	 	(6,457	)	 	 	(5,077	)	
 	 	 	 	 	 	 	 	 	 	
Comprehensive income	 	$	53,856	 	 	$	52,253	 	 	$	34,124	 	
 	 	 	 	 	 	 	 	 	 	
      Gains on foreign currency translations are a result of the Company’s investment in its foreign subsidiaries in Australia, Canada, Denmark, Germany, Italy, New Zealand, Norway, South Korea and Sweden. Losses on hedging activities are primarily the result of foreign exchange forward contracts and cross currency swap agreements the Company has entered into to protect its investments in its European subsidiaries from foreign currency fluctuations. The net gains on these activities are primarily the result of the Company’s investment in its Australia, Canada and South Korea subsidiaries that have not been hedged.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
(14)	GOODWILL AND OTHER INTANGIBLE ASSETS	
      The following tables show the intangible assets and goodwill as of January 29, 2005 and January 31, 2004 (amounts in thousands):
AMORTIZABLE INTANGIBLE ASSETS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	January 29, 2005	 	 	January 31, 2004	 	
 	 	 	 	 	 	 	
 	 	Gross	 	 	 	 	Gross	 	 	 	
 	 	Carrying	 	 	Accumulated	 	 	Carrying	 	 	Accumulated	 	
 	 	Amount	 	 	Amortization	 	 	Amount	 	 	Amortization	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Key Money(1)	 	$	3,761	 	 	$	1,145	 	 	$	1,791	 	 	$	581	 	
Other	 	 	10	 	 	 	10	 	 	 	85	 	 	 	85	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Intangible Assets	 	$	3,771	 	 	$	1,155	 	 	$	1,876	 	 	$	666	 	

 	 	
(1) 	Key Money represents payments made to landlords, outgoing tenants or other third parties to enter into certain store leases.	
      Intangible assets are amortized over five years. Amortization expense of amortizable intangible assets for fiscal 2005, 2004 and 2003 was $602,000, $442,000 and $315,000, respectively. Amortization expense for amortizable intangible assets for the next five years is: $727,000 in fiscal 2006, $696,000 in fiscal 2007, $590,000 in fiscal 2008, $417,000 in fiscal 2009 and $185,000 in fiscal 2010.
 	 	
 	Goodwill	
      The changes in carrying amount of goodwill for the years ended January 29, 2005 and January 31, 2004 are as follows (amounts in thousands):
 	 	 	 	 	
Balance as of February 1, 2003	 	$	10,938	 	
Buyout of German partner(1)	 	 	111	 	
Foreign exchange fluctuations and other	 	 	1,403	 	
 	 	 	 	
Balance as of January 31, 2004	 	$	12,452	 	
Foreign exchange fluctuations and other	 	 	1,240	 	
 	 	 	 	
Balance as of January 29, 2005	 	$	13,692	 	

 	 	
(1) 	In June 2003, the Company bought out the last of its partners in the German subsidiary. This resulted in an increase in ownership of .3125%. The Company now owns 100% of its German subsidiary.	

(15)	STOCK BUY-BACK PROGRAM	
      In May 2003, the Company’s Board of Directors approved a program to repurchase up to 1.5 million shares of its outstanding common stock. During fiscal 2004, the Company completed the program and repurchased 1.5 million shares of common stock at a weighted average cost, including broker commissions, of $21.18 per share. Cash expenditures to complete the stock buy-back totaled $31.8 million.
      In November 2003, the Company’s Board of Directors approved a program to repurchase up to 2.0 million additional shares of its outstanding common stock. As of January 31, 2004, the Company repurchased 115,700 shares of common stock at a weighted average cost, including broker commissions, of $23.21 per share. Cash expenditures for these stock repurchases totaled $2.7 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      During fiscal 2005, the Company repurchased an additional 1.2 million shares of common stock at a weighted average cost, including broker commissions, of $27.10 per share. Cash expenditures for these stock repurchases totaled $31.7 million. As of January 29, 2005, the Company had repurchased 1.3 million aggregate shares of common stock at a weighted average cost, including broker commissions, of $26.75 per share. Aggregate cash expenditures for these stock repurchases totaled $34.4 million.
(16) CONSOLIDATING FINANCIAL STATEMENTS
      On October 8, 2005, the Company and GameStop Corp. (“GameStop”) completed their previously announced business combination (the “merger”). As a result of the merger, certain subsidiaries of the Company became guarantors of senior notes issued by GameStop. The following consolidating financial statements present the financial position as of January 29, 2005 and January 31, 2004 and results of operations and cash flows for the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003 of the Company’s guarantor and non-guarantor subsidiaries.

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CONSOLIDATING BALANCE SHEET
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 29,	 	 	January 29,	 	 	 	 	January 29,	 	
 	 	2005	 	 	2005	 	 	Eliminations	 	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
ASSETS	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents	 	$	30,470	 	 	$	63,875	 	 	$	—	 	 	$	94,345	 	
 	Marketable securities	 	 	80,950	 	 	 	—	 	 	 	—	 	 	 	80,950	 	
 	Accounts receivable	 	 	59,682	 	 	 	9,291	 	 	 	(47,703	)	 	 	21,270	 	
 	Merchandise inventories	 	 	211,314	 	 	 	80,364	 	 	 	—	 	 	 	291,678	 	
 	Deferred tax asset	 	 	8,148	 	 	 	1,290	 	 	 	—	 	 	 	9,438	 	
 	Prepaid expenses and other current assets	 	 	13,701	 	 	 	4,254	 	 	 	—	 	 	 	17,955	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current assets	 	 	404,265	 	 	 	159,074	 	 	 	(47,703	)	 	 	515,636	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Building and leasehold improvements	 	 	116,626	 	 	 	37,257	 	 	 	—	 	 	 	153,883	 	
 	Furniture, fixtures and equipment	 	 	107,095	 	 	 	47,801	 	 	 	—	 	 	 	154,896	 	
 	Land	 	 	4,450	 	 	 	3,670	 	 	 	—	 	 	 	8,120	 	
 	Construction in progress	 	 	1,660	 	 	 	813	 	 	 	—	 	 	 	2,473	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	229,831	 	 	 	89,541	 	 	 	—	 	 	 	319,372	 	
 	Less accumulated depreciation and amortization	 	 	113,663	 	 	 	32,288	 	 	 	—	 	 	 	145,951	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Net property and equipment	 	 	116,168	 	 	 	57,253	 	 	 	—	 	 	 	173,421	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Investment	 	 	103,071	 	 	 	—	 	 	 	(103,071	)	 	 	—	 	
Goodwill and other intangible assets, net	 	 	1,625	 	 	 	14,683	 	 	 	—	 	 	 	16,308	 	
Deferred tax asset	 	 	5,045	 	 	 	7,388	 	 	 	—	 	 	 	12,433	 	
Other non-current assets	 	 	3,470	 	 	 	2,932	 	 	 	—	 	 	 	6,402	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total assets	 	$	633,644	 	 	$	241,330	 	 	$	(150,774	)	 	$	724,200	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Accounts payable	 	$	169,463	 	 	$	59,362	 	 	$	—	 	 	$	228,825	 	
 	Accrued expenses	 	 	78,067	 	 	 	69,575	 	 	 	(47,703	)	 	 	99,939	 	
 	Income taxes payable	 	 	6,091	 	 	 	5,359	 	 	 	—	 	 	 	11,450	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current liabilities	 	 	253,621	 	 	 	134,296	 	 	 	(47,703	)	 	 	340,214	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred rent and other long-term liabilities	 	 	28,555	 	 	 	3,963	 	 	 	—	 	 	 	32,518	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities	 	 	282,176	 	 	 	138,259	 	 	 	(47,703	)	 	 	372,732	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Common stock — authorized 100,000 shares; $.01 par value; 27,433 shares issued and 24,648 shares outstanding	 	 	274	 	 	 	7,658	 	 	 	(7,658	)	 	 	274	 	
 	Treasury stock, at cost	 	 	(66,132	)	 	 	—	 	 	 	—	 	 	 	(66,132	)	
 	Additional paid-in-capital	 	 	206,503	 	 	 	38,830	 	 	 	(38,830	)	 	 	206,503	 	
 	Accumulated other comprehensive income	 	 	6,980	 	 	 	9,217	 	 	 	(9,217	)	 	 	6,980	 	
 	Retained earnings	 	 	203,843	 	 	 	47,366	 	 	 	(47,366	)	 	 	203,843	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total stockholders’ equity	 	 	351,468	 	 	 	103,071	 	 	 	(103,071	)	 	 	351,468	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities and stockholders’ equity	 	$	633,644	 	 	$	241,330	 	 	$	(150,774	)	 	$	724,200	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 31,	 	 	January 31,	 	 	 	 	January 31,	 	
 	 	2004	 	 	2004	 	 	Eliminations	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
ASSETS	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents	 	$	47,538	 	 	$	50,255	 	 	$	—	 	 	$	97,793	 	
 	Marketable securities	 	 	60,175	 	 	 	—	 	 	 	—	 	 	 	60,175	 	
 	Accounts receivable	 	 	59,941	 	 	 	13,685	 	 	 	(33,814	)	 	 	39,812	 	
 	Merchandise inventories	 	 	196,871	 	 	 	56,706	 	 	 	—	 	 	 	253,577	 	
 	Deferred tax asset	 	 	9,265	 	 	 	630	 	 	 	—	 	 	 	9,895	 	
 	Prepaid expenses and other current assets	 	 	13,476	 	 	 	2,959	 	 	 	—	 	 	 	16,435	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current assets	 	 	387,266	 	 	 	124,235	 	 	 	(33,814	)	 	 	477,687	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Building and leasehold improvements	 	 	98,265	 	 	 	24,587	 	 	 	—	 	 	 	122,852	 	
 	Furniture, fixtures and equipment	 	 	88,738	 	 	 	34,527	 	 	 	—	 	 	 	123,265	 	
 	Land	 	 	3,282	 	 	 	2,545	 	 	 	—	 	 	 	5,827	 	
 	Construction in progress	 	 	2,412	 	 	 	414	 	 	 	—	 	 	 	2,826	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	192,697	 	 	 	62,073	 	 	 	—	 	 	 	254,770	 	
 	Less accumulated depreciation and amortization	 	 	94,344	 	 	 	22,422	 	 	 	—	 	 	 	116,766	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Net property and equipment	 	 	98,353	 	 	 	39,651	 	 	 	—	 	 	 	138,004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Investment	 	 	72,879	 	 	 	—	 	 	 	(72,879	)	 	 	—	 	
Goodwill and other intangible assets, net	 	 	1,045	 	 	 	12,617	 	 	 	—	 	 	 	13,662	 	
Deferred tax asset	 	 	3,830	 	 	 	6,646	 	 	 	—	 	 	 	10,476	 	
Other non-current assets	 	 	2,253	 	 	 	1,850	 	 	 	—	 	 	 	4,103	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total assets	 	$	565,626	 	 	$	184,999	 	 	$	(106,693	)	 	$	643,932	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Accounts payable	 	$	161,355	 	 	$	59,126	 	 	$	—	 	 	$	220,481	 	
 	Accrued expenses	 	 	66,384	 	 	 	43,352	 	 	 	(33,814	)	 	 	75,922	 	
 	Income taxes payable	 	 	10,404	 	 	 	7,458	 	 	 	—	 	 	 	17,862	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current liabilities	 	 	238,143	 	 	 	109,936	 	 	 	(33,814	)	 	 	314,265	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred rent and other long-term liabilities	 	 	23,503	 	 	 	2,184	 	 	 	—	 	 	 	25,687	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities	 	 	261,646	 	 	 	112,120	 	 	 	(33,814	)	 	 	339,952	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Common stock — authorized 100,000 shares; $.01 par value; 26,449 shares issued and 24,834 shares outstanding	 	 	264	 	 	 	9,707	 	 	 	(9,707	)	 	 	264	 	
 	Treasury stock, at cost	 	 	(34,455	)	 	 	—	 	 	 	—	 	 	 	(34,455	)	
 	Additional paid-in-capital	 	 	181,204	 	 	 	30,237	 	 	 	(30,237	)	 	 	181,204	 	
 	Accumulated other comprehensive income	 	 	5,411	 	 	 	6,268	 	 	 	(6,268	)	 	 	5,411	 	
 	Retained earnings	 	 	151,556	 	 	 	26,667	 	 	 	(26,667	)	 	 	151,556	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total stockholders’ equity	 	 	303,980	 	 	 	72,879	 	 	 	(72,879	)	 	 	303,980	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities and stockholders’ equity	 	$	565,626	 	 	$	184,999	 	 	$	(106,693	)	 	$	643,932	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 29,	 	 	January 29,	 	 	 	 	January 29,	 	
For the Fiscal Year Ended January 29, 2005	 	2005	 	 	2005	 	 	Eliminations	 	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,411,971	 	 	$	571,566	 	 	$	—	 	 	$	1,983,537	 	
Management fees	 	 	9,237	 	 	 	—	 	 	 	(3,392	)	 	 	5,845	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total revenues	 	 	1,421,208	 	 	 	571,566	 	 	 	(3,392	)	 	 	1,989,382	 	
Cost of goods sold	 	 	1,022,172	 	 	 	428,033	 	 	 	—	 	 	 	1,450,205	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	399,036	 	 	 	143,533	 	 	 	(3,392	)	 	 	539,177	 	
Selling, general and administrative expense	 	 	332,403	 	 	 	93,363	 	 	 	(3,392	)	 	 	422,374	 	
Depreciation and amortization	 	 	26,856	 	 	 	10,617	 	 	 	—	 	 	 	37,473	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Operating income	 	 	39,777	 	 	 	39,553	 	 	 	—	 	 	 	79,330	 	
Interest (income)/expense, net	 	 	(3,639	)	 	 	1,289	 	 	 	—	 	 	 	(2,350	)	
Subsidiary income	 	 	(25,237	)	 	 	—	 	 	 	25,237	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income before income tax expense	 	 	68,653	 	 	 	38,264	 	 	 	(25,237	)	 	 	81,680	 	
Income tax expense	 	 	16,366	 	 	 	13,027	 	 	 	—	 	 	 	29,393	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	52,287	 	 	$	25,237	 	 	$	(25,237	)	 	$	52,287	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 31,	 	 	January 31,	 	 	 	 	January 31,	 	
For the Fiscal Year Ended January 31, 2004	 	2004	 	 	2004	 	 	Eliminations	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,187,481	 	 	$	400,925	 	 	$	—	 	 	$	1,588,406	 	
Management fees	 	 	16,455	 	 	 	—	 	 	 	(3,080	)	 	 	13,375	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total revenues	 	 	1,203,936	 	 	 	400,925	 	 	 	(3,080	)	 	 	1,601,781	 	
Cost of goods sold	 	 	869,796	 	 	 	304,633	 	 	 	—	 	 	 	1,174,429	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	334,140	 	 	 	96,292	 	 	 	(3,080	)	 	 	427,352	 	
Selling, general and administrative expense	 	 	271,330	 	 	 	59,010	 	 	 	(3,080	)	 	 	327,260	 	
Depreciation and amortization	 	 	21,828	 	 	 	7,383	 	 	 	—	 	 	 	29,211	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Operating income	 	 	40,982	 	 	 	29,899	 	 	 	—	 	 	 	70,881	 	
Interest (income)/expense, net	 	 	(3,362	)	 	 	1,611	 	 	 	—	 	 	 	(1,751	)	
Subsidiary income	 	 	(19,265	)	 	 	—	 	 	 	19,265	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income before income tax expense	 	 	63,609	 	 	 	28,288	 	 	 	(19,265	)	 	 	72,632	 	
Income tax expense	 	 	17,880	 	 	 	9,023	 	 	 	—	 	 	 	26,903	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	45,729	 	 	$	19,265	 	 	$	(19,265	)	 	$	45,729	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	February 1,	 	 	February 1,	 	 	 	 	February 1,	 	
For the Fiscal Year Ended February 1, 2003	 	2003	 	 	2003	 	 	Eliminations	 	 	2003	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,057,006	 	 	$	252,220	 	 	$	—	 	 	$	1,309,226	 	
Management fees	 	 	11,311	 	 	 	—	 	 	 	(3,758	)	 	 	7,553	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total revenues	 	 	1,068,317	 	 	 	252,220	 	 	 	(3,758	)	 	 	1,316,779	 	
Cost of goods sold	 	 	774,991	 	 	 	196,213	 	 	 	—	 	 	 	971,204	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	293,326	 	 	 	56,007	 	 	 	(3,758	)	 	 	345,575	 	
Selling, general and administrative expense	 	 	227,855	 	 	 	42,632	 	 	 	(3,758	)	 	 	266,729	 	
Restructuring and asset impairment reversal	 	 	(2,611	)	 	 	—	 	 	 	—	 	 	 	(2,611	)	
Depreciation and amortization	 	 	18,499	 	 	 	4,862	 	 	 	—	 	 	 	23,361	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Operating income	 	 	49,583	 	 	 	8,513	 	 	 	—	 	 	 	58,096	 	
Interest (income)/expense, net	 	 	(3,406	)	 	 	1,729	 	 	 	—	 	 	 	(1,677	)	
Subsidiary income	 	 	(3,749	)	 	 	—	 	 	 	3,749	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income before income tax expense and cumulative effect of change in accounting principle	 	 	56,738	 	 	 	6,784	 	 	 	(3,749	)	 	 	59,773	 	
Income tax expense	 	 	20,208	 	 	 	2,165	 	 	 	—	 	 	 	22,373	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income before cumulative effect of change in accounting principle	 	 	36,530	 	 	 	4,619	 	 	 	(3,749	)	 	 	37,400	 	
Cumulative effect of change in accounting principle, net of income tax expense	 	 	(3,903	)	 	 	(870	)	 	 	—	 	 	 	(4,773	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	32,627	 	 	$	3,749	 	 	$	(3,749	)	 	$	32,627	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 29,	 	 	January 29,	 	 	 	 	January 29,	 	
For the Fiscal Year Ended January 29, 2005	 	2005	 	 	2005	 	 	Eliminations	 	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	52,287	 	 	$	25,237	 	 	$	(25,237	)	 	$	52,287	 	
 	Subsidiary income	 	 	(25,237	)	 	 	—	 	 	 	25,237	 	 	 	—	 	
 	Depreciation of property and equipment	 	 	26,856	 	 	 	10,015	 	 	 	—	 	 	 	36,871	 	
 	Amortization of other assets	 	 	—	 	 	 	602	 	 	 	—	 	 	 	602	 	
 	Loss on disposal of property and equipment	 	 	24	 	 	 	210	 	 	 	—	 	 	 	234	 	
 	Deferred taxes	 	 	(486	)	 	 	(648	)	 	 	—	 	 	 	(1,134	)	
 	Foreign currency transaction loss	 	 	—	 	 	 	509	 	 	 	—	 	 	 	509	 	
 	Management fee amortization from termination agreement	 	 	(5,845	)	 	 	—	 	 	 	—	 	 	 	(5,845	)	
 	Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Accounts receivable	 	 	17,617	 	 	 	1,241	 	 	 	—	 	 	 	18,858	 	
 	 	Due to/from affiliates	 	 	(22,187	)	 	 	22,187	 	 	 	—	 	 	 	—	 	
 	 	Merchandise inventories	 	 	(14,443	)	 	 	(19,039	)	 	 	—	 	 	 	(33,482	)	
 	 	Prepaid expenses	 	 	(225	)	 	 	(1,022	)	 	 	—	 	 	 	(1,247	)	
 	 	Other non-current assets	 	 	(1,798	)	 	 	(2,884	)	 	 	—	 	 	 	(4,682	)	
 	 	Accounts payable	 	 	8,109	 	 	 	(3,165	)	 	 	—	 	 	 	4,944	 	
 	 	Accrued expenses	 	 	17,277	 	 	 	7,220	 	 	 	—	 	 	 	24,497	 	
 	 	Income taxes payable	 	 	723	 	 	 	(1,914	)	 	 	—	 	 	 	(1,191	)	
 	 	Deferred rent and other long-term liabilities	 	 	9,547	 	 	 	1,627	 	 	 	—	 	 	 	11,174	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	 	 	62,219	 	 	 	40,176	 	 	 	—	 	 	 	102,395	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchases of property and equipment	 	 	(50,045	)	 	 	(25,074	)	 	 	—	 	 	 	(75,119	)	
 	Proceeds from disposition of assets	 	 	5,350	 	 	 	189	 	 	 	—	 	 	 	5,539	 	
 	Proceeds from sales of marketable securities	 	 	152,750	 	 	 	—	 	 	 	—	 	 	 	152,750	 	
 	Purchases of marketable securities	 	 	(173,525	)	 	 	—	 	 	 	—	 	 	 	(173,525	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash used in investing activities	 	 	(65,470	)	 	 	(24,885	)	 	 	—	 	 	 	(90,355	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Proceeds from exercise of stock options	 	 	18,291	 	 	 	—	 	 	 	—	 	 	 	18,291	 	
 	Repurchase of common stock	 	 	(31,677	)	 	 	—	 	 	 	—	 	 	 	(31,677	)	
 	Proceeds from issuance of common stock	 	 	710	 	 	 	—	 	 	 	—	 	 	 	710	 	
 	Other financing activities	 	 	164	 	 	 	—	 	 	 	—	 	 	 	164	 	
 	Intercompany capital contributions and dividends	 	 	(1,305	)	 	 	1,305	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	 	 	(13,817	)	 	 	1,305	 	 	 	—	 	 	 	(12,512	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Effects of exchange rates on cash	 	 	—	 	 	 	(2,976	)	 	 	—	 	 	 	(2,976	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	 	(17,068	)	 	 	13,620	 	 	 	—	 	 	 	(3,448	)	
Cash and cash equivalents, beginning of year	 	 	47,538	 	 	 	50,255	 	 	 	—	 	 	 	97,793	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of year	 	$	30,470	 	 	$	63,875	 	 	$	—	 	 	$	94,345	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	January 31,	 	 	January 31,	 	 	 	 	January 31,	 	
For the Fiscal Year Ended January 31, 2004	 	2004	 	 	2004	 	 	Eliminations	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	45,729	 	 	$	19,265	 	 	$	(19,265	)	 	$	45,729	 	
 	Subsidiary income	 	 	(19,265	)	 	 	—	 	 	 	19,265	 	 	 	—	 	
 	Depreciation of property and equipment	 	 	21,809	 	 	 	6,960	 	 	 	—	 	 	 	28,769	 	
 	Amortization of other assets	 	 	19	 	 	 	423	 	 	 	—	 	 	 	442	 	
 	Loss on disposal of property and equipment	 	 	280	 	 	 	33	 	 	 	—	 	 	 	313	 	
 	Deferred taxes	 	 	3,572	 	 	 	(1,867	)	 	 	—	 	 	 	1,705	 	
 	Foreign currency transaction loss	 	 	—	 	 	 	597	 	 	 	—	 	 	 	597	 	
 	Management fee amortization from termination agreement	 	 	(4,660	)	 	 	—	 	 	 	—	 	 	 	(4,660	)	
 	Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Accounts receivable	 	 	(7,922	)	 	 	(4,148	)	 	 	—	 	 	 	(12,070	)	
 	 	Due to/from affiliates	 	 	6,606	 	 	 	(6,606	)	 	 	—	 	 	 	—	 	
 	 	Merchandise inventories	 	 	(9,166	)	 	 	(8,371	)	 	 	—	 	 	 	(17,537	)	
 	 	Prepaid expenses	 	 	(6,092	)	 	 	(543	)	 	 	—	 	 	 	(6,635	)	
 	 	Other non-current assets	 	 	606	 	 	 	582	 	 	 	—	 	 	 	1,188	 	
 	 	Accounts payable	 	 	23,099	 	 	 	16,167	 	 	 	—	 	 	 	39,266	 	
 	 	Accrued expenses	 	 	20,395	 	 	 	4,692	 	 	 	—	 	 	 	25,087	 	
 	 	Income taxes payable	 	 	4,366	 	 	 	(2,915	)	 	 	—	 	 	 	1,451	 	
 	 	Deferred rent and other long-term liabilities	 	 	(649	)	 	 	609	 	 	 	—	 	 	 	(40	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	 	 	78,727	 	 	 	24,878	 	 	 	—	 	 	 	103,605	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchases of property and equipment	 	 	(34,151	)	 	 	(11,754	)	 	 	—	 	 	 	(45,905	)	
 	Proceeds from disposition of assets	 	 	68	 	 	 	67	 	 	 	—	 	 	 	135	 	
 	Proceeds from sales of marketable securities	 	 	322,820	 	 	 	—	 	 	 	—	 	 	 	322,820	 	
 	Purchases of marketable securities	 	 	(334,070	)	 	 	—	 	 	 	—	 	 	 	(334,070	)	
 	Businesses acquired, net of cash	 	 	—	 	 	 	(111	)	 	 	—	 	 	 	(111	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash used in investing activities	 	 	(45,333	)	 	 	(11,798	)	 	 	—	 	 	 	(57,131	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Proceeds from exercise of stock options	 	 	8,595	 	 	 	—	 	 	 	—	 	 	 	8,595	 	
 	Repurchase of common stock	 	 	(34,455	)	 	 	—	 	 	 	—	 	 	 	(34,455	)	
 	Proceeds from issuance of common stock	 	 	531	 	 	 	—	 	 	 	—	 	 	 	531	 	
 	Intercompany capital contributions and dividends	 	 	(9,108	)	 	 	9,108	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	 	 	(34,437	)	 	 	9,108	 	 	 	—	 	 	 	(25,329	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Effects of exchange rates on cash	 	 	—	 	 	 	3,700	 	 	 	—	 	 	 	3,700	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	 	(1,043	)	 	 	25,888	 	 	 	—	 	 	 	24,845	 	
Cash and cash equivalents, beginning of year	 	 	48,581	 	 	 	24,367	 	 	 	—	 	 	 	72,948	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of year	 	$	47,538	 	 	$	50,255	 	 	$	—	 	 	$	97,793	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	February 1,	 	 	February 1,	 	 	 	 	February 1,	 	
For the Fiscal Year Ended February 1, 2003	 	2003	 	 	2003	 	 	Eliminations	 	 	2003	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	32,627	 	 	$	3,749	 	 	$	(3,749	)	 	$	32,627	 	
 	Subsidiary income	 	 	(3,749	)	 	 	—	 	 	 	3,749	 	 	 	—	 	
 	Depreciation of property and equipment	 	 	18,451	 	 	 	4,595	 	 	 	—	 	 	 	23,046	 	
 	Amortization of other assets	 	 	48	 	 	 	267	 	 	 	—	 	 	 	315	 	
 	Loss on disposal of property and equipment	 	 	608	 	 	 	41	 	 	 	—	 	 	 	649	 	
 	Deferred taxes	 	 	3,754	 	 	 	(2,470	)	 	 	—	 	 	 	1,284	 	
 	Foreign currency transaction gain	 	 	—	 	 	 	(537	)	 	 	—	 	 	 	(537	)	
 	Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Accounts receivable	 	 	(455	)	 	 	(1,678	)	 	 	—	 	 	 	(2,133	)	
 	 	Due to/from affiliates	 	 	(12,578	)	 	 	12,578	 	 	 	—	 	 	 	—	 	
 	 	Merchandise inventories	 	 	(68,690	)	 	 	(6,141	)	 	 	—	 	 	 	(74,831	)	
 	 	Prepaid expenses	 	 	(1,404	)	 	 	(163	)	 	 	—	 	 	 	(1,567	)	
 	 	Other non-current assets	 	 	439	 	 	 	(2,033	)	 	 	—	 	 	 	(1,594	)	
 	 	Accounts payable	 	 	25,548	 	 	 	10,787	 	 	 	—	 	 	 	36,335	 	
 	 	Accrued expenses	 	 	6,902	 	 	 	1,396	 	 	 	—	 	 	 	8,298	 	
 	 	Income taxes payable	 	 	2,573	 	 	 	3,514	 	 	 	—	 	 	 	6,087	 	
 	 	Deferred rent and other long-term liabilities	 	 	1,367	 	 	 	492	 	 	 	—	 	 	 	1,859	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	 	 	5,441	 	 	 	24,397	 	 	 	—	 	 	 	29,838	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchases of property and equipment	 	 	(27,314	)	 	 	(11,188	)	 	 	—	 	 	 	(38,502	)	
 	Proceeds from disposition of assets	 	 	2,433	 	 	 	111	 	 	 	—	 	 	 	2,544	 	
 	Proceeds from sales of marketable securities	 	 	197,300	 	 	 	—	 	 	 	—	 	 	 	197,300	 	
 	Purchases of marketable securities	 	 	(150,350	)	 	 	—	 	 	 	—	 	 	 	(150,350	)	
 	Businesses acquired, net of cash	 	 	(546	)	 	 	(1,006	)	 	 	—	 	 	 	(1,552	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) investing activities	 	 	21,523	 	 	 	(12,083	)	 	 	—	 	 	 	9,440	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Proceeds from exercise of stock options	 	 	1,191	 	 	 	—	 	 	 	—	 	 	 	1,191	 	
 	Proceeds from issuance of common stock	 	 	467	 	 	 	—	 	 	 	—	 	 	 	467	 	
 	Repayments of long-term debt	 	 	—	 	 	 	(506	)	 	 	—	 	 	 	(506	)	
 	Intercompany capital contributions and dividends	 	 	(4,305	)	 	 	4,305	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	 	 	(2,647	)	 	 	3,799	 	 	 	—	 	 	 	1,152	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Effects of exchange rates on cash	 	 	—	 	 	 	1,870	 	 	 	—	 	 	 	1,870	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	 	24,317	 	 	 	17,983	 	 	 	—	 	 	 	42,300	 	
Cash and cash equivalents, beginning of year	 	 	24,264	 	 	 	6,384	 	 	 	—	 	 	 	30,648	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of year	 	$	48,581	 	 	$	24,367	 	 	$	—	 	 	$	72,948	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 	 	 	 	 	 	 	 	 	 	 	
 	 	July 30,	 	 	January 29,	 	
 	 	2005	 	 	2005	 	
 	 	 	 	 	 	 	
 	 	(Unaudited)	 	 	 	
 	 	(Amounts in thousands,	 	
 	 	except per share amounts)	 	
ASSETS	
Current assets:	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents	 	$	71,169	 	 	$	94,345	 	
 	Marketable securities	 	 	35,700	 	 	 	80,950	 	
 	Accounts receivable:	 	 	 	 	 	 	 	 	
 	 	Trade and vendors	 	 	16,449	 	 	 	17,685	 	
 	 	Other	 	 	3,364	 	 	 	3,585	 	
 	Merchandise inventories	 	 	273,945	 	 	 	291,678	 	
 	Deferred tax asset	 	 	13,940	 	 	 	9,438	 	
 	Prepaid expenses and other current assets	 	 	33,792	 	 	 	17,955	 	
 	 	 	 	 	 	 	
Total current assets	 	 	448,359	 	 	 	515,636	 	
 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	
 	Building and leasehold improvements	 	 	173,055	 	 	 	153,883	 	
 	Furniture, fixtures and equipment	 	 	172,339	 	 	 	154,896	 	
 	Land	 	 	10,497	 	 	 	8,120	 	
 	Construction in progress	 	 	3,867	 	 	 	2,473	 	
 	 	 	 	 	 	 	
 	 	 	359,758	 	 	 	319,372	 	
 	Less accumulated depreciation and amortization	 	 	166,113	 	 	 	145,951	 	
 	 	 	 	 	 	 	
Net property and equipment	 	 	193,645	 	 	 	173,421	 	
Goodwill and other intangible assets, net of accumulated amortization of $1,489 and $1,155	 	 	18,418	 	 	 	16,308	 	
Deferred tax asset	 	 	15,770	 	 	 	12,433	 	
Other non-current assets	 	 	7,757	 	 	 	6,402	 	
 	 	 	 	 	 	 	
Total assets	 	$	683,949	 	 	$	724,200	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	
Current liabilities:	 	 	 	 	 	 	 	 	
 	Current portion of long-term debt	 	$	813	 	 	$	—	 	
 	Accounts payable	 	 	166,644	 	 	 	228,825	 	
 	Accrued expenses	 	 	96,167	 	 	 	99,939	 	
 	Income taxes payable	 	 	—	 	 	 	11,450	 	
 	 	 	 	 	 	 	
Total current liabilities	 	 	263,624	 	 	 	340,214	 	
Long-term debt, less current portion	 	 	10,210	 	 	 	—	 	
Deferred rent and other long-term liabilities	 	 	30,591	 	 	 	32,518	 	
 	 	 	 	 	 	 	
Total liabilities	 	 	304,425	 	 	 	372,732	 	
 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	
 	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding at July 30, 2005 and January 29, 2005	 	 	—	 	 	 	—	 	
 	Common stock — authorized 100,000 shares; $.01 par value; 28,168 shares issued and 25,383 shares outstanding at July 30, 2005; 27,433 shares issued and 24,648 shares outstanding at January 29, 2005	 	 	282	 	 	 	274	 	
 	Treasury stock — 2,785 shares at July 30, 2005 and January 29, 2005, at cost	 	 	(66,132	)	 	 	(66,132	)	
 	Additional paid-in capital	 	 	233,411	 	 	 	206,503	 	
 	Accumulated other comprehensive income	 	 	3,723	 	 	 	6,980	 	
 	Retained earnings	 	 	208,240	 	 	 	203,843	 	
 	 	 	 	 	 	 	
Total stockholders’ equity	 	 	379,524	 	 	 	351,468	 	
 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	683,949	 	 	$	724,200	 	
 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

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Table of Contents
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	13 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	 	 	 	 	 	
 	 	July 30,	 	 	July 31,	 	 	July 30,	 	 	July 31,	 	
 	 	2005	 	 	2004	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Unaudited)	 	
 	 	(Amounts in thousands, except per share amounts)	 	
Net sales	 	$	447,219	 	 	$	360,487	 	 	$	953,180	 	 	$	731,451	 	
Management fees	 	 	1,124	 	 	 	1,461	 	 	 	2,248	 	 	 	2,922	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	 	448,343	 	 	 	361,948	 	 	 	955,428	 	 	 	734,373	 	
Cost of goods sold	 	 	311,628	 	 	 	254,302	 	 	 	685,988	 	 	 	525,456	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	136,715	 	 	 	107,646	 	 	 	269,440	 	 	 	208,917	 	
Costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Selling, general and administrative expense	 	 	123,281	 	 	 	92,964	 	 	 	241,783	 	 	 	181,489	 	
 	Depreciation and amortization	 	 	11,578	 	 	 	8,897	 	 	 	22,380	 	 	 	17,258	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	1,856	 	 	 	5,785	 	 	 	5,277	 	 	 	10,170	 	
Interest income, net	 	 	675	 	 	 	384	 	 	 	1,592	 	 	 	836	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income tax expense	 	 	2,531	 	 	 	6,169	 	 	 	6,869	 	 	 	11,006	 	
Income tax expense	 	 	911	 	 	 	2,285	 	 	 	2,472	 	 	 	4,076	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	1,620	 	 	$	3,884	 	 	$	4,397	 	 	$	6,930	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.06	 	 	$	0.16	 	 	$	0.18	 	 	$	0.29	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted	 	$	0.06	 	 	$	0.16	 	 	$	0.17	 	 	$	0.28	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	25,096	 	 	 	23,840	 	 	 	24,896	 	 	 	24,183	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted	 	 	25,467	 	 	 	24,176	 	 	 	25,273	 	 	 	24,545	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

F-72

Table of Contents
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	 	
 	 	Preferred Stock	 	Common Stock	 	 	Treasury Stock	 	 	Additional	 	 	Other	 	 	 	 	Total	 	
 	 	 	 	 	 	 	 	 	 	Paid-In	 	 	Comprehensive	 	 	Retained	 	 	Stockholders’	 	
 	 	Shares	 	 	Amount	 	Shares	 	 	Amount	 	 	Shares	 	 	Amount	 	 	Capital	 	 	(Loss) Income	 	 	Earnings	 	 	Equity	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Unaudited)	 	
 	 	(Amounts in thousands)	 	
Balance Jan. 29, 2005	 	 	—	 	 	$	—	 	 	 	27,433	 	 	$	274	 	 	 	(2,785	)	 	$	(66,132	)	 	$	206,503	 	 	$	6,980	 	 	$	203,843	 	 	$	351,468	 	
Comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,397	 	 	 	4,397	 	
 	Foreign currency translations	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(6,444	)	 	 	—	 	 	 	(6,444	)	
 	Hedging activities	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,187	 	 	 	—	 	 	 	3,187	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive income	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,140	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Issuance of common stock	 	 	—	 	 	 	—	 	 	 	8	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	339	 	 	 	—	 	 	 	—	 	 	 	339	 	
 	Exercise of stock options	 	 	—	 	 	 	—	 	 	 	727	 	 	 	8	 	 	 	—	 	 	 	—	 	 	 	16,571	 	 	 	—	 	 	 	—	 	 	 	16,579	 	
 	Tax benefit from stock options exercised	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	9,998	 	 	 	—	 	 	 	—	 	 	 	9,998	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance July 30, 2005	 	 	—	 	 	$	—	 	 	 	28,168	 	 	$	282	 	 	 	(2,785	)	 	$	(66,132	)	 	$	233,411	 	 	$	3,723	 	 	$	208,240	 	 	$	379,524	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	26 Weeks Ended	 	
 	 	 	 	
 	 	July 30,	 	 	July 31,	 	
 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	
 	 	(Unaudited)	 	
 	 	(Amounts in thousands)	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	
 	Net income	 	$	4,397	 	 	$	6,930	 	
 	Adjustments to reconcile net income to cash used in operating activities:	 	 	 	 	 	 	 	 	
 	 	Depreciation of property and equipment	 	 	21,943	 	 	 	17,021	 	
 	 	Amortization of other assets	 	 	437	 	 	 	237	 	
 	 	Loss on disposal of property and equipment	 	 	671	 	 	 	931	 	
 	 	Deferred taxes	 	 	(5,226	)	 	 	(552	)	
 	 	Foreign currency transaction gain	 	 	(255	)	 	 	(361	)	
 	 	Management fee amortization from termination agreement	 	 	(2,248	)	 	 	(2,922	)	
 	 	Changes in assets and liabilities:	 	 	 	 	 	 	 	 	
 	 	 	Accounts receivable	 	 	1,528	 	 	 	24,870	 	
 	 	 	Merchandise inventories	 	 	20,734	 	 	 	31,023	 	
 	 	 	Prepaid expenses	 	 	(15,961	)	 	 	(308	)	
 	 	 	Other non-current assets	 	 	(4,610	)	 	 	(2,201	)	
 	 	 	Accounts payable	 	 	(69,677	)	 	 	(84,143	)	
 	 	 	Accrued expenses	 	 	(6,109	)	 	 	(3,927	)	
 	 	 	Income taxes payable	 	 	(1,657	)	 	 	(14,459	)	
 	 	 	Deferred rent and other long-term liabilities	 	 	(1,889	)	 	 	(1,650	)	
 	 	 	 	 	 	 	
Net cash used in operating activities	 	 	(57,922	)	 	 	(29,511	)	
 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	
 	Purchases of property and equipment	 	 	(39,214	)	 	 	(26,933	)	
 	Proceeds from disposition of assets	 	 	60	 	 	 	78	 	
 	Proceeds from sales of marketable securities	 	 	150,425	 	 	 	74,350	 	
 	Purchases of marketable securities	 	 	(105,175	)	 	 	(28,175	)	
 	Businesses acquired, net of cash	 	 	(1,026	)	 	 	—	 	
 	 	 	 	 	 	 	
Net cash provided by investing activities	 	 	5,070	 	 	 	19,320	 	
 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	
 	Proceeds from bank debt	 	 	9,450	 	 	 	—	 	
 	Repayment of bank debt	 	 	(942	)	 	 	—	 	
 	Proceeds from exercise of stock options	 	 	16,579	 	 	 	2,091	 	
 	Repurchase of common stock	 	 	—	 	 	 	(31,677	)	
 	Proceeds from issuance of common stock	 	 	339	 	 	 	321	 	
 	Other financing activities	 	 	—	 	 	 	164	 	
 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	 	 	25,426	 	 	 	(29,101	)	
 	 	 	 	 	 	 	
Effects of exchange rates on cash	 	 	4,250	 	 	 	(1,371	)	
 	 	 	 	 	 	 	
Net decrease in cash and cash equivalents	 	 	(23,176	)	 	 	(40,663	)	
Cash and cash equivalents, beginning of period	 	 	94,345	 	 	 	97,793	 	
 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	 	$	71,169	 	 	$	57,130	 	
 	 	 	 	 	 	 	
Supplemental disclosures of cash flow information:	 	 	 	 	 	 	 	 	
 	Cash paid during the period for:	 	 	 	 	 	 	 	 	
 	 	Interest	 	$	28	 	 	$	11	 	
 	 	Income taxes	 	 	23,120	 	 	 	18,722	 	
See accompanying notes to consolidated financial statements.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 	 	
(1)	Basis of Presentation	
      The consolidated financial statements include the accounts of Electronics Boutique Holdings Corp. and its wholly owned subsidiaries (the “Company”). All significant intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
      The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the more complete disclosures contained in the consolidated financial statements and notes thereto for the fiscal year ended January 29, 2005 contained in the Company’s Annual Report on Form 10-K/ A filed with the Securities and Exchange Commission. Operating results for the 13 and 26 week periods ended July 30, 2005 are not necessarily indicative of the results that may be expected for the fiscal year ending January 28, 2006.
      On April 18, 2005, the Company entered into a definitive agreement and plan of merger with GameStop Corp. that will create a leading video game retailer with approximately 4,300 stores worldwide. The transaction is subject to certain regulatory and shareholder approvals and is currently expected to be completed in October 2005. The Company will continue to operate under its normal course of business until the merger is completed.
 	 	
(2)	Net Income Per Share	
      Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is calculated by adjusting the weighted average number of shares of common stock outstanding during the period for the dilutive effect of common stock equivalents related to stock options.
      The following is a reconciliation of the basic weighted average number of shares of common stock outstanding to the diluted weighted average number of shares of common stock outstanding (amounts in thousands):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	13 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	 	 	 	 	 	
 	 	July 30,	 	 	July 31,	 	 	July 30,	 	 	July 31,	 	
 	 	2005	 	 	2004	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding — basic	 	 	25,096	 	 	 	23,840	 	 	 	24,896	 	 	 	24,183	 	
Dilutive effect of stock options	 	 	371	 	 	 	336	 	 	 	377	 	 	 	362	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding — diluted	 	 	25,467	 	 	 	24,176	 	 	 	25,273	 	 	 	24,545	 	

 	 	
(3)	Income Taxes	
      Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      In October 2004, the American Jobs Creation Act (the “Act”) was signed into law. The Act provides for a one-time deduction for U.S. federal income tax purposes of 85% of certain foreign earnings that are repatriated. The deduction can be taken in either the company’s last tax year that began before the enactment date, or the first tax year that begins during the one-year period beginning on the date of enactment and is subject to a number of limitations. In July 2005, the Company repatriated $20.0 million from its subsidiary in Australia. As a result of the tax benefits provided by the Act, this dividend did not materially impact its consolidated financial results.
 	 	
(4)	Marketable Securities	
      The Company invests in auction rate securities as part of its cash management strategy. In the first quarter of fiscal 2006, the Company concluded that it was appropriate to classify its holdings of auction rate securities as marketable securities. Prior to the reclassification, the Company had classified such investments as cash and cash equivalents. Accordingly, the Company has revised the classification to report these securities as marketable securities in its consolidated balance sheets. The Company has also made corresponding adjustments to its consolidated statements of cash flows to reflect the gross purchases and sales of these securities as investing activities rather than as a component of cash and cash equivalents.
      This change in classification does not affect previously reported cash flows from operations in the Company’s consolidated statements of cash flows or its previously reported consolidated statements of income for any period. As of July 30, 2005 and January 29, 2005, the Company held $35.7 million and $81.0 million, respectively, of these auction rate securities.
      The Company classifies its investments in marketable securities with readily determinable fair values as investments available-for-sale in accordance with Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” The Company has classified all investments as available-for-sale. Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive income in stockholders’ equity until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method.
 	 	
(5)	Debt	
      The Company has available a revolving credit facility with Fleet Retail Group for maximum borrowings of $50.0 million. As of July 30, 2005, there were no outstanding borrowings on this facility.
      On May 25, 2005, the Company closed on a 10-year, $9.5 million mortgage agreement collateralized by its 315,000 square foot distribution facility in Sadsbury Township, Pennsylvania. Interest is fixed at a rate of 5.4% per annum. The loan is amortized based on a 20-year period. Monthly payments of $64,473, including interest, commenced in July. A final “balloon” payment of $6.0 million is due June 15, 2015.
      The Company’s newly acquired Spanish subsidiary, Jump Ordenadores S.L.U. (“Jump”), had outstanding third party debt of $1.6 million as of July 30, 2005. This debt consists primarily of bank loans and notes due to Jump’s former owner.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
(6)	Comprehensive (Loss) Income	
      Comprehensive (loss) income is computed as follows (amounts in thousands):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	13 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	 	 	 	 	 	
 	 	July 30,	 	 	July 31,	 	 	July 30,	 	 	July 31,	 	
 	 	2005	 	 	2004	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	1,620	 	 	$	3,884	 	 	$	4,397	 	 	$	6,930	 	
Foreign currency translations	 	 	(5,258	)	 	 	(207	)	 	 	(6,444	)	 	 	(4,306	)	
Hedging activities	 	 	2,950	 	 	 	(254	)	 	 	3,187	 	 	 	903	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive (loss) income	 	$	(688	)	 	$	3,423	 	 	$	1,140	 	 	$	3,527	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
      Losses on foreign currency translations are a result of the Company’s investment in its foreign subsidiaries in Australia, Canada, Denmark, Finland, Germany, Italy, Norway, Spain and Sweden. Gains (losses) on hedging activities are primarily the result of foreign exchange forward contracts and cross currency swap agreements the Company has entered into to protect its investments in its European subsidiaries from foreign currency fluctuations. The net impact of these activities is primarily the result of the Company’s investments in its international subsidiaries that have not been hedged.
 	 	
(7)	Goodwill and Other Intangible Assets	
      The following tables show the intangible assets and goodwill as of July 30, 2005 and January 29, 2005 (amounts in thousands):
 	 	
 	Amortizable Intangible Assets	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	July 30, 2005	 	 	January 29, 2005	 	
 	 	 	 	 	 	 	
 	 	Gross	 	 	 	 	Gross	 	 	 	
 	 	Carrying	 	 	Accumulated	 	 	Carrying	 	 	Accumulated	 	
 	 	Amount	 	 	Amortization	 	 	Amount	 	 	Amortization	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Key money	 	$	4,290	 	 	$	1,479	 	 	$	3,761	 	 	$	1,145	 	
Other	 	 	45	 	 	 	10	 	 	 	10	 	 	 	10	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total intangible assets	 	$	4,335	 	 	$	1,489	 	 	$	3,771	 	 	$	1,155	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
      Key money represents payments made to landlords, outgoing tenants or other third parties to enter into certain store leases.
Aggregate Amortization Expense
 	 	 	 	 	 	 	 	 	
 	 	July 30,	 	 	July 31,	 	
 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	
13 weeks ended	 	$	227	 	 	$	145	 	
26 weeks ended	 	$	437	 	 	$	237	 	
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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Goodwill
      The change in carrying amount of goodwill for the 26 weeks ended July 30, 2005 is as follows (amounts in thousands):
 	 	 	 	 	
Balance as of January 29, 2005	 	$	13,692	 	
Foreign exchange fluctuations	 	 	(169	)	
 	 	 	 	
Balance as of April 30, 2005	 	 	13,523	 	
Jump acquisition(1)	 	 	2,754	 	
Foreign exchange fluctuations	 	 	(705	)	
 	 	 	 	
Balance as of July 30, 2005	 	$	15,572	 	

 	 	
(1) 	In May 2005, the Company acquired all the outstanding shares of Jump, a Spanish company consisting of 138 retail stores and a distribution facility.	

(8)	Game Group Services Agreement	
      On January 30, 2004, the Company terminated the services agreement with Game Group initially established in fiscal 1996. Under the services agreement, Game Group was responsible for the payment of management fees equal to 1.0% of Game Group’s adjusted sales, plus a bonus calculated on the basis of net income in excess of a pre-established target set by Game Group. As part of the agreement to terminate the services agreement, Game Group agreed to pay the Company $15.0 million which was received in February 2004. The termination agreement places restrictions on the Company’s ability to compete with Game Group in the United Kingdom and Ireland until February 2006. Certain other covenants not to compete specified in the termination agreement expired as of January 31, 2005. Based on an independent analysis performed in fiscal 2005, these covenants not to compete were determined to have a value of $10.3 million, which was recorded as deferred revenue at January 31, 2004. As of July 30, 2005 and January 29, 2005, $2.2 million and $4.5 million, respectively, was still recorded as deferred revenue within “Accrued expenses” on the Company’s consolidated balance sheets. For the 13 weeks ended July 30, 2005 and July 31, 2004, $1.1 million and $1.5 million, respectively, of this deferred revenue was recognized as management fee income.
 	 	
(9)	Related Party Transactions	
      On November 2, 2002, the Company sold its BC Sports Collectibles business to Sports Collectibles Acquisition Corporation (“SCAC”) for $2.2 million in cash and the assumption of lease related liabilities in excess of $13 million. The purchaser, SCAC, is owned by the family of James J. Kim, the Company’s Chairman. The transaction was negotiated and approved by a committee of the Company’s Board of Directors comprised solely of independent directors with the assistance of an investment banking firm engaged to solicit offers for the BC Sports Collectibles business. As of July 30, 2005, each of the BC store leases had been assigned to SCAC. As the Company remains contingently liable for these leases, Mr. Kim has agreed to indemnify the Company against any liabilities associated with these leases.
      On April 18, 2005, the Company entered into a definitive agreement and plan of merger with GameStop Corp. The merger agreement is subject to both regulatory and stockholder approval. The Company has agreed to pay the legal fees and expenses of its Chairman, James J. Kim, in connection with the transactions contemplated under the merger agreement, including Mr. Kim’s legal fees and expenses incurred in connection with the preparation and filing of Mr. Kim’s notification and report forms under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and in connection with the negotiation of the Kim Group voting agreement, non-competition agreement and the registration rights agreement. The Company estimates these legal fees and expenses to be approximately $200,000.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
(10)	Stock-Based Employee Compensation	
      The Company accounts for its employee stock options and purchase plans under the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Statement No. 123, “Accounting for Stock-based Compensation,” to stock-based employee compensation:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	13 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	 	 	 	 	 	
 	 	July 30,	 	 	July 31,	 	 	July 30,	 	 	July 31,	 	
 	 	2005	 	 	2004	 	 	2005	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(Amounts in thousands, except	 	
 	 	per share amounts)	 	
Net income, as reported	 	$	1,620	 	 	$	3,884	 	 	$	4,397	 	 	$	6,930	 	
Less: stock-based employee compensation, net of income tax	 	 	433	 	 	 	739	 	 	 	1,052	 	 	 	1,702	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Pro forma net income	 	$	1,187	 	 	$	3,145	 	 	$	3,334	 	 	$	5,228	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic — as reported	 	$	0.06	 	 	$	0.16	 	 	$	0.18	 	 	$	0.29	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Diluted — as reported	 	$	0.06	 	 	$	0.16	 	 	$	0.17	 	 	$	0.28	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic — pro forma	 	$	0.05	 	 	$	0.13	 	 	$	0.13	 	 	$	0.22	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Diluted — pro forma	 	$	0.05	 	 	$	0.13	 	 	$	0.13	 	 	$	0.21	 	

 	 	
(11)	Stock Buy-Back Program	
      In May 2003, the Company’s Board of Directors approved a program to repurchase up to 1.5 million shares of its outstanding common stock. During fiscal 2004, the Company completed the program and repurchased 1.5 million shares of common stock at a weighted average cost, including broker commissions, of $21.18 per share. Cash expenditures to complete the stock buy-back totaled $31.8 million.
      In November 2003, the Company’s Board of Directors approved a program to repurchase up to 2.0 million additional shares of its outstanding common stock. As of July 30, 2005, the Company had repurchased 1.3 million shares of common stock at a weighted average cost, including broker commissions, of $26.75 per share. Cash expenditures for these stock repurchases totaled $34.4 million. During the 26 weeks ended July 30, 2005, the Company made no additional stock repurchases.
 	 	
(12)	Acquisition	
      On May 31, 2005, the Company acquired all the outstanding shares of a Spanish company, Jump, consisting of 138 retail stores and a distribution facility for $1.1 million. This acquisition was accounted for using the purchase method of accounting and the preliminary allocation of the purchase price to the assets and liabilities acquired resulted in goodwill of $2.8 million. The results of Jump’s operations have been included in the Company’s financial results since the date of acquisition.
 	 	
(13)	Subsequent Event	
      On August 5, 2005, the Company completed the acquisition of PC-Joy AG, a Zurich, Switzerland-based video game retailer with nine store locations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 	 	
(14)	Consolidating Financial Statements	
      On October 8, 2005, the Company and GameStop Corp. (“GameStop”) completed their previously announced business combination (the “merger”). As a result of the merger, certain subsidiaries of the Company became guarantors of senior notes issued by GameStop. The following consolidating financial statements present the financial position as of July 30, 2005 and results of operations and cash flows for the twenty-six week periods ended July 30, 2005 and July 31, 2004 of the Company’s guarantor and non-guarantor subsidiaries.

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ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	July 30,	 	 	July 30,	 	 	 	 	July 30,	 	
 	 	2005	 	 	2005	 	 	Eliminations	 	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
ASSETS	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents	 	$	34,173	 	 	$	36,996	 	 	$	—	 	 	$	71,169	 	
 	Marketable securities	 	 	35,700	 	 	 	—	 	 	 	—	 	 	 	35,700	 	
 	Accounts receivable	 	 	75,173	 	 	 	10,056	 	 	 	(65,416	)	 	 	19,813	 	
 	Merchandise inventories	 	 	189,056	 	 	 	84,889	 	 	 	—	 	 	 	273,945	 	
 	Deferred tax asset	 	 	12,633	 	 	 	1,307	 	 	 	—	 	 	 	13,940	 	
 	Prepaid expenses and other current assets	 	 	27,115	 	 	 	6,677	 	 	 	—	 	 	 	33,792	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current assets	 	 	373,850	 	 	 	139,925	 	 	 	(65,416	)	 	 	448,359	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Building and leasehold improvements	 	 	118,914	 	 	 	54,141	 	 	 	—	 	 	 	173,055	 	
 	Furniture, fixtures and equipment	 	 	114,353	 	 	 	57,986	 	 	 	—	 	 	 	172,339	 	
 	Land	 	 	4,450	 	 	 	6,047	 	 	 	—	 	 	 	10,497	 	
 	Construction in progress	 	 	769	 	 	 	3,098	 	 	 	—	 	 	 	3,867	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	238,486	 	 	 	121,272	 	 	 	—	 	 	 	359,758	 	
 	Less accumulated depreciation and amortization	 	 	124,911	 	 	 	41,202	 	 	 	—	 	 	 	166,113	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Net property and equipment	 	 	113,575	 	 	 	80,070	 	 	 	—	 	 	 	193,645	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Investment	 	 	86,713	 	 	 	—	 	 	 	(86,713	)	 	 	—	 	
Goodwill and other intangible assets, net	 	 	4,380	 	 	 	14,038	 	 	 	—	 	 	 	18,418	 	
Deferred tax asset	 	 	4,053	 	 	 	11,717	 	 	 	—	 	 	 	15,770	 	
Other non-current assets	 	 	4,412	 	 	 	3,345	 	 	 	—	 	 	 	7,757	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total assets	 	$	586,983	 	 	$	249,095	 	 	$	(152,129	)	 	$	683,949	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Accounts payable	 	$	101,912	 	 	$	64,732	 	 	$	—	 	 	$	166,644	 	
 	Accrued expenses	 	 	69,637	 	 	 	91,946	 	 	 	(65,416	)	 	 	96,167	 	
 	Note payable, current portion	 	 	271	 	 	 	542	 	 	 	—	 	 	 	813	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total current liabilities	 	 	171,820	 	 	 	157,220	 	 	 	(65,416	)	 	 	263,624	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Notes payable, long-term portion	 	 	9,157	 	 	 	1,053	 	 	 	—	 	 	 	10,210	 	
Deferred rent and other long-term liabilities	 	 	26,482	 	 	 	4,109	 	 	 	—	 	 	 	30,591	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities	 	 	207,459	 	 	 	162,382	 	 	 	(65,416	)	 	 	304,425	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Common stock — authorized 100,000 shares; $.01 par value; 28,168 shares issued and 25,383 shares outstanding	 	 	282	 	 	 	8,383	 	 	 	(8,383	)	 	 	282	 	
 	Treasury stock, at cost	 	 	(66,132	)	 	 	—	 	 	 	—	 	 	 	(66,132	)	
 	Additional paid-in-capital	 	 	233,411	 	 	 	40,641	 	 	 	(40,641	)	 	 	233,411	 	
 	Accumulated other comprehensive income	 	 	3,723	 	 	 	9,476	 	 	 	(9,476	)	 	 	3,723	 	
 	Retained earnings	 	 	208,240	 	 	 	28,213	 	 	 	(28,213	)	 	 	208,240	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total stockholders’ equity	 	 	379,524	 	 	 	86,713	 	 	 	(86,713	)	 	 	379,524	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Total liabilities and stockholders’ equity	 	$	586,983	 	 	$	249,095	 	 	$	(152,129	)	 	$	683,949	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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CONSOLIDATING STATEMENT OF INCOME
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	July 30,	 	 	July 30,	 	 	 	 	July 30,	 	
For the 26 Weeks Ended July 30, 2005	 	2005	 	 	2005	 	 	Eliminations	 	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	660,166	 	 	$	293,014	 	 	$	—	 	 	$	953,180	 	
Management fees	 	 	3,859	 	 	 	—	 	 	 	(1,611	)	 	 	2,248	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total revenues	 	 	664,025	 	 	 	293,014	 	 	 	(1,611	)	 	 	955,428	 	
Cost of goods sold	 	 	469,373	 	 	 	216,615	 	 	 	—	 	 	 	685,988	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	194,652	 	 	 	76,399	 	 	 	(1,611	)	 	 	269,440	 	
Selling, general and administrative expense	 	 	179,866	 	 	 	63,528	 	 	 	(1,611	)	 	 	241,783	 	
Depreciation and amortization	 	 	14,958	 	 	 	7,422	 	 	 	—	 	 	 	22,380	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Operating income	 	 	(172	)	 	 	5,449	 	 	 	—	 	 	 	5,277	 	
Interest (income)/expense, net	 	 	(2,301	)	 	 	709	 	 	 	—	 	 	 	(1,592	)	
Subsidiary income	 	 	(3,128	)	 	 	—	 	 	 	3,128	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income before income tax expense	 	 	5,257	 	 	 	4,740	 	 	 	(3,128	)	 	 	6,869	 	
Income tax expense	 	 	860	 	 	 	1,612	 	 	 	—	 	 	 	2,472	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	4,397	 	 	$	3,128	 	 	$	(3,128	)	 	$	4,397	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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CONSOLIDATING STATEMENT OF INCOME
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	 	 	 	 	 	
 	 	Subsidiaries	 	 	Non-Guarantor	 	 	 	 	Consolidated	 	
 	 	July 31,	 	 	Subsidiaries	 	 	 	 	July 31,	 	
For the 26 Weeks Ended July 31, 2004	 	2004	 	 	July 31, 2004	 	 	Eliminations	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	529,159	 	 	$	202,292	 	 	$	—	 	 	$	731,451	 	
Management fees	 	 	4,217	 	 	 	—	 	 	 	(1,295	)	 	 	2,922	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total revenues	 	 	533,376	 	 	 	202,292	 	 	 	(1,295	)	 	 	734,373	 	
Cost of goods sold	 	 	375,780	 	 	 	149,676	 	 	 	—	 	 	 	525,456	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gross profit	 	 	157,596	 	 	 	52,616	 	 	 	(1,295	)	 	 	208,917	 	
Selling, general and administrative expense	 	 	142,680	 	 	 	40,104	 	 	 	(1,295	)	 	 	181,489	 	
Depreciation and amortization	 	 	12,659	 	 	 	4,599	 	 	 	—	 	 	 	17,258	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Operating income	 	 	2,257	 	 	 	7,913	 	 	 	—	 	 	 	10,170	 	
Interest (income)/expense, net	 	 	(1,375	)	 	 	539	 	 	 	—	 	 	 	(836	)	
Subsidiary income	 	 	(4,863	)	 	 	—	 	 	 	4,863	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income before income tax expense	 	 	8,495	 	 	 	7,374	 	 	 	(4,863	)	 	 	11,006	 	
Income tax expense	 	 	1,565	 	 	 	2,511	 	 	 	—	 	 	 	4,076	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	6,930	 	 	$	4,863	 	 	$	(4,863	)	 	$	6,930	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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CONSOLIDATING STATEMENT OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	Non-Guarantor	 	 	 	 	 	
 	 	Subsidiaries	 	 	Subsidiaries	 	 	 	 	Consolidated	 	
 	 	July 30,	 	 	July 30,	 	 	 	 	July 30,	 	
For the 26 Weeks Ended July 30, 2005	 	2005	 	 	2005	 	 	Eliminations	 	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	4,397	 	 	$	3,128	 	 	$	(3,128	)	 	$	4,397	 	
 	Subsidiary income	 	 	(3,128	)	 	 	—	 	 	 	3,128	 	 	 	—	 	
 	Depreciation of property and equipment	 	 	14,958	 	 	 	6,985	 	 	 	—	 	 	 	21,943	 	
 	Amortization of other assets	 	 	—	 	 	 	437	 	 	 	—	 	 	 	437	 	
 	Loss on disposal of property and equipment	 	 	551	 	 	 	120	 	 	 	—	 	 	 	671	 	
 	Deferred taxes	 	 	(3,492	)	 	 	(1,734	)	 	 	—	 	 	 	(5,226	)	
 	Foreign currency transaction gain	 	 	—	 	 	 	(255	)	 	 	—	 	 	 	(255	)	
 	Management fee amortization from termination agreement	 	 	(2,248	)	 	 	—	 	 	 	—	 	 	 	(2,248	)	
 	Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Accounts receivable	 	 	2,379	 	 	 	(851	)	 	 	—	 	 	 	1,528	 	
 	 	Due to/from affiliates	 	 	(17,505	)	 	 	17,505	 	 	 	—	 	 	 	—	 	
 	 	Merchandise inventories	 	 	22,258	 	 	 	(1,524	)	 	 	—	 	 	 	20,734	 	
 	 	Prepaid expenses	 	 	(13,414	)	 	 	(2,547	)	 	 	—	 	 	 	(15,961	)	
 	 	Other non-current assets	 	 	(3,696	)	 	 	(914	)	 	 	—	 	 	 	(4,610	)	
 	 	Accounts payable	 	 	(67,551	)	 	 	(2,126	)	 	 	—	 	 	 	(69,677	)	
 	 	Accrued expenses	 	 	(6,054	)	 	 	(55	)	 	 	—	 	 	 	(6,109	)	
 	 	Income taxes payable	 	 	3,907	 	 	 	(5,564	)	 	 	—	 	 	 	(1,657	)	
 	 	Deferred rent and other long-term liabilities	 	 	(2,073	)	 	 	184	 	 	 	—	 	 	 	(1,889	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) operating activities	 	 	(70,711	)	 	 	12,789	 	 	 	—	 	 	 	(57,922	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchases of property and equipment	 	 	(12,972	)	 	 	(26,242	)	 	 	—	 	 	 	(39,214	)	
 	Proceeds from disposition of assets	 	 	55	 	 	 	5	 	 	 	—	 	 	 	60	 	
 	Proceeds from sales of marketable securities	 	 	150,425	 	 	 	—	 	 	 	—	 	 	 	150,425	 	
 	Purchases of marketable securities	 	 	(105,175	)	 	 	—	 	 	 	—	 	 	 	(105,175	)	
 	Businesses acquired, net of cash	 	 	(1,128	)	 	 	102	 	 	 	—	 	 	 	(1,026	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) investing activities	 	 	31,205	 	 	 	(26,135	)	 	 	—	 	 	 	5,070	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Proceeds from exercise of stock options	 	 	16,579	 	 	 	—	 	 	 	—	 	 	 	16,579	 	
 	Proceeds from issuance of common stock	 	 	339	 	 	 	—	 	 	 	—	 	 	 	339	 	
 	Proceeds from bank debt	 	 	9,450	 	 	 	—	 	 	 	—	 	 	 	9,450	 	
 	Other financing activities	 	 	(22	)	 	 	(920	)	 	 	—	 	 	 	(942	)	
 	Intercompany capital contributions and dividends	 	 	16,863	 	 	 	(16,863	)	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	 	 	43,209	 	 	 	(17,783	)	 	 	—	 	 	 	25,426	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Effects of exchange rates on cash	 	 	—	 	 	 	4,250	 	 	 	—	 	 	 	4,250	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	 	3,703	 	 	 	(26,879	)	 	 	—	 	 	 	(23,176	)	
Cash and cash equivalents, beginning of period	 	 	30,470	 	 	 	63,875	 	 	 	—	 	 	 	94,345	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	 	$	34,173	 	 	$	36,996	 	 	$	—	 	 	$	71,169	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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CONSOLIDATING STATEMENT OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Guarantor	 	 	 	 	 	 	 	
 	 	Subsidiaries	 	 	Non-Guarantor	 	 	 	 	Consolidated	 	
 	 	July 31,	 	 	Subsidiaries	 	 	 	 	July 31,	 	
For the Weeks Ended July 31, 2004	 	2004	 	 	July 31, 2004	 	 	Eliminations	 	 	2004	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	6,930	 	 	$	4,863	 	 	$	(4,863	)	 	$	6,930	 	
 	Subsidiary income	 	 	(4,863	)	 	 	—	 	 	 	4,863	 	 	 	—	 	
 	Depreciation of property and equipment	 	 	12,659	 	 	 	4,362	 	 	 	—	 	 	 	17,021	 	
 	Amortization of other assets	 	 	—	 	 	 	237	 	 	 	—	 	 	 	237	 	
 	Loss on disposal of property and equipment	 	 	794	 	 	 	137	 	 	 	—	 	 	 	931	 	
 	Deferred taxes	 	 	(552	)	 	 	—	 	 	 	—	 	 	 	(552	)	
 	Foreign currency transaction gain	 	 	—	 	 	 	(361	)	 	 	—	 	 	 	(361	)	
 	Management fee amortization from termination agreement	 	 	(2,922	)	 	 	—	 	 	 	—	 	 	 	(2,922	)	
 	Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Accounts receivable	 	 	19,412	 	 	 	5,458	 	 	 	—	 	 	 	24,870	 	
 	 	Due to/ from affiliates	 	 	(7,289	)	 	 	7,289	 	 	 	—	 	 	 	—	 	
 	 	Merchandise inventories	 	 	30,124	 	 	 	899	 	 	 	—	 	 	 	31,023	 	
 	 	Prepaid expenses	 	 	231	 	 	 	(539	)	 	 	—	 	 	 	(308	)	
 	 	Other non-current assets	 	 	(397	)	 	 	(1,804	)	 	 	—	 	 	 	(2,201	)	
 	 	Accounts payable	 	 	(62,017	)	 	 	(22,126	)	 	 	—	 	 	 	(84,143	)	
 	 	Accrued expenses	 	 	(4,627	)	 	 	700	 	 	 	—	 	 	 	(3,927	)	
 	 	Income taxes payable	 	 	(8,254	)	 	 	(6,205	)	 	 	—	 	 	 	(14,459	)	
 	 	Deferred rent and other long-term liabilities	 	 	(1,617	)	 	 	(33	)	 	 	—	 	 	 	(1,650	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash used in operating activities	 	 	(22,388	)	 	 	(7,123	)	 	 	—	 	 	 	(29,511	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchases of property and equipment	 	 	(16,820	)	 	 	(10,113	)	 	 	—	 	 	 	(26,933	)	
 	Proceeds from disposition of assets	 	 	33	 	 	 	45	 	 	 	—	 	 	 	78	 	
 	Proceeds from sales of marketable securities	 	 	74,350	 	 	 	—	 	 	 	—	 	 	 	74,350	 	
 	Purchases of marketable securities	 	 	(28,175	)	 	 	—	 	 	 	—	 	 	 	(28,175	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) investing activities	 	 	29,388	 	 	 	(10,068	)	 	 	—	 	 	 	19,320	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Proceeds from exercise of stock options	 	 	2,091	 	 	 	—	 	 	 	—	 	 	 	2,091	 	
 	Repurchase of common stock	 	 	(31,677	)	 	 	—	 	 	 	—	 	 	 	(31,677	)	
 	Proceeds from issuance of common stock	 	 	321	 	 	 	—	 	 	 	—	 	 	 	321	 	
 	Other financing activities	 	 	164	 	 	 	—	 	 	 	—	 	 	 	164	 	
 	Intercompany capital contributions and dividends	 	 	(664	)	 	 	664	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	 	 	(29,765	)	 	 	664	 	 	 	—	 	 	 	(29,101	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Effects of exchange rates on cash	 	 	—	 	 	 	(1,371	)	 	 	—	 	 	 	(1,371	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net decrease in cash and cash equivalents	 	 	(22,765	)	 	 	(17,898	)	 	 	—	 	 	 	(40,663	)	
Cash and cash equivalents, beginning of period	 	 	47,538	 	 	 	50,255	 	 	 	—	 	 	 	97,793	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	 	$	24,773	 	 	$	32,357	 	 	$	—	 	 	$	57,130	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20.     Indemnification of Directors and Officers
GameStop Corp.
      Pursuant to the Delaware General Corporation Law (the DGCL), a corporation may indemnify any person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of such corporation) who is or was a director, officer, employee or agent of such corporation, or serving at the request of such corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such 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 such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
      The DGCL 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 shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to such corporation unless the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
      To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by the DGCL 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 upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that such person is not entitled to be so indemnified.
      The DGCL provides that the indemnification described above shall not be deemed exclusive of other indemnification that may be granted by a corporation pursuant to its bylaws, disinterested directors’ vote, stockholders’ vote, agreement or otherwise.
      The DGCL also provides corporations with the power to 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 in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.
      GameStop Corp.’s amended and restated certificate of incorporation authorizes the corporation to indemnify all persons to the fullest extent permitted by the DGCL. The amended and restated bylaws of GameStop Corp. require the corporation 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 Corp. or is or was serving at the request of GameStop Corp. 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 amended and restated bylaws provide that GameStop Corp. 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 Corp.

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GameStop, Inc.
      Section 302A.521, subd. 2, of the Minnesota Business Corporation Act (the MBCA) requires corporations to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to the corporation, against judgments, penalties, fines, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions if, with respect to the acts or omissions the subject of the proceeding, certain criteria are met. These criteria, all of which must be met with respect to the person to be indemnified, are:
 	 	 	
 	• 	such person has not been indemnified by another organization or employee benefit plan for the same judgments, penalties or fines;	
 	 	 	
 	• 	such person has acted in good faith;	
 	 	 	
 	• 	such person has received no improper personal benefit, and statutory procedure has been followed in the case of any conflict of interest by a director;	
 	 	 	
 	• 	in the case of a criminal proceeding, such person had no reasonable cause to believe the conduct was unlawful; and	
 	 	 	
 	• 	in the case of acts or omissions occurring in the person’s performance in the official capacity of director or, for a person not a director, in the official capacity of officer, board committee member or employee, such person reasonably believed that the conduct was in the best interests of the corporation, or, in the case of performance by a director, officer or employee of the corporation who was serving at the request of the corporation or whose duties involved service as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, such person reasonably believed that the conduct was not opposed to the best interests of the corporation.	
      In addition, Section 302A.521, subd. 3, of the MBCA, requires payment by the corporation, upon written request, of reasonable expenses in advance of final disposition of the proceeding in certain instances upon, among other things, receipt of a written undertaking by the person to repay all amounts so advanced if it is ultimately determined that the person is not entitled to indemnification, unless otherwise limited by the articles of incorporation or bylaws of the corporation in question. A decision as to required indemnification is made by a disinterested majority of the board of directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the board, by special legal counsel, by the shareholders, or by a court. Section 302A.521 contains detailed terms regarding such right of indemnification and reference is made thereto for a complete statement of such indemnification rights.
      GameStop, Inc.’s amended and restated certificate of incorporation states that, to the fullest extent permitted by the MBCA, no director shall be personally liable to the corporation. or its shareholders for monetary damages for breach of fiduciary duty as a director. The amended and restated bylaws of GameStop, Inc. require the corporation to indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by Section 302A.521 of the MBCA, or as required or permitted by other provisions of law. The amended and restated bylaws of GameStop, Inc. also permit the corporation to purchase and maintain insurance on behalf of any person in such person’s official capacity against any liability asserted against and incurred by such person in or arising from that capacity, whether or not the corporation would otherwise be required to indemnify the person against the liability.

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Item 21.	Exhibits and Financial Statement Schedules	
      (a) The following exhibits are filed herewith or incorporated by reference herein:
 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 	 	 	
 	2	.1	 	Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop Corp. (f/k/a GSC Holdings Corp.), Electronics Boutique Holdings Corp., GameStop, Inc., GameStop Holdings Corp. (f/k/a GameStop Corp.), Cowboy Subsidiary LLC and Eagle Subsidiary LLC.(1)	
 	3	.1	 	Amended and Restated Certificate of Incorporation of GameStop Corp. (f/k/a GSC Holdings Corp.).(2)	
 	3	.2	 	Amended and Restated Bylaws of GameStop Corp. (f/k/a GSC Holdings Corp.).(2)	
 	3	.3	 	Amendment to the Amended and Restated Certificate of Incorporation of GameStop Corp. (f/k/a GSC Holdings Corp.).(3)	
 	3	.4	 	Amended and Restated Articles of Incorporation of GameStop, Inc.	
 	3	.5	 	Amended and Restated Bylaws of GameStop, Inc.	
 	3	.6	 	Certificate of Limited Partnership of GameStop Texas LP.	
 	3	.7	 	Limited Partnership Agreement of GameStop Texas LP, dated as of May 27, 2004.	
 	3	.8	 	Certificate of Incorporation of GameStop Brands, Inc.	
 	3	.9	 	Certificate of Amendment of Certificate of Incorporation of GameStop Brands, Inc.	
 	3	.10	 	Bylaws of GameStop Brands, Inc.	
 	3	.11	 	Amended and Restated Certificate of Incorporation of GameStop Holdings Corp. (f/k/a GameStop Corp.).	
 	3	.12	 	Bylaws of GameStop Holdings Corp. (f/k/a GameStop Corp.).	
 	3	.13	 	Articles of Incorporation of Sunrise Publications, Inc.	
 	3	.14	 	Bylaws of Sunrise Publications, Inc.	
 	3	.15	 	Articles of Incorporation of Marketing Control Services, Inc.	
 	3	.16	 	Bylaws of Marketing Control Services, Inc.	
 	3	.17	 	Certificate of Formation of GameStop of Texas (GP), LLC.	
 	3	.18	 	Certificate of Amendment of the Certificate of Formation of GameStop of Texas (GP), LLC.	
 	3	.19	 	Limited Liability Company Agreement of GameStop of Texas (GP), LLC, dated as of May 25, 2004.	
 	3	.20	 	Certificate of Formation of GameStop (LP), LLC.	
 	3	.21	 	Certificate of Amendment of the Certificate of Formation of GameStop (LP), LLC.	
 	3	.22	 	Limited Liability Company Agreement of GameStop (LP), LLC, dated as of May 26, 2004.	
 	3	.23	 	Certificate of Incorporation of Electronics Boutique Holdings Corp.	
 	3	.24	 	Certificate of Amendment of the Certificate of Incorporation of Electronics Boutique Holdings Corp.	
 	3	.25	 	Amended and Restated Bylaws of Electronics Boutique Holdings Corp.	
 	3	.26	 	Articles of Incorporation of EB Catalog Company, Inc.	
 	3	.27	 	Bylaws of EB Catalog Company, Inc.	
 	3	.28	 	Certificate of Incorporation of ELBO Inc.	
 	3	.29	 	Bylaws of ELBO Inc.	
 	3	.30	 	Certificate of Formation of FR Sadsbury Second, LLC.	
 	3	.31	 	Certificate of Amendment to the Certificate of Formation of FR Sadsbury Second, LLC (changing name to EB Sadsbury Second, LLC).	
 	3	.32	 	Limited Liability Company Agreement of FR Sadsbury Second, LLC, dated as of August 10, 2004, by its sole member, FR Sadsbury, LLC.	
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Exhibit	 	 	
Number	 	Description	
 	 	 	
 	3	.33	 	Certificate of Limited Partnership of FR Sadsbury General Partner, LP. Certificate of Amendment to the Certificate of Limited Partnership of FR Sadsbury General Partner, LP (changing name to EB Sadsbury General Partner, LP).	
 	3	.34	 	Limited Partnership Agreement of FR Sadsbury General Partner, LP, dated as of May 23, 2005, by and between EB Sadsbury Second, LLC and EB Sadsbury, LLC.	
 	3	.35	 	Certificate of Limited Partnership of FR Sadsbury Property Holding, LP. Certificate of Amendment to the Certificate of Limited Partnership of FR Sadsbury Property Holding, LP (changing name to EB Sadsbury Property Holding, LP).	
 	3	.36	 	Limited Partnership Agreement of FR Sadsbury Property Holding, LP, dated as of August 10, 2004, by and between FR Sadsbury General Partner, LP and FR Sadsbury, LLC.	
 	3	.37	 	Certificate of Incorporation of EB International Holdings, Inc.	
 	3	.38	 	Certificate of Merger of E.B. International, Inc. with and into EB International Holdings, Inc.	
 	3	.39	 	Bylaws of EB International Holdings, Inc.	
 	4	.1	 	Indenture, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors party thereto, and Citibank, N.A., as Trustee.(4)	
 	4	.2	 	Form of Senior Floating Rate Notes due 2011 (included in Exhibit 4.1 hereto).	
 	4	.3	 	Form of 8% Senior Notes due 2012 (included in Exhibit 4.1 hereto).	
 	4	.4	 	Form of Guarantees of Senior Floating Rate Notes due 2011 and 8% Senior Notes due 2012 (included in Exhibit 4.1 hereto).	
 	4	.5	 	First Supplemental Indenture, dated October 8, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors party thereto, and Citibank, N.A., as Trustee.(5)	
 	4	.6	 	Registration Rights Agreement, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors listed on Schedule I-A thereto, and Citigroup Global Markets Inc., for themselves and as representatives of the several Initial Purchasers listed on Schedule II thereto.(4)	
 	4	.7	 	Rights Agreement, dated as of June 27, 2005, between GameStop Corp. (f/k/a GSC Holdings Corp.) and The Bank of New York, as Rights Agent.(2)	
 	5	.1	 	Opinion of Bryan Cave LLP.	
 	5	.2	 	Opinion of Oppenheimer Wolff & Donnelly LLP.	
 	10	.1	 	Separation Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp.(f/k/a GameStop Corp.).(6)	
 	10	.2	 	Tax Disaffiliation Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp.(f/k/a GameStop Corp.).(7)	
 	10	.3	 	Insurance Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(7)	
 	10	.4	 	Operating Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(7)	
 	10	.5	 	Amended and Restated 2001 Incentive Plan.(8)	
 	10	.6	 	Amendment to Amended and Restated 2001 Incentive Plan.(5)	
 	10	.7	 	Supplemental Compensation Plan.(8)	
 	10	.8	 	Form of Option Agreement.(8)	
 	10	.9	 	Form of Restricted Share Agreement.(9)	
 	10	.10	 	Stock Purchase Agreement, dated as of October 1, 2004, by and among GameStop Holdings Corp. (f/k/a GameStop Corp.), B&N GameStop Holding Corp. and Barnes & Noble, Inc.(10)	
 	10	.11	 	Promissory Note, dated as of October 1, 2004, made by GameStop Holdings Corp. (f/k/a GameStop Corp.) in favor of B&N GameStop Holding Corp.(10)	
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Exhibit	 	 	
Number	 	Description	
 	 	 	
 	10	.12	 	Credit Agreement, dated October 11, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A. and the other lending institutions listed in the Agreement, Bank of America, N.A. and Citicorp North America, Inc., as Issuing Banks, Bank of America, N.A., as Administrative Agent and Collateral Agent, Citicorp North America, Inc., as Syndication Agent, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Documentation Agent.(3)	
 	10	.13	 	Guaranty, dated as of October 11, 2005, by GameStop Corp. (f/k/a GSC Holdings Corp.) and certain subsidiaries of GameStop Corp. in favor of the agents and lenders.(3)	
 	10	.14	 	Security Agreement, dated October 11, 2005.(3)	
 	10	.15	 	Patent and Trademark Security Agreement, dated as of October 11, 2005.(3)	
 	10	.16	 	Mortgage, Security Agreement, and Assignment and Deeds of Trust between GameStop Texas LP and Bank of America, N.A., as Collateral Agent.(3)	
 	10	.17	 	Mortgage, Security Agreement, and Assignment and Deeds of Trust between Electronics Boutique of America, Inc. and Bank of America, N.A., as Collateral Agent.(3)	
 	10	.18	 	Form of Securities Collateral Pledge Agreement.(3)	
 	10	.19	 	Registration Rights Agreement, dated October 8, 2005, among EB Nevada Inc., James J. Kim and GameStop Corp. (f/k/a GSC Holdings Corp.)(3)	
 	10	.20	 	Executive Employment Agreement, dated as of April 11, 2005, between GameStop Holdings Corp. (f/k/a GameStop Corp.) and R. Richard Fontaine.(11)	
 	10	.21	 	Executive Employment Agreement, dated as of April 11, 2005, between GameStop Holdings Corp. (f/k/a GameStop Corp.) and Daniel A. DeMatteo.(11)	
 	10	.22	 	Executive Employment Agreement, dated as of December 9, 2005, between GameStop Corp. and Steven R. Morgan.(12)	
 	10	.23	 	Executive Employment Agreement, dated as of April 3, 2006, between GameStop Corp. (f/k/a GSC Holdings Corp.) and David W. Carlson.(13)	
 	21	.1	 	List of Subsidiaries of GameStop Corp. (f/k/a GSC Holdings Corp.).	
 	23	.1	 	Consent of BDO Seidman, LLP.	
 	23	.2	 	Consent of KPMG LLP.	
 	23	.3	 	Consent of Bryan Cave LLP (included in Exhibit 5.1 hereto).	
 	23	.4	 	Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.2 hereto).	
 	24	.1	 	Power of Attorney (included on signature pages to this Registration Statement).	
 	25	.1	 	Statement of Eligibility and Qualification on Form T-1 of Citibank, N.A as Trustee under the Indenture.	
 	99	.1	 	Form of Letter of Transmittal.	
 	99	.2	 	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.	
 	99	.3	 	Form of Letter to Clients.	
 	99	.4	 	Form of Notice of Guaranteed Delivery.	

 	(1) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on April 18, 2005.	
 	 	 	
 	(2) 	Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-4 of GameStop Corp. (f/k/a GSC Holdings Corp.), filed with the Securities and Exchange Commission on July 8, 2005.	
 	 	 	
 	(3) 	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 8-K, filed with the Securities and Exchange Commission on October 12, 2005.	
 	 	 	
 	(4) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on September 30, 2005.	
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 	(5) 	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Quarterly Report on Form 10-Q for the quarter ended October 29, 2005, filed with the Securities and Exchange Commission on December 8, 2005.	
 	 	 	
 	(6) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Amendment No. 4 to Form S-1, filed with the Securities and Exchange Commission on February 5, 2002 (No. 333-68294).	
 	 	 	
 	(7) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Amendment No. 3 to Form S-1, filed with the Securities and Exchange Commission on January 24, 2002 (No. 333-68294).	
 	 	 	
 	(8) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on October 5, 2004.	
 	 	 	
 	(9) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on September 12, 2005.	

(10) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Annual Report on Form 10-K for the fiscal year ended January 29, 2005, filed with the Securities and Exchange Commission on April 11, 2005.	
 	 	
(11) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K filed with the Securities and Exchange Commission on April 15, 2005.	
 	 	
(12) 	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 8-K filed with the Securities and Exchange Commission on December 13, 2005.	
 	 	
(13) 	Incorporated by reference to the GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 10-K for the fiscal year ended January 28, 2006, filed with the Securities and Exchange Commission on April 3, 2006.	
      (b) Financial statement schedules are omitted because they are either not required, are not applicable or because equivalent information has been incorporated herein by reference or included in the financial statements, the notes thereto or elsewhere herein.
 	 	
Item 22.	Undertakings.	
      The undersigned registrants hereby undertake:
 	 	
 	      (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;	
provided, however, that the undertakings set forth in paragraphs (1)(i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in

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periodic reports filed by GameStop Corp. pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 GameStop Corp.’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 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 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), 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 the 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 each registrant pursuant to the foregoing provisions, or otherwise, each registrant 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 a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant 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, each registrant 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-7

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	GameStop Corp.	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Daniel A. DeMatteo

      Daniel A. DeMatteo	 	Vice Chairman, Chief Operating
Officer and Director	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer and
Assistant Secretary
(Principal Financial Officer)	 	April 26, 2006	
 	
/s/ Robert A. Lloyd

      Robert A. Lloyd	 	Senior Vice President,
Chief Accounting Officer
(Principal Accounting Officer)	 	April 26, 2006	
 	
/s/ Leonard Riggio

      Leonard Riggio	 	Director	 	April 26, 2006	
 	
/s/ Jerome L. Davis

      Jerome L. Davis	 	Director	 	April 26, 2006	
II-8

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Signature	 	Capacity	 	Date	

/s/ James J. Kim

      James J. Kim	 	Director	 	April 26, 2006	
 	
/s/ Michael N. Rosen

      Michael N. Rosen	 	Director and Secretary	 	April 26, 2006	
 	
/s/ Stephanie M. Shern

      Stephanie M. Shern	 	Director	 	April 26, 2006	
 	
/s/ Stanley P. Steinberg

      Stanley P. Steinberg	 	Director	 	April 26, 2006	
 	
/s/ Gerald R. Szczepanski

      Gerald R. Szczepanski	 	Director	 	April 26, 2006	
 	
/s/ Edward A. Volkwein

      Edward A. Volkwein	 	Director	 	April 26, 2006	
 	
/s/ Lawrence S. Zilavy

      Lawrence S. Zilavy	 	Director	 	April 26, 2006	
II-9

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	GameStop, Inc.	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Daniel A. DeMatteo

      Daniel A. DeMatteo	 	Vice Chairman, Chief Operating
Officer and Director	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer
and Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
II-10

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	Sunrise Publications, Inc.	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Daniel A. DeMatteo

      Daniel A. DeMatteo	 	Vice Chairman, Chief Operating
Officer and Director	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer
and Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
II-11

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	GameStop Holdings Corp.	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Daniel A. DeMatteo

      Daniel A. DeMatteo	 	Vice Chairman, Chief Operating
Officer and Director	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer
and Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
 	
/s/ Jerome L. Davis

      Jerome L. Davis	 	Director	 	April 26, 2006	
 	
/s/ Gerald R. Szczepanski

      Gerald R. Szczepanski	 	Director	 	April 26, 2006	
 	
/s/ Edward A. Volkwein

      Edward A. Volkwein	 	Director	 	April 26, 2006	
II-12

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	Marketing Control Services, Inc.	

 	By: 	/s/ Kevin Weimerskirch	

 	            Kevin Weimerskirch	
 	            President and Secretary	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ Kevin Weimerskirch

      Kevin Weimerskirch	 	President and Secretary
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Shirley Granado

      Shirley Granado	 	Vice President, Finance
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
 	
/s/ Robert Lloyd

      Robert Lloyd	 	Director	 	April 26, 2006	
II-13

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	GameStop Brands, Inc.	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Daniel A. DeMatteo

      Daniel A. DeMatteo	 	President and Director	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer
and Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
II-14

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	GameStop (LP), LLC	
 	By: GameStop, Inc., its Sole Member	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ Cathy Preston

      Cathy Preston	 	President
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Paul Anderson

      Paul Anderson	 	Treasurer and Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
 	
GameStop, Inc.	 	Sole Member	 	April 26, 2006	
 	
/s/ R. Richard Fontaine

      R. Richard Fontaine	 	 	 	 	
II-15

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	GameStop of Texas (GP), LLC	
 	By: GameStop, Inc., its Sole Member	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chief Executive Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer
and Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
 	
GameStop, Inc.	 	Sole Member	 	April 26, 2006	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	 	 	 	
II-16

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	GameStop Texas LP	
 	 	 	
 	By: 	GameStop of Texas (GP), LLC, its General Partner	
 	 	 	
 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chief Executive Officer
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer and
Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
 	
GameStop of Texas (GP), LLC	 	General Partner	 	April 26, 2006	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	 	 	 	
II-17

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	Electronics Boutique Holdings Corp.	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Daniel A. DeMatteo

      Daniel A. DeMatteo	 	Vice Chairman, Chief Operating
Officer and Director	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer and
Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
II-18

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	ELBO Inc.	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Daniel A. DeMatteo

      Daniel A. DeMatteo	 	President and Director	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer
and Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
II-19

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	EB International Holdings, Inc.	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Daniel A. DeMatteo

      Daniel A. DeMatteo	 	President and Director	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer and
Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
II-20

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	EB Catalog Company, Inc.	

 	By:	 /s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ Daniel A. DeMatteo

      Daniel A. DeMatteo	 	President and Director	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer
and Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
II-21

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	EB Sadsbury Second, LLC	
 	By: GamsStop Inc., its Sole Member	

 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chairman and Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	Chief Executive Officer
(Principal Executive Officer)	 	April 26, 2006	
 	
/s/ David W. Carlson

      David W. Carlson	 	Executive Vice President,
Chief Financial Officer and
Assistant Secretary
(Principal Accounting and
Financial Officer)	 	April 26, 2006	
 	
GameStop, Inc.	 	Sole Member	 	April 26, 2006	

/s/ R. Richard Fontaine

      R. Richard Fontaine	 	 	 	 	
II-22

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	EB Sadsbury General Partner, LP	
 	 	 	
 	By: 	EB Sadsbury Second, LLC, its General Partner	
 	 	 	
 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	

EB Sadsbury Second, LLC	 	General Partner	 	April 26, 2006	
 	
/s/ R. Richard Fontaine

      R. Richard Fontaine	 	 	 	 	
II-23

Table of Contents
SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas on April 26, 2006.
 	 	
 	EB Sadsbury Property Holding, LP	
 	 	 	
 	By: 	EB Sadsbury General Partner, LP, its General Partner	
 	 	 	
 	By: 	/s/ R. Richard Fontaine	

 	            R. Richard Fontaine	
 	            Chief Executive Officer	
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective documents in connection therewith), with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	 	 	 	
Signature	 	Capacity	 	Date	 	 	

EB Sadsbury General Partner, LP	 	General Partner	 	April 26, 2006	 	 	
 	
/s/ R. Richard Fontaine

      R. Richard Fontaine	 	 	 	 	 	 	
II-24

Table of Contents
EXHIBIT LIST
 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 	 	 	
 	2	.1	 	Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop Corp. (f/k/a GSC Holdings Corp.), Electronics Boutique Holdings Corp., GameStop, Inc., GameStop Holdings Corp. (f/k/a GameStop Corp.), Cowboy Subsidiary LLC and Eagle Subsidiary LLC.(1)	
 	3	.1	 	Amended and Restated Certificate of Incorporation of GameStop Corp. (f/k/a GSC Holdings Corp.).(2)	
 	
 	3	.2	 	Amended and Restated Bylaws of GameStop Corp. (f/k/a GSC Holdings Corp.).(2)	
 	
 	3	.3	 	Amendment to the Amended and Restated Certificate of Incorporation of GameStop Corp. (f/k/a GSC Holdings Corp.).(3)	
 	
 	3	.4	 	Amended and Restated Articles of Incorporation of GameStop, Inc.	
 	
 	3	.5	 	Amended and Restated Bylaws of GameStop, Inc.	
 	
 	3	.6	 	Certificate of Limited Partnership of GameStop Texas LP.	
 	
 	3	.7	 	Limited Partnership Agreement of GameStop Texas LP, dated as of May 27, 2004.	
 	
 	3	.8	 	Certificate of Incorporation of GameStop Brands, Inc.	
 	
 	3	.9	 	Certificate of Amendment of Certificate of Incorporation of GameStop Brands, Inc.	
 	
 	3	.10	 	Bylaws of GameStop Brands, Inc.	
 	
 	3	.11	 	Amended and Restated Certificate of Incorporation of GameStop Holdings Corp. (f/k/a GameStop Corp.).	
 	
 	3	.12	 	Bylaws of GameStop Holdings Corp. (f/k/a GameStop Corp.).	
 	
 	3	.13	 	Articles of Incorporation of Sunrise Publications, Inc.	
 	
 	3	.14	 	Bylaws of Sunrise Publications, Inc.	
 	
 	3	.15	 	Articles of Incorporation of Marketing Control Services, Inc.	
 	
 	3	.16	 	Bylaws of Marketing Control Services, Inc.	
 	
 	3	.17	 	Certificate of Formation of GameStop of Texas (GP), LLC.	
 	
 	3	.18	 	Certificate of Amendment of the Certificate of Formation of GameStop of Texas (GP), LLC.	
 	
 	3	.19	 	Limited Liability Company Agreement of GameStop of Texas (GP), LLC, dated as of May 25, 2004.	
 	
 	3	.20	 	Certificate of Formation of GameStop (LP), LLC.	
 	
 	3	.21	 	Certificate of Amendment of the Certificate of Formation of GameStop (LP), LLC.	
 	
 	3	.22	 	Limited Liability Company Agreement of GameStop (LP), LLC, dated as of May 26, 2004.	
 	
 	3	.23	 	Certificate of Incorporation of Electronics Boutique Holdings Corp.	
 	
 	3	.24	 	Certificate of Amendment of the Certificate of Incorporation of Electronics Boutique Holdings Corp.	
 	
 	3	.25	 	Amended and Restated Bylaws of Electronics Boutique Holdings Corp.	
 	
 	3	.26	 	Articles of Incorporation of EB Catalog Company, Inc.	
 	
 	3	.27	 	Bylaws of EB Catalog Company, Inc.	
 	
 	3	.28	 	Certificate of Incorporation of ELBO Inc.	
 	
 	3	.29	 	Bylaws of ELBO Inc.	
 	
 	3	.30	 	Certificate of Formation of FR Sadsbury Second, LLC.	
 	
 	3	.31	 	Certificate of Amendment to the Certificate of Formation of FR Sadsbury Second, LLC (changing name to EB Sadsbury Second, LLC).	
 	
 	3	.32	 	Limited Liability Company Agreement of FR Sadsbury Second, LLC, dated as of August 10, 2004, by its sole member, FR Sadsbury, LLC.	
 	
 	3	.33	 	Certificate of Limited Partnership of FR Sadsbury General Partner, LP. Certificate of Amendment to the Certificate of Limited Partnership of FR Sadsbury General Partner, LP (changing name to EB Sadsbury General Partner, LP).	
 	3	.34	 	Limited Partnership Agreement of FR Sadsbury General Partner, LP, dated as of May 23, 2005, by and between EB Sadsbury Second, LLC and EB Sadsbury, LLC.	

Table of Contents
 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 	 	 	
 	3	.35	 	Certificate of Limited Partnership of FR Sadsbury Property Holding, LP. Certificate of Amendment to the Certificate of Limited Partnership of FR Sadsbury Property Holding, LP (changing name to EB Sadsbury Property Holding, LP).	
 	3	.36	 	Limited Partnership Agreement of FR Sadsbury Property Holding, LP, dated as of August 10, 2004, by and between FR Sadsbury General Partner, LP and FR Sadsbury, LLC.	
 	3	.37	 	Certificate of Incorporation of EB International Holdings, Inc.	
 	3	.38	 	Certificate of Merger of E.B. International, Inc. with and into EB International Holdings, Inc.	
 	3	.39	 	Bylaws of EB International Holdings, Inc.	
 	4	.1	 	Indenture, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors party thereto, and Citibank, N.A., as Trustee.(4)	
 	4	.2	 	Form of Senior Floating Rate Notes due 2011 (included in Exhibit 4.1 hereto).	
 	4	.3	 	Form of 8% Senior Notes due 2012 (included in Exhibit 4.1 hereto).	
 	4	.4	 	Form of Guarantees of Senior Floating Rate Notes due 2011 and 8% Senior Notes due 2012 (included in Exhibit 4.1 hereto).	
 	4	.5	 	First Supplemental Indenture, dated October 8, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors party thereto, and Citibank, N.A., as Trustee.(5)	
 	4	.6	 	Registration Rights Agreement, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors listed on Schedule I-A thereto, and Citigroup Global Markets Inc., for themselves and as representatives of the several Initial Purchasers listed on Schedule II thereto.(4)	
 	4	.7	 	Rights Agreement, dated as of June 27, 2005, between GameStop Corp. (f/k/a GSC Holdings Corp.) and The Bank of New York, as Rights Agent.(2)	
 	5	.1	 	Opinion of Bryan Cave LLP.	
 	5	.2	 	Opinion of Oppenheimer Wolff & Donnelly LLP.	
 	10	.1	 	Separation Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp.(f/k/a GameStop Corp.).(6)	
 	10	.2	 	Tax Disaffiliation Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp.(f/k/a GameStop Corp.).(7)	
 	10	.3	 	Insurance Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(7)	
 	10	.4	 	Operating Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(7)	
 	10	.5	 	Amended and Restated 2001 Incentive Plan.(8)	
 	10	.6	 	Amendment to Amended and Restated 2001 Incentive Plan.(5)	
 	10	.7	 	Supplemental Compensation Plan.(8)	
 	10	.8	 	Form of Option Agreement.(8)	
 	10	.9	 	Form of Restricted Share Agreement.(9)	
 	10	.10	 	Stock Purchase Agreement, dated as of October 1, 2004, by and among GameStop Holdings Corp. (f/k/a GameStop Corp.), B&N GameStop Holding Corp. and Barnes & Noble, Inc.(10)	
 	10	.11	 	Promissory Note, dated as of October 1, 2004, made by GameStop Holdings Corp. (f/k/a GameStop Corp.) in favor of B&N GameStop Holding Corp.(10)	
 	10	.12	 	Credit Agreement, dated October 11, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A. and the other lending institutions listed in the Agreement, Bank of America, N.A. and Citicorp North America, Inc., as Issuing Banks, Bank of America, N.A., as Administrative Agent and Collateral Agent, Citicorp North America, Inc., as Syndication Agent, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Documentation Agent.(3)	
 	10	.13	 	Guaranty, dated as of October 11, 2005, by GameStop Corp. (f/k/a GSC Holdings Corp.) and certain subsidiaries of GameStop Corp. in favor of the agents and lenders.(3)	

Table of Contents
 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 	 	 	
 	10	.14	 	Security Agreement, dated October 11, 2005.(3)	
 	10	.15	 	Patent and Trademark Security Agreement, dated as of October 11, 2005.(3)	
 	10	.16	 	Mortgage, Security Agreement, and Assignment and Deeds of Trust between GameStop Texas LP and Bank of America, N.A., as Collateral Agent.(3)	
 	10	.17	 	Mortgage, Security Agreement, and Assignment and Deeds of Trust between Electronics Boutique of America, Inc. and Bank of America, N.A., as Collateral Agent.(3)	
 	10	.18	 	Form of Securities Collateral Pledge Agreement.(3)	
 	10	.19	 	Registration Rights Agreement, dated October 8, 2005, among EB Nevada Inc., James J. Kim and GameStop Corp. (f/k/a GSC Holdings Corp.)(3)	
 	10	.20	 	Executive Employment Agreement, dated as of April 11, 2005, between GameStop Holdings Corp. (f/k/a GameStop Corp.) and R. Richard Fontaine.(11)	
 	10	.21	 	Executive Employment Agreement, dated as of April 11, 2005, between GameStop Holdings Corp. (f/k/a GameStop Corp.) and Daniel A. DeMatteo.(11)	
 	10	.22	 	Executive Employment Agreement, dated as of December 9, 2005, between GameStop Corp. and Steven R. Morgan.(12)	
 	10	.23	 	Executive Employment Agreement, dated as of April 3, 2006, between GameStop Corp. (f/k/a GSC Holdings Corp.) and David W. Carlson.(13)	
 	21	.1	 	List of Subsidiaries of GameStop Corp. (f/k/a GSC Holdings Corp.).	
 	23	.1	 	Consent of BDO Seidman, LLP.	
 	23	.2	 	Consent of KPMG LLP.	
 	23	.3	 	Consent of Bryan Cave LLP (included in Exhibit 5.1 hereto).	
 	23	.4	 	Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.2 hereto).	
 	24	.1	 	Power of Attorney (included on signature pages to this Registration Statement).	
 	25	.1	 	Statement of Eligibility and Qualification on Form T-1 of Citibank, N.A as Trustee under the Indenture.	
 	99	.1	 	Form of Letter of Transmittal.	
 	99	.2	 	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.	
 	99	.3	 	Form of Letter to Clients.	
 	99	.4	 	Form of Notice of Guaranteed Delivery.	

 	(1) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on April 18, 2005.	
 	 	 	
 	(2) 	Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-4 of GameStop Corp. (f/k/a GSC Holdings Corp.), filed with the Securities and Exchange Commission on July 8, 2005.	
 	 	 	
 	(3) 	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 8-K, filed with the Securities and Exchange Commission on October 12, 2005.	
 	 	 	
 	(4) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on September 30, 2005.	
 	 	 	
 	(5) 	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Quarterly Report on Form 10-Q for the quarter ended October 29, 2005, filed with the Securities and Exchange Commission on December 8, 2005.	
 	 	 	
 	(6) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Amendment No. 4 to Form S-1, filed with the Securities and Exchange Commission on February 5, 2002 (No. 333-68294).	
 	 	 	
 	(7) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Amendment No. 3 to Form S-1, filed with the Securities and Exchange Commission on January 24, 2002 (No. 333-68294).	

Table of Contents
 	 	 	
 	(8) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on October 5, 2004.	
 	 	 	
 	(9) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on September 12, 2005.	

(10) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Annual Report on Form 10-K for the fiscal year ended January 29, 2005, filed with the Securities and Exchange Commission on April 11, 2005.	
 	 	
(11) 	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K filed with the Securities and Exchange Commission on April 15, 2005.	
 	 	
(12) 	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 8-K filed with the Securities and Exchange Commission on December 13, 2005.	
 	 	
(13) 	Incorporated by reference to the GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 10-K for the fiscal year ended January 28, 2006, filed with the Securities and Exchange Commission on April 3, 2006.	

Exhibit 3.4

Amended and Restated Articles of Incorporation of GameStop, Inc.

SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION

ARTICLE I

The name of the Corporation is Gamestop, Inc.

ARTICLE II

The registered office of the Corporation is located at 10120 West 76th
Street, Eden Prairie, Minnesota 55344.

ARTICLE III

1. The aggregate number of shares of capital stock which the Corporation
shall have the authority to issue is 15,000,000 shares, which shall consist of
14,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock")
and 1,000,000 shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock").

A. Of the 14,000,000 shares of Common Stock herein authorized,
1,000,000 shares shall be designated Class A Common Stock with full voting
rights and 13,000,000 shares shall be designated Class B Common Stock with no
voting rights other than as required by law. With the exception of voting
rights, the rights, preferences and limitations of the Class A Common Stock and
the Class B Common Stock are equal and identical in all respects.

B. All Common Stock outstanding as of the date of the filing hereof
is, automatically and without any further action on the part of the Board of
Directors or shareholders of the Corporation, reclassified to be Class A Common
Stock, par value $.01 per share, and all stock certificates evidencing such
shares shall represent the same number of shares of Class A Common Stock.

2. The Board of Directors may, from time to time, establish by resolution
one or more classes or series of shares of Preferred Stock, setting forth the
designation of each such class or series and fixing the relative rights and
preferences of each such class or series.

3. The Board of Directors shall have the authority to issue shares of
Common Stock to the holders of shares of Common Stock and to the holders of
shares of any class or series of Preferred Stock and to issue shares of any
class or series of Preferred Stock to the holders of shares of Common Stock and
to the holders of shares of any class or series of Preferred Stock, in any case,
for any purpose.

4. No shareholder of the Corporation shall have any preemptive rights by
virtue of Section 302A.413 of the Minnesota Statutes (or any similar provisions
of future law) to subscribe for, purchase or acquire (i) any shares of the
Corporation of any class or series, whether unissued or now or hereafter
authorized, or (ii) any obligations or other securities convertible into or
exchangeable for (or that carry any other right to acquire) any such shares,
securities or obligations, or (iii) any other rights to purchase any such
shares, securities or obligations. The Corporation shall have the power,
however, in its discretion to grant such rights by agreement or other instrument
to any person or persons (whether or not they are shareholders).

5. No shareholder of the Corporation shall be entitled to any cumulative
voting rights.

ARTICLE IV

Any action required or permitted to be taken by the Board of Directors of
the Corporation may be taken by written action signed by the number of directors
that would be required to take the same action at, a meeting of the Board of
Directors of the Corporation at which all directors are present, except as to
those actions requiring shareholder approval.

ARTICLE V

To the fullest extent permitted by the Minnesota Business Corporation Act
as the same exists or may hereafter be amended, a director of the Corporation
shall not be personally liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director. No amendment to or
repeal of this Article shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED

DEC 5 2000

/s/ Illegible
----------------------------------------
SECRETARY OF STATE

-2-

Exhibit 3.5

Amended and Restated Bylaws of GameStop, Inc.

.
.
.

AMENDED AND RESTATED BYLAWS OF
FUNCO, INC.
THROUGH FEBRUARY 18, 1999.

TABLE OF CONTENTS

Page
----

ARTICLE I: OFFICES; CORPORATE SEAL ......................................     3
Section 1.1.  Registered Office ......................................     3
Section 1.2.  Corporate Seal .........................................     3

ARTICLE II: MEETINGS OF SHAREHOLDERS ....................................     3
Section 2.1.  Place of Meeting .......................................     3
Section 2.2.  Annual Meeting .........................................     3
Section 2.3.  Special Meetings .......................................     3
Section 2.4.  Meetings Held upon Shareholder Demand ..................     3
Section 2.5.  Notice of Meetings .....................................     4
Section 2.6.  Waiver of Notice .......................................     4
Section 2.7.  Quorum; Adjourned Meetings .............................     4
Section 2.8.  Vote Required ..........................................     5
Section 2.9.  Voting Rights ..........................................     5
Section 2.10. Proxies ................................................     5
Section 2.11. Action Without a Meeting ...............................     5
Section 2.12. Record Date ............................................     5
Section 2.13. Advance Notice Requirements ............................     6

ARTICLE III: DIRECTORS ..................................................     7
Section 3.1.  General Powers .........................................     7
Section 3.2.  Number, Qualifications, and Term of Office .............     7
Section 3.3.  Meetings; Place and Notice .............................     8
Section 3.4.  Electronic Communications ..............................     8
Section 3.5.  Waiver of Notice .......................................     8
Section 3.6.  Quorum; Acts of Board ..................................     8
Section 3.7.  Vacancies ..............................................     8
Section 3.8.  Removal ................................................     8
Section 3.9.  Resignation ............................................     9
Section 3.10. Committees .............................................     9
Section 3.11. Special Litigation Committee ...........................     9
Section 3.12. Absent Directors .......................................     9
Section 3.13. Presumption of Assent ..................................     9
Section 3.14. Action Without

a Meeting ...............................     9
Section 3.15. Compensation of Directors ..............................    10
Section 3.16. Limitation of Directors' Liabilities ...................    10

ARTICLE IV: OFFICERS ....................................................    10
Section 4.1.  Number and Designation .................................    10
Section 4.2.  Chief Executive Officer ................................    10

1

Section 4.3.  Chief Financial Officer ................................    10
Section 4.4.  Chairman of the Board ..................................    11
Section 4.5.  President ..............................................    11
Section 4.6.  Vice Presidents ........................................    11
Section 4.7.  Secretary ..............................................    11
Section 4.8.  Treasurer ..............................................    11
Section 4.9.  Treasurer's Bond .......................................    11
Section 4.10. Vacancies ..............................................    11
Section 4.11. Authority and Duties ...................................    11
Section 4.12. Term; Resignation; Removal; Vacancies ..................    12
Section 4.13. Salaries ...............................................    12

ARTICLE V: SHARES AND THEIR TRANSFER ....................................    12
Section 5.1.  Certificates for Shares ................................    12
Section 5.2.  Uncertificated Shares ..................................    12
Section 5.3.  Transfer of Shares .....................................    12
Section 5.4.  Lost, Destroyed, or Stolen Certificates ................    13
Section 5.5.  Transfer Agent and Registrar ...........................    13
Section 5.6.  Facsimile Signature ....................................    13
Section 5.7.  Closing of Transfer Books; Record Date .................    13
Section 5.8.  Registered Shareholders ................................    13

ARTICLE VI: INDEMNIFICATION .............................................    14
Section 6.1.  Indemnification ........................................    14
Section 6.2.  Insurance ..............................................    14

ARTICLE VII: GENERAL CORPORATE MATTERS ..................................    14
Section 7.1.  Distributions ..........................................    14
Section 7.2.  Reserves ...............................................    14
Section 7.3.  Deposits ...............................................    14
Section 7.4.  Loans ..................................................    14
Section 7.5.  Advances ...............................................    15

ARTICLE VIII: BOOKS OF RECORD; AUDIT; FISCAL YEAR .......................    15
Section 8.1.  Share Register .........................................    15
Section 8.2.  Books, Records, and Other Documents ....................    15
Section 8.3.  Financial Statements ...................................    15
Section 8.4.  Audit ..................................................    16
Section 8.5.  Fiscal Year ............................................    16

ARTICLE IX: AMENDMENTS ..................................................    16
Section 9.1.  Amendments .............................................    16

2

AMENDED AND RESTATED BYLAWS OF
FUNCO, INC.
THROUGH FEBRUARY 18, 1999

ARTICLE I
OFFICES: CORPORATE SEAL

Section 1.1. Registered Office. The registered office of the Corporation in
Minnesota shall be that set forth in the Articles of Incorporation or in the
most recent amendment of the Articles of Incorporation or in a statement of the
Board of Directors filed with the Secretary of State of the State of Minnesota
changing the registered office in the manner prescribed by law. The Corporation
may have such other offices, within or without the State of Minnesota, as the
Board of Directors shall, from time to time, determine.

Section 1.2. Corporate Seal. If so directed by the Board of Directors, the
Corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
Corporation. The seal need only include the word "seal," but it may also
include, at the discretion of the Board, such additional wording as is permitted
by law.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 2.1. Place of Meeting. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or such other place as
may be designated by the Board of Directors or the chief executive officer,
provided, however, that any meeting called by or at the demand of a shareholder
or shareholders shall be held in the county where the principal executive office
of the Corporation is located.

Section 2.2. Annual Meeting. An annual meeting of the shareholders shall be
held on an annual basis as determined by the Board of Directors. At each annual
meeting the shareholders shall elect qualified successors for directors whose
terms have expired or are due to expire within six (6) months after the date of
the meeting and may transact any other business.

Section 2.3. Special Meetings. A special meeting of the shareholders may be
called for any purpose or purposes at any time by the chief executive officer or
the chief financial officer, by the Board of Directors, or any two or more
members thereof, or by one or more shareholders holding not less than ten
percent (10%) of the voting power of all shares of the Corporation entitled to
vote as provided in Section 2.4(b) hereof, except that a special meeting for the
purpose of considering any action to directly or indirectly facilitate or effect
a business combination, including any action to change or otherwise affect the
composition of the board of directors for that purpose, must be called by
twenty-five percent (25%) or more of the voting power of all shares entitled to
vote. The chief executive officer or the Board of Directors shall be authorized
to fix the time and date of any special meeting of the shareholders. Notice of
any special meeting shall state the purpose for which the meeting has been
called, and the business transacted at any special meeting shall be limited to
the purpose stated in the notice, unless all of the shareholders arc present in
person or by proxy and none of them objects to the consideration of additional
business.

Section 2.4. Meetings Held upon Shareholder Demand. Annual or special
meetings of the shareholders may be demanded by a shareholder under the
following circumstances:

3

(a) If an annual meeting of shareholders has not been held during the
immediately preceding fifteen (15) months, a shareholder or shareholders
holding three percent (3%) or more of all voting shares may demand an
annual meeting of shareholders by written notice of demand given to the
chief executive officer or chief financial officer of the Corporation. If
the Board fails to cause an annual meeting to be called and held as
required by law, the shareholder or shareholders making the demand may call
the meeting by giving notice as required by law, all at the expense of the
Corporation.

(b) To demand a special meeting of the shareholders, a shareholder or
shareholders shall give written notice to the chief executive officer or
the chief financial officer of the Corporation specifying the purposes of
such meeting. Upon receipt by the chief executive officer or chief
financial officer of the Corporation of a demand for a special meeting of
shareholders from any shareholder or shareholders entitled to call such a
meeting, the Board of Directors shall cause such meeting to be called and
held in compliance with the timing requirements of Minnesota Statutes
302A.433, Subd. 2, as amended from time to time.

Section 2.5. Notice of Meetings.

(a) Notice of all meetings of shareholders shall be given to every
shareholder entitled to vote, except where the meeting is an adjourned
meeting and the date, time, and place of the meeting were announced at the
time of adjournment. The notice shall be given at least ten (10) days but
not more than sixty (60) days prior to the meeting; provided, however, that
at least fourteen (14) days' notice must be given of a meeting at which the
adoption of an agreement of merger or plan of exchange is to be considered.

(b) Notice of meetings shall be given to each shareholder entitled
thereto by oral communication, by mailing a copy thereof to such
shareholder at the address he has designated or to the last known address
of such shareholder, by handing a copy thereof to such shareholder, or by
any other delivery that conforms to law. Notice by mail shall be deemed
given when deposited in the United States mail with sufficient postage
affixed.

Section 2.6. Waiver of Notice. A shareholder may waive, notice of any
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at, or after the meeting and whether given
in writing, orally, or by attendance. Attendance by a shareholder at a meeting
shall constitute waiver of notice of that meeting, except where the shareholder
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened or objects before a vote on an
item of business because the item may not lawfully be considered at the meeting
and the shareholder does not participate in consideration of the item at the
meeting.

Section 2.7. Quorum: Adjourned Meetings. The presence either in person or
by proxy of the holders of a majority of the voting power of the shares entitled
to vote at the meeting shall constitute a quorum for the transaction of
business. If, however, a quorum shall not be present in person or by proxy at
any meeting of the shareholders, those present shall have the power to adjourn
the meeting from time to time, without notice other than by announcement at the
meeting of the date, time, and location of the reconvening of the adjourned
meeting, until the requisite number of voting shares shall be represented. At
any such adjourned meeting at which the required number of voting shares shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. If a quorum is present when a duly called
or held meeting is convened, the shareholders may continue to transact business
until adjournment even though the withdrawal of shareholders originally present
leaves less than the proportion or number otherwise required for a quorum.

4

Section 2.8. Vote Required. The shareholders shall take action by the
affirmative vote of the holders of the greater of (a) a majority of the voting
power of the shares present and entitled to vote on that item of business or (b)
a majority of the voting power of the minimum number of the shares entitled to
vote that would constitute a quorum for the transaction of business at the
meeting, except where a larger proportion or number is required by statute or
the Articles of Incorporation. If the Articles of Incorporation require a larger
proportion or number than is required by statute for a particular action, the
Articles of Incorporation shall control.

Section 2.9. Voting Rights.

(a) At each meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote either in person or by proxy.
Unless otherwise provided by the Articles of Incorporation or resolution of
the Board of Directors filed with the Secretary of State, each shareholder
shall have one vote for each share held. Shares owned by two or more
shareholders may be voted by any one of them unless the Corporation
receives written notice, addressed to the Board of Directors at the address
of the registered office, from any one of them denying the authority of any
other person or persons to vote those shares. Upon demand of any
shareholder, the vote upon any question before the meeting shall be by
ballot.

(b) There shall be no cumulative voting for the election of directors.

Section 2.10. Proxies. At any meeting of the shareholders, any shareholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing and filed with an officer of the Corporation at or before the meeting.
An appointment of a proxy or proxies for shares held jointly by two or more
shareholders is valid if signed by any one of them, unless and until the
Corporation receives from any one of those shareholders written notice denying
the authority of such other person or persons to appoint a proxy or proxies or
appointing a different proxy or proxies, in which case no proxy shall be
appointed unless all joint owners sign the appointment. In the event that any
instrument shall designate two or more persons to act as proxies, a majority of
such persons present at the meeting, or if only one shall be present then that
one, shall have and may exercise all of the proxies so designated unless the
instrument shall otherwise provide. If the proxies present at the meeting are
equally divided on an issue, the shares represented by such proxies shall not be
voted on such issue. No proxy shall be valid after the expiration of eleven (II)
months from the date of its execution unless coupled with an interest or unless
the person executing it specifies therein the length of time for which it is to
continue in force, which in no case shall exceed three (3) years from the date
of its execution. Subject to the above, any duly executed proxy shall continue
in full force and effect and shall not be revoked unless written notice of its
revocation or a duly executed proxy bearing a later date is filed with an
officer of the Corporation.

Section 2.11. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting, if
authorized in writing or writings signed by all shareholders who would be
entitled to vote on that action. The written action is effective when it has
been signed by all such shareholders, unless a different effective date is
provided in the written action.

Section 2.12. Record Date. The Board of Directors may fix a date, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of
and to vote at such meeting, and in such case only shareholders of record on the
date so fixed, or their legal representatives, shall be entitled to notice of
and to vote at such meeting, notwithstanding any transfer of any shares on the
books of the Corporation after any record date so fixed. The Board of Directors
may close the books of the Corporation against transfer of shares during the
whole or any part of such

5

period. If the Board of Directors fails to fix a record date for determination
of the shareholders entitled to notice of and to vote at any meeting of
shareholders, the record date shall be the twentieth (20th) day preceding the
date of such meeting.

Section 2.13. Advance Notice Requirements. Only persons who are nominated
in accordance with the procedures set forth in this Section 2.13 shall be
eligible for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of shareholders
(a) by or at the direction of the Board of Directors or (b) by any shareholder
of the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 2.13.
Nominations by shareholders shall be made pursuant to timely notice in writing
to the Secretary of the Corporation. To be timely, a shareholder's notice of
nominations to be made at an annual meeting of shareholders must be delivered to
the Secretary of the Corporation, or mailed and received at the principal
executive offices of the Corporation, not less than 90 days before the first
anniversary of the date of the preceding year's annual meeting of shareholders.
If, however, the date of the annual meeting of shareholders is more than 30 days
before or after such anniversary date, notice by a shareholder shall be timely
only if so delivered or so mailed and received not less than 90 days before such
annual meeting or, if later, within 10 days after the first public announcement
of the date of such annual meeting. If a special meeting of the shareholders of
the Corporation is called in accordance with Section 2.3 or 2.4 for the purpose
of electing one or more directors to the Board of Directors or if a regular
meeting other than an annual meeting is held, for a shareholder's notice of
nominations to be timely it must be delivered to the Secretary of the
Corporation, or mailed or received at the principal executive office of the
Corporation, not less than 90 days before such special meeting or such regular
meeting or, if later, within 10 days after the first public announcement of the
date of such special meeting or such regular meeting. Except to the extent
otherwise required by law, the adjournment of a regular or special meeting of
shareholders shall not commence a new time period for the giving of a
shareholder's notice as described above. Such shareholder's notice shall set
forth (x) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (i) such person's name and (ii) all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (y) as to the
shareholder giving the notice, (i) the name and address, as they appear on the
Corporation's books of such shareholder and (ii) the class and number of shares
of the Corporation which are beneficially owned by such shareholder. At the
request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to a nominee. Notwithstanding anything in these
Bylaws to the contrary, no person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the procedures set forth
in this Section 2.13 and, if the Chairman should so determine that a nomination
was not made in accordance with the procedures prescribed in this Section 2.13
and, if the Chairman should so determine, the Chairman shall so declare to the
meeting and the defective nomination shall be disregarded.

At any regular or special meeting of shareholders, only such business shall
be conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the Corporation
who complies with the notice procedures set forth in this Section 2.13. For
business to be properly brought before any regular or special meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice of any
such business to be conducted at an annual meeting must be delivered to the
Secretary of the Corporation, or mailed and received at the principal executive
office of the Corporation, not less than 90 days before the first

6

anniversary of the date of the preceding year's annual meeting of shareholders.
If, however, the date of the annual meeting of shareholders is more than 30 days
before or after such anniversary date, notice by a shareholder shall be timely
only if so delivered or so mailed and received not less than 90 days before such
annual meeting or, if later, within 10 days after the first public announcement
of the date of such annual meeting. If a special meeting of shareholders of the
Corporation is called in accordance with Section 2.3 or 2.4 for any purpose
other than electing directors to the Board of Directors or if a regular meeting
other than an annual meeting is held, for a shareholder's notice of any such
business to be timely it must be delivered to the Secretary of the Corporation,
or mailed and received at the principal executive office of the Corporation, not
less than 90 days before such special meeting or such regular meeting or, if
later, within 10 days after the first public, announcement of the date of such
special meeting or such regular meeting. Except to the extent otherwise required
by law, the adjournment of a regular or special meeting of shareholders shall
not commence a new time period for the giving of a shareholder's notice as
required above. A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the regular or special
meeting (w) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (x) the
name and address, as they appear on the Corporation's books, of the shareholder
proposing such business, (y) the class and number of shares of the Corporation
which are beneficially owned by the shareholder and (z) any material interest of
the shareholder in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at any regular or special meeting
except in accordance with the procedures set forth in this Section 2.13 and, as
an additional limitation, the business transacted at any special meeting shall
be limited to the purposes stated in the notice of the special meeting. The
Chairman of the meeting shall, if the facts warrant, determine that business was
not properly brought before the meeting in accordance with the provisions of
this Section 2.13 and, if the Chairman should so determine, the Chairman shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

For purposes of this Section 2.13, "public announcement" means disclosure
(i) when made in a press release reported by the Dow Jones News Service,
Associated Press, or comparable news service, (ii) when filed in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, or (iii) when mailed as the notice of the meeting pursuant to Section
2.5 of these Bylaws.

ARTICLE III
DIRECTORS

Section 3.1. General Powers. The property, affairs, and business of the
Corporation shall be managed by the Board of Directors. The Board of Directors
may exercise all powers of the Corporation and do all lawful acts not required
by the Articles of Incorporation, these Bylaws, or law to be done by the
shareholders.

Section 3.2. Number, Qualifications, and Term of Office. The number of
directors which shall constitute the whole Board shall be at least one (1), or
such other number as may be determined by the Board of Directors or by the
shareholders at an annual meeting or a special meeting called and held for that
purposes; provided, however, that the Board of Directors may not decrease the
number of directors below the number last designated by the shareholders. The
creation of any new directorship by action of the Board of Directors shall
require the affirmative vote of a majority of the directors serving at the time
of the increase. Each of the directors shall serve until the next annual meeting
of the shareholders and until his successor shall has been duly elected and has
qualified, or until his earlier death, resignation, removal, or
disqualification. Directors need not be residents of the State of Minnesota or
shareholders of the Corporation.

7

Section 3.3. Meetings; Place and Notice. Meetings of the Board of Directors
may be held from time to time at any place within or without the State of
Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the Corporation, except as may be otherwise
unanimously agreed orally or in writing or by attendance. Board meetings may be
called by the chairman of the Board or chief executive officer on 24 hours
notice or by any director on three (3) days notice to each director. Every such
notice shall state the date, time, and place of the meeting. Notice of a meeting
called by a director other than a director who is the chairman of the board or
chief executive officer shall state the purpose of the meeting. Notice may be
given by mail, telephone, telegram, or in person. If a meeting schedule is
adopted by the Board, or if the date and time of a Board meeting has been
announced at a previous meeting, no notice is required.

Section 3.4. Electronic Communications. A conference among directors by any
means of communication through which the directors may simultaneously hear one
another during the conference constitutes a Board meeting if the notice required
by Section 3.3 of these Bylaws is given of the conference and if the number of
directors participating in the conference would be sufficient to constitute a
quorum. Participation in a meeting by such means constitutes presence in person
at the meeting.

Section 3.5. Waiver of Notice. A director may waive notice of a meeting of
the Board. Waiver of notice is effective, whether given before, at, or after the
meeting and whether given in writing, orally, or by attendance. Attendance by a
director at a meeting constitutes waiver of notice for that meeting, except
where the director objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened and does not
participate thereafter in the meeting.

Section 3.6. Quorum: Acts of Board. A majority of the directors currently
holding office shall be a quorum for the transaction of business; provided,
however, that if any vacancies exist by reason of death, resignation, or
otherwise, a majority of the remaining directors (provided such majority
consists of not less than two directors) shall constitute a quorum. In the
absence of a quorum, a majority of the directors present may adjourn the meeting
from time to time until a quorum is present. If a quorum is present when a duly
called or held meeting is convened, the directors present may continue to
transact business until adjournment, even though the withdrawal of a number of
directors originally present leaves less than the proportion or number otherwise
required for a quorum. Except as otherwise required by law or the Articles of
Incorporation or these Bylaws, the acts of a majority of the directors present
at a meeting at which a quorum is present shall be the acts of the Board of
Directors.

Section 3.7. Vacancies. Vacancies on the Board resulting from the death,
resignation, or removal of a director may be filled by the affirmative vote of a
majority of the remaining directors, even though less than a quorum. Vacancies
on the Board resulting from newly created directorships may be filled by the
affirmative vote of a majority of the directors serving at the time of the
increase. Subject to removal as provided in Section 3.8 of these Bylaws, each
director elected under this Section to fill a vacancy shall hold office until a
qualified successor is elected by the shareholders at the next annual meeting or
at a special meeting of the shareholders called for that purpose.

Section 3.8. Removal. Except as otherwise provided by law, the entire Board
of Directors or any individual director may be removed from office with or
without cause by a vote of the shareholders holding a majority of the shares
entitled to vote for the election of directors. The shareholders, by the same
majority vote, may fill any vacancy or vacancies created by such removal. Any
such vacancy not so filled may be filled by the directors as provided in Section
3.7 hereof. Any director named by the Board to fill a vacancy may be removed at
any time, with

8

or without cause, by the affirmative vote of the majority of the remaining
directors, even if the remaining directors constitute less than a quorum, if the
shareholders have not elected directors in the interval between the appointment
to fill the vacancy and the time of removal.

Section 3.9. Resignation. Any director may resign at any time by giving
written notice to the Corporation. Such resignation shall take effect on the
date of the Corporation's receipt of such notice or at any later date or time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make the resignation effective

Section 3.10. Committees.

(a) A resolution approved by the affirmative vote of a majority of the
Board may establish committees having the authority of the Board in the
management of the business of the Corporation to the extent provided in the
resolution. Except for any special litigation committee established under
Section 3.11 hereof, committees shall be subject at all times to the
direction and control of the Board.

(b) A committee shall consist of one or more natural persons, who need
not be directors, appointed by the affirmative vote of a majority of the
directors present at a duly held meeting of the Board.

(c) Minutes, if any, of committee meetings shall be made available
upon request to members of the committee and to any director.

Section 3.11. Special Litigation Committee. Pursuant to the procedure set
forth in Section 3.10, the Board may establish a committee composed of one or
more independent directors or other independent persons to consider legal rights
or remedies of the Corporation and whether those rights or remedies should be
pursued.

Section 3.12. Absent Directors. A director may give written consent or
opposition to a proposal to be acted on at a Board meeting by giving a written
statement to the Chairman of the Board or acting Chairman of the Board setting
forth a summary of the proposal to be voted on and containing a statement from
the director on how he votes on such proposal. If the director is not present at
the meeting, consent or opposition to a proposal does not constitute presence
for purposes of determining the existence of a quorum, but consent or opposition
shall be counted as a vote in favor of, or against, the proposal and shall be
entered in the minutes or other record of action of the meeting if the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal to which the director has consented or objected.

Section 3.13. Presumption of Assent. A director who is present at a meeting
of the Board when an action is approved by the affirmative vote of a majority of
the directors present is presumed to have assented to the action approved,
unless the director;

(a) objects at the beginning of the meeting to the transaction of the
business because the meeting is not lawfully called or convened and does
not participate thereafter in the meeting, in which case the director shall
not be considered to be present at the meeting for any purpose; and

(b) votes against the action at the meeting; or

(c) is prohibited by law from voting on the action.

Section 3.14. Action Without a Meeting. Any action required or permitted to
be taken at a Board meeting may be taken by written consent of the number of
directors that would be

9

required to take the same action at a meeting of the Board of Directors at which
all directors were present, provided that the proposed action need not be
approved by the shareholders and that the Articles of Incorporation so provide.
The written action is effective when signed by the necessary number of directors
unless a different effective date is stated in the written action.

Section 3.15. Compensation of Directors. By resolution of the Board of
Directors, each director may be paid his or her expenses, if any, of attendance
at each Board meeting and may be paid a stated amount as a director or a fixed
sum for attendance at each Board meeting, or both. No such payment shall
preclude a 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 3.16. Limitation of Directors' Liabilities. A director shall not be
liable to the Corporation or its share-holders for dividends illegally declared,
distributions illegally made to shareholders, or any other action taken in good
faith reliance upon financial statements of the Corporation represented to him
to be correct by the chief executive officer of the Corporation or the officer
having charge of its books of account or certified by an independent or
certified public accountant to fairly reflect the financial condition of the
Corporation; nor shall any director be liable if in good faith in determining
the amount available for dividends or distribution the Board values the assets
in a manner allowable under applicable law.

ARTICLE IV
OFFICERS

Section 4.1. Number and Designation. The officers of the Corporation shall
be elected or appointed by the Board of Directors. The Corporation shall have
one or more natural persons exercising the functions of the offices of chief
executive officer and chief financial officer. The Board of Directors may elect
or appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties, and
responsibilities as may be determined by the Board, including, without
limitation, a chairman of the Board (who shall be a director), a president, a
secretary, and a treasurer, each of whom shall have the powers, rights, duties,
and responsibilities set forth in these Bylaws, unless otherwise determined by
the Board. Any of the offices or functions of those offices may be held or
performed by the same person.

Section 4.2. Chief Executive Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the chief executive officer (a)
shall be responsible for the general active management of the business of the
Corporation; (b) shall, when present, preside at all meetings of the
shareholders; (c) shall be responsible for implementing all orders and
resolutions of the Board; (d) shall sign and deliver in the name of the
Corporation any deeds, mortgages, bonds, contracts, or other instruments
pertaining to the business of the Corporation, except where authority to sign
and deliver is required or permitted by law to be exercised by another person
and except where such authority is expressly delegated by these Bylaws or by the
Board to some other officer or agent of the Corporation; (e) may maintain
records of and certify proceedings of the Board and shareholders; and (f) shall
perform such other duties as may from time to time be assigned by the Board.

Section 4.3. Chief Financial Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the chief financial officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
monies, drafts, and checks in the name of and to the credit of the Corporation
in such banks and depositories as the Board of Directors shall designate from
time to time; (c) shall endorse for deposit all notes, checks, and drafts
received by the Corporation as ordered by the Board, making proper vouchers
therefor, (d) shall disburse the funds of the Corporation as may be ordered by
the Board of Directors or the chief executive

10

officer, making proper vouchers therefor; (e) shall render to the chief
executive officer and the Board of Directors, whenever requested, an account of
all of his transactions as chief financial officer and of the financial
condition of the Corporation; and (f) shall perform such other duties as may be
assigned by the Board of Directors or the chief executive officer from time to
time.

Section 4.4. Chairman of the Board. The chairman of the Board of the
Corporation shall preside at all meetings of the Board of Directors and shall
perform such other functions as may be determined from time to time by the
Board.

Section 4.5. President. Unless otherwise determined by the Board of
Directors, the president shall be the chief executive officer of the
Corporation. If an officer other than the president is designated chief
executive officer, the president shall perform such duties as may from time to
time be assigned to him by the Board, or if authorized by the Board, such duties
as are assigned to him by the chief executive officer.

Section 4.6. Vice Presidents. Any one or more vice presidents, if any, may
be appointed by the Board of Directors. During the absence or disability of the
president, it shall be the duty of the highest ranking vice president to perform
the duties of the president. The determination of who is the highest ranking of
two or more persons holding the same office shall, in the absence of specific
designation of order or rank, by the Board of Directors, be made on the basis of
the earliest date of appointment or election, or, in the event of simultaneous
appointment or election, on the basis of the longest continuous employment by
the Corporation.

Section 4.7. Secretary. The secretary, unless otherwise determined by the
Board, shall attend all meetings of the shareholders and all meetings of the
Board of Directors, shall record or cause to be recorded all proceedings thereof
in a book to be kept for that purpose, and may certify such proceedings. Except
as otherwise required or permitted by law or by these Bylaws, the secretary
shall give or cause to be given notice of all meetings of the shareholders and
all meetings of the Board of Directors.

Section 4.8. Treasurer. Unless otherwise determined by the Board, the
treasurer shall be the chief financial officer of the Corporation. If an officer
other than the treasurer is designated chief financial officer, the treasurer
shall perform such duties as may from time to time be assigned to him by the
Board.

Section 4.9. Treasurer's Bond. 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 4.10. Vacancies. If any office becomes vacant by reason of death,
resignation, retirement, disqualification, removal, or other cause, the
directors then in office, although less than a quorum, may by a majority vote,
choose a successor or successors who shall hold office for the unexpired term in
respect of which such vacancy occurred.

Section 4.11. Authority and Duties. In addition to the foregoing authority
and duties, all officers of the Corporation shall respectively have such
authority and perform such duties i the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board delegate some or all of the duties and powers
of an office & other persons.

11

Section 4.12. Term: Resignation: Removal: Vacancies:

(a) All officers of the Corporation shall hold office until their
respective successors are chosen and have qualified or until their earlier
death, resignation, removal.

(b) An officer may resign at any time by giving written notice to the
Corporation. The resignation is effective without acceptance when the
notice is given to the Corporation, unless a later effective date is
specified in the notice.

(c) An officer may be removed at any time, with or without cause, by a
resolution approved by an affirmative vote of the majority of the directors
present at a duly held Board meeting.

(d) A vacancy in an office because of death, resignation, removal,
disqualification, or other cause may, or in the case of a vacancy in the
office of chief executive officer or chief financial officer shall, be
filled by the Board.

Section 4.13. Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by the chief executive officer, if
authorized by the Board.

ARTICLE V
SHARES AND THEIR TRANSFER

Section 5.1. Certificates for Shares.

(a) Certificates of shares, if any, of the Corporation shall be in
such form as shall be prescribed by law and adopted by the Board of
Directors, certifying the number of shares of the Corporation owned by each
shareholder. The certificates shall be numbered in the order in which they
are issued and shall be signed, in the name of the Corporation, by the
chief executive officer or the chief financial officer or secretary or by
such officers as the Board of Directors may designate. Such signatures may
be by facsimile if authorized by the Board of Directors or these Bylaws.
Such certificates shall also have such legends as may be required by any
shareholder agreement or other agreement.

(b) A certificate representing shares issued by the Corporation shall,
if the Corporation is authorized to issue shares of more than one class or
series, set forth upon the face or back of the certificate, or shall state
that the Corporation will furnish to any shareholder upon request and
without charge, a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class or series
authorized to be issued, so far as they have been determined, and the
authority of the Board to determine the relative rights and preferences of
subsequent classes or series.

Section 5.2. Uncertificated Shares. Some or all of any or all classes and
series of the shares of stock of this Corporation, upon a resolution approved by
the Board of Directors, may be uncertificated shares. Within twenty (20)
calendar days after the issuance or transfer of uncertificated shares, the chief
executive officer shall send to the shareholder such notice as may be required
by law.

Section 5.3. Transfer of Shares. Transfer of certificated shares on the
books of the Corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares therefor properly endorsed. The Corporation may
treat as the absolute owner of shares of the Corporation, the person or persons
in whose name or names the shares are registered on the books of the
Corporation. The

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transfer of uncertificated shares, if any, shall be made by the means determined
by the Board of Directors. Every certificate surrendered to the Corporation for
exchange or transfer shall be canceled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such existing
certificate shall have been so canceled.

Section 5.4. Lost, Destroyed, or Stolen Certificates. Any shareholder
claiming that a certificate for shares has been lost, destroyed, or stolen shall
make an affidavit of that fact in such form as the Board of Directors may
require and shall, if the Board of Directors so requires, give the Corporation a
sufficient indemnity bond, in form, in an amount, and with one or more sureties
satisfactory to the Board of Directors, to indemnify the Corporation against any
claims that may be made against it on account of the reissue of such
certificate. A replacement certificate shall then be issued for the same number
of shares as represented by the certificate alleged to have been lost,
destroyed, or stolen.

Section 5.5. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates for shares to bear the signature or
signatures of any of them.

Section 5.6. Facsimile Signature. Where any certificate is manually signed
by a transfer agent, a transfer clerk, or a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the chief
executive officer or other proper officer of the Corporation authorized by the
Board of Directors may be inscribed on the certificate in lieu of the actual
signature of the officer. The fact that a certificate bears the facsimile
signature of an officer who no longer holds office shall not affect the validity
of the certificate, and such certificate, if otherwise validly issued, shall
have the same effect as if the former officer held that office at the date the
certificate was issued.

Section 5.7. Closing of Transfer Books: Record Date. The Board of Directors
may close the stock transfer books of the Corporation for a period not exceeding
sixty (60) days preceding the date of any meeting of shareholders, the date for
payment of any dividend or distribution or the date any change, conversion, or
exchange of capital stock shall become effective. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date, not exceeding
sixty (60) days preceding the date for payment of any dividend or distribution,
or the date any change, conversion, or exchange of capital stock shall become
effective, as a record date for the determination of the shareholders entitled
to receive payment of any such dividend or distribution, or to exercise the
rights in respect of any such change, conversion, or exchange of capital stock,
and in such case such shareholders and only such shareholders shall be
shareholders of record on the date so fixed and shall be entitled to receive
payment of such dividend or distribution, or to exercise such rights,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date. If the Board of Directors fails to fix such a record date
the record date shall be the twentieth (20th) day preceding the date of payment
or the date the change, conversion, or exchange becomes effective.

Section 5.8. Registered Shareholders. 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 shall be entitled
to hold liable for calls and assessments a person so 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 applicable law.

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ARTICLE VI
INDEMNIFICATION

Section 6.1. Indemnification. The Corporation, shall indemnify such
persons, for such expenses and liabilities, j such manner, under such
circumstances, and to such extent, as required or permitted by Minn. Stat.
Section 302A.521, as amended from time to time, or as required or permitted by
other provisions c law.

Section 6.2. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted against and incurred by such person in or arising from that capacity,
whether or not the Corporation would otherwise be required to indemnify the
person against the liability.

ARTICLE VII
GENERAL CORPORATE MATTERS

Section 7.1. Distributions. Subject to the Articles of Incorporation and
these Bylaws, the Board of Directors may declare dividends payable in either
cash, property or shares, acquire or exchange shares, or make other
distributions with respect to shares of the Corporation whenever and in such
amounts as, in its opinion, the condition and affairs of the Corporation shall
render advisable.

Section 7.2. Reserves. Before payment of any dividend, the Board of
Directors may 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 deems
proper as a reserve or reserves to meet contingencies, for equalizing dividends,
for repairing or maintaining any property of the Corporation, or for such other
purposes as the Board of Directors deems conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve.

Section 7.3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

Section 7.4. Loans. The Corporation shall not lend money to, guarantee the
obligation of, become a surety for, or otherwise financially assist any person
unless the transaction, or class of transactions to which the transaction
belongs, has been approved by the affirmative vote of a majority of directors
present and:

(a) is in the usual and regular course of business of the Corporation;

(b) is with, or for the benefit of, a related corporation, an
organization in which the Corporation has a financial interest, an
organization with which the Corporation has a business relationship, or an
organization to which the Corporation has the power to make donations;

(c) is with, or for the benefit of, an officer or other employee of
the Corporation or a subsidiary, including an officer or employee who is a
director of the Corporation or a subsidiary, and may reasonably be
expected, in the judgment of the Board of Directors, to benefit the
Corporation; or

(d) has been approved by the affirmative vote of the holders of
two-thirds of the outstanding shares, including both voting and nonvoting
shares.

14

Section 7.5. Advances. The Corporation may, without a vote of the
directors, advance money to its directors, officers, or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.

ARTICLE VIII
BOOKS OF RECORD; AUDIT; FISCAL YEAR

Section 8.1. Share Register. The Board of Directors of the Corporation
shall cause to be kept at its principal executive office, or such other place or
places within the United States as determined by the Board, a share register not
more than one year old, containing the names and addresses of the shareholders
and the number and classes of the shares held, and the dates on which the
certificates therefor were issued.

Section 8.2. Books, Records, and Other Documents. The Board of Directors
shall cause to be kept at its principal executive office, originals or copies
of:

a) records of all proceedings of the shareholders and directors for
the last three years;

b) Articles of Incorporation of the Corporation and all amendments
thereto currently in effect;

c) Bylaws of the Corporation and all amendments thereto currently in
effect;

d) financial statements as described in Section 8.3 hereof, if such
statements have been prepared by or for the Corporation;

e) reports made to shareholders generally within the immediately
preceding three years;

f) a statement of the names and usual business addresses of the
directors and principal officers of the Corporation;

g) voting trust agreements; and

h) shareholder control agreements, if any.

Section 8.3. Financial Statements. To the extent that they have been
prepared by or for the Corporation, the financial statements required to be kept
at the principal executive or registered office of the Corporation pursuant to
Section 8.2(d) hereof are as follows:

a) annual financial statements, including at least a balance sheet as
of the end of, and a statement of income for, each fiscal year, and

b) financial statements for the most recent interim period prepared in
the course of the operations of the Corporation for distribution to the
shareholders or submission to a governmental agency as a matter of public
record.

15

Section 8.4. Audit. The Board of Directors may cause the records and books
of account of the Corporation to be audited each fiscal year.

Section 8.5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

ARTICLE IX
AMENDMENTS

Section 9.1. Amendments. Except as limited by the Articles of
Incorporation, these Bylaws may be altered, amended, or repeated by the
affirmative vote of a majority of the members of the Board of Directors. This
authority of the Board of Directors is subject to the power of the shareholders
to change or repeal such Bylaws, and the Board of Directors shall not make or
alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies on the Board, or fixing
the number of directors or their classifications, qualifications, or terms of
office, but the Board may adopt or amend a Bylaw to increase the number of
directors.

The undersigned. Chief Executive Officer of Funco, Inc., a Minnesota
corporation, does hereby certify that the foregoing Amended and Restated Bylaws
were duly adopted as the Bylaws of the Corporation by its Board of Directors and
Shareholders effective May 4, 1992.

/s/ David R. Pomije
----------------------------------------
David R. Pomije
Chief Executive Officer

Effective February 18, 1999, the Bylaws have been amended to incorporate
revisions to Section 2.13.

16

Exhibit 3.6

Certificate of Limited Partnership of GameStop Texas LP.

FORM 207                                                THIS SPACE RESERVED FOR
(REVISED 9/03)                                                OFFICE USE.

Return in Duplicate to:                                          FILED
Secretary of State                  (SEAL)               In The Office of the
P.O. Box 13697                                           Secretary of State of
Austin. TX 78711-3697           CERTIFICATE OF                   Texas
FAX: 512/463-5709            LIMITED PARTNERSHIP              MAY 27 2004
PURSUANT TO
FILING FEE: $750               ARTICLE 6132A-1           CORPORATIONS SECTION

1. Name of Limited Partnership

The name of the limited partnership is as set forth below:

GAMESTOP TEXAS LP

The name must contain the words "Limited Partnership," or Limited," or the
abbreviation "LP.," "LP," or "Ltd." as the last words or letters of its name.
The name must not be the same as, deceptively similar to or similar to that of
an existing corporate, limited liability company, or limited partnership name on
file with the secretary of state. A preliminary check for "name availability" is
recommended.

2. Principal Office

The address of the principal office in the United States where records of the
partnership are to be kept or made available is set forth below:

Street Address 2250 William D. Tate Ave.,

City                            State         Zip Code            Country
----                            -----         --------            -------
Grapevine                       TX            76051               USA

3. Registered Agent and Registered Office (Select and Complete either

A or B
then complete C:)                                

[X]  A. The initial registered agent is an organization (cannot be partnership
named above) by the name of:

Capitol Corporate Services. Inc.

OR

[ ]  B. The initial registered agent is an individual resident of the state
whose name is set forth below:

First Name             M.I.         Last Name           Suffix
----------             ----         ---------           ------

C. The business address of the registered agent and the registered office
address is:

Street Address                  City             State   Zip Code
--------------                  ----             -----   --------
800 Brazos Street, Suite 1100   Austin           TX      78701

4. General Partner Information

The name, mailing address, and the street address of the business or residence
of each general partner is as follows:

General Partner 1

LEGAL ENTITY: The general partner is a legal entity named:

GameStop of Texas (GP), LLC

INDIVIDUAL: The general partner is an individual whose name is set forth below:

First Name                  M.I.                 Last Name                Suffix
----------                  ----                 ---------                ------

MAILING ADDRESS OF GENERAL PARTNER 1

Mailing Address             City                 State                    Zip Code
---------------             ----                 -----                    --------
2250 William D. Tate Ave.                                                   76051

STREET ADDRESS OF GENERAL PARTNER 1

Street Address              City                 State                    Zip Code
--------------              ----                 -----                    --------
Same

General Partner 2

LEGAL ENTITY: The general partner is a legal entity named:

INDIVIDUAL: The general partner is an individual whose name is set forth below:

Partner 2-First Name        M.I.                 Last Name                Suffix
--------------------        ----                 ---------                ------

MAILING ADDRESS OF GENERAL PARTNER 2

Mailing Address             City                 State                    Zip Code
---------------             ----                 -----                    --------

STREET ADDRESS OF GENERAL PARTNER 2

Street Address              City                 State                    Zip Code
--------------              ----                 -----                    --------

5 - SUPPLEMENTAL INFORMATION

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

EFFECTIVE DATE OF FILING

[X]  A. This document win become effective when the document is filed by the
secretary of state.

OR

[ ]  B. This document will become effective at a later date, which is not more
than ninety (90) days from the date of its filing by the secretary of
state. The delayed effective date is

EXECUTION

The undersigned sign this document subject to the penalties imposed by law for
the submission of a false or fraudulent document.

Gamestop of Texas (GP), LLC

Name of General Partner 1               Name of General Partner 2

David W. Carlson
---------------------------------
By: David W. Carlson,
Manager of GameStop of Texas
(GP), LLC, Sole General Partner

------------------------------------    ----------------------------------------
SIGNATURE OF GENERAL PARTNER 1          SIGNATURE OF GENERAL PARTNER 2

Exhibit 3.7

Limited Partnership Agreement of GameStop Texas LP, dated as of May 27, 2004.

GAMESTOP TEXAS LP

LIMITED PARTNERSHIP AGREEMENT

THIS LIMITED PARTNERSHIP AGREEMENT, dated as of the 27th day of May,
2004 (the "Agreement"), between GameStop of Texas (GP), LLC, a Delaware limited
liability company, having an address at 2250 William D. Tate Avenue, Grapevine,
Texas 76051 (hereinafter referred to as the "General Partner") and GameStop
(LP), LLC, a Delaware limited liability company, having an address at 724 First
Street North, 4th Floor, Minneapolis, MN 55401 (hereinafter referred to as the
"Limited Partner").

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner (each a "Partner"
and collectively, the "Partners") desire to organize a limited partnership under
the laws of the Texas Revised Limited Partnership Act, as amended from time to
time (the "Texas Act"), to be known as GameStop Texas LP (the "Partnership");
and

WHEREAS, the Partners desire to provide for the regulation and
establishment of the affairs of the Partnership, the conduct of its business and
the relations among them as Partners.

NOW, THEREFORE, it is mutually agreed as follows:

1. Formation. The Partners hereby agree to form the Partnership as a
limited partnership under the laws of the State of Texas in accordance with the
Texas Act, and, as such, promptly after the execution of this Agreement, the
General Partner shall prepare, execute and file with the Texas Secretary of
State the Certificate of Limited Partnership pursuant to the Texas Act.

2. Purpose. The purpose of the Partnership is to engage in the ownership
and operation of retail sellers of video game products and PC entertainment
software under the "GameStop" trade name in the State of Texas and any related
activities.

3. Name and Principal Office. The name of the Partnership shall be GameStop
Texas LP and the principal office of the Partnership shall be located at 2250
William D. Tate Avenue, Grapevine, Texas 76051 (the "Principal Office").

4. Registered Office and Registered Agent. The initial registered agent of
the Partnership is CT Corporation System, 350 North St. Paul Street, Dallas, TX
75201. The registered agent may be changed from time to time by amending the
Certificate of Limited Partnership pursuant to the Texas Act. The registered
office of the Partnership shall be the initial registered office named in the
Certificate of Limited Partnership or such other office within the State of
Texas (which need not be a place of business of the Partnership) as the General
Partner

may designate from time to time in accordance with the Texas Act upon notice to
the Limited Partner.

5. Partners.

(a) GameStop of Texas (GP), LLC shall be the General Partner.

(b) GameStop (LP), LLC shall be the Limited Partner.

6. Term. The term of the Partnership shall commence on the date that the
Certificate of Limited Partnership is filed with the Texas Secretary of State
and shall continue until the Partnership shall be dissolved and its affairs
wound up upon:

(a) an election to dissolve the Partnership made in writing by all the
Partners;

(b) an event of withdrawal with respect to any general partner (as
defined in Section 4.02 of the Texas Act); or

(c) an entry of a decree of judicial dissolution under Section 8.02 of
the Texas Act.

7. Capital Contributions, (a) The General Partner agrees to contribute to
the capital of the Partnership the assets and liabilities set forth on Schedule
A attached hereto, value for Adjusted Capital Account purposes at $2,618,347.07.

(b) The Limited Partner agrees to contribute to the capital of the
Partnership the assets and liabilities set forth on Schedule B attached hereto,
valued for Adjusted Capital Account purposes at $259,216,360.30.

(c) The Partners shall receive no interest on their capital
contributions.

(d) No Partner having a negative balance in its capital account as a
result of distributions or allocations of Net Profits and Net Losses in
accordance with this Agreement shall have any obligation to the Partnership or
to the other Partner to restore its capital account to zero.

8. Allocation and Distribution of Net Profits, Net Losses and Available
Cash.

(a) Definitions. For the purposes of this Agreement:

(i) "Adjusted Capital Account" means the cash and the net agreed
fair market value of any property contributed by a Partner, (A) reduced
from time to time by (1) the agreed fair market value of any distributions
from the Partnership to such Partner (net of liabilities secured by such
distributed property that such Partner is considered to assume or take
subject to under Section 752 of the Code), and (2) Net Losses and any
non-deductible and non-amortizable expenditures of the Partnership
allocated to such Partner, and (B) increased from time to time by (3) any
Net Profits allocable to such Partner, and (4) the agreed fair market value
of any additional contributions made by

2

such Partner (net of liabilities secured by such distributed property that
such Partner is considered to assume or take subject to under Section 752
of the Code) and (C) otherwise adjusted as required under Treasury
Regulations Section 1.704-l(b)(2)(iv). In addition, upon a distribution in
kind of Partnership Property (as defined in Paragraph 10 hereof), the
Adjusted Capital Accounts of the Partners shall be increased or decreased,
as the case may be, as though such Partnership Property had been sold for
an amount equal to its fair market value and gain or loss which would have
been recognized were the property actually sold had been allocated to the
Partners pursuant to Paragraph 8(c) hereof.

(ii) "Available Cash" shall mean the cash receipts of the
Partnership from any source increased by any amounts previously held in
reserve which the General Partner determines to be no longer necessary,
less (A) cash expenditures of the Partnership other than (1) expenditures
made out of reserve accounts and (2) distributions to Partners pursuant to
Paragraphs 8(b) or 16 hereof, and (B) any additions to reserves which the
General Partner shall determine to be necessary to provide funds for any
reason whatsoever.

(iii) "Capital Contribution" shall mean the aggregate capital
contribution made from time to time in cash and/or property by a Partner to
the Partnership.

(iv) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

(v) "Net Profits" or "Net Losses" shall mean, for any period, the
net profits (including gain on sale) or net losses of the Partnership for
Federal income tax purposes during such period.

(vi) "Partnership Percentage" shall mean, with respect to each
Partner, the percentage figure set forth below as follows:

The General Partner    1.0%
The Limited Partner   99.0%

(b) Distributions of Cash. Any Available Cash with respect to any
fiscal year shall be distributed to the Partners in proportion to their
respective Partnership Percentages.

(c) Allocations of Net Profits and Net Losses.

(i) Any Net Profits and Net Losses with respect to any fiscal
year shall be allocated to the Partners in proportion to their respective
Partnership Percentages.

(ii) Appropriate adjustments shall be made to the allocations to
the extent required to comply with the "qualified income offset," "minimum
gain chargeback" and "chargeback for nonrecourse debt for which a partner
bears a risk of loss" rules of the Treasury Regulations promulgated
pursuant to Section 704(b) of the Code. To the extent permitted by such
Treasury Regulations, the allocations in such year and subsequent years
shall be further adjusted so that the cumulative effect of all the

3

allocations shall be the same as if all such allocations were made pursuant
to Paragraph 8(c)(i) hereof.

(d) Notwithstanding paragraph 8(c)(i) and (ii) above, solely for
federal income tax purposes, appropriate adjustments should be made to the
allocations of Net Profits and Net Losses to the extent required under Section
704(c) of the Code and the Treasury Regulations thereunder.

9. Rights and Duties of the General Partner. The General Partner shall be
responsible for the day-to-day operations of the Partnership and shall possess
all rights, powers and privileges of a general partner under the Texas Act.

10. Rights and Duties of the Limited Partner. (a) The Limited Partner shall
not participate in the management of the Partnership business. No part of the
Capital Contribution of the Limited Partner shall be withdrawn unless all
liabilities of the Partnership, except obligations to Partners on account of
their Capital Contributions, have been paid, or unless the Partnership has
assets sufficient to pay them.

(b) The Limited Partner hereby consents to the General Partner
entering into any contract or transaction on such terms and conditions as may be
approved by the General Partner in its sole discretion, and to the employment,
when and if required, of such brokers, attorneys, accountants and managing and
other agents for the Partnership as the General Partner may from time to time
designate. The fact that a Partner, General or Limited, or a principal or
partner thereof is employed by or is directly or indirectly interested in or
connected with any person, firm or corporation employed by the Partnership to
perform a service, or from or with which the Partnership may purchase any
property or have other business dealings, shall not prohibit the General Partner
from employing or otherwise dealing with such person, firm or corporation,
provided that the terms of any such employment or obligation shall be generally
as favorable to the Partnership as would be available in an arm's length
transaction, and neither the Partnership nor any of the Partners shall have any
rights in or to any income or profits derived therefrom.

11. Officers. (a) The General Partner may designate one or more individuals
as officers of the Partnership who may but need not have titles, and shall
exercise and perform such powers and duties as shall be assigned to them from
time to time by the General Partner. Any officer may be removed by the decision
of the General Partner at any time, with or without cause. Each officer shall
hold office until his or her successor is elected and qualified. Any number of
offices may be held by the same individual. Any salaries and other compensation
of the officers shall be fixed by the General Partner. The initial officers
shall be as follows:

(i) R. Richard Fontaine ("Fontaine") shall be the Chief Executive
Officer of the Partnership and, in such capacity, shall have general
supervision, directions and control of the business and affairs of the
Partnership. So long as he is an officer of the Partnership, Fontaine shall
devote such time, attention and energies as may be necessary in his
judgment to perform his duties hereunder.

4

(ii) Daniel DeMatteo ("DeMatteo") shall be the President of the
Partnership and, in such capacity, shall have general supervision,
direction and control of the business and affairs of the Partnership,
subject to the supervision of the Chief Executive Officer. So long as he is
an officer of the Partnership, DeMatteo shall devote such time, attention
and energies as may be necessary in his judgment to perform his duties
hereunder.

(iii) David W. Carlson ("Carlson") shall be the Executive Vice
President and Chief Financial Officer of the Partnership, and in such
capacities, shall have general supervision, direction and control of the
business and financial affairs of the Partnership, subject to the
supervision of the Chief Executive Officer. So long as he is an officer of
the Partnership, Carlson shall devote such time, attention and energies as
may be necessary in his judgment to perform his duties hereunder.

(b) Execution of Contracts. Each of the Chief Executive Officer, the
Executive Vice President, the Chief Financial Officer, the President, or any
other officer authorized by such Officers or the General Partner shall execute
all bonds, mortgages, agreements, deeds, instruments and other contracts and
documents, except: (i) where required or permitted by law or this Agreement to
be otherwise signed and executed and (ii) where signing and execution thereof
shall be expressly delegated by the General Partner to some other officer or
agent of the Partnership.

(c) Officers as Agents. The officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the General
Partner not inconsistent with this Agreement, are agents of the Partnership for
the purpose of the Partnership's business and the actions of the officers taken
in accordance with such powers shall bind the Partnership.

12. Other Activities. Any Partner may engage in or possess an interest in
other business ventures of every nature and description, independently or with
others, and neither the Partnership nor the other Partner shall have any rights
or interest by virtue of this Agreement in and to said independent ventures or
the income or profits derived therefrom.

13. Banking. All funds of the Partnership shall be deposited in such bank
account or accounts as shall be designated by the General Partner. Withdrawals
from any such bank account or accounts shall be made upon such signature or
signatures as the General Partner may designate.

14. Conveyance. Any deed, assignment, bill of sale, mortgage, contract of
sale, financing instrument or other commitment purporting to convey or encumber
the interest of the Partnership in all or any portion of any real or personal
property at any time held in its name shall be signed solely by the General
Partner.

15. Partnership Records and Tax Returns. (a) The Partnership shall maintain
full and accurate records as required under Section 1.07 of the Texas Act at its
Principal Office and each Partner shall have the right to inspect and examine
such records at reasonable times upon reasonable notice.

5

(b) The General Partner shall cause to be sent to the Limited Partner,
as promptly as practicable after the close of each fiscal year of the
Partnership, a copy of Schedule K-1 of Form 1065 of the Partnership or other
similar document setting forth the information called for in Schedule K-1.
Within a reasonable time thereafter, the General Partner shall cause to be sent
to each Partner an annual financial statement of Partnership profits and losses,
prepared on the same basis as that used in preparing the Partner's federal
income tax return and a Partnership balance sheet for and as of the year then
ended.

16. Assignability. (a) The General Partner shall not assign its interest as
a General Partner or any part thereof, and any attempted assignment shall be
void and shall not bind the Partnership, without the Limited Partner's consent.

(b) No assignee of the Limited Partner may be substituted as a partner
under this Agreement without the express written consent of the General Partner,
which consent may be withheld at the sole discretion of the General Partner. Any
attempted assignment, except as permitted hereunder, shall be void and shall not
bind the Partnership.

(c) All costs and expenses incurred by the Partnership in connection
with the assignment of a Partnership interest, including any filing fees and
publishing costs and the fees and disbursements of the Partnership's attorneys,
shall be paid by the assigning Partner or if not paid by it then by its
assignee.

(d) Each person who becomes a Partner in the Partnership, by becoming
a Partner, shall agree to be bound by the provisions of this Agreement and to
ratify and be bound by all prior action taken by the Partnership.

(e) A Partner may pledge, encumber or otherwise dispose or hypothecate
all or any part or parts of his interest as a Partner only if the other Partner
consents in writing to the pledge, encumbrance or other disposition or
hypothecation. Any attempted pledge, encumbrance or other dispositions or
hypothecations except as permitted shall be void and shall not bind the
Partnership.

17. Termination of the Partnership. (a) In the event the Partnership is to
be dissolved as provided in Paragraph 6 hereof, the General Partner shall
proceed to windup the affairs of the Partnership and the proceeds of such
winding up shall be applied and distributed in the following order of priority:

(i) First, to the payment of creditors of the Partnership,
including Partners who are creditors of the Partnership, as required under
Section 8.05 of the Texas Act.

(ii) Second, the expenses of dissolving and winding up the
Partnership.

(iii) Third, to the setting up of any reserves which the General
Partner may deem reasonably necessary for any contingent or unforeseen
liabilities or obligations of the Partnership or of the General Partner
arising out of or in connection with the Partnership. At the expiration of
such period as shall be deemed advisable, after payment of any of the
aforementioned contingencies, the balance of such reserves thereafter

6

remaining shall be distributed in the manner hereinafter provided, together
with accrued interest thereon, if any.

(iv) Fourth, any balance remaining shall be distributed to all of
the Partners in the same manner that Available Cash is distributable to
them pursuant to Paragraph 8(b) hereof.

(b) If the General Partner so determines, the Partnership Property or
any part thereof may be distributed in kind, each Partner accepting in
satisfaction of its interest in the Partnership an undivided interest in such
Partnership Property subject to a proportionate share of its liabilities.

(c) A reasonable time shall be allowed for the orderly liquidation of
the assets of the Partnership and the discharge of liabilities to creditors so
as to enable the General Partner to minimize the normal losses attendant upon a
liquidation.

18. Certificate of Cancellation. Following the winding up of the
Partnership, or at any other time when there are no Partners, a certificate of
cancellation shall be filed with the Texas Secretary of State pursuant to the
Section 2.03 of the Texas Act.

19. Power of Attorney. The Limited Partner hereby irrevocably constitutes
and appoints the General Partner and its respective officers, each with full
powers of substitution, as its true and lawful attorney, in its name, place and
stead:

(a) to make, execute, acknowledge, deliver, file, record and publish:

(i) A Certificate of Limited Partnership of the Partnership with
the Texas Secretary of State, and any and all amendments thereto, and such
other certificates, instruments, or documents, that may be appropriate or
required to reflect:

(A) A change of the name or the location of the principal
place of business of the Partnership or of the name or address of any
Partner;

(B) A person's becoming an additional Limited Partner or
substituted Limited Partner of the Partnership or the withdrawal of a
Partner of the Partnership; or

(C) Any change in or amendment of this Agreement;

(ii) Such certificates, instruments and documents as may be
required by, or may be appropriate under, the laws of any state or other
jurisdiction in which the Partnership is doing business in connection with
a qualification to do business and with the use of the name of the
Partnership by the Partnership;

(iii) Any other certificate or other instrument which may be
required to be filed by the Partnership under the laws of the State of
Texas, or which the General Partner shall deem it advisable to file, and/or
any and all amendments thereto or modifications thereof; and

7

(iv) All documents which may be required to effectuate the
dissolution and winding up of the Partnership.

(b) To take any other or further action, including, without
limitation, furnishing verified copies of this Agreement and/or excerpts
therefrom, which said attorney-in-fact shall consider necessary or convenient in
connection with any of the foregoing, hereby giving said attorney-in-fact full
power and authority to do and to perform each and every act and thing whatsoever
requisite and necessary to be done in and about the foregoing as fully as the
undersigned might or could do if personally present, and hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be done
by virtue hereof, it being expressly understood and intended by each Limited
Partner that the grant of the foregoing power of attorney:

(i) is a special power of attorney coupled with an interest and
that the foregoing power of attorney shall survive the death or
incompetency or dissolution of the grantor thereof; and

(ii) shall survive the delivery of an assignment by the Limited
Partner of the whole or any portion of his interest; except that, where the
assignee thereof has been approved by the General Partner for admission to
the Partnership as a substitute Limited Partner, the power of attorney
shall survive the delivery of the assignment solely to enable the General
Partner to execute, acknowledge and file any instrument necessary to effect
such substitution.

20. Investment Undertaking. The Limited Partner, by executing this
Agreement, hereby represents that it is acquiring its interest in the
Partnership for its own account for investment and not with a view to the resale
or distribution thereof and it agrees that it will not transfer, sell, or
dispose of, or offer to transfer, sell, or dispose of all or any portion of its
interest as a Limited Partner, or solicit offers to buy all or any portion of
its partnership interest in any manner from or otherwise approach or negotiate
in respect thereof with any person or persons whomsoever, which would violate or
cause the Partnership or the General Partner to violate applicable federal and
state securities laws.

21. Partner Liability. Each Partner's personal liability shall be limited
to the fullest extent permitted under the Texas Act and other applicable law.
Without limiting the generality of the foregoing, a Partner shall not be
personally liable for any indebtedness, liability or obligation of the
Partnership or for the repayment of any Capital Contribution of any other
Partner.

22. Indemnity. To the fullest extent permitted by the Texas Act, the
Partnership shall indemnify and hold harmless the Partners from and against any
losses, claims, damages, expenses or liabilities incurred by it by reason of any
act performed by it for and on behalf of the Partnership and in furtherance of
the Partnership's best interests (the "Costs"), including, but not limited to
such Costs incurred by reason of a Proceeding (as defined in the Texas Act),
which Costs the Partnership shall pay to the Partner in advance of a final
disposition of a Proceeding, provided, the Partnership receives a written
affirmation by the Partner of the Partner's good faith

8

belief that the Partner has met the standard of conduct necessary for payment of
such Costs under the Texas Act.

23. Notices. All notices or other communications hereunder shall be in
writing and shall be sent by registered or certified mail, return receipt
requested, addressed to the recipient at his or its address as set forth on the
first page of this Agreement.

24. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.

25. Capitalized Terms. All capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the Texas Act.

26. Applicable Law. This Agreement and the rights of the parties hereunder
shall be interpreted, construed and enforced in accordance with the laws of the
State of Texas.

27. Interpretation. When the context in which words are used in this
Agreement indicates that such is the intent, words in the singular shall include
the plural and vice versa, and words in the masculine gender shall include the
feminine and neuter genders and vice versa.

28. Headings. The headings used in this Agreement are for convenience only
and do not constitute substantive matter to be considered in construing its
terms.

29. Severability of Invalid Provisions. The presence in the text of this
Agreement of any clause, sentence, provision, paragraph or article held to be
invalid, illegal or ineffective by a court of competent jurisdiction shall not
impair, invalidate or nullify the remainder of this Agreement. The effect of
such holding shall be confined to the portion so held invalid, which provision
shall be modified so as to be given the maximum effect permitted by applicable
law.

30. Modification. This Agreement contains the entire understanding of the
parties and may not be modified, amended or terminated, except in accordance
with its terms or by an instrument in writing signed by all of the parties then
subject to its terms.

31. Waivers. All or any part of any provision of this Agreement may be
waived in writing by all of the parties.

32. Counterparts. This Agreement may be executed in several counterparts,
and all such executed counterparts shall constitute one and the same agreement,
binding on all of the parties hereto, notwithstanding that all of the parties
are not signatory to the original or the same counterpart.

9

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

GAMESTOP OF TEXAS (GP), LLC
General Partner

By:
------------------------------------
David W. Carlson
Chief Financial Officer

GAMESTOP (LP), LLC
Limited Partner

By:
------------------------------------
Cathy Preston
President

10

Exhibit 3.8

Certificate of Incorporation of GameStop Brands, Inc.

CERTIFICATE OF INCORPORATION

OF

GAMESTOP BRANDS, INC.

----------

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 GameStop Brands, Inc. (hereinafter
called the "Corporation").

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

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 two hundred (200) shares of common stock,
with $0.01 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:

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:20 PM 05/21/2004
FILED 02:49 PM 05/21/2004
SRV 040377188 - 3806392 FILE

(a) The number of directors of the Corporation shall be such 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 21st day of May,
2004.

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

4

Exhibit 3.9

Certificate of Amendment of Certificate of
Incorporation of GameStop Brands, Inc.

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

GAMESTOP BRANDS, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the "corporation")
is GameStop Brands, Inc.

2. The certificate of incorporation of the corporation is hereby
amended by striking out Article 4. thereof and by substituting in lieu of said
Article the following new Article:

"4. The total number of shares of capital stock which the Corporation
shall have the authority to issue is one thousand (1,000) shares of common
stock, with $0.01 par value per share."

3. The amendment of the certificate of incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

Signed on June 4, 2004.

/s/ David W. Carlson
----------------------------------------
David W. Carlson, President

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 06:42 PM 06/04/2004
FILED  06:42 PM 06/04/2004
SRV 040418464 - 3806392 FILE

Exhibit 3.10

Bylaws of GameStop Brands, Inc.

BY-LAWS

OF

GAMESTOP BRANDS, INC.

(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 Minnesota, 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 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
Minnesota. 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 Chairman's, 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". 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.

Section3. 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 3.11

Amended and Restated Certificate of Incorporation of GameStop Holdings Corp.
(f/k/a GameStop Corp.).

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/13/2002
020094556 - 3424654

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

GAMESTOP CORP.

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

1. The name of this corporation is GameStop Corp. The original Certificate
of Incorporation was filed on August 10, 2001.

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

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

SECOND: The registered office of the Corporation is to be located at 2711
Centerville Road Suite 400, City of Wilmington, County of New Castle, State of
Delaware. The name of its registered agent at that address is Corporation
Service Company.

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

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

-1-

(b) Common Stock.

(i) Voting Rights.

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

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

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

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

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

(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

-2-

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) Conversion of Class B Common Stock.

(A) Prior to the date on which shares of Class B Common
Stock are transferred to the holders of shares of common stock of B&N (as
defined below) in a Tax-Free Spin-Off (as defined in paragraph (b)(iii)(B)
below), each record holder of shares of Class B Common Stock may from time to
time convert any or all of such shares into an equal number of shares of Class A
Common Stock by surrendering the certificates for such shares, accompanied by
any required tax transfer stamps and by a written notice by such record holder
to the Corporation stating that such record holder desires to convert such
shares of Class B Common Stock into the same number of shares of Class A Common
Stock and requesting that the Corporation issue all of such shares of Class A
Common Stock to each such Person (as defined below) named therein, setting forth
the number of shares of Class A Common Stock to be issued to each such Person
and the denominations in which the certificates therefor are to be issued. To
the extent permitted by law, such voluntary conversion shall be deemed to have
been effected at the close of business on the date of such surrender. For
purposes of this Certificate of Incorporation, "Person" shall mean any
individual, firm, corporation, partnership or other entity, and "B&N" shall mean
Barnes & Noble, Inc., a Delaware corporation, and all successors thereto by way
of merger, consolidation or sale of all or substantially all of its assets.

(B) (1) Prior to a Tax-Free Spin-Off, each share of Class B
Common Stock shall automatically convert into one share of Class A Common Stock
upon the transfer of such share if, after such transfer, such share is not
Beneficially Owned (as defined below) by B&N or a B&N Affiliate (as defined in
paragraph (b)(iii)(D) below). Shares of Class B Common Stock shall not convert
into shares of Class A Common Stock (x) in any transfer effected in connection
with a distribution of Class B Common Stock as a spin-off or split-off to
holders of B&N Common Stock intended to be effected on a tax-free basis under
the Internal Revenue Code of 1986, as amended from time to time for "Tax-Free
Spin-Off"), or (y) in any transfer after a Tax-Free Spin-off. For purposes of
this paragraph (b)(iii)(B), & Tax-Free Spin-Off shall be deemed to have occurred
at the time shares are first transferred to holders of B&N Common Stock
following receipt of an affidavit described in paragraph (b)(iii)(D)(3) below.
For purposes of this Certificate of Incorporation, "Beneficial Owner."
"Beneficially Own" "Beneficial Ownership" and words of similar import shall have
the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended.

(2) Prior to a Tax-Free Spin-Off, each share of Class B
Common Stock shall automatically be converted into one share of Class A Common
Stock on the date on which the outstanding shares of Class B Common Stock
Beneficially Owned by B&N together with all B&N Affiliates represent less than
50% of the voting power represented by the aggregate number of shares of Common
Stock then outstanding entitled to vote generally in the election of directors.

-3-

The Corporation will provide notice of any automatic
conversion of all outstanding shares of Class B Common Stock to holders of
record of the Common Stock as soon as practicable following such conversion;
provided, however, that the Corporation may satisfy such notice requirement by
providing such notice prior to such conversion. Such notice shall be provided by
mailing notice of such conversion first class postage prepaid, to each holder of
record of the Common Stock, at such holder's address as it appears on the
transfer books of the Corporation; provided, however, that no failure to give
such notice nor any defect therein shall affect the validity of the automatic
conversion of any shares of Class B Common Stock. Each such notice shall state,
as appropriate, the following: (x) the automatic conversion date; (y) that all
outstanding shares of Class B Common Stock are automatically converted; and (z)
the place or places where certificates for such shares may be surrendered in
exchange for certificates representing Class A Common Stock.

(3) Immediately upon the conversion of shares of Class
B Common Stock into shares of Class A Common Stock, the rights of the holders of
shares of Class B Common Stock as such shall cease and such holders shall be
treated for all purposes as having become the record owners of the shares of
Class A Common Stock into which such shares of Class B Common Stock shall have
been converted; provided, however, that such Persons shall be entitled to
receive when paid all dividends, if any, which shall have been declared on the
Class B Common Stock as of a record date preceding the time of such conversion
and which shall be unpaid as of the time of such conversion, but the provisions
contained in paragraph (b)(iii)(F) below shall likewise apply to such dividends.

(C) Prior to a Tax-Free Spin-Off, holders of shares of Class
B Common Stock may (1) sell or otherwise dispose of or transfer any or all of
such shares held by them, respectively, only in connection with a transfer which
meets the qualifications of paragraph (b)(iii)(D) below, and under no other
circumstances, or (2) convert any or all of such shares into shares of Class A
Common Stock as provided in paragraph (b)(iii)(A) above. Prior to a Tax-Free
Spin-Off, no one other than transferees or successive transferees who receive
shares of Class B Common Stock in connection with a transfer which meets the
qualifications set forth in paragraph (b)(iii)(D) below, shall by virtue of the
acquisition of a certificate for shares of Class B Common Stock have the status
of an owner or holder of shares of Class B Common Stock or be recognized as such
by the Corporation or be otherwise entitled to enjoy for such transferee's own
benefit the special rights and powers of a holder of shares of Class B Common
Stock.

Holders of shares of Class B Common Stock may at any and all
times transfer to any Person the shares of Class A Common Stock issuable upon
conversion of such shares of Class B Common Stock, subject to compliance with
applicable laws.

(D) (1) Prior to a Tax-Free Spin-Off, shares of Class B
Common Stock shall be transferred on the books of the Corporation and a new
certificate therefor issued, upon presentation at the office of the Secretary of
the Corporation (or at such additional place or places as may from time to time
be designated by the Secretary of the Corporation) of the certificate for such
shares, in proper form for transfer and accompanied by all

-4-

requisite stock transfer tax stamps, only if such certificate when so presented
shall also be accompanied by any one of the following:

(i) a certificate from B&N stating that such transfer
is to a B&N Affiliate; or

(ii) a certificate from B&N stating that such transfer
by a B&N Affiliate is to B&N or to any other B&N Affiliate; or

(iii) a certificate from B&N stating that such transfer
is to the holders of B&N Common Stock in connection with a Tax-free Spin-Off.

For purposes of this Certificate of Incorporation, "B&N
Affiliate" means, with respect to B&N, any Person (other than the Corporation
and any of its subsidiaries) that directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with
B&N. For purposes of this Certificate of Incorporation, "control" means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

(2) Each certificate of a record holder furnished pursuant
to this paragraph (b)(iii)(D) shall be verified as of a date not earlier than
five days prior to the date of delivery thereof, and, where such record holder
is a corporation or partnership, shall be verified by an officer of the
corporation or by a general partner of the partnership, as the case may be.

(3) If a record holder of shares of Class B Common Stock
shall deliver a certificate for such shares, endorsed by such holder for
transfer or accompanied by an instrument of transfer signed by him or her, to a
Person who receives such shares in connection with a transfer which does not
meet the Qualifications set forth in this paragraph (b)(iii)(D), then such
Person or any successive transferee of such certificate may treat such
endorsement or instrument as authorizing such Person on behalf of such record
holder to convert such shares in the manner above provided for the purpose of
the transfer to such Person of the shares of Class A Common Stock issuable upon
such conversion, and to give on behalf of such record holder the written notice
of conversion above required, and may convert such shares of Class B Common
Stock accordingly.

(4) If such shares of Class B Common Stock shall improperly
have been registered in the name of a Person not meeting the qualifications set
forth in this paragraph (b)(iii)(D) (or in the name of any successive transferee
of such certificate) and a new certificate therefor issued, such Person or
transferee shall surrender such new certificate for cancellation, accompanied by
the written notice of conversion above required, in which case (x) such Person
or transferee shall be deemed to have elected to treat the endorsement on (or
instrument of transfer accompanying) the certificate so delivered by such former
record holder as authorizing such Person or transferee on behalf of such former
record holder so as to convert

-5-

such shares and so to give such notice, (y) the shares of Class B Common Stock
registered in the name of such former record holder shall be deemed to have
been surrendered for conversion for the purpose of the transfer to such Person
or transferee of the shares of Class A Common Stock issuable upon conversion,
and (z) the appropriate entries shall be made on the books of the Corporation to
reflect such action.

(5) In the event that the Board of Directors of the
Corporation (or any committee of the Board of Directors, or any officer of the
Corporation, designated for the purpose by the Board of Directors) shall
determine, upon the basis of facts not disclosed in any certificate or other
document accompanying the certificate for shares of Class B Common Stock when
presented for transfer, that such shares of Class B Common Stock have been
registered in violation of the provisions of this paragraph (b)(iii), or shall
determine that a Person is enjoying for such Person's own benefit the special
rights and powers of shares of Class B Common Stock in violation of such
provisions, then the Corporation shall take such action at law or in equity as
is appropriate under the circumstances. An unforeclosed pledge made to secure a
bona fide obligation shall not be deemed to violate such provisions. Prior to
the occurrence of a Tax-Free Spin-Off, no transfer of title to shares of Class B
Common Stock to a pledgee or other Person (other than B&N or a B&N Affiliate)
may occur without compliance with the foregoing provisions of this paragraph
(b)(iii)(D).

(E) Prior to the occurrence of a Tax-Free Spin-Off each
certificate for shares of Class B Common Stock shall bear a legend on the face
thereof reading as follows:

"The shares of Class B Common Stock represented by this certificate
may not be transferred to any person or entity in connection with a
transfer that does not meet the qualifications set forth in paragraph
(b)(iii)(D) of Article FOURTH of the Amended and Restated Certificate
of Incorporation of this Corporation and no person who receives such
shares in connection with a transfer which does not meet the
qualifications prescribed by paragraph (b)(iii)(D) of said Article
FOURTH is entitled to own or to be registered as the record holder of
such shares of Class B Common Stock, but the record holder of this
certificate may at any time convert such shares of Class B Common
Stock into the same number of shares of Class A Common Stock. Each
holder of this certificate, by accepting the same, accepts and agrees
to all of the foregoing."

Upon and after the transfer of shares in a Tax-Free
Spin-Off, shares of Class B Common Stock shall no longer bear the legend set
forth above in this paragraph (b)(iii)(E).

(F) Upon any conversion of shares of Class B Common Stock
into shares of Class A Common Stock pursuant to the provisions of this paragraph
(b)(iii), any dividend which may have been declared on the shares of Class B
Common Stock so converted and for which the record date or payment date shall be
subsequent to such conversion, shall be

-6-

deemed to have been declared, and shall be payable, with respect to the shares
of Class A Common Stock into which such shares of Class B Common Stock shall
have been so converted, provided that any such dividend which was declared to be
payable in shares of Class B Common Stock shall instead be deemed to have been
declared, and shall be payable, in shares of Class A Common Stock.

(G) The Corporation shall not reissue or resell any shares
of Class B Common Stock which shall have been converted into shares of Class A
Common Stock pursuant to or as permitted by the provisions of this paragraph
(b)(iii), or any shares of Class B Common Stock which shall have been acquired
by the Corporation in any other manner. The Corporation shall, from time to
time, take such appropriate action as may be necessary to retire such shares and
to reduce the authorized amount of Class B Common Stock accordingly.

The Corporation shall at all times reserve and keep
available, out of its authorized but unissued Common Stock, such number of
shares of Class A Common Stock as would become issuable upon the conversion of
all shares of Class B Common Stock then outstanding.

(H) In connection with any transfer or conversion of any
stock of the Corporation pursuant to or as permitted by the provisions of this
paragraph (b)(iii), or in connection with the making of any determination
referred to in this paragraph (b)(iii):

(1) the Corporation shall be under no obligation to
make any investigation of facts unless an officer; employee or agent of the
Corporation responsible for making such transfer or determination or issuing
Class A Common Stock pursuant to such conversion has substantial reason to
believe, or unless the Board of Directors (or a committee of the Board of
Directors designated for the purpose) determines that there is substantial
reason to believe, that any certificate or other document is incomplete or
incorrect in a material respect or that an investigation would disclose facts
upon which any determination referred to in paragraph (b)(iii)(F) above should
be made in either of which events the Corporation shall make or cause to be made
such investigation as it may deem necessary or desirable in the circumstances
and have a reasonable time to complete such investigation; and

(2) neither the Corporation nor any director, officer,
employee or agent of the Corporation shall be liable in any manner for any
action taken or omitted in good faith.

(I) The Corporation shall not be required to pay any
documentary, stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Class A Common Stock on the conversion of shares
of Class B Common Stock pursuant to this paragraph (b)(iii), and no such issue
or delivery shall be made unless and until the Person requesting, such issue has
paid to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid or no such tax is
due.

-7-

(J) 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 Certificate of Incorporation, in a Certificate
of Designation with respect to any Preferred Stock or as otherwise expressly
required by applicable law.

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

(iv) 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.

(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.

(vi) 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)(vi), 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.

(vii) 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

-8-

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.

(viii) 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.

(ix) Reclassification. Immediately upon the effectiveness
of this Certificate of Incorporation, without the further action of the
Corporation or the stockholders of the Corporation, each share of common stock
of the Corporation, par value $0.0l per share, issued and outstanding
immediately prior to such effectiveness shall be changed into and reclassified
as 360,090 shares of Class B Common Stock (the "Reclassification"). Promptly
after such effectiveness, each record holder of a certificate that, immediately
prior to such effectiveness, represented common stock of the Corporation, par
value $0.01 per share, shall be entitled to receive in exchange for such
certificate, upon surrender of such certificate to the Corporation, a
certificate for the number of shares of Class B Common Stock into which the
Shares of common stock represented by such certificate are reclassified in the
Reclassification. Until surrendered and exchanged in accordance therewith, each
certificate that, immediately prior to such effectiveness, represented common
stock of the Corporation, par value $0.01 per share, shall represent the number
of shares of Class B Common Stock into which the shares of common stock of the
Corporation, par value $0.01 per share, represented by such certificate are
reclassified in the Reclassification.

(c)  Preferred Stock.

(i) Authorization. Subject to the voting and approval procedures
set forth in the By-laws of the Corporation (the "By-laws"), the Board of
Directors is hereby expressly granted authority to authorize from time to time
in accordance with law the issue of 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;

-9-

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

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

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

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

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

(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 (c)(i) 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.

-10-

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

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

FIFTH: (a) Classification of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors
initially consisting of three directors, the exact number of directors to be not
less than three nor more than fifteen as determined from time to time by
resolution adopted by affirmative vote of a majority of the entire Board of
Directors. The directors shall be divided into three classes, designated Class
I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. Class I directors shall be elected initially for a one-year
term, Class II directors initially for a two-year term and Class III directors
initially for a three-year term. At each succeeding annual meeting of
stockholders beginning in 2003, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting of the year in
which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation or removal from office.
Any vacancy on the Board of Directors may be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining
director or by stockholders if such vacancy was caused by the action of
stockholders (in which event such vacancy may not be filled by the directors or
a majority thereof).

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

(b) Vacancies in the Board. Except as expressly provided in a
Certificate of Designation with respect to any Preferred Stock, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the directors then in office, even if less than a quorum, or by
a sole remaining director, or by stockholders if such vacancy was caused by the
removal of a director by the action of stockholders. Any director elected in
accordance with the

-11-

preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been duly elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

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

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

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

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

(b) Subject to Article XI of the By-laws, the Board of Directors is
expressly authorized and empowered to adopt, amend or repeal the By-laws of the
Corporation; provided, however, that the By-laws adopted by the Board of
Directors under the powers hereby conferred may be amended or repealed by the
Board of Directors or by the affirmative vote of stockholders having at least
80% of the voting power of the then-outstanding Voting Stock.

-12-

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

SEVENTH: (a) Any corporate action required or permitted to be taken at any
annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, and shall be delivered to the Corporation
(either by hand or by certified or registered mail, return receipt requested) at
its registered office in the State of Delaware or its principal place of
business, or to an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded; provided,
however, that, effective as of the date that B&N together with all B&N
Affiliates cease to Beneficially Own at least a majority of the aggregate voting
power of the then-outstanding shares of Voting Stock (such date, the "Trigger
Date"), any corporate action required or permitted to be taken at any annual or
special meeting of stockholders may taken only at a duly called annual or
special meeting of stockholders and may not be taken by written consent in lieu
of such a meeting.

(b) Special meetings of the stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies on the Board or by the Chairman of the Board; provided,
that, prior to the Trigger Date, special meetings of the stockholders of the
Corporation shall also be called at the request of the holders of a majority of
the voting power of the then outstanding Voting Stock. Except as expressly
provided in the immediately preceding sentence, any power of stockholders to
call a special meeting is specifically denied.

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

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

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

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

-13-

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

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

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

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

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

-14-

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

IN WITNESS WHEREOF, GameStop Corp. has caused this Amended and Restated
Certificate of Incorporation to be executed by an authorized officer of GameStop
Corp. as of the 12th day of February, 2002.

GameStop Corp.

By: /s/ R. Richard Fontaine
------------------------------------
Name: R. Richard Fontaine
Title: Chairman of the Board and
Chief Executive Officer

-15-

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:30 PM 09/30/2002
020608038 - 3424654

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

Gamestop Corp., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

That the registered office of the corporation in the state of Delaware is
hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE
CORPORATION TRUST COMPANY, the business address of which is identical to the
aforementioned registered office as changed.

That the changes in the registered office and registered agent of the
corporation as set forth herein were duly authorized by resolution of the Board
of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be
signed by an authorized officer, this 30th day of September, 2002.

/s/ Michael E. Jones
----------------------------------------
Michael E. Jones, Vice President
(Title)

Exhibit 3.12

Bylaws of GameStop Holdings Corp. (f/k/a GameStop Corp.).

BY-LAWS

OF

GAMESTOP CORP.

ARTICLE I.

OFFICES

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

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

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 3. Place of Meetings. All meetings of holders of shares of
capital stock of the Corporation shall be held at the office of the Corporation
in the State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.

SECTION 4. Annual Meetings. An annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held at such place, on such date, and at such time as the Board shall each year
fix, which date shall be within thirteen (13) months of the last annual meeting
of stockholders or, if no such meeting has been held, the date of incorporation.

SECTION 5. Special Meetings. Except as otherwise required by law, a
special meeting of the stockholders of the Corporation may be called at any time
by the Chairman of the Board or by the Board pursuant to a resolution adopted by
a majority of the then authorized number of directors. Any special meeting of
the stockholders shall be held on such date, at such time and at such place
within or without the State of Delaware as the Board of Directors or the officer
calling the meeting may designate. At a special meeting of the stockholders, no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting. In addition, prior to the Trigger Date
(as defined hereinafter), the Corporation shall call a special meeting of
stockholders of the Corporation promptly upon request of the holders of a
majority of the voting power of the then outstanding shares of Voting Stock (as
hereinafter

defined). As used in these By-laws "Trigger Date" means the date on which Barnes
& Noble, Inc., together with its affiliates, ceases to beneficially own at least
a majority of the aggregate voting power of the then outstanding shares of
Voting Stock; and "Voting Stock" means the outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors.

SECTION 6. Notice of Meetings. Except as otherwise may be required by
law, notice of each meeting of stockholders, whether an Annual Meeting or a
special meeting, shall be in writing, shall state the purpose or purposes of the
meeting, the place, date and hour of the meeting and, unless it is an Annual
Meeting, shall indicate that the notice is being issued by or at the direction
of the person or persons calling the meeting, and a copy thereof shall be
delivered or sent by mail, not less than 10 or more than 60 days before the date
of said meeting, to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be directed to such stockholder at his address as it
appears on the stock records of the Corporation, unless he shall have filed with
the Secretary of the Corporation a written request that notices to him be mailed
to some other address in which case it shall be directed to him at such other
address. Notice of an adjourned meeting need not be given if the time and place
to which the meeting is to be adjourned was announced at the meeting at which
the adjournment was taken, unless (i) the adjournment is for more than 30 days,
or (ii) the Board shall fix a new record date for such adjourned meeting after
the adjournment.

SECTION 7. Quorum. At each meeting of stockholders of the Corporation,
the holders of shares having a majority of the voting power of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat shall be
present or represented by proxy to constitute a quorum for the transaction of
business, except as otherwise provided by law. Where a separate vote by a class
or classes is required, a majority of the shares of such class or classes in
person or represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter.

SECTION 8. Adjournments. In the absence of a quorum at any meeting of
stockholders or any adjournment or adjournments thereof, the Chairman of the
Board or holders of shares having a majority of the voting power of the capital
stock present or represented by proxy at the meeting may adjourn the meeting
from time to time until a quorum shall be present or represented by proxy. At
any such adjourned meeting at which a quorum shall be present or represented by
proxy, any business may be transacted which might have been transacted at the
meeting as originally called if a quorum had been present or represented by
proxy thereat.

SECTION 9. Order of Business, (a) At any Annual Meeting, only such
business shall be conducted as shall have been brought before the Annual Meeting
(i) by or at the direction of the Board, or (ii) by any stockholder who complies
with the procedures set forth in this Section 7.

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

2

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

SECTION 10. Proxies and Voting. Unless otherwise required by law, the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") or these By-Laws, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the vote
of the holders of a majority of the votes of shares of capital stock represented
and entitled to vote thereat, voting as a single class. The term "Certificate of
Incorporation" as used in these By-Laws includes any Certificate of Designation
filed by the Corporation with respect to any series of preferred stock of the
Corporation. Every reference in these By-Laws to a majority or other proportion
of shares, or a majority or other proportion of the votes of shares, of capital
stock shall refer to such majority or other proportion of the votes to which
such shares of capital stock are entitled as provided in the Certificate of
Incorporation. At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing or by
a transmission permitted by law filed in accordance with the procedure
established for the meeting. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
Section 8 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. All voting, including on the election of directors but
excepting where otherwise required by law, may be by a voice vote; provided,
however, that upon demand therefore by a stockholder entitled to vote or by his
or her proxy, a stock vote shall be taken. Every stock vote shall be taken by
ballots, each of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure established
for the meeting.

SECTION 11. Inspectors. For each election of directors by the
stockholders and in any other case in which it shall be advisable, in the
opinion of the Board, that the voting upon any matter shall be conducted by
inspectors of election, the Board shall appoint an inspector or inspectors of
election. If, for any such election of directors or the voting upon any such
other matter, any inspector appointed by the Board shall be unwilling or unable
to serve, or if the

3

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

SECTION 12. Consent of Stockholders in Lieu of Meeting. Any action
required to be taken at any Annual Meeting or special meeting of stockholders of
the Corporation, or any action which may be taken at any Annual Meeting or
special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded; provided, however, that,
effective as of the Trigger Date, any corporate action required or permitted to
be taken at any annual or special meeting of stockholders may be taken only at a
duly called annual or special meeting of stockholders and may not be taken by
written consent in lieu of such a meeting. Delivery made to the Corporation's
registered office shall be made by hand or by certified or registered mail,
return receipt requested.

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

ARTICLE III.

DIRECTORS

SECTION 13. Powers. The business of the Corporation shall be managed
under the direction of the Board. The Board may, except as otherwise required by
law, exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, including, without limiting the generality
of the foregoing, the unqualified power:

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

4

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

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

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

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

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

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

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

SECTION 14. Terms and Vacancies. The authorized number of directors of
the Corporation shall be fixed in accordance with the Certificate of
Incorporation. The Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III, as provided in the Certificate of
Incorporation. At each Annual Meeting, the successors of the class of directors
whose term expires at the Annual Meeting shall be elected to hold office for a
term expiring at the Annual Meeting held in the third year following the year of
their election. No decrease in the number of directors constituting the Board
shall shorten the term of any incumbent director.

SECTION 15. Nominations of Directors; Election. Nominations for the
election of directors may be made by the Board or a committee appointed by the
Board, or by any stockholder entitled to vote generally in the election of
directors who complies with the procedures set forth in this Section 3.
Directors shall be at least 21 years of age. Directors need not be stockholders.
At each meeting of stockholders for the election of directors at which a quorum
is present, the persons receiving a plurality of the votes cast shall be elected
directors. All nominations by stockholders shall be made pursuant to timely
notice in proper written form to the Secretary of the Corporation. To be timely,
a stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, such

5

stockholder's notice shall set forth in writing (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, including, without limitation, such person's written consent to
being a nominee and to serving as a director if elected; and (ii) as to the
stockholder giving the notice, the (x) name and address, as they appear on the
Corporation's books, of such stockholder and (y) the class and number of shares
of the Corporation which are beneficially owned by such stockholder. At the
request of the Board, any person nominated by the Board for election as a
director shall furnish to the Secretary of the Corporation the information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.

SECTION 16. Place of Meetings. The Board may hold meetings, both
regular and special, at the Corporation's office in the State of Delaware or at
such other places in or outside of the State of Delaware, as the Board may from
time to time determine or as shall be specified or fixed in the notice or waiver
of notice of any such meeting.

SECTION 17. Regular Meetings. Regular meetings of the Board shall be
held in accordance with a yearly meeting schedule as determined by the Board; or
such meetings maybe held on such other days and at such other times as the Board
may from time to time determine.

SECTION 18. Special Meetings. Special meetings of the Board may be
called by a majority of the directors then in office (rounded up to the nearest
whole number) or by the Chairman of the Board and shall be held at such place,
on such date, and at such time as they or he shall fix.

SECTION 19. Notice of Meetings. Notice of each special meeting of the
Board stating the time, place and purposes thereof, shall be (i) mailed to each
director not less than five days prior to the meeting, addressed to him at his
residence or usual place of business, or (ii) shall be sent to him by facsimile,
telex, cable or telegram so addressed, or shall be given personally or by
telephone, on 24 hours' notice.

SECTION 20. Quorum and Manner of Acting. The presence of at least a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board. If a quorum shall not be present at any meeting of the Board, a majority
of the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present. Except where a different vote is required or permitted by law or these
By-laws or otherwise, the act of a majority of the directors present at any
meeting at which a quorum shall be present shall be the act of the Board. Any
action required or permitted to be taken by the Board may be taken without a
meeting if all the directors consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
directors shall be filed with the minutes of the proceedings of the Board. Any
one or more directors may participate in any meeting of the Board by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall be deemed to constitute presence in person at a meeting of
the Board.

6

SECTION 21. Resignation. Any director may resign at any time by giving
written notice to the Corporation; provided, however, that written notice to the
Board, the Chairman of the Board, the President of the Corporation or the
Secretary of the Corporation shall be deemed to constitute notice to the
Corporation. Such resignation shall take effect upon receipt of such notice or
at any later time specified therein and, unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.

SECTION 22. Compensation of Directors. The Board may provide for the
payment to any of the directors of a specified amount for services as director
or member of a committee of the Board, or of a specified amount for attendance
at each regular or special Board meeting or committee meeting, or of both, and
all directors shall be reimbursed for expenses of attendance at any such
meeting; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

ARTICLE IV.

COMMITTEES OF THE BOARD

SECTION 23. Appointment and Powers of Executive Committee. The Board
may, by resolution adopted by the affirmative vote of a majority of the
authorized number of directors, designate an Executive Committee of the Board,
which shall consist of such number of members as the Board shall determine. Any
committee so designated may exercise the power and authority of the Board to
declare dividends, to authorize the issuance of stock or to adopt a certificate
of ownership and merger pursuant to Section 253 of the Delaware General
Corporation Law if the resolution that designates the committee or a
supplemental resolution of the Board shall so provide. Except as provided by
Delaware law, during the interval between the meetings of the Board, the
Executive Committee shall possess and may exercise all the powers of the Board
in the management and direction of all the business and affairs of the
Corporation (except the matters hereinafter assigned to any other Committee of
the Board), in such manner as the Executive Committee shall deem in the best
interests of the Corporation in all cases in which specific directions shall not
have been given by the Board. The Executive Committee may determine its manner
of acting and fix the time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business by the committee and the act
of a majority of the members of the committee present at a meeting at which a
quorum shall be present shall be the act of the committee. Either the Chairman
of the Board or the Chairman of the Executive Committee may call the meetings of
the Executive Committee.

SECTION 24. Appointment and Powers of Audit Committee. The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Audit Committee of the Board, which shall
consist of such number of members as the Board shall determine. The Audit
Committee shall (i) make recommendations to the Board as to the independent
accountants to be appointed by the Board; (ii) review with the independent
accountants the scope of their examinations; (iii) receive the reports of the
independent accountants and meet with representatives of such accountants for
the purpose of reviewing and considering questions relating to their examination
and such reports; (iv) review, either directly

7

or through the independent accountants, the internal accounting and auditing
procedures of the Corporation; (v) review related party transactions and (vi)
perform such other functions as may be assigned to it from time to time by the
Board. The Audit Committee may determine its manner of acting and fix the time
and place of its meetings, unless the Board shall otherwise provide. A majority
of the members of the Audit Committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of the committee present at a meeting at which a quorum shall be present
shall be the act of the committee.

SECTION 25. Compensation Committee; Other Committees. The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate members of the Board to constitute a Compensation
Committee and such other committees of the Board as the Board may determine.
Such committees shall in each case consist of such number of directors as the
Board may determine, and shall have and may exercise, to the extent permitted by
law, such powers as the Board may delegate to them in the respective resolutions
appointing them. Each such committee may determine its manner of acting and fix
the time and place of its meetings, unless the Board shall otherwise provide. A
majority of the members of any such committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of such committee present at a meeting at which a quorum shall be
present shall be the act of the committee.

SECTION 26. Action by Consent; Participation by Telephone or Similar
Equipment. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the proceedings of
the committee. Unless the Board shall otherwise provide, any one or more members
of any such committee may participate in any meeting of the committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation by
such means shall constitute presence in person at a meeting of the committee.

SECTION 27. Changes in Committees; Resignations; Removals. The Board
shall have power, by the affirmative vote of a majority of the authorized number
of directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the Board. Any member of any such committee may
resign at any time by giving notice to the Corporation; provided, however, that
notice to the Board, the Chairman of the Board, the President of the
Corporation, the chairman of such committee or the Secretary of the Corporation
shall be deemed to constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective. Any member of any such committee may be
removed at any time, either with or without cause, by the affirmative vote of a
majority of the authorized number of directors at any meeting of the Board
called for that purpose.

ARTICLE V.

8

OFFICERS

SECTION 28. Number and Qualification. The Corporation shall have such
officers as may be necessary or desirable for the business of the Corporation.
The officers of the Corporation shall consist of a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers as may from time to time be appointed by the Board. Officers shall be
elected by the Board, which shall consider that subject at its first meeting
after every Annual Meeting of stockholders. Each officer shall hold office until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any number of offices may be held by the same person.
The failure to elect a Chairman of the Board, President, Vice President,
Secretary or Treasurer shall not affect the existence of the Corporation.

SECTION 29. Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation, shall have general and active
responsibility for the management of the business of the Corporation and shall
be responsible for implementing all orders and resolutions of the Board. The
Chairman of the Board shall also be a director and shall preside at all meetings
of the stockholders and directors.

SECTION 30. President. The President shall be the chief operating
officer of the Corporation and shall supervise the daily operations of the
business of the Corporation. Subject to the provisions of these By-laws and to
the direction of the Board, he or she shall perform all duties and have all
powers which are commonly incident to the office of President or which are
delegated to him or her by the Board. He or she shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Corporation.

SECTION 31. Vice President. Each Vice President shall have such powers
and duties as may be delegated to him or her by the Board. One Vice President
shall be designated by the Board to perform the duties and exercise the powers
of the President in the event of the President's absence or disability.

SECTION 32. Treasurer. The Treasurer shall have the responsibility for
maintaining the financial records of the Corporation. He or she shall make such
disbursements of the funds of the Corporation as are authorized and shall render
from time to time an account of all such transactions and of the financial
condition of the Corporation. The Treasurer shall also perform such other duties
as the Board may from time to time prescribe.

SECTION 33. Secretary. The Secretary shall issue all authorized
notices for, and shall keep minutes of, all meetings of the stockholders and the
Board. He or she shall have charge of the corporate books and shall perform such
other duties as the Board may from time to time prescribe.

SECTION 34. Delegation of Authority. The Board may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

9

SECTION 35. Removal. Any officer of the Corporation may be removed at
any time, with or without cause, by the Board.

SECTION 36. Resignations. Any officer may resign at any time by giving
written notice to the Corporation; provided, however, that notice to the Board,
Chairman of the Board, the President or the Secretary shall be deemed to
constitute notice to the Corporation. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 37. Vacancies. Any vacancy among the officers, whether caused
by death, resignation, removal or any other cause, shall be filled in the manner
prescribed for election or appointment to such office.

SECTION 38. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board, the Chairman of the Board or any officer
of the Corporation authorized by the Chairman of the Board shall have power to
vote and otherwise act on behalf of the Corporation, in person or by proxy, at
any meeting of stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.

SECTION 39. Bonds of Officers. If required by the Board, any officer
of the Corporation shall give a bond for the faithful discharge of his duties in
such amount and with such surety or sureties as the Board may require.

SECTION 40. Compensation. The salaries of the officers shall be fixed
from time to time by the Board, unless and until the Board appoints a
Compensation Committee.

SECTION 41. Officers of Operating Companies or Divisions. The Chairman
of the Board shall have the power to appoint, remove and prescribe the terms of
office, responsibilities, duties and salaries of, the officers of the operating
companies or divisions, other than those who are officers of the Corporation.

ARTICLE VI.

CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.

SECTION 42. Contracts. The Board may authorize any officer or
officers, agent or agents, in the name and on behalf of the Corporation, to
enter into any contract or to execute and deliver any instrument, which
authorization may be general or confined to specific instances; and, unless so
authorized by the Board, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or for any amount.

SECTION 43. Checks, etc. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidences of indebtedness of the Corporation, shall be signed
in the name and on behalf of the Corporation in

10

such manner as shall from time to time be authorized by the Board, which
authorization may be general or confined to specific instances.

SECTION 44. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board, which authorization may be general or confined to
specific instances. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize.

SECTION 45. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositors as may be selected by or in
the manner designated by the Board. The Board or its designees may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of the Certificate of Incorporation or these
By-laws, as them may deem advisable.

ARTICLE VII.

CAPITAL STOCK

SECTION 46. Certificates of Stock. Each stockholder shall be entitled
to a certificate signed by, or in the name of the Corporation by, the Chairman
of the Board, President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by him or her. Any or all of the signatures on the
certificate may be by facsimile.

SECTION 47. Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his or her name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) 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 stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.

SECTION 48. Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 5
of Article VII of these By-laws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

SECTION 49. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment

11

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

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

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

SECTION 50. Lost, Stolen or Destroyed Certificates. In the event of
the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board may establish
concerning proof of such loss, theft or destruction and concerning the giving of
satisfactory bond or bonds of indemnity.

SECTION 51. Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board may establish.

ARTICLE VIII.

12

NOTICES

SECTION 52. Notices. Except as otherwise specifically provided herein
or required by law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, or with a recognized
overnight delivery service or by sending such notice by prepaid telegram,
mailgram or by facsimile transmission. Any such notice shall be addressed to
such stockholder, director, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through the
mails or by overnight delivery service, or by telegram, mailgram or facsimile,
shall be the time of the giving of the notice.

SECTION 53. Waivers. A written waiver of any notice, signed by a
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.

ARTICLE IX.

MISCELLANEOUS

SECTION 54. Facsimile Signatures. In addition to the provisions for
use of facsimile signatures elsewhere specifically authorized in these By-laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board or a committee thereof.

SECTION 55. Corporate Seal. The Board may provide a suitable seal,
containing the name of the Corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the Board or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.

SECTION 56. Reliance Upon Books, Reports and Records. Each director,
each member of any committee designated by the Board, and each officer of the
Corporation shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board so designated, or by any other person as to matters which such director or
committee member reasonably believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

SECTION 57. Fiscal Year. The fiscal year of the Corporation shall be
as fixed by the Board of Directors.

SECTION 58. Time Periods. In applying any provision of these By-laws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall

13

be used, the day of the doing of the act shall be excluded, and the day of the
event shall be included.

ARTICLE X.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 59. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter, a "proceeding"), by reason of the fact that he or
she is or was a director or an officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter, an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
Article X with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of the Corporation.

SECTION 60. Right to Advancement of Expenses. The right to
indemnification conferred in Section 1 of this Article X shall include the right
to be paid by the Corporation the expenses (including attorneys' fees) incurred
in defending any such proceeding in advance of its final disposition
(hereinafter, an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter, an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter, a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this Article X shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

SECTION 61. Right of Indemnitee to Bring Suit. If a claim under
Section 1 or 2 of this Article X is not paid in foil by the Corporation within
sixty (60) days after a written claim

14

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

SECTION 62. Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Article X shall not be
exclusive of any other right which any person may have or hereafter acquire by
any statute, the Corporation's Certificate of Incorporation or By-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 63. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

SECTION 64. Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to time by
the Board, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article X with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

ARTICLE XI.

AMENDMENTS

15

These By-laws and any amendment thereof may be altered, amended or
repealed, or new By-laws may be adopted, at any meeting of the Board of
Directors; provided, however, that the By-laws adopted by the Board of Directors
may be amended or repealed at any meeting of the Board of Directors or at any
meeting of the stockholders by holders of at least 80% of the voting power of
the then outstanding shares of Voting Stock, provided that any amendment or
supplement proposed to be acted upon at any such meeting shall have been
described or referred to in the notice of such meeting or an announcement with
respect thereto shall have been made at the last previous Board meeting, and
provided further that no amendment or supplement adopted by the Board shall vary
or conflict with any amendment or supplement adopted by the stockholders.
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 of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, Section 3, Section 7 or Section 10 of Article II
of these By-laws, Section 2, Section 3 or Section 8 of Article III of these
By-laws, Article X of these By-laws or this sentence.

16

Exhibit 3.13

Articles of Incorporation of Sunrise Publications, Inc.

ARTICLES OF INCORPORATION
OF
SUNRISE PUBLICATIONS, INC.

The undersigned incorporator, being a natural person eighteen (18)
years of age of older, in order to form a corporation under Minnesota Statutes,
Chapter 3O2A, hereby adopts the following Articles of Incorporation:

ARTICLE I.
NAME

1.1 The name of the Corporation is Sunrise Publications, Inc.

ARTICLE II.
REGISTERED OFFICE AND AGENT

2.1 The location of the registered office of this Corporation is:
10120 West 76th Street, Eden Prairie, Minnesota 55344.

2.2 The registered agent at that address is: David R. Pomije.

ARTICLE III.
SHARES

3.1 The aggregate number Of shares of stock which this Corporation
shall have the authority to issue Ten Million (10,000,000) shares.

3.2 The Board of Directors may, from time to time, establish different
classes or series of shares and may fix the rights and preferences of said
shares in any class or series.

3.3 The Board of Directors shall have the authority to issue shares of
a class or series to holders of shares of another class or series to effectuate
share dividends, splits, or conversion of its outstanding shares.

3.4 Notwithstanding 3.2. and 3.3, if the corporation elects, or has
elected, to be taxed as a Subchapter "S" Corporation under the internal Revenue
Code of 1986, as amended, while such election remains in effect, preferred
shares shall not be authorized, nor shall the Board of Directors have any
authority with respect to establishing or fixing rights to any class or series
of shares that could disqualify the corporation from its status as a Subchapter
"S" Corporation.

3.5 The par value per share shall be One Cent ($0.01).

-1-

3.6 No shareholders shall have the right to cumulate their vote for
the election of directors and there shall be no cumulative voting for any
purpose whatsoever.

3.7 The shareholders shall not have preemptive rights to subscribe
for, purchase or acquire any shares of any class of capital stock of this
Corporation, whether unissued, or now of hereafter authorized, or any
obligations or other securities convertible into, or exchangeable for, such
shares.

3.8 The shareholders shall take action by the affirmative vote of the
holders of fifty-one percent (51%) of the voting power of the shares present,
except where a larger proportion is required by law, by these Articles, or under
a shareholder control agreement.

ARTICLE IV.
INCORPORATOR AND DIRECTORS

4.1 The name and post office address of the incorporator is Barry
Lazarus, 1600 TCF Tower, 121 South Eighth Street, Minneapolis, MN 55402.

4.2 The name and. post office address of the First. Directors are:

David R. Pomije     10120 West 76th Street
Eden Prairie, MN 55344

Stanley A. Bodine   10120 West 76th Street
Eden Prairie, MN 55344

Said Directors shall hold office for one (1) year or until a successor or
successors is/are elected.

4.3 Provided there are no vacancies on the Board of Directors, an
action required or permitted to be taken by the Board of Directors of this
Corporation may be taken by written action signed by that number of directors
that would be required to take the same action at a meeting of the Board at
which all directors are present, except as to those matters requiring
shareholder approval, in which case the written action must be signed by all
members of the Board of Directors then in office. In the event written action is
taken by less than all of the directors of this Corporation, the Chief
Executive Officer or Chief Financial Officer shall notify all of the directors
of this Corporation of the text and effective date of such written action.

4.4 The Shareholders may, from time to time, by a majority vote, or
the Board of Directors may, from time to time, by unanimous vote, adopt, amend
or repeal all or any of the Bylaws of the Corporation.

-2-

4.5 A quorum of the Board of Directors shall consist of the Sole
Director if there is only one member of the Board of Directors, or the presence
of not less than two of the Directors if there are two members of the Board of
Directors or, if more than two Directors, then a quorum of the Board of
Directors shall consist of the presence of not less than one-half (1/2) of the
Directors then in office; provided, however, that if one or more vacancies exist
on the Board of Directors, a quorum of the Board shall consist of all of the
members of the Board then serving.

ARTICLE V.
MONETARY DAMAGES

A director of this corporation shall not be liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the Minnesota Business Corporation Act as the
same exists or may hereafter be amended. Any repeal or modification of this
Article V by the shareholders of this corporation shall not adversely affect any
right or protection of the director of the corporation existing at the time of
such repeal or modification.

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
October, 1994.

/s/ Barry Lazarus
----------------------------------------
Barry Lazarus

121 50 8th street # 1600
Mpla Mn 55402

STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
OCT 13 1994

/s/ Illegible
----------------------------------------
Secretary of State

-3-

MINNESOTA SECRETARY OF STATE

(SEAL)               NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT

Please read the Instructions on the back before completing this form.

1.   Entity Name: ______________________________________________________________

SUNRISE PUBLICATIONS, INC. ________________________________________________

2.   Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A post office box is not
acceptable,

33 South Sixth Street, Multifoods Tower,   Minneapolis     MN      55402
Street                        City      State   Zip Code

3.   Registered Agent (Registered agents are required for foreign entities but
optional for Minnesota entities):

Corporation Service Company
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE ENTITY NAME.

In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.

I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.

/s/ Illegible
--------------------------------------
Signature of Authorized Person EUP/CFO

Name and Telephone Number of a Contact Person: Elva Shipkowski (CSC) (302)
636-5401 Ext: 3216.
please print legibly

Filing Fee: Minnesota Corporations, Cooperatives and Limited Liability
Companies: $35.00.

Non-Minnesota Corporations: $50.00.

Make checks payable to Secretary of State

Return to: Minnesota Secretary of State
18O State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(651) 296-28O3

STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED

FEB 25 2002

/s/ Illegible
-------------------
Secretary of State

MINNESOTA SECRETARY OF STATE

(SEAL)               NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT

Please read the Instructions on the back before completing this form.

1.   Entity Name: ______________________________________________________________

SUNRISE PUBLICATIONS, INC. ________________________________________________

2.   Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A post office box is not
acceptable,

405 SECOND AVENUE, SOUTH   MINNEAPOLIS     MN      55401
Street                City      State   Zip Code

3.   Registered Agent (Registered agents are required for foreign entities but
optional for Minnesota entities):

CT CORPORATION SYSTEM INC.
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE ENTITY NAME.

In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.

I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.

/s/ Mike Jones
------------------------------------
Signature of Authorized Person

Mike Jones, V.P.

Name and Telephone Number of a Contact Person: M. Jones (800) 759-8547
please print legibly

Filing Fee: Minnesota Corporations, Cooperatives and Limited Liability
Companies: $35.00.

Non-Minnesota Corporations: $50.00.

Make checks payable to Secretary of State

Return to: Minnesota Secretary of State
18O State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(651) 296-28O3

STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED

OCT 01 2002

/s/ Illegible
-------------------
Secretary of State

MINNESOTA SECRETARY OF STATE
(SEAL)               NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT

Please read the instructions on the back before completing this form.

1.   Entity Name: ____________________________

SUNRISE PUBLICATIONS, INC. ____________________________

2.   Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number.
A post office box is not acceptable.

Capitol Prof. Bldg. 590 Park St., Suite 6   St. Paul     MN      55103
Street                      City     State   Zip Code

3.   Registered Agent (Registered agents are required for foreign entities but
optional for Minnesota entitles):

Capitol Corporate Services, Inc.
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE ENTITY NAME.

In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.

I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.

/s/ Delanie Case Attorney in Fact
-------------------------------------
Signature of Authorized Person

Name and Telephone Number of a Contact Person: Myra Simmons (800) 345-4647x153
please print legibly

Filing Fee: For Profit Minnesota Corporations, Cooperatives and Limited
Liability Companies: $35.00.

Minnesota Nonprofit Corporations: No $35.00 fee is due unless you are
adding or removing an agent.

Non-Minnesota Corporations: $50.00.

Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(651) 296-2803

STATE OF MINNESOTA
FILED

AUG 12 2003

/s/ Illegible
------------------
Secretary of State

MINNESOTA SECRETARY OF STATE
(SEAL)               NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT

Please read the instructions on the back before completing this form.

1.   Entity Name: ____________________________

Sunrise Publications, Inc. ____________________________

2.   Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number.
A post office box is not acceptable.

405 Second Avenue South   Minneapolis     MN      55401
Street               City      State   Zip Code

3.   Registered Agent (Registered agents are required for foreign entities but
optional for Minnesota entitles):

CT Corporation System Inc.
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE ENTITY NAME.

In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.

I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.

/s/ Illegible
-------------------------------------
Signature of Authorized Person

Name and Telephone Number of a Contact Person: Julie Adcock (214) 979-1172
please print legibly

Filing Fee: For Profit Minnesota Corporations, Cooperatives and Limited
Liability Companies: $35.00.

Minnesota Nonprofit Corporations: No $35.00 fee is due unless you are
adding or removing an agent.

Non-Minnesota Corporations: $50.00.

Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Rev. Dr. Martin Luther King Jr. Blvd.
St. Paul, MN 55155-1299
(651) 296-2803

STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED

JAN 30 2004

/s/ Illegible
-------------------
Secretary of State

Exhibit 3.14

Bylaws of Sunrise Publications, Inc.

BYLAWS

OF

SUNRISE PUBLICATIONS, INC.

BYLAWS
OF
SUNRISE PUBLICATIONS, INC.

TABLE OF CONTENTS

ARTICLE I OFFICES; CORPORATE SEAL .........................................    1
Section 1.1.  Registered Office ........................................    1
Section 1.2.  Corporate Seal ...........................................    1

ARTICLE II MEETINGS OF SHAREHOLDERS .......................................    1
Section 2.1.  Place of Meeting .........................................    1
Section 2.2.  Annual Meeting ...........................................    l
Section 2.3.  Special Meetings .........................................    1
Section 2.4.  Meetings Held upon shareholder Demand ....................    2
Section 2.5.  Notice of Meetings .......................................    2
Section 2.6.  Waiver of Notice .........................................    3
Section 2.7.  Quorum; Adjourned Meetings ...............................    3
Section 2.8.  Vote Required ............................................    3
Section 2.9.  Voting Rights ............................................    4
Section 2.10. Proxies ..................................................    4
Section 2.ll. Action Without a Meeting .................................    4
Section 2.12. Record Date ..............................................    5

ARTICLE III DIRECTORS .....................................................    5
Section 3.1.  General Powers ...........................................    5
Section 3.2.  Number, Qualifications, and Term of Office ...............    5
Section 3.3.  Meetings; Place and Notice ...............................    5
Section 3.4.  Electronic Communications ................................    6
Section 3.5.  Waiver of Notice .........................................    6
Section 3.6.  Quorum; Acts of Board ....................................    6
Section 3.7.  Vacancies ................................................    6
Section 3.8.  Removal ..................................................    7
Section 3.9.  Resignation ..............................................    7
Section 3.10. Committees ...............................................    7
Section 3.11. Special Litigation Committee .............................    8
Section 3.12. Absent Directors .........................................    8
Section 3.13. Presumption of Assent ....................................    8
Section 3.14. Action Without a Meeting .................................    8
Section 3.15. Compensation of Directors ................................    8
Section

3.16. Limitation of Directors' Liabilities .....................    9

ARTICLE IV OFFICERS .......................................................    9
Section 4.1.  Number and Designation ...................................    9
Section 4.2.  Chief Executive Officer ..................................    9
Section 4.3.  Chief Financial Officer ..................................   10
Section 4.4.  Chairman of the Board ....................................   10
Section 4.5.  President ................................................   10
Section 4.6.  Vice Presidents ..........................................   10

Section 4.7.  Secretary ................................................   10
Section 4.8.  Treasurer ................................................   11
Section 4.9.  Treasurer's Bond .........................................   11
Section 4.10. Vacancies ................................................   11
Section 4.11. Authority and Duties .....................................   11
Section 4.12. Term; Resignation; Removal; Vacancies ....................   11
Section 4.13. Salaries .................................................   12

ARTICLE V SHARES AND THEIR TRANSFER .......................................   12
Section 5.1.  Certificates for Shares ..................................   12
Section 5.2.  Uncertificated Shares ....................................   12
Section 5.3.  Transfer of Shares .......................................   13
Section 5.4.  Lost, Destroyed, or Stolen Certificates ..................   13
Section 5.5.  Transfer Agent and Registrar .............................   13
Section 5.6.  Facsimile Signature ......................................   13
Section 5.7.  Closing of Transfer Books; Record Date ...................   14
Section 5.8.  Registered Shareholders ..................................   14

ARTICLE VI INDEMNIFICATION ................................................   14
Section 6.l.  Indemnification ..........................................   14
Section 6.2.  Insurance ................................................   14

ARTICLE VII GENERAL CORPORATE MATTERS .....................................   15
Section 7.1.  Distributions ............................................   15
Section 7.2.  Reserves .................................................   15
Section 7.3.  Deposits .................................................   15
Section 7.4.  Loans ....................................................   15
Section 7.5.  Advances .................................................   16

ARTICLE VIII BOOKS OF RECORD; AUDIT; FISCAL YEAR ..........................   16
Section 8.1.  Share Register ...........................................   16
Section 8.2.  Books, Records, and Other Documents ......................   16
Section 8.3.  Financial Statements .....................................   16
Section 8.4.  Audit ....................................................   17
section 8.5.  Fiscal Year ..............................................   17

ARTICLE IX AMENDMENTS .....................................................   17
Section 9.1.  Amendments ...............................................   17

BYLAWS
OF
SUNRISE PUBLICATIONS, INC.

ARTICLE I
OFFICES; CORPORATE SEAL

Section 1.1. Registered Office. The registered office of the Corporation in
Minnesota shall be that set forth in the Articles of Incorporation or in the
most recent amendment of the Articles of Incorporation or in a statement of the
Board of Directors filed with the Secretary of State of the State of Minnesota
changing the registered office in the manner prescribed by law. The Corporation
may have such other offices, within or without the State of Minnesota, as the
Board of Directors shall, from time to time, determine.

Section 1.2. Corporate Seal. If so directed by the Board of Directors, the
Corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
Corporation. The seal need only include the word "seal," but it may also
include, at the discretion of the Board, such additional wording as is permitted
by law.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 2.1. Place of Meeting. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or such other place as
may be designated by the Board of Directors or the chief executive officer;
provided, however, that any meeting called by or at the demand of a shareholder
or shareholders shall be held in the county where the principal executive office
of the Corporation is located.

Section 2.2. Annual Meeting. An annual meeting of the shareholders shall be
held on an annual basis as determined by the Board of Directors. At each annual
meeting the shareholders shall elect qualified successors for directors whose
terms have expired or are due to expire within six (6) months after the date of
the meeting and may transact any other business.

Section 2.3. Special Meetings. A special meeting of the shareholders may be
called for any purpose or purposes at any time by the chief executive officer or
the chief financial officer, by the Board of Directors, or any two or more
members thereof, or by one or more shareholders holding not less than ten
percent (10%) of the voting power of all shares of the Corporation entitled to
vote as provided in Section 2.4(b) hereof, except that a special meeting for
the purpose of considering any action to directly or indirectly facilitate or

effect a business combination, including any action to change or otherwise
affect the composition of the board of directors for that purpose, must be
called by twenty-five percent (25%) or more of the voting power of all shares
entitled to vote. The chief executive officer or the Board of Directors shall be
authorized to fix the time and date of any special meeting of the shareholders.
Notice of any special meeting shall state the purpose for which the meeting has
been called, and the business transacted at any special meeting shall be limited
to the purpose stated in the notice, unless all of the shareholders are present
in person or by proxy and none of them objects to the consideration of
additional business.

Section 2.4. Meetings Held upon Shareholder Demand. Annual or special
meetings of the shareholders may be demanded by a shareholder under the
following circumstances:

(a) If an annual meeting of shareholders has not been held during the
immediately preceding fifteen (15) months, a shareholder or shareholders
holding three percent (3%) or more of all voting shares may demand an
annual meeting of shareholders by written notice of demand given to the
chief executive officer or chief financial officer of the Corporation. If
the Board fails to cause an annual meeting to be called and held as
required by law, the shareholder or shareholders making the demand may call
the meeting by giving notice as required by law, all at the expense of the
Corporation.

(b) To demand a special meeting of the shareholders, a shareholder or
shareholders shall give written notice to the chief executive officer or
the chief financial officer of the Corporation specifying the purposes of
such meeting. Upon receipt by the chief executive officer or chief
financial officer of the Corporation of a demand for a special meeting of
shareholders from any shareholder or shareholders entitled to call such a
meeting, the Board of Directors shall cause such meeting to be called and
held in compliance with the timing requirements of Minnesota Statutes 302A.
433, Subd. 2, as amended from time to time.

Section 2.5. Notice of Meetings.

(a) Notice of all meetings of shareholders shall be given to every
shareholder entitled to vote, except where the meeting is an adjourned
meeting and the date, time, and place of the meeting were announced at the
time of adjournment. The notice shall be given at least ten (10) days but
not more than sixty (60) days prior to the meeting; provided, however, that
at least fourteen (14) days' notice must be given of a meeting at which the
adoption of an agreement of merger or plan of exchange is to be considered.

2

(b) Notice of meetings shall be given to each shareholder entitled
thereto by oral communication, by mailing a copy thereof to such
shareholder at the address he has designated or to the last known address
of such shareholder, by handing a copy thereof to such shareholder, or by
any other delivery that conforms to law. Notice by mail shall be deemed
given when deposited in the United States mail with sufficient postage
affixed.

Section 2.6. Waiver of Notice. A shareholder may waive notice of any
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at, or after the meeting and whether given in
writing, orally, or by attendance. Attendance by a shareholder at a meeting
shall constitute waiver of notice of that meeting, except where the shareholder
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened or objects before a vote on an
item of business because the item may not lawfully be considered at the meeting
and the shareholder does not participate in consideration of the item at the
meeting.

Section 2.7. Quorum; Adjourned Meetings. The presence either in person or
by proxy of the holders of a majority of the voting power of the shares entitled
to vote at the meeting shall constitute a quorum for the transaction of
business. If, however, a quorum shall not be present in person or by proxy at
any meeting of the shareholders, those present shall have the power to adjourn
the meeting from time to time, without notice other than by announcement at the
meeting of the date, time, and location of the reconvening of the adjourned
meeting, until the requisite number of voting shares shall be represented. At
any such adjourned meeting at which the required number of voting shares shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. If a quorum is present when a duly called
or held meeting is convened, the shareholders may continue to transact business
until adjournment even though the withdrawal of shareholders originally present
leaves less than the proportion or number otherwise required for a quorum.

Section 2.8. Vote Required. The shareholders shall take action by the
affirmative vote of the holders of the greater of (a) a majority of the voting
power of the shares present and entitled to vote on that item of business or (b)
a majority of the voting power of the minimum number of the shares entitled to
vote that would constitute a quorum for the transaction of business at the
meeting, except where a larger proportion or number is required by statute or
the Articles of Incorporation. If the Articles of Incorporation require a larger
proportion or number than is required by statute for a particular action, the
Articles of Incorporation shall control.

3

Section 2.9. Voting Rights.

(a) At each meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote either in person or by proxy.
Unless otherwise provided by the Articles of Incorporation or resolution of
the Board of Directors filed with the Secretary of State, each shareholder
shall have one vote for each share held. Shares owned by two or more
shareholders may be voted by any one of them unless the Corporation
receives written notice, addressed to the Board of Directors at the address
of the registered office, from any one of them denying the authority of any
other person or persons to vote those shares. Upon demand of any
shareholder, the vote upon any question before the meeting shall be by
ballot.

(b) There shall be no cumulative voting for the election of directors.

Section 2.10. Proxies. At any meeting of the shareholders, any shareholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing and filed with an officer of the Corporation at or before the meeting.
An appointment of a proxy or proxies for shares held jointly by two or more
shareholders is valid if signed by any one of them, unless and until the
corporation receives from any one of those shareholders written notice denying
the authority of such other person or persons to appoint a proxy or proxies or
appointing a different proxy or proxies, in which case no proxy shall be
appointed unless all joint owners sign the appointment. In the event that any
instrument shall designate two or more persons to act as proxies, a majority of
such persons present at the meeting, or if only one shall be present then that
one, shall have and may exercise all of the proxies so designated unless the
instrument shall otherwise provide. If the proxies present at the meeting are
equally divided on an issue, the shares represented by such proxies shall not be
voted on such issue. No proxy shall be valid after the expiration of eleven (11)
months from the date of its execution unless coupled with an interest or unless
the person executing it specifies therein the length of time for which it is to
continue in force, which in no case shall exceed three (3) years from the date
of its execution. Subject to the above, any duly executed proxy shall continue
in full force and effect and shall not be revoked unless written notice of
its revocation or a duly executed proxy bearing a later date is filed with an
officer of the Corporation.

Section 2.11. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting, if
authorized in writing or writings signed by all shareholders who would be
entitled to vote on that action. The written action is effective

4

when it has been signed by all such shareholders, unless a different effective
date is provided in the written action.

Section 2.12. Record Date. The Board of Directors may fix a date, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of
and to vote at such meeting, and in such case only shareholders of record on the
date so fixed, or their legal representatives, shall be entitled to notice of
and to vote at such meeting, notwithstanding any transfer of any shares on the
books of the Corporation after any record date so fixed. The Board of Directors
may close the books of the Corporation against transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the shareholders entitled to notice of and to
vote at any meeting of shareholders, the record date shall be the twentieth
(20th) day preceding the date of such meeting.

ARTICLE III
DIRECTORS

Section 3.1. General Powers. The property, affairs, and business of the
Corporation shall be managed by the Board of Directors. The Board of Directors
may exercise all powers of the Corporation and do all lawful acts not required
by the Articles of Incorporation, these Bylaws, or law to be done by the
shareholders.

Section 3.2. Number, Qualifications, and Term of Office. The number of
directors which shall constitute the whole Board shall be at least one (1), or
such other number as may be determined by the Board of Directors or by the
shareholders at an annual meeting or a special meeting called and held for that
purpose; provided, however, that the Board of Directors may not decrease the
number of directors below the number last designated by the shareholders. The
creation of any new directorship by action of the Board of Directors shall
require the affirmative vote of a majority of the directors serving at the time
of the increase. Each of the directors shall serve until the next annual meeting
of the shareholders and until his successor shall has been duly elected and has
qualified, or until his earlier death, resignation, removal, or
disqualification. Directors need not be residents of the State of Minnesota or
shareholders of the Corporation.

Section 3.3. Meetings; Place and Notice. Meetings of the Board of Directors
may be held from time to time at any place within or without the State of
Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the Corporation, except as may be otherwise

5

unanimously agreed orally or in writing or by attendance. Board meetings may be
called by the chairman of the Board or chief executive officer on 24 hours
notice or by any director on three (3) days notice to each director. Every such
notice shall state the date, time, and place of the meeting. Notice of a meeting
called by a director other than a director who is the chairman of the board or
chief executive officer shall state the purpose of the meeting. Notice may be
given by mail, telephone, telegram, or in person. If a meeting schedule is
adopted by the Board, or if the date and time of a Board meeting has been
announced at a previous meeting, no notice is required.

Section 3.4. Electronic Communications. A conference among directors by any
means of communication through which the directors may simultaneously hear one
another during the conference constitutes a Board meeting if the notice required
by Section 3.3 of these Bylaws is given of the conference and if the number of
directors participating in the conference would be sufficient to constitute a
quorum. Participation in a meeting by such means constitutes presence in person
at the meeting.

Section 3.5. Waiver of Notice. A director may waive notice of a meeting of
the Board. Waiver of notice is effective, whether given before, at, or after the
meeting and whether given in writing, orally, or by attendance. Attendance by a
director at a meeting constitutes waiver of notice for that meeting, except
where the director objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened and does not
participate thereafter in the meeting.

Section 3.6. Quorum; Acts of Board. A majority of the directors currently
holding office shall be a quorum for the transaction of business; provided,
however, that if any vacancies exist by reason of death, resignation, or
otherwise, a majority of the remaining directors (provided such majority
consists of not less than two directors) shall constitute a quorum. In the
absence of a quorum, a majority of the directors present may adjourn the meeting
from time to time until a quorum is present. If a quorum is present when a duly
called or held meeting is convened, the directors present may continue to
transact business until adjournment, even though the withdrawal of a number of
directors originally present leaves less than the proportion or number otherwise
required for a quorum. Except as otherwise required by law or the Articles of
Incorporation or these Bylaws, the acts of a majority of the directors present
at a meeting at which a quorum is present shall be the acts of the Board of
Directors.

Section 3.7. Vacancies. Vacancies on the Board resulting from the death,
resignation, or removal of a director may be filled by the affirmative vote of a
majority of the remaining

6

directors, even though less than a quorum. Vacancies on the Board resulting from
newly created directorships may be filled by the affirmative vote of a majority
of the directors serving at the time of the increase. Subject to removal as
provided in Section 3.8 of these Bylaws, each director elected under this
Section to fill a vacancy shall hold office until a qualified successor is
elected by the shareholders at the next annual meeting or at a special meeting
of the shareholders called for that purpose.

Section 3.8. Removal. Except as otherwise provided by law, the entire Board
of Directors or any individual director may be removed from office with or
without cause by a vote of the shareholders holding a majority of the shares
entitled to vote for the election of directors. The shareholders, by the same
majority vote, may fill any vacancy or vacancies created by such removal. Any
such vacancy not so filled may be filled by the directors as provided in Section
3.7 hereof. Any director named by the Board to fill a vacancy may be removed at
any time, with or without cause, by the affirmative vote of the majority of the
remaining directors, even if the remaining directors constitute less than a
quorum, if the shareholders have not elected directors in the interval between
the appointment to fill the vacancy and the time of removal.

Section 3.9. Resignation. Any director may resign at any time by giving
written notice to the Corporation. Such resignation shall take effect on the
date of the Corporation's receipt of such notice or at any later date or time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make the resignation effective.

Section 3.10. Committees.

(a) A resolution approved by the affirmative vote of a majority of the
Board may establish committees having the authority of the Board in the
management of the business of the Corporation to the extent provided in the
resolution. Except for any special litigation committee established under
Section 3.11 hereof, committees shall be subject at all times to the
direction and control of the Board.

(b) A committee shall consist of one or more natural persons, who need
not be directors, appointed by the affirmative vote of a majority of the
directors present at a duly held meeting of the Board.

(c) Minutes, if any, of committee meetings shall be made available
upon request to members of the committee and to any director.

7

Section 3.11. Special Litigation Committee. Pursuant to the procedure set
forth, in Section 3.10, the Board may establish a committee composed of one or
more independent directors or other independent persons to consider legal rights
or remedies of the Corporation and whether those rights or remedies should be
pursued.

Section 3.12. Absent Directors. A director may give written consent or
opposition to a proposal to be acted on at a Board meeting by giving a written
statement to the Chairman of the Board or acting Chairman of the Board setting
forth a summary of the proposal to be voted on and containing a statement from
the director on how he votes on such proposal. If the director is not present at
the meeting, consent or opposition to a proposal does not constitute presence
for purposes of determining the existence of a quorum, but consent or opposition
shall be counted as a vote in favor of, or against, the proposal and shall be
entered in the minutes or other record of action of the meeting if the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal to which the director has consented or objected.

Section 3.13. Presumption of Assent. A director who is present at a meeting
of the Board when an action is approved by the affirmative vote of a majority of
the directors present is presumed to have assented to the action approved,
unless the director:

(a) objects at the beginning of the meeting to the transaction of the
business because the meeting is not lawfully called or convened and does
not participate thereafter in the meeting, in which case the director shall
not be considered to be present at the meeting for any purpose; and

(b) votes against the action at the meeting; or

(c) is prohibited by law from voting on the action.

Section 3.14. Action Without a Meeting. Any action required or permitted to
be taken at a Board meeting may be taken by written consent of the number of
directors that would be required to take the same action at a meeting of the
Board of Directors at which all directors were present, provided that the
proposed action need not be approved by the shareholders and that the Articles
of Incorporation so provide. The written action is effective when signed by the
necessary number of directors unless a different effective date is stated in the
written action.

Section 3.15. Compensation of Directors. By resolution of the Board of
Directors, each director may be paid his or her expenses, if any, of attendance
at each Board meeting and may be

8

paid a stated amount as a director or a fixed sum for attendance at each Board
meeting, or both. No such payment shall preclude a 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 3.16. Limitation of Directors' Liabilities. A director shall hot be
liable to the Corporation or its shareholders for dividends illegally declared,
distributions illegally made to shareholders, or any other action taken in good
faith reliance upon financial statements of the Corporation represented to him
to be correct by the chief executive officer of the Corporation or the officer
having charge of its books of account or certified by an independent or
certified public accountant to fairly reflect the financial condition of the
Corporation; nor shall any director be liable if in good faith in determining
the amount available for dividends or distribution the Board values the assets
in a manner allowable under applicable law.

ARTICLE IV
OFFICERS

Section 4.1. Number and Designation. The officers of the Corporation shall
be elected or appointed by the Board of Directors. The Corporation shall have
one or more natural persons exercising the functions of the offices of chief
executive officer and chief financial officer. The Board of Directors may elect
or appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties, and
responsibilities as may be determined by the Board, including, without
limitation, a chairman of the Board (who shall be a director), a president, a
secretary, and a treasurer, each of whom shall have the powers, rights, duties,
and responsibilities set forth in these Bylaws, unless otherwise determined by
the Board. Any of the offices or functions of those offices may be held or
performed by the same person.

Section 4.2. Chief Executive Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the chief executive officer (a)
shall be responsible for the general active management of the business of the
Corporation; (b) shall, when present, preside at all meetings of the
shareholders; (c) shall be responsible for implementing all orders and
resolutions of the Board; (d) shall sign and deliver in the name of the
Corporation any deeds, mortgages, bonds, contracts, or other instruments
pertaining to the business of the Corporation, except where authority to sign
and deliver is required or permitted by law to be exercised by another person
and except where such authority is expressly delegated by these Bylaws or by the
Board

9

to some other officer or agent of the Corporation; (e) may maintain records of
and certify proceedings of the Board and shareholders; and (f) shall perform
such other duties as may from time to time be assigned by the Board.

Section 4.3. Chief Financial Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the chief financial officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
monies, drafts, and checks in the name of and to the credit of the Corporation
in such banks and depositories as the Board of Directors shall designate from
time to time; (c) shall endorse for deposit all notes, checks, and drafts
received by the Corporation as ordered by the Board, making proper vouchers
therefor; (d) shall disburse the funds of the Corporation as may be ordered by
the Board of Directors or the chief executive officer, making proper vouchers
therefor; (e) shall render to the chief executive officer and the Board of
Directors, whenever requested, an account of all of his transactions as chief
financial officer and of the financial condition of the Corporation; and (f)
shall perform such other duties as may be assigned by the Board of Directors or
the chief executive officer from time to time.

Section 4.4. Chairman of the Board. The chairman of the Board of the
Corporation shall preside at all meetings of the Board of Directors and shall
perform such other functions as may be determined from time to time by the
Board.

Section 4.5. President. Unless otherwise determined by the Board of
Directors, the president shall be the chief executive officer of the
Corporation. If an officer other than the president is designated chief
executive officer, the president shall perform such duties as may from time to
time be assigned to him by the Board, or if authorized by the Board, such duties
as are assigned to him by the chief executive officer.

Section 4.6. Vice Presidents. Any one or more vice presidents, if any, may
be appointed by the Board of Directors. During the absence or disability of the
president, it shall be the duty of the highest ranking vice president to perform
the duties of the president. The determination of who is the highest ranking of
two or more persons holding the same office shall, in the absence of specific
designation of order or rank by the Board of Directors, be made on the basis of
the earliest date of appointment or election, or, in the event of simultaneous
appointment or election, on the basis of the longest continuous employment by
the Corporation.

Section 4.7. Secretary. The secretary, unless otherwise determined by the
Board, shall attend all meetings of the shareholders and all meetings of the
Board of Directors, shall record or cause to be recorded all proceedings thereof
in a book

10

to be kept for that purpose, and may certify such proceedings. Except as
otherwise required or permitted by law or by these Bylaws, the secretary shall
give or cause to be given notice of all meetings of the shareholders and all
meetings of the Board of Directors.

Section 4.8. Treasurer. Unless otherwise determined by the Board, the
treasurer shall be the chief financial officer of the Corporation. If an officer
other than the treasurer is designated chief financial officer, the treasurer
shall perform such duties as may from time to time be assigned to him by the
Board.

Section 4.9. Treasurer's Bond. 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 4.10. Vacancies. If any office becomes vacant by reason of death,
resignation, retirement, disqualification, removal, or other, cause, the
directors then in office, although less than a quorum, may by a majority vote,
choose a successor or successors who shall hold office for the unexpired term in
respect of which such vacancy occurred.

Section 4.11. Authority and Duties. In addition to the foregoing authority
and duties, all officers of the Corporation shall respectively have such
authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.

Section 4.12. Term; Resignation; Removal; Vacancies.

(a) All officers of the Corporation shall hold office until their
respective successors are chosen and have qualified or until their earlier
death, resignation, or removal.

(b) An officer may resign at any time by giving written notice to the
Corporation. The resignation is effective without acceptance when the
notice is given to the

11

Corporation, unless a later effective date is specified in the notice.

(c) An officer may be removed at any time, with or without cause, by a
resolution approved by an affirmative vote of the majority of the directors
present at a duly held Board meeting.

(d) A vacancy in an office because of death, resignation, removal,
disqualification, or other cause may, or in the case of a vacancy in the
office of chief executive officer or chief financial officer shall, be
filled by the Board.

Section 4.13. Salaries. The salaries of all officers of the corporation
shall be fixed by the Board of Directors or by the chief executive officer, if
authorized by the Board.

ARTICLE V
SHARES AND THEIR TRANSFER

Section 5.1. Certificates for Shares.

(a) Certificates of shares, if any, of the Corporation shall be in
such form as shall be prescribed by law and adopted by the Board of
Directors, certifying the number of shares of the Corporation owned by each
shareholder. The certificates shall be numbered in the order in which they
are issued and shall be signed, in the name of the Corporation, by the
chief executive officer or the chief financial officer or secretary or by
such officers as the Board of Directors may designate. Such signatures may
be by facsimile if authorized by the Board of Directors or these Bylaws.
Such certificates shall also have such legends, as may be required by any
shareholder agreement or other agreement.

(b) A certificate representing shares issued by the Corporation shall,
if the Corporation is authorized to issue shares of more than one class or
series, set forth upon the face or back of the certificate, or shall state
that the Corporation will furnish to any shareholder upon request and
without charge, a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class or series
authorized to be issued, so far as they have been determined, and the
authority of the Board to determine the relative rights and preferences of
subsequent classes or series.

Section 5.2. Uncertificated Shares. Some or all of any or all classes and
series of the shares of stock of this Corporation, upon a resolution approved by
the Board of

12

Directors, may be uncertificated shares. Within twenty (20) calendar days after
the issuance or transfer of uncertificated shares, the chief executive officer
shall send to the shareholder such notice as may be required by law.

Section 5.3. Transfer of Shares. Transfer of certificated shares on the
books of the Corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares therefor properly endorsed. The Corporation may
treat, as the absolute owner of shares of the Corporation, the person or persons
in whose name or names the shares are registered on the books of the
Corporation. The transfer of uncertificated shares, if any, shall be made by the
means determined by the Board of Directors. Every certificate surrendered to the
Corporation for exchange or transfer shall be canceled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so canceled.

Section 5.4. Lost. Destroyed, or Stolen Certificates. Any shareholder
claiming that a certificate for shares has been lost, destroyed, or stolen shall
make an affidavit of that fact in such form as the Board of Directors may
require and shall, if the Board of Directors so requires, give the Corporation a
sufficient indemnity bond, in form, in an amount, and with one or more sureties
satisfactory to the Board of Directors, to indemnify the Corporation against any
claims that may be made against it on account of the reissue of such
certificate. A replacement certificate shall then be issued for the same number
of shares as represented by the certificate alleged to have been lost,
destroyed, or stolen.

Section 5.5. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates for shares to bear the signature or
signatures of any of them.

Section 5.6. Facsimile Signature. Where any certificate is manually signed
by a transfer agent, a transfer clerk, or a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the chief
executive officer or other proper officer of the Corporation authorized by the
Board of Directors may be inscribed on the certificate in lieu of the actual
signature of the officer. The fact that a certificate bears the facsimile
signature of an officer who no longer holds office shall hot affect the validity
of the certificate, and such certificate, if otherwise validly issued, shall
have the same effect as if the former officer held that office at the date the
certificate was issued.

13

Section 5.7. Closing of Transfer Books; Record Date. The Board of Directors
may close the stock transfer books of the Corporation for a period not exceeding
sixty (60) days preceding the date of any meeting of shareholders, the date for
payment of any dividend or distribution or the date any change, conversion, or
exchange of capital stock shall become effective. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date, not exceeding
sixty (60) days preceding the date for payment of any dividend or distribution,
or the date any change, conversion, or exchange of capital stock shall become
effective, as a record date for the determination of the shareholders entitled
to receive payment of any such dividend or distribution, or to exercise the
rights in respect of any such change, conversion, or exchange of capital stock,
and in such case such shareholders and only such shareholders shall be
shareholders of record on the date so fixed and shall be entitled to receive
payment of such dividend or distribution, or to exercise such rights,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date. If the Board of Directors fails to fix such a record date
the record date shall be the twentieth (20th) day preceding the date of payment
or the date the change, conversion, or exchange becomes effective.

Section 5.8. Registered Shareholders. 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 shall be entitled
to hold liable for calls and assessments a person so 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 applicable law.

ARTICLE VI
INDEMNIFICATION

Section 6.1. Indemnification. The Corporation, shall indemnify such
persons, for such expenses and liabilities, in such manner, under such
circumstances, and to such extent, as required or permitted by Minn. Stat.
Section 3O2A. 521, as amended from time to time, or as required or permitted by
other provisions of law.

Section 6.2. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted against and incurred by such person in or arising from that capacity,
whether or not the Corporation would otherwise be required to indemnify the
person against the liability.

14

ARTICLE VII
GENERAL CORPORATE MATTERS

Section 7.1. Distributions. Subject to the Articles, of Incorporation and
these Bylaws, the Board of Directors may declare dividends payable in either
cash, property or shares, acquire or exchange shares, or make other
distributions with respect to shares of the Corporation whenever and in such
amounts as, in its opinion, the condition and affairs of the Corporation shall
render advisable.

Section 7.2. Reserves. Before payment of any dividend, the Board of
Directors may 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 deems
proper as a reserve or reserves to meet contingencies, for equalizing dividends,
for repairing or maintaining any property of the Corporation, or for such other
purposes as the Board of Directors deems conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve.

Section 7.3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

Section 7.4. Loans. The Corporation shall not lend money to, guarantee the
obligation of, become a surety for, or otherwise financially assist any person
unless the transaction, or class of transactions to which the transaction
belongs, has been approved by the affirmative vote of a majority of directors
present and:

(a) is in the usual and regular course of business of the Corporation;

(b) is with, or for the benefit of, a related corporation, an
organization in which the Corporation has a financial interest, an
organization with which the Corporation has a business relationship, or an
organization, to which the Corporation has the power to make donations;

(c) is with, or for the benefit of, an officer or other employee of
the Corporation or a subsidiary,--including an officer or employee who is a
director of the Corporation or a subsidiary, and may reasonably be
expected, in the judgment of the Board of Directors, to benefit the
Corporation; or

(d) has been approved by the affirmative vote of the holders of
two-thirds of the outstanding shares, including both voting and nonvoting
shares.

15

Section 7.5. Advances. The Corporation may, without a vote of the
directors, advance money to its directors, officers, or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.

ARTICLE VIII
BOOKS OF RECORD; AUDIT; FISCAL YEAR

Section 8.1. Share Register. The Board of Directors of the Corporation
shall cause to be kept at its principal executive office, or such other place or
places within the United States as determined by the Board, a share register not
more than one year old, containing the names and addresses of the shareholders
and the number and classes of the shares held, and the dates on which the
certificates therefor were issued.

Section 8.2. Books, Records, and Other Documents. The Board of Directors
shall cause to be kept at its principal executive office, originals or copies
of:

(a) records of all proceedings of the shareholders and directors for
the last three years;

(b) Articles of Incorporation of the Corporation and all amendments
thereto currently in effect;

(c) Bylaws of the Corporation and all amendments thereto currently in
effect;

(d) financial statements as described in Section 8.3 hereof, if such
statements have been prepared by or for the Corporation;

(e) reports made to shareholders generally within the immediately
preceding three years;

(f) a statement of the names and usual business addresses of the
directors and principal officers of the Corporation;

(g) voting trust agreements; and

(h) shareholder control agreements, if any.

Section 8.3. Financial Statements. To the extent that they have been
prepared by or for the Corporation, the financial statements required to be kept
at the principal executive or registered office of the Corporation pursuant to
Section 8.2(d) hereof are as follows:

16

(a) annual financial statements, including at least a balance sheet as
of the end of, and a statement of income for, each fiscal year; and

(b) financial statements for the most recent interim period prepared
in the course of the operations of the Corporation for distribution to the
shareholders or submission to a governmental agency as a matter of public
record.

Section 8.4. Audit. The Board of Directors may cause the records and books
of account of the Corporation to be audited each fiscal year.

Section 8.5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

ARTICLE IX
AMENDMENTS

Section 9.1. Amendments. Except as limited by the Articles of
Incorporation, these Bylaws may be altered, amended, or repealed by the
affirmative vote of a majority of the members of the Board of Directors. This
authority of the Board of Directors is subject to the power of the shareholders
to change or repeal such Bylaws, and the Board of Directors shall not make or
alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies on the Board, or fixing
the number of directors or their classifications, qualifications, or terms, of
office, but the Board may adopt or amend a Bylaw to increase the number of
directors.

The undersigned, Secretary of Sunrise Publications, Inc., a Minnesota
corporation, does hereby certify that the foregoing Bylaws were duly adopted as
the Bylaws of the Corporation by its Board of Directors and Shareholders
effective October 13, 1994.

/s/ David R. Pomije, Secretary
----------------------------------------
David R. Pomije, Secretary

17

Exhibit 3.15

Articles of Incorporation of Marketing Control Services, Inc.

(SEAL)
SCC619
(02/03)

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF INCORPORATION
OF A VIRGINIA STOCK CORPORATION

The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of
Virginia, state(s) as follows:

1.   The name of the corporation is:

MARKETING CONTROL SERVICES, INC.

2.   The number (and classes, if any) of shares the corporation is authorized to
issue is (are):

NUMBER OF SHARES AUTHORIZED   CLASS(ES)

1000                          Commons

___________________________   ___________________________________

3.   A.   The name of the corporation's initial registered agent is

Capital Corporate Services. Inc.

B.   The initial registered agent is (mark appropriate box):

(1)  an individual who is a resident of Virginia and

[ ]  an Initial director of the corporation.

[ ]  a member of the Virginia State Bar.

OR

(2)  [X]  a domestic or foreign stock or nonstock corporation, limited
liability company or registered limited liability
partnership authorized to transact business in Virginia.

4.   A.   The corporation's initial registered office address, which is the
business office of the initial registered agent is:

10 S- Jefferson Street, Suite 1400, Roanoke, VA 24011
(number/street)   (city of town)   (zip code)

B.   The registered office is physically located in the [X] city or [ ]
county of Roanoke.

___________________________________.

5.   The Initial directors are:

NAME(S)                                 ADDRESS(ES)

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

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

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

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

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

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

6.   INCORPORATOR(S);

BY: /s/ Kavin A. Carey
---------------------------------
Name of Officer: Kavin A. Carey
--------------------
Title of Officer: Sole Incorporator
-------------------
SIGNATURE(S)                           PRINTED NAME(S)

Telephone number (optional):
-----------------------------

SEE INSTRUCTIONS ON THE REVERSE.

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

July 21, 2003

The State Corporation Commission has found the accompanying articles submitted
on behalf of

MARKETING CONTROL SERVICES, INC.

to comply with the requirements of law, and confirms payment of all required
fees.

Therefore, it is ORDERED that this

CERTIFICATE OF INCORPORATION

be issued and admitted to record with the articles of incorporation in the
Office of the Clerk of the Commission, effective July 21, 2003.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION

By: /s/ Illegible
------------------------------------
Commissioner
CORPACPT
CIS0375
03-07-21-0172

Exhibit 3.16

Bylaws of Marketing Control Services, Inc.

BYLAWS

OF

MARKETING CONTROL SERVICES, INC.

(a Virginia corporation)

----------

ARTICLE I

SHAREHOLDERS

1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
the corporation shall set forth thereon the statements prescribed by Section
13.1-647 of the Virginia Stock Corporation Act ("Stock Corporation Act") and by
any other applicable provision of law, shall be signed by any two of the
following officers: the President, a Vice-President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or any two officers designated
by the Board of Directors, and may bear the corporate seal or its facsimile. Any
or all of the signatures upon a certificate may be 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.

2. FRACTIONAL SHARES OR SCRIP. The corporation may, if authorized by
the Board of Directors: issue fractions of a share or pay in money the value of
fractions of a share; arrange for disposition of fractional shares by the
shareholders; or issue scrip in registered or bearer form entitling the bolder
to receive a full share upon surrendering enough scrip to equal a full share.
Each certificate representing scrip shall be conspicuously labeled "Scrip" and
shall contain the information required by subsection B of Section 13.1-647 of
the Stock Corporation Act. The holder of a fractional share is entitled to
exercise the rights of a shareholder, including the right to vote, to receive
dividends, and to participate in the assets of the corporation upon dissolution.
The holder of scrip is not entitled to any of these rights unless the scrip
provides for them. The Board of Directors may authorize the issuance of scrip
subject to any conditions considered desirable. When the corporation is to pay
in money the value of fractions of a share, such value shall be determined by
the Board of Directors. A good faith judgment of the Board of Directors as to
the value of a fractional share is conclusive.

3. SHARE TRANSFERS. Upon compliance with any provisions restricting
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by

power of attorney duly executed and filed with the Secretary of the corporation,
or with a transfer agent or a registrar and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes
thereon, if any. Except as may be otherwise provided by law, the person in whose
name shares stand on the books of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation; provided that whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact, if known to the Secretary of the corporation, shall be so expressed
in the entry of transfer.

4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the corporation may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring such determination
of shareholders. If not otherwise fixed, the record date is the close of
business on the day before the effective date of notice to shareholders. A
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it shall do if the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting.

5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Stock Corporation Act confers such rights notwithstanding that the articles of
incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.

6. SHAREHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date fixed from time
to time by the directors. A special meeting shall be held on the date fixed from
time to time by the directors except when the Stock Corporation Act confers the
right to call a special meeting upon the shareholders.

- PLACE. Annual meetings and special meetings shall be held at such
place in or out of the Commonwealth of Virginia as the directors shall from time
to time fix.

- CALL. Annual meetings may be called by the directors or the Chairman
of the Board of Directors, the President, or the Secretary or by any officer
instructed by the directors or the President to call the meeting. Special
meetings may be called in like manner.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. A corporation
shall notify shareholders of each annual and special shareholders' meeting. Such
notice shall be given no less than ten nor more than sixty days before the
meeting date except that notice of a shareholders' meeting to act on an
amendment of the articles of incorporation, a plan of merger or share exchange,
a proposed sale of assets pursuant to Section 13.1-724 of the Stock Corporation
Act, or the dissolution of the corporation shall be given not less than
twenty-five nor more than sixty days before the meeting date. Unless the Stock
Corporation Act or the articles of incorporation require otherwise, notice of an
annual meeting need not state the purpose for which the meeting is called.
Notice of a special meeting shall state the purpose for which the meeting is
called. Notwithstanding the foregoing, no notice of a shareholders' meeting need
be given to a shareholder in any instance in which Section 13.1-658 of the Stock
Corporation Act so provides. A shareholder may waive any notice required by the
Stock Corporation Act, the articles of incorporation or the Bylaws before or
after the time and date of the meeting that is the subject of such notice. The
waiver shall be in writing, be signed by the shareholder entitled to the notice,
and be delivered to the Secretary of the corporation for inclusion in the
minutes or filing with the corporate records. A shareholder's attendance at a
meeting waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting; and waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented. The term "notice" as
used in this paragraph shall mean notice in writing as prescribed by Section
13.1-610 of the Stock Corporation Act.

- VOTING LIST. The officer or agent having charge of the share
transfer books of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, with the address of and the number of
shares held by each. The list shall be arranged by voting group and within each
voting group by class or series. For a period of ten days prior to such meeting,
the list of shareholders shall be kept on file at the registered office of the
corporation or at its principal office or at the office of its transfer agent or
registrar and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof. The
original share transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

- CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of

the Board, if any the Vice-Chairman of the Board, if any, the President, a
Vice-President, if any, or, if none of the foregoing is in office and present
and acting, by a chairman to be chosen by the shareholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as secretary
of every meeting, but, if neither the Secretary nor an Assistant Secretary is
present, the Chairman of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
otherwise act for him, either personally or by his attorney-in-fact pursuant to
the provisions of Section 13.1-663 of the Stock Corporation Act. An appointment
is valid for eleven months, unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.

- SHARES HELD BY NOMINEES. The corporation may establish a procedure
by which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the corporation as the shareholder. The extent of this
recognition may be determined in the procedure.

- QUORUM. Unless the articles of incorporation or the Stock
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
shall be set for that adjourned meeting.

- VOTING. Directors are elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Stock Corporation Act provides otherwise.

7. ACTION WITHOUT MEETING. Action required or permitted by the Stock
Corporation Act to be taken at a shareholders' meeting maybe taken without a
meeting and without action by the Board of Directors if the action is taken by
all the shareholders entitled to vote on the action. The action shall be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action, and delivered to the
Secretary of the corporation for inclusion in the minutes or filing with the
corporate records. Any action taken by unanimous written consent shall be
effective according to its terms when all consents are in the possession of the
corporation. Action taken under this paragraph is effective as of the date
specified therein provided the consent states the date of execution by each
shareholder.

ARTICLE II

BOARD OF DIRECTORS

1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, a Board of Directors. The Board may
fix the compensation of directors.

2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a
citizen of the United States, or a resident of the Commonwealth of Virginia. The
initial Board of Directors shall consist of two persons, which is the number of
directors stated in the articles of incorporation, and which shall be the number
of directors until changed. Thereafter, the number of directors shall not be
less than two(2) nor more than five (5). The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or by the Board of Directors. If not so fixed, the number shall be two. After
shares are issued, only the shareholders of the corporation may change the range
for the size of the Board of Directors or change from a fixed to a
variable-range size board or vice versa. A decrease in the number of directors
does not shorten an incumbent director's term. The number of directors shall
never be less than one.

3. TERMS AND VACANCIES. The terms of the initial directors of the
corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected by the Board of Directors to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. Despite the expiration of
a director's term, he continues to serve until his successor is elected and
qualifies. If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of directors, the shareholders or the
Board of Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of the directors remaining in
office.

4. MEETINGS.

- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

- PLACE. The Board of Directors may hold regular or special meetings
in or out of the Commonwealth of Virginia at such place as shall be fixed by the
Board.

- CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Stock Corporation
Act or by these Bylaws before or after the date and time stated in the notice,
and such waiver shall be equivalent to the giving of such notice. A director's
attendance at or participation in a meeting waives any required notice to him of
the meeting unless the director at the beginning of the meeting or promptly upon
his arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. Except as hereinbefore provided, a waiver shall be in writing, signed
by the director entitled to the notice, and filed with the minutes or corporate
records.

- QUORUM AND ACTION. A quorum of the Board of Directors consists of a
majority of the number of directors specified in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors.
Whenever the Stock Corporation Act requires the Board of Directors to take any
action or to recommend or approve any proposed corporate act, such action,
recommendation or approval shall not be required if the proposed action or
corporate act is adopted by the unanimous consent of shareholders. The Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.

- CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.

5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section 13.1-680
of the Stock Corporation Act.

6. COMMITTEES. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee may have two or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
shall be approved by the greater number of (a) a majority of all the directors
in office when the action is taken, or (b) the number of directors required by
the articles of incorporation or these Bylaws to take action under the
provisions of Section 13.1-688 of the Stock Corporation Act. The provisions of
Sections 13.1-684 through 13.1-688 of the Stock Corporation Act, which govern
meetings, action without meetings, notice, and waiver of notice, apply to
committees and their members as well. To the extent specified by the Board of
Directors or these Bylaws, each committee may exercise the authority of the
Board of Directors except such authority as may not be delegated under the Stock
Corporation Act.

7. ACTION WITHOUT MEETING. Action required or permitted by the Stock
Corporation Act to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the Board. The action
shall be evidenced by one or more written consents stating the action taken,
signed by each director either before or after the action taken, and included in
the minutes or filed with the corporate records reflecting the action taken.
Action taken under this paragraph is effective when the last director signs the
consent unless the consent specifies a different effective date, in which event
the action taken is effective as of the date specified therein provided the
consent states the date of execution by each director.

ARTICLE III

OFFICERS

The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, each or any of whom may be elected or
appointed by the directors or may be chosen in such manner as the directors
shall determine. The same individual may simultaneously hold more than one
office in the corporation.

Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.

Each officer of the corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility for preparing and
maintaining custody of minutes of the directors' and shareholders' meetings and
for authenticating records of the corporation.

The Board of Directors may remove any officer at any time with or
without cause.

ARTICLE IV

REGISTERED OFFICE AND AGENT

The address of the initial registered office of the corporation and
the name of the initial registered agent of the corporation are set forth in the
original articles of incorporation.

ARTICLE V

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

The power to alter, amend, and repeal the Bylaws and to make new
Bylaws shall be vested in the Board of Directors, but Bylaws made by the Board
of Directors may be repealed or changed, and new Bylaws made, by the
shareholders, and the shareholders may prescribe that any Bylaw made by them
shall not be altered, amended, or repealed by the directors.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of Marketing Control Services, Inc., a corporation of the
Commonwealth of Virginia, as in effect on the date hereof.

WITNESS my hand and the seal of the corporation.

Dated: July 21, 2003.

/s/ Kevin Weimerskirch
----------------------------------------
Kevin Weimerskirch, Secretary

(SEAL)

Exhibit 3.17

Certificate of Formation of GameStop of Texas (GP), LLC.

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 01:02 PM 05/25/2004
FILED 12:55 PM 05/25/2004
SRV 040385428 - 3807694 FILE

CERTIFICATE OF FORMATION

OF

GAMESTOP OF TEXAS (GP), LLC

----------

UNDER SECTION 18-201 OF THE DELAWARE CODE

----------

The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to Chapter
18, Title 6 of the Delaware Code, as amended and supplemented, and known,
identified and referred to as the "Delaware Limited Liability Company Act" (the
"Act"), hereby certifies that:

FIRST: The name of the limited liability company is GAMESTOP OF TEXAS
(GP), LLC (hereinafter called the "Company").

SECOND: The address of the registered office and the name and the
address of the registered agent of the Company required to be maintained by
Section 18-104 of the Act are:

Capitol Services, Inc.
615 S. Dupont Highway
Dover, Delaware 19901

IN WITNESS WHEREOF, I hereunto sign my name this 24th day of May,
2004.

/s/ Kevin A. Carey
----------------------------------------
Kevin A. Carey
Authorized Individual

Exhibit 3.18

Certificate of Amendment of the Certificate of
Formation of GameStop of Texas (GP), LLC.

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:41 PM 06/10/2004
FILED 03:56 PM 06/10/2004
SRV 040431947 - 3807694 FILE

CERTIFICATE OF AMENDMENT

OF

Gamestop of Texas (GP), LLC

1.   The name of the limited liability company is Gamestop of Texas (GP),
LLC.

2.   The Certificate of Formation of the limited liability company is
hereby amended as follows:

That the registered office of the corporation in the state of Delaware is
hereby changed to Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE
CORPORATION TRUST COMPANY, the business address of which is identical to
the aforementioned registered office as changed.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Gamestop of Texas (GP), LLC this 9th day of June, 2004.

/s/ Michael E. Jones
----------------------------------------
Michael E. Jones
Assistant Secretary

Exhibit 3.19

Limited Liability Company Agreement of Gamestop of Texas (Gp), LLC, dated as of
May 25, 2004.

LIMITED LIABILITY COMPANY AGREEMENT
OF GAMESTOP OF TEXAS (GP), LLC

LIMITED LIABILITY COMPANY AGREEMENT OF GAMESTOP OF TEXAS (GP), LLC,
dated as of May 25, 2004, entered into by GameStop, Inc. ("GameStop"), as the
sole member.

WHEREAS, GameStop of Texas (GP), LLC (the "Company") was formed as a
Delaware limited liability company pursuant to the filing of a Certificate of
Formation in the office of the Secretary of State of the State of Delaware on
May 25, 2004, and such Certificate of Formation remains in full force and
effect; and

WHEREAS, GameStop by this document intends to establish the operating
rules by which the Company is to be governed.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GameStop hereby agrees as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. In this Agreement, the following terms shall have the
meanings set forth below:

(a) "Act" or "Delaware Act" means the Delaware Limited Liability
Company Act.

(b) "Agreement" means this Limited Liability Company Agreement.

(c) "Capital Account" when used with respect to any Member shall mean
the capital account maintained for such Member in accordance with Section 5.3
hereof, as such capital account may be increased or decreased from time to time
pursuant to the provisions of Section 5.3.

(d) "Capital Contribution" shall mean the total amount of cash and the
agreed net value of property other than cash contributed to the Company by a
Member pursuant to Section 5.1 hereof. Any reference to the Capital Contribution
of a Member shall include the Capital Contribution made by any predecessor
holders of such Member's Membership Interest.

(e) "Certificate of Formation" shall mean the Certificate of Formation
of the Company filed on May 25, 2004 with the office of the Secretary of State
of the State of Delaware, as the same may from time to time be amended.

(f) "Code" shall mean the Internal Revenue Code of 1986, as amended,
or any superseding federal revenue statute.

(g) "Company" has the meaning set forth in the first paragraph of this
Agreement.

(h) "Distribution" means any cash and other property paid to a Member
by the Company from the operations of the Company.

(i) "Fiscal Year" shall be the same as that of GameStop Corp.

(j) "GameStop" has the meaning set forth in the first paragraph of
this Agreement.

(k) "Manager" has the meaning set forth in Section 4.1 of this
Agreement.

(l) "Member" shall mean GameStop and any other Person that may
hereafter become a member of the Company pursuant to the terms hereof.

(m) "Member Nonrecourse Debt" shall mean a nonrecourse debt of the
Company within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations.

(n) "Member Nonrecourse Deductions" shall mean the items of loss,
deduction, and expenditure attributable to Member Nonrecourse Debt within the
meaning of Section 1.704-2(i)(2) of the Treasury Regulations.

(o) "Membership Interests" shall mean the respective percentage
interests in the Company held by each Member, of which 100% is held by GameStop
as of the date hereof.

(p) "Net Losses" shall mean the losses of the Company, if any,
determined in accordance with federal income tax principles.

(q) "Net Profits" shall mean the income of the Company, if any,
determined in accordance with federal income tax principles.

(r) "Person" shall mean any individual, corporation, governmental
authority, limited liability company, partnership, trust, joint stock company,
business trust, joint venture, unincorporated association or other entity.

(s) "Treasury Regulations" shall mean all proposed, temporary and
final regulations promulgated under the Code as from time to time in effect.

2

ARTICLE 2

ORGANIZATION

2.1 Formation. The Company was formed on May 25, 2004 by having one or more
Persons act as the organizer or organizers of the Company by preparing,
executing and filing the Certificate of Formation with the office of the
Secretary of State of the State of Delaware pursuant to the Act. The acts of
such Person are hereby authorized and ratified.

2.2 Name. The name of the Company is GameStop of Texas (GP), LLC, or such
other name as the Manager may from time to time select.

2.3 Principal Place of Business. The principal place of business, the
administrative office and the mailing address of the Company shall be 2250
William D. Tate Avenue, Grapevine, Texas 76051, Attention: David W. Carlson. The
Manager shall have the right to change the principal place of business of the
Company or the administrative office and mailing address of the Company to the
office of any Member, or otherwise, subject to the provisions of the Act. In
addition, the Company may establish any other places of business as the Manager
may from time to time deem advisable.

2.4 Registered Office. The Company's registered office shall be located c/o
The Corporation Trust Company, Corporation Trust Center, Wilmington, DE 19801,
or such other place in the State of Delaware as the Manager may from time to
time determine.

2.5 Term. The term of the Company shall commence on the date of filing of
the Certificate of Formation with the Delaware Secretary of State and terminate
upon the dissolution of the Company pursuant to the provisions of the Act or
Article VIII below.

2.6 Purposes; Powers. The Company may carry on any lawful business, purpose
or activity, whether or not for profit, to the fullest extent provided in the
Delaware Act. The Company shall possess and may exercise all the powers and
privileges granted by the Act or by any other law or by this Agreement, together
with any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the
businesses, purposes or activities of the Company.

ARTICLE 3

MEMBER

3.1 Name and Address. GameStop is the sole member of the Company, having a
principal place of business at 2250 William D. Tate Avenue, Grapevine, Texas
76051.

3.2 Additional Members. One or more additional members of the Company may
be admitted to the Company after the date of this Agreement with the prior
written consent of the Manager.

3.3 Limitation of Liability. A Member's liability to the Company, to any
other Member or to any third party shall be limited to the maximum extent
permitted by law. A

3

Member shall not be personally liable for any indebtedness, liability or
obligation of the Company, except that such Member shall remain personally
liable for the payment of his or her Capital Contribution and as otherwise
expressly set forth in this Agreement, the Act and any other applicable law.

3.4 Priority and Return of Capital. If there is more than one Member, no
Member shall have priority over any other Member, whether for the return of a
Capital Contribution or for Net Profits, Net Losses or a Distribution; provided,
however, that this Section 3.4 shall not apply to any loan or other indebtedness
(as distinguished from a Capital Contribution) made by a Member to the Company.

3.5 Liability of a Member to the Company. A Member that rightfully receives
the return of any portion of a Capital Contribution is liable to the Company
only to the extent now or hereafter provided by the Act. A Member that receives
a Distribution made by the Company in violation of this Agreement or made when
the Company's liabilities exceed its assets (after giving effect to such
Distribution) shall be liable to the Company for the amount of such
Distribution.

3.6 Financial Adjustments. No Member admitted after the date of this
Agreement shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. If there is more than one Member,
the Manager may, at its discretion, at the time a Member is admitted, close the
books and records of the Company (as though the Fiscal Year had ended) or make
pro rata allocations of loss, income and expense deductions to such Member for
that portion of the Fiscal Year in which such Member was admitted, in accordance
with the Code.

3.7 Action by Members Without a Meeting. Whenever the Members of the
Company are required or permitted to take any action by vote, such action may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the Members who hold voting interests 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 of the Members entitled to vote thereon were present and voted and
shall be delivered to the administrative office of the Company, or to an
employee or agent of the Company.

ARTICLE 4

MANAGEMENT

4.1 Management. The business, affairs and management of the Company,
including its policies and administration, shall be vested in a manager who may,
but need not be, a Member (the "Manager"). The initial Manager shall be
GameStop. The Manager shall have the sole power to do any and all acts necessary
or convenient to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise, possessed by managers under the
Act.

4.2 Binding Authority of Manager. No Member is an agent of the Company
solely by virtue of being a Member, and no Member has authority to act for the
Company solely by virtue

4

of being a Member. Subject to Section 4.6 of this Agreement, only the Manager
may act for the Company in connection with the ordinary course of its day to day
business and with respect to all other matters.

4.3 Manager Discretion; Indemnification. Whenever in this Agreement the
Manager is permitted or required to make a decision in their "discretion" or
"sole discretion" or under a grant of similar authority or latitude, the Manager
shall have no duty or obligation to consider any interest of or factors
affecting some or all the Members so long as Manager acts in good faith and in a
manner which it reasonably believes are in or not opposed to the best interest
of the Company. Each Member hereby agrees that any standard of care or duty
imposed under the Delaware Act or any other applicable law shall be modified,
waived or limited in each case as required to permit the Manager to act under
this Agreement and to make any decision pursuant to the authority prescribed in
this Section 4.3 so long as such action or decision does not constitute gross
negligence or intentional disregard of the terms of this Agreement and is
reasonably believed by the Manager to be consistent with the overall purposes
and objectives of the Company.

4.4 No Exclusive Duty to Company. The Manager shall not be required to
manage the company as its sole and exclusive function and may have other
business interests and may engage in other activities in addition to those
relating to the Company. The Member acknowledges that the Manager and its
affiliates may pursue such other business opportunities for their respective
accounts regardless of whether they have learned of such opportunity in the
course of the Company's business. Neither the Company nor any Member shall have
any right pursuant to this Agreement to share or participate in such other
business interests or activities or to the income or proceeds derived therefrom.
The Manager shall not incur any liability to the Company or any Member as a
result of engaging in any other business interests or activities.

4.5 Indemnification. The Company shall indemnify and hold harmless the
Manager and each officer of the Company from and against all claims and demands
to the maximum extent permitted under the Act.

4.6 Officers. (a) The Manager may designate one or more individuals as
officers of the Company who may but need not have titles, and shall exercise and
perform such powers and duties as shall be assigned to them from time to time by
the Manager. Any officer may be removed by the decision of the Manager at any
time, with or without cause. Each officer shall hold office until his or her
successor is elected and qualified. Any number of offices may be held by the
same individual. Any salaries and other compensation of the officers shall be
fixed by the Manager. The initial officers shall be as follows:

(i) R. Richard Fontaine shall be the Chief Executive Officer of the
Company and, in such capacity, shall have general supervision, direction
and control of the business and affairs of the Company. So long as he is an
officer of the Company, R. Richard Fontaine shall devote such time,
attention and energies as may be necessary in his judgment to perform his
duties hereunder.

(ii) Daniel A. DeMatteo shall be the President of the Company and, in
such capacity, shall have general supervision, direction and control of the
business and affairs

5

of the Company, subject to the supervision of the Chief Executive Officer.
So long as he is an officer of the Company, Daniel A. DeMatteo shall devote
such time, attention and energies as may be necessary in his judgment to
perform his duties hereunder.

(iii) David W. Carlson shall be the Executive Vice President and Chief
Financial Officer of the Company, and in such capacities, shall have
general supervision, direction and control of the business and financial
affairs of the Company, subject to the supervision of the Chief Executive
Officer. So long as he is an officer of the Company, David W. Carlson shall
devote such time, attention and energies as may be necessary in his
judgment to perform his duties hereunder.

(b) Execution of Contracts. Each of the Chief Executive Officer, the
President, the Executive Vice President, the Chief Financial Officer, or any
other officer authorized by the Manager shall execute all bonds, mortgages,
agreements, deeds, instruments and other contracts and documents, except: (i)
where required or permitted by law or this Agreement to be otherwise signed and
executed and (ii) where signing and execution thereof shall be expressly
delegated by the Manager to some other officer or agent of the Company.

(c) Officers as Agents. The officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Manager
not inconsistent with this Agreement, are agents of the Company for the purpose
of the Company's business and the actions of the officers taken in accordance
with such powers shall bind the Company.

ARTICLE 5

CAPITAL CONTRIBUTIONS

5.1 Capital Contributions. The Member has contributed, or is deemed to have
contributed to the capital of the Company the amount set forth in the books and
records of the Company.

5.2 Additional Contributions. Except as set forth in Section 5.1 of this
Agreement, no Member shall be required to make any Capital Contribution.

5.3 Capital Accounts. If there is more than one Member, a Capital Account
shall be maintained for each Member. Said Capital Account shall be kept in
accordance with the provisions of Section 1.704-l(b)(2)(iv) of the Treasury
Regulations. Without limiting the foregoing, each Member's Capital Account shall
be (a) increased by the net agreed value of each Capital Contribution made by
such Member, allocations to such Member of the Net Profits and any other
allocations to such Member of income pursuant to the Code, and (b) decreased by
the net agreed value of each Distribution made to such Member by the Company,
allocations to such Member of Net Losses and other allocations to such Member
pursuant to the Code.

5.4 Transfers. Upon a permitted sale or other transfer of a Membership
Interest in the Company, the Capital Account of the Member transferring its
Membership Interests shall become the Capital Account of the Person to whom such
Membership Interest is sold or transferred in accordance with Section
1.704-l(b)(2)(iv) of the Treasury Regulations.

6

5.5 Modifications. The manner in which Capital Accounts are to be
maintained pursuant to this Section is intended to comply with the requirements
of Section 704(b) of the Code. If in the opinion of the Members the manner in
which Capital Accounts are to be maintained pursuant to this Agreement should be
modified to comply with Section 704(b) of the Code, then the method in which
Capital Accounts are maintained shall be so modified; provided, however, that
any change in the manner of maintaining Capital Accounts shall not materially
alter the economic agreement between or among the Members.

5.6 Deficit Capital Account. Except as otherwise required in the Act or
this Agreement, no Member shall have any liability to restore all or any portion
of a deficit balance in a Capital Account.

5.7 Withdrawal or Reduction of Capital Contributions. A Member shall not
receive from the Company any portion of a Capital Contribution until all
indebtedness and liabilities of the Company, except any indebtedness,
liabilities and obligations to Members on account of their Capital
Contributions, have been paid or there remains property of the Company, in the
sole discretion of the Members, sufficient to pay them. A Member, irrespective
of the nature of the Capital Contribution of such Member, has only the right to
demand and receive cash in return for such Capital Contribution.

ARTICLE 6

ALLOCATIONS AND DISTRIBUTIONS

6.1 Allocations of Profits and Losses and Distributions if There is One
Member. So long as there shall be only one Member, the Net Profits and Net
Losses of the Company shall belong to such Member and any distributions of cash
or property may be made as determined by such Member. The remainder of this
Article VI applies if there shall be more than one Member.

6.2 Allocations of Profits and Losses. If there is more than one Member,
the Net Profits and the Net Losses for each Fiscal Year shall be allocated among
the Members in accordance with the respective Membership Interests.

6.3 Required Special Allocations if there is More than One Member.
Notwithstanding Section 6.2 hereof, if there is more than one Member:

(a) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required under Section 704(c) of the Code
and the Treasury Regulations thereunder and under Sections 1.704-l(b)(2)(iv)(d),
(e), (f) and (g) of the Treasury Regulations.

(b) Any Member Nonrecourse Deductions shall be specially allocated to
the Member(s) that bear(s) the economic risk of loss with respect to the Member
Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in
accordance with Section 1.704-2(i)(1) of the Treasury Regulations.

(c) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required to comply with the "qualified
income offset" provisions of

7

Section 1.704-1 (b)(2)(ii)(d) of the Treasury Regulations, the Company "minimum
gain chargeback" provisions of Section 1.704-2(f) of the Treasury Regulations,
and the Member "minimum gain chargeback" provisions of Section 1.704-2(i)(4) of
the Treasury Regulations, all issued pursuant to Section 704(b) of the Code.

6.4 Distributions. The Manager may from time to time make Distributions pro
rata in proportion to Membership Interests as of the record date set for such
Distribution. Distribution of liquidation proceeds shall be governed by Section
8.2.

6.5 Offset. The Company may offset all amounts owing to the Company by a
Member against any Distribution to be made to such Member.

6.6 Limitation Upon Distributions. No Distribution shall be declared and
paid unless, after such Distribution is made, the assets of the Company are in
excess of all liabilities of the Company.

6.7 Interest on and Return of Capital Contributions. No Member shall be
entitled to interest on its Capital Contribution or to a return of its Capital
Contribution, except as specifically set forth in this Agreement.

6.8 Accounting Period. The accounting period of the Company shall be the
Fiscal Year.

ARTICLE 7

TAXES; BOOKS AND RECORDS; INFORMATION

7.1 Tax Returns. If there is more than one Member, the Manager shall cause
to be prepared and filed all necessary federal and state income tax returns for
the Company. The Manager shall furnish to the Members all pertinent information
in its possession relating to Company operations that is necessary to enable the
Company's income tax returns to be prepared and filed.

7.2 Tax Elections. The Company shall make the following elections on the
appropriate tax returns:

(a) If there is more than one Member, and a Distribution as described
in Section 734 of the Code occurs or a transfer of a Membership Interest
described in Section 743 of the Code occurs, upon the written request of any
Member, to elect to adjust the basis of the property of the Company pursuant to
Section 754 of the Code;

(b) To elect to amortize the organizational expenses of the Company
and the start-up expenditures of the Company under Section 195 of the Code
ratably over a period of sixty (60) months as permitted by Section 709(b) of the
Code; and

(c) Any other election that the Manager may deem appropriate and in
the best interests of the Members.

8

Neither the Company nor any Member may make an election for the Company to be
taxed as a corporation under the Code or any similar provisions of applicable
state law, and no provisions of this Agreement shall be interpreted to authorize
any such election.

7.3 Tax Matters Partners. The Manager is hereby designated as the "tax
matters partner" of the Company pursuant to Section 6231(a)(7) of the Code.

7.4 Books and Records. The Company shall keep books and records of accounts
and minutes of all decisions taken by the Member and the Manager. Such books and
records shall be maintained on a cash basis in accordance with this Agreement.

7.5 Information. A Member may inspect during ordinary business hours and at
the principal place of business of the Company the Certificate of Formation,
this Agreement, the minutes of any decision of the Member or meeting of the
Manager, any tax returns of the Company for the immediately preceding three
Fiscal Years, and all other business records in the possession of the Company.

ARTICLE 8

DISSOLUTION

8.1 Dissolution. The Company shall be dissolved and its affairs shall be
wound up upon the first to occur of the following:

(a) The latest date on which the Company is to dissolve, if any, as
set forth in the Certificate of Formation;

(b) The unanimous vote or written consent of the holders of all the
Membership Interests; or

(c) The entry of a decree by a court of competent jurisdiction that
dissolution and liquidation of the Company is required by law.

8.2 Winding Up. Upon the dissolution of the Company, the Manager may, in
the name of and for an on behalf of the Company, prosecute and defend suits,
whether civil, criminal or administrative, and sell or otherwise dispose of the
Company's assets to the extent permitted by any agreement dealing with the
Company's assets, discharge the Company's liabilities for which a Member or
Members have assumed personal liability and distribute to the Members any
remaining assets of the Company, all without affecting the liability of Members.
Upon such a winding up of the Company, the assets shall be distributed as
follows:

(a) First, to the payment of the debts and liabilities of the Company,
including Members who are creditors, including any expenses of the Company
incidental to such winding-up and dissolution;

(b) Second, to the setting up of any reserves which the Manager may
deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Company as provided in Section 18-804(b) of the Delaware Act
and, subject to such Section 18-804(b), at

9

the expiration of such period as the aforesaid person or persons may deem
advisable, for distribution in the manner hereinafter provided; and

(c) Third, in accordance with the first sentence of Section 6.4.

8.3 Cancellation of Certificate of Formation. Upon the completion of the
distribution of the Company's assets as provided in Section 8.2 hereof, the
Company shall be terminated, and the Manager shall cause the Certificate of
Formation and all qualifications of the Company as a foreign limited liability
company to be canceled and shall take such other actions as may be necessary to
terminate the Company.

8.4 Deficit Capital Account. If the Company has more than one Member, upon
a liquidation of the Company within the meaning of Section 1.704-l(b)(2)(ii)(g)
of the Treasury Regulations, if any Member has a deficit Capital Account (after
giving effect to all contributions, distributions, allocations and other
adjustments for all Fiscal Years, including the Fiscal Year in which such
liquidation occurs), the Member shall have no obligation to make any Capital
Contribution, and the negative balance of any Capital Account shall not be
considered a debt owed by the Member to the Company or to any other Person for
any purpose.

8.5 Nonrecourse to Other Members or the Manager. Except as provided by
applicable law or as expressly provided in this Agreement, upon dissolution,
each Member shall receive a return of its Capital Contribution solely from the
assets of the Company. If the assets of the Company remaining after the payment
or discharge of the debts and liabilities of the Company are insufficient to
return any Capital Contribution of any Member, such Member shall have no
recourse against any other Member or the Manager.

8.6 Distribution in Kind, (a) Notwithstanding the provisions of Section 8.2
which require the liquidation of the assets of the Company, but subject to the
order of priorities provided thereunder, if upon the dissolution of the Company
the Manager determines that an immediate sale of part or all of the assets of
the Company would be impractical or would cause undue loss to the Members, the
Manager may, in its absolute discretion, defer for a reasonable time the
liquidation of any assets except those necessary to satisfy liabilities of the
Company (other than those to Members) and may, in its absolute discretion,
distribute to the Members, in lieu of cash, as tenants in common, undivided
interests in such Company assets as the Manager deems not suitable for
liquidation.

(b) Any distributions in kind shall be subject to such conditions
relating to the disposition and management of such assets as the Manager deems
reasonable and equitable and to any agreements governing the operating of such
assets at such time. The Manager shall determine the fair market value of any
property distributed in kind using such reasonable method of valuation as it may
adopt.

8.7 Termination. Upon completion of the dissolution, winding up,
liquidation, and distribution of the assets of the Company, the Company shall be
deemed terminated.

10

ARTICLE 9

GENERAL PROVISIONS

9.1 Notices. Any notice, demand or other communication required or
permitted to be given pursuant to this Agreement shall have been sufficiently
given for all purposes if (a) delivered personally or by overnight courier
service to the party to whom such notice, demand or other communication is
directed or (b) sent by registered or certified mail, postage prepaid, addressed
to the Member or the Company at its address set forth in this Agreement. Except
as otherwise provided in this Agreement, any such notice shall be deemed to be
given (i) when received if delivered personally or by overnight courier and (ii)
three business days after the date on which it was deposited in a regularly
maintained receptacle for the deposit of United States mail, addressed and sent
as set forth in this section.

9.2 Amendments. This document sets forth the entire operating agreement of
the Company and may be amended by the Member as it sees fit or, if there is more
than one Member, by the unanimous consent or approval of all of the Membership
Interests.

9.3 Construction. Whenever the singular number is used in this Agreement
and when required by the context, the same shall include the plural and vice
versa, and the masculine gender shall include the feminine and neuter genders
and vice versa.

9.4 Restriction on Transferability of Interests. Without the prior written
consent of the Manager, no Member may sell, assign, transfer or encumber, in
whole or in part, any of such Member's Membership Interest. Upon the death or
dissolution of a Member, the legal representative of the deceased or dissolved
Member shall thereafter be admitted as a Member upon its agreement to be bound
by the terms hereof.

9.5 Headings. The headings in this Agreement are for convenience only and
shall not be used to interpret or construe any provision of this Agreement.

9.6 Waiver. No failure of a Member to exercise, and no delay by a Member in
exercising, any right or remedy under this Agreement shall constitute a waiver
of such right or remedy. No waiver by a Member of any such right or remedy under
this Agreement shall be effective unless made in a writing duly executed by all
Members and specifically referring to each such right or remedy being waived.

9.7 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law. However, if any provision of this Agreement shall be prohibited by or
invalid under such law, it shall be deemed modified to conform to the minimum
requirements of such law or, if for any reason it is not deemed so modified, it
shall be prohibited or invalid only to the extent of such prohibition or
invalidity without the remainder thereof or any other such provision being
prohibited or invalid.

9.8 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of all Members, and each of the successors and assignees of the Members,
except that no right Or obligation of a Member under this Agreement may be
assigned by such Member to another Person without first obtaining the written
consent of all other Members.

11

9.9 Agency. If there is more than one Member, each Member shall designate a
natural person to act as such Member's sole authorized agent for all matters
relating to the Company and to this Agreement (which agent may, in the case of a
Member who is a natural person, be the Member). Unless and until a Member shall
have given written notice to each other member to the effect that such agency
has been terminated, (a) any consent or other instrument to be made or given
under the provisions of this Agreement that may be executed by a Member shall be
executed on behalf of such Member only by such Agent, and (b) each other Member
shall be entitled conclusively to rely on the execution by the agent as if it
were the execution by the Member.

9.10 Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the date first indicated above.

SOLE MEMBER

GAMESTOP, INC.

By:
------------------------------------
David W. Carlson
Chief Financial Officer

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Exhibit 3.20

Certificate of Formation of GameStop (LP), LLC.

CERTIFICATE OF FORMATION

OF

GAMESTOP(LP), LLC

----------

UNDER SECTION 18-201 OF THE DELAWARE CODE

----------

The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to Chapter
18, Title 6 of the Delaware Code, as amended and supplemented, and known,
identified and referred to as the "Delaware Limited Liability Company Act" (the
"Act"), hereby certifies that:

FIRST: The name of the limited liability company is GAMESTOP (LP), LLC
(hereinafter called the "Company").

SECOND: The address of the registered office and the name and the
address of the registered agent of the Company required to be maintained by
Section 18-104 of the Act are:

Capitol Services, Inc.
615 S. Dupont Highway
Dover, Delaware 19901

IN WITNESS WHEREOF, I hereunto sign my name this 24th day of May,
2004.

/s/ Kevin A. Carey
----------------------------------------
Kevin A. Carey
Authorized Individual

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:04 PM 05/26/2004
FILED 01:04 PM 05/26/2004
SRV 040390295 - 3808564 FILE

Exhibit 3.21

Certificate of Amendment of the Certificate of Formation of GameStop (LP), LLC.

CERTIFICATE OF AMENDMENT

OF

Gamestop(LP), LLC

1. The name of the limited liability company is Gamestop (LP), LLC.

2. The Certificate of Formation of the limited liability company is hereby
amended as follows:

That the registered office of the corporation in the state of Delaware is
hereby changed to Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE
CORPORATION TRUST COMPANY, the business address of which is identical to
the aforementioned registered office as changed.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Gamestop (LP), LLC this 9th day of June, 2004.

/s/ Michael E. Jones
----------------------------------------
Michael E. Jones
Assistant Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:42 PM 06/10/2004
FILED 03:57 PM 06/10/2004
SRV 040431957 - 3808564 FILE

Exhibit 3.22

Limited Liability Company Agreement of GameStop (LP), LLC, dated as of May
26, 2004.

LIMITED LIABILITY COMPANY AGREEMENT
OF GAMESTOP (LP), LLC

LIMITED LIABILITY COMPANY AGREEMENT OF GAMESTOP (LP), LLC, dated as of
May 26, 2004, entered into by GameStop, Inc. ("GameStop"), as the sole member.

WHEREAS, GameStop (LP), LLC (the "Company") was formed as a Delaware
limited liability company pursuant to the filing of a Certificate of Formation
in the office of the Secretary of State of the State of Delaware on May 26,
2004, and such Certificate of Formation remains in full force and effect; and

WHEREAS, GameStop by this document intends to establish the operating
rules by which the Company is to be governed.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GameStop hereby agrees as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. In this Agreement, the following terms shall have the
meanings set forth below:

(a) "Act" or "Delaware Act" means the Delaware Limited Liability
Company Act.

(b) "Agreement" means this Limited Liability Company Agreement.

(c) "Capital Account" when used with respect to any Member shall
mean the capital account maintained for such Member in accordance with Section
5.3 hereof, as such capital account may be increased or decreased from time to
time pursuant to the provisions of Section 5.3.

(d) "Capital Contribution" shall mean the total amount of cash
and the agreed net value of property other than cash contributed to the Company
by a Member pursuant to Section 5.1 hereof. Any reference to the Capital
Contribution of a Member shall include the Capital Contribution made by any
predecessor holders of such Member's Membership Interest.

(e) "Certificate of Formation" shall mean the Certificate of
Formation of the Company filed on May 26, 2004 with the office of the Secretary
of State of the State of Delaware, as the same may from time to time be amended.

(f) "Code" shall mean the Internal Revenue Code of 1986, as
amended, or any superseding federal revenue statute.

(g) "Company" has the meaning set forth in the first paragraph of
this Agreement.

(h) "Distribution" means any cash and other property paid to a
Member by the Company from the operations of the Company.

(i) "Fiscal Year" shall be the same as that of GameStop Corp.

(j) "GameStop" has the meaning set forth in the first paragraph
of this Agreement.

(k) "Manager" has the meaning set forth in Section 4.1 of this
Agreement.

(l) "Member" shall mean GameStop and any other Person that may
hereafter become a member of the Company pursuant to the terms hereof.

(m) "Member Nonrecourse Debt" shall mean a nonrecourse debt of
the Company within the meaning of Section 1.704-2(b)(4) of the Treasury
Regulations.

(n) "Member Nonrecourse Deductions" shall mean the items of loss,
deduction, and expenditure attributable to Member Nonrecourse Debt within the
meaning of Section 1.704-2(i)(2) of the Treasury Regulations.

(o) "Membership Interests" shall mean the respective percentage
interests in the Company held by each Member, of which 100% is held by GameStop
as of the date hereof.

(p) "Net Losses" shall mean the losses of the Company, if any,
determined in accordance with federal income tax principles.

(q) "Net Profits" shall mean the income of the Company, if any,
determined in accordance with federal income tax principles.

(r) "Person" shall mean any individual, corporation, governmental
authority, limited liability company, partnership, trust, joint stock company,
business trust, joint venture, unincorporated association or other entity.

(s) "Treasury Regulations" shall mean all proposed, temporary and
final regulations promulgated under the Code as from time to time in effect.

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ARTICLE 2

ORGANIZATION

2.1 Formation. The Company was formed on May 26, 2004 by having one or more
Persons act as the organizer or organizers of the Company by preparing,
executing and filing the Certificate of Formation with the office of the
Secretary of State of the State of Delaware pursuant to the Act. The acts of
such Person are hereby authorized and ratified.

2.2 Name. The name of the Company is GameStop (LP), LLC, or such other name
as the Manager may from time to time select.

2.3 Principal Place of Business. The principal place of business, the
administrative office and the mailing address of the Company shall be 724 First
Street North, 4th Floor, Minneapolis, MN 55401, Attention: Cathy Preston. The
Manager shall have the right to change the principal place of business of the
Company or the administrative office and mailing address of the Company to the
office of any Member, or otherwise, subject to the provisions of the Act. In
addition, the Company may establish any other places of business as the Manager
may from time to time deem advisable.

2.4 Registered Office. The Company's registered office shall be located c/o
The Corporation Trust Company, Corporation Trust Center, Wilmington, DE 19801,
or such other place in the State of Delaware as the Manager may from time to
time determine. Capitol Services, Inc.

2.5 Term. The term of the Company shall commence on the date of filing of
the Certificate of Formation with the Delaware Secretary of State and terminate
upon the dissolution of the Company pursuant to the provisions of the Act or
Article VIII below.

2.6 Purposes; Powers:. The Company may carry on any lawful business,
purpose or activity, whether or not for profit, to the fullest extent provided
in the Delaware Act. The Company shall possess and may exercise all the powers
and privileges granted by the Act or by any other law or by this Agreement,
together with any powers incidental thereto, so far as such powers and
privileges are necessary or convenient to the conduct, promotion or attainment
of the businesses, purposes or activities of the Company.

ARTICLE 3

MEMBER

3.1 Name and Address. GameStop is the sole member of the Company, having a
principal place of business at 2250 William D. Tate Avenue, Grapevine, Texas
76051.

3.2 Additional Members. One or more additional members of the Company may
be admitted to the Company after the date of this Agreement with the prior
written consent of the Manager.

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3.3 Limitation of Liability. A Member's liability to the Company, to any
other Member or to any third party shall be limited to the maximum extent
permitted by law. A Member shall not be personally liable for any indebtedness,
liability or obligation of the Company, except that such Member shall remain
personally liable for the payment of his or her Capital Contribution and as
otherwise expressly set forth in this Agreement, the Act and any other
applicable law.

3.4 Priority and Return of Capital. If there is more than one Member, no
Member shall have priority over any other Member, whether for the return of a
Capital Contribution or for Net Profits, Net Losses or a Distribution; provided,
however, that this Section 3.4 shall not apply to any loan or other indebtedness
(as distinguished from a Capital Contribution) made by a Member to the Company.

3.5 Liability of a Member to the Company. A Member that rightfully receives
the return of any portion of a Capital Contribution is liable to the Company
only to the extent now or hereafter provided by the Act. A Member that receives
a Distribution made by the Company in violation of this Agreement or made when
the Company's liabilities exceed its assets (after giving effect to such
Distribution) shall be liable to the Company for the amount of such
Distribution.

3.6 Financial Adjustments. No Member admitted after the date of this
Agreement shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. If there is more than one Member,
the Manager may, at its discretion, at the time a Member is admitted, close the
books and records of the Company (as though the Fiscal Year had ended) or make
pro rata allocations of loss, income and expense deductions to such Member for
that portion of the Fiscal Year in which such Member was admitted, in accordance
with the Code.

3.7 Action by Members Without a Meeting. Whenever the Members of the
Company are required or permitted to take any action by vote, such action may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the Members who hold voting interests 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 of the Members entitled to vote thereon were present and voted and
shall be delivered to the administrative office of the Company, or to an
employee or agent of the Company.

ARTICLE 4

MANAGEMENT

4.1 Management. The business, affairs and management of the Company,
including its policies and administration, shall be vested in a manager who may,
but need not be, a Member (the "Manager"). The initial Manager shall be
GameStop. The Manager shall have the sole power to do any and all acts necessary
or convenient to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise, possessed by managers under the
Act.

4

4.2 Binding Authority of Manager. No Member is an agent of the Company
solely by virtue of being a Member, and no Member has authority to act for the
Company solely by virtue of being a Member. Subject to Section 4.6 of this
Agreement, only the Manager may act for the Company in connection with the
ordinary course of its day to day business and with respect to all other
matters.

4.3 Manager Discretion; Indemnification. Whenever in this Agreement the
Manager is permitted or required to make a decision in their "discretion" or
"sole discretion" or under a grant of similar authority or latitude, the Manager
shall have no duty or obligation to consider any interest of or factors
affecting some or all the Members so long as Manager acts in good faith and in a
manner which it reasonably believes are in or not opposed to the best interest
of the Company. Each Member hereby agrees that any standard of care or duty
imposed under the Delaware Act or any other applicable law shall be modified,
waived or limited in each case as required to permit the Manager to act under
this Agreement and to make any decision pursuant to the authority prescribed
in this Section 4.3 so long as such action or decision does not constitute gross
negligence or intentional disregard of the terms of this Agreement and is
reasonably believed by the Manager to be consistent with the overall purposes
and objectives of the Company.

4.4 No Exclusive Duty to Company. The Manager shall not be required to
manage the company as its sole and exclusive function and may have other
business interests and may engage in other activities in addition to those
relating to the Company. The Member acknowledges that the Manager and its
affiliates may pursue such other business opportunities for their respective
accounts regardless of whether they have learned of such opportunity in the
course of the Company's business. Neither the Company nor any Member shall have
any right pursuant to this Agreement to share or participate in such other
business interests or activities or to the income or proceeds derived therefrom.
The Manager shall not incur any liability to the Company or any Member as a
result of engaging in any other business interests or activities.

4.5 Indemnification. The Company shall indemnify and hold harmless the
Manager and each officer of the Company from and against all claims and demands
to the maximum extent permitted under the Act.

4.6 Officers. (a) The Manager may designate one or more individuals as
officers of the Company who may but need not have titles, and shall exercise and
perform such powers and duties as shall be assigned to them from time to time by
the Manager. Any officer may be removed by the decision of the Manager at any
time, with or without cause. Each officer shall hold office until his or her
successor is elected and qualified. Any number of offices may be held by the
same individual. Any salaries and other compensation of the officers shall be
fixed by the Manager. The initial officers shall be as follows:

(i) Cathy Preston shall be the President of the Company and, in
such capacity, shall have general supervision, direction and control of the
business and affairs of the Company. So long as she is an officer of the
Company, Cathy Preston shall devote such time, attention and energies as
may be necessary in his judgment to perform her duties hereunder.

5

(ii) Paul Anderson shall be the Secretary and Treasurer of the
Company and, in such capacities, shall exercise and perform such powers and
duties with respect to the administration of the business and affairs of
the Company and the financial records, corporate funds and securities and
accounts of the Company, as from time to time may be assigned to him by the
President or the Manager. So long as he is an officer of the Company, Paul
Anderson shall devote such time, attention and energies as may be necessary
in his judgment to perform his duties hereunder.

(b) Execution of Contracts. The President, or any other officer
authorized by such Officer or the Manager shall execute all bonds, mortgages,
agreements, deeds, instruments and other contracts and documents, except: (i)
where required or permitted by law or this Agreement to be otherwise signed and
executed and (ii) where signing and execution thereof shall be expressly
delegated by the Manager to some other officer or agent of the Company.

(c) Officers as Agents. The officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Manager
not inconsistent with this Agreement, are agents of the Company for the purpose
of the Company's business and the actions of the officers taken in accordance
with such powers shall bind the Company.

ARTICLE 5

CAPITAL CONTRIBUTIONS

5.1 Capital Contributions. The Member has contributed, or is deemed to have
contributed to the capital of the Company the amount set forth in the books and
records of the Company.

5.2 Additional Contributions. Except as set forth in Section 5.1 of this
Agreement, no Member shall be required to make any Capital Contribution.

5.3 Capital Accounts. If there is more than one Member, a Capital Account
shall be maintained for each Member. Said Capital Account shall be kept in
accordance with the provisions of Section 1.704-1(b)(2)(iv) of the Treasury
Regulations. Without limiting the foregoing, each Member's Capital Account shall
be (a) increased by the net agreed value of each Capital Contribution made by
such Member, allocations to such Member of the Net Profits and any other
allocations to such Member of income pursuant to the Code, and (b) decreased by
the net agreed value of each Distribution made to such Member by the Company,
allocations to such Member of Net Losses and other allocations to such Member
pursuant to the Code.

5.4 Transfers. Upon a permitted sale or other transfer of a Membership
Interest in the Company, the Capital Account of the Member transferring its
Membership Interests shall become the Capital Account of the Person to whom such
Membership Interest is sold or transferred in accordance with Section
1.704-1(b)(2)(iv) of the Treasury Regulations.

5.5 Modifications. The manner in which Capital Accounts are to be
maintained pursuant to this Section is intended to comply with the requirements
of Section 704(b) of the Code. If in the opinion of the Members the manner in
which Capital Accounts are to be maintained pursuant to this Agreement should be
modified to comply with Section 704(b) of the

6

Code, then the method in which Capital Accounts are maintained shall be so
modified; provided, however, that any change in the manner of maintaining
Capital Accounts shall not materially alter the economic agreement between or
among the Members.

5.6 Deficit Capital Account. Except as otherwise required in the Act or
this Agreement, no Member shall have any liability to restore all or any portion
of a deficit balance in a Capital Account.

5.7 Withdrawal or Reduction of Capital Contributions. A Member shall not
receive from the Company any portion of a Capital Contribution until all
indebtedness and liabilities of the Company, except any indebtedness,
liabilities and obligations to Members on account of their Capital
Contributions, have been paid or there remains property of the Company, in the
sole discretion of the Members, sufficient to pay them. A Member, irrespective
of the nature of the Capital Contribution of such Member, has only the right to
demand and receive cash in return for such Capital Contribution.

ARTICLE 6

ALLOCATIONS AND DISTRIBUTIONS

6.1 Allocations of Profits and Losses and Distributions if There is One
Member. So long as there shall be only one Member, the Net Profits and Net
Losses of the Company shall belong to such Member and any distributions of cash
or property may be made as determined by such Member. The remainder of this
Article VI applies if there shall be more than one Member.

6.2 Allocations of Profits and Losses. If there is more than one Member,
the Net Profits and the Net Losses for each Fiscal Year shall be allocated among
the Members in accordance with the respective Membership Interests.

6.3 Required Special Allocations if there is More than One Member.
Notwithstanding Section 6.2 hereof, if there is more than one Member:

(a) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required under Section 704(c) of the Code
and the Treasury Regulations thereunder and under Sections 1.704-l(b)(2)(iv)(d),
(e), (f) and (g) of the Treasury Regulations.

(b) Any Member Nonrecourse Deductions shall be specially allocated to
the Member(s) that bear(s) the economic risk of loss with respect to the Member
Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in
accordance with Section 1.704-2(i)(l) of the Treasury Regulations.

(c) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required to comply with the "qualified
income offset" provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury
Regulations, the Company "minimum gain chargeback" provisions of Section
1.704-2(f) of the Treasury Regulations, and the Member "minimum gain chargeback"
provisions of Section 1.704-2(i)(4) of the Treasury Regulations, all issued
pursuant to Section 704(b) of the Code.

7

6.4 Distributions. The Manager may from time to time make Distributions pro
rata in proportion to Membership Interests as of the record date set for such
Distribution. Distribution of liquidation proceeds shall be governed by Section
8.2.

6.5 Offset. The Company may offset all amounts owing to the Company by a
Member against any Distribution to be made to such Member.

6.6 Limitation Upon Distributions. No Distribution shall be declared and
paid unless, after such Distribution is made, the assets of the Company are in
excess of all liabilities of the Company.

6.7 Interest on and Return of Capital Contributions. No Member shall be
entitled to interest on its Capital Contribution or to a return of its Capital
Contribution, except as specifically set forth in this Agreement.

6.8 Accounting Period. The accounting period of the Company shall be the
Fiscal Year.

ARTICLE 7

TAXES; BOOKS AND RECORDS; INFORMATION

7.1 Tax Returns. If there is more than one Member, the Manager shall cause
to be prepared and filed all necessary federal and state income tax returns for
the Company. The Manager shall furnish to the Members all pertinent information
in its possession relating to Company operations that is necessary to enable the
Company's income tax returns to be prepared and filed.

7.2 Tax Elections. The Company shall make the following elections on the
appropriate tax returns:

(a) If there is more than one Member, and a Distribution as described
in Section 734 of the Code occurs or a transfer of a Membership Interest
described in Section 743 of the Code occurs, upon the written request of any
Member, to elect to adjust the basis of the property of the Company pursuant to
Section 754 of the Code;

(b) To elect to amortize the organizational expenses of the Company
and the start-up expenditures of the Company under Section 195 of the Code
ratably over a period of sixty (60) months as permitted by Section 709(b) of the
Code; and

(c) Any other election that the Manager may deem appropriate and in
the best interests of the Members.

Neither the Company nor any Member may make an election for the Company to be
taxed as a corporation under the Code or any similar provisions of applicable
state law, and no provisions of this Agreement shall be interpreted to authorize
any such election.

8

7.3 Tax Matters Partners. The Manager is hereby designated as the "tax
matters partner" of the Company pursuant to Section 6231(a)(7) of the Code.

7.4 Books and Records. The Company shall keep books and records of accounts
and minutes of all decisions taken by the Member and the Manager. Such books and
records shall be maintained on a cash basis in accordance with this Agreement.

7.5 Information. A Member may inspect during ordinary business hours and at
the principal place of business of the Company the Certificate of Formation,
this Agreement, the minutes of any decision of the Member or meeting of the
Manager, any tax returns of the Company for the immediately preceding three
Fiscal Years, and all other business records in the possession of the Company.

ARTICLE 8

DISSOLUTION

8.1 Dissolution. The Company shall be dissolved and its affairs shall be
wound up upon the first to occur of the following:

(a) The latest date on which the Company is to dissolve, if any, as
set forth in the Certificate of Formation;

(b) The unanimous vote or written consent of the holders of all the
Membership Interests; or

(c) The entry of a decree by a court of competent jurisdiction that
dissolution and liquidation of the Company is required by law.

8.2 Winding Up. Upon the dissolution of the Company, the Manager may, in
the name of and for an on behalf of the Company, prosecute and defend suits,
whether civil, criminal or administrative, and sell or otherwise dispose of the
Company's assets to the extent permitted by any agreement dealing with the
Company's assets, discharge the Company's liabilities for which a Member or
Members have assumed personal liability and distribute to the Members any
remaining assets of the Company, all without affecting the liability of Members.
Upon such a winding up of the Company, the assets shall be distributed as
follows:

(a) First, to the payment of the debts and liabilities of the Company,
including Members who are creditors, including any expenses of the Company
incidental to such winding-up and dissolution;

(b) Second, to the setting up of any reserves which the Manager may
deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Company as provided in Section 18-804(b) of the Delaware Act
and, subject to such Section 18-804(b), at the expiration of such period as the
aforesaid person or persons may deem advisable, for distribution in the manner
hereinafter provided; and

(c) Third, in accordance with the first sentence of Section 6.4.

9

8.3 Cancellation of Certificate of Formation. Upon the completion of the
distribution of the Company's assets as provided in Section 8.2 hereof, the
Company shall be terminated, and the Manager shall cause the Certificate of
Formation and all qualifications of the Company as a foreign limited liability
company to be canceled and shall take such other actions as may be necessary to
terminate the Company.

8.4 Deficit Capital Account. If the Company has more than one Member, upon
a liquidation of the Company within the meaning of Section 1.704-l(b)(2)(ii)(g)
of the Treasury Regulations, if any Member has a deficit Capital Account (after
giving effect to all contributions, distributions, allocations and other
adjustments for all Fiscal Years, including the Fiscal Year in which such
liquidation occurs), the Member shall have no obligation to make any Capital
Contribution, and the negative balance of any Capital Account shall not be
considered a debt owed by the Member to the Company or to any other Person for
any purpose.

8.5 Nonrecourse to Other Members or the Manager. Except as provided by
applicable law or as expressly provided in this Agreement, upon dissolution,
each Member shall receive a return of its Capital Contribution solely from the
assets of the Company. If the assets of the Company remaining after the payment
or discharge of the debts and liabilities of the Company are insufficient to
return any Capital Contribution of any Member, such Member shall have no
recourse against any other Member or the Manager.

8.6 Distribution in Kind. (a) Notwithstanding the provisions of Section 8.2
which require the liquidation of the assets of the Company, but subject to the
order of priorities provided thereunder, if upon the dissolution of the Company
the Manager determines that an immediate sale of part or all of the assets of
the Company would be impractical or would cause undue loss to the Members, the
Manager may, in its absolute discretion, defer for a reasonable time the
liquidation of any assets except those necessary to satisfy liabilities of the
Company (other than those to Members) and may, in its absolute discretion,
distribute to the Members, in lieu of cash, as tenants in common, undivided
interests in such Company assets as the Manager deems not suitable for
liquidation.

(b) Any distributions in kind shall be subject to such conditions
relating to the disposition and management of such assets as the Manager deems
reasonable and equitable and to any agreements governing the operating of such
assets at such time. The Manager shall determine the fair market value of any
property distributed in kind using such reasonable method of valuation as it may
adopt.

8.7 Termination. Upon completion of the dissolution, winding up,
liquidation, and distribution of the assets of the Company, the Company shall be
deemed terminated.

ARTICLE 9

GENERAL PROVISIONS

9.1 Notices. Any notice, demand or other communication required or
permitted to be given pursuant to this Agreement shall have been sufficiently
given for all purposes if (a) delivered personally or by overnight courier
service to the party to whom such notice, demand or other communication is
directed or (b) sent by registered or certified mail, postage

10

prepaid, addressed to the Member or the Company at its address set forth in this
Agreement. Except as otherwise provided in this Agreement, any such notice shall
be deemed to be given (i) when received if delivered personally or by overnight
courier and (ii) three business days after the date on which it was deposited in
a regularly maintained receptacle for the deposit of United States mail,
addressed and sent as set forth in this section.

9.2 Amendments. This document sets forth the entire operating agreement of
the Company and may be amended by the Member as it sees fit or, if there is more
than one Member, by the unanimous consent or approval of all of the Membership
Interests.

9.3 Construction. Whenever the singular number is used in this Agreement
and when required by the context, the same shall include the plural and vice
versa, and the masculine gender shall include the feminine and neuter genders
and vice versa.

9.4 Restriction on Transferability of Interests. Without the prior written
consent of the Manager, no Member may sell, assign, transfer or encumber, in
whole or in part, any of such Member's Membership Interest. Upon the death or
dissolution of a Member, the legal representative of the deceased or dissolved
Member shall thereafter be admitted as a Member upon its agreement to be bound
by the terms hereof.

9.5 Headings. The headings in this Agreement are for convenience only and
shall not be used to interpret or construe any provision of this Agreement.

9.6 Waiver. No failure of a Member to exercise, and no delay by a Member in
exercising, any right or remedy under this Agreement shall constitute a waiver
of such right or remedy. No waiver by a Member of any such right or remedy under
this Agreement shall be effective unless made in a writing duly executed by all
Members and specifically referring to each such right or remedy being waived.

9.7 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law. However, if any provision of this Agreement shall be prohibited by or
invalid under such law, it shall be deemed modified to conform to the minimum
requirements of such law or, if for any reason it is not deemed so modified, it
shall be prohibited or invalid only to the extent of such prohibition or
invalidity without the remainder thereof or any other such provision being
prohibited or invalid.

9.8 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of all Members, and each of the successors and assignees of the Members,
except that no right or obligation of a Member under this Agreement may be
assigned by such Member to another Person without first obtaining the written
consent of all other Members.

9.9 Agency. If there is more than one Member, each Member shall designate a
natural person to act as such Member's sole authorized agent for all matters
relating to the Company and to this Agreement (which agent may, in the case of a
Member who is a natural person, be the Member). Unless and until a Member shall
have given written notice to each other member to the effect that such agency
has been terminated, (a) any consent or other instrument to be made or given
under the provisions of this Agreement that may be executed by a Member shall be
executed on behalf of such Member only by such Agent, and (b) each other Member
shall be

11

entitled conclusively to rely on the execution by the agent as if it were the
execution by the Member.

9.10 Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.

12

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Agreement as of the date first indicated above.

SOLE MEMBER

GAMESTOP, INC.

By:
------------------------------------
David W. Carlson
Chief Financial Officer

13

Exhibit 3.23

Certificate of Incorporation of Electronics Boutique Holdings Corp.

CERTIFICATE OF INCORPORATION

OF

ELECTRONICS BOUTIQUE HOLDINGS CORP.

FIRST: The name of the Corporation is Electronics Boutique Holdings Corp.

SECOND: The address of the registered office of the Corporation in the
State of Delaware is 103 Springer Building, 3411 Silverside Road, Wilmington,
Delaware 19810, located in the County of New Castle, Delaware. The name of its
registered agent at that address is Organization Services, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

FOURTH: A. The total number of shares of capital stock which the
Corporation shall have authority to issue is 125,000,000 shares (the "Capital
Stock"), consisting of 100,000,000 shares of common stock, par value $.01 per
share (the "Common Stock"), and 25,000,000 shares of preferred stock, par value
$.01 per share (the "Preferred Stock").

B. Shares of Preferred Stock may be issued from time to time in one or more
series, as provided for herein or as provided for by the Board of Directors as
permitted hereby. All shares of Preferred Stock shall be of equal rank and shall
be identical, except as fixed by the Board of Directors for any series provided
for by the Board of Directors as permitted hereby. All shares of any one series
shall be identical in all respects with all the other shares of such series,
except the shares of any one series issued at different times may differ as to
the dates from which dividends thereon may be cumulative.

The Board of Directors is hereby authorized, by resolution or resolutions,
to establish, out of the unissued (including previously issued and subsequently
retired) shares of Preferred Stock not then allocated to any series of Preferred
Stock, additional series of Preferred Stock. Before any shares of any such
additional series are issued, the Board of Directors shall fix and determine,
and is hereby expressly empowered to fix and determine, by resolution or
resolutions, the number of shares constituting such series and the
distinguishing characteristics and the relative rights, preferences, privileges
and immunities, if any, and any qualifications, limitations or restrictions
thereof, so far as not inconsistent with the provisions of this Article FOURTH.
Without limiting the generality of the foregoing, the Board of Directors may
fix and determine:

1. The designation of such series and the number of shares which shall
constitute such series of such shares;

2. The rate of dividend, if any, payable on shares of such series;

3. Whether the shares of such series shall be cumulative,
non-cumulative or partially cumulative as to dividends, and the dates from
which any cumulative dividends are to accumulate;

4. Whether the shares of such series may be redeemed, and, if so, the
price or prices at which and the terms and conditions on which shares of
such series may be redeemed;

5. The amount payable upon shares of such series in the event of the
voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Corporation;

6. The sinking fund provisions, if any, for the redemption of shares
of such series;

7. The voting rights, if any, of the shares of such series;

8. The terms and conditions, if any, on which shares of such series
may be converted into shares of capital stock of the Corporation of any
other class or series; 

9. Whether the shares of such series are to be preferred over shares
of capital stock of the Corporation of any other class or series as to
dividends, or upon the voluntary or involuntary dissolution, liquidation,
or winding up of the affairs of the Corporation, or otherwise; and

10. Any other characteristics, preferences, limitations, rights,
privileges, immunities or terms not inconsistent with the provisions of
this Article FOURTH.

C. Except as otherwise provided in this Certificate of Incorporation, each
holder of Common Stock shall be entitled to one vote for each share of Common
Stock held by him on all matters submitted to stockholders for a vote and each
holder of Preferred Stock of any series that is Voting Stock (as hereinafter
defined) shall be entitled to such number of votes for each share held by him as
may be specified in the Certificate of Designation in respect thereof.

FIFTH: The name and mailing address of the sole incorporator is as follows:

Brian I, Sopinsky, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
1401 Walnut Street
Philadelphia, PA 19102-3163

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SIXTH: The Corporation is to have perpetual existence.

SEVENTH: A. The Board of Directors shall have the power to make, adopt,
alter, amend, change or repeal the Bylaws of the Corporation (the "Bylaws") by
resolution adopted by the affirmative vote of a majority of the entire Board of
Directors, subject to any law or Bylaw provision requiring the affirmative vote
of a larger percentage of the members of the Board of Directors.

B. Stockholders may not make, adopt, alter, amend, change or repeal
the Bylaws of the Corporation or Articles Seventh, Eighth, Ninth, Tenth or
Eleventh of this Certificate of Incorporation except upon the affirmative vote
of at least 66.67% of the votes entitled to be cast by the holders of all
outstanding shares then entitled to vote generally in the election of directors,
voting together as a single class.

EIGHTH: The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, which shall consist of not less
than three nor more than twenty directors, the exact number of directors to be
determined from time to time by resolution adopted by affirmative vote of a
majority of the entire Board of Directors, subject to any bylaw requiring the
affirmative vote of a larger percentage of the members of the Board of
Directors. The Board of Directors shall be divided as nearly equal as possible
in number into three classes, designated Class I, Class II and Class III. Class
I directors shall be initially elected for a term expiring at the first annual
meeting of stockholders of the Corporation following the date hereof, Class II
directors shall be initially elected for a term expiring at the second annual
meeting of stockholders of the Corporation following the date hereof, and Class
III directors shall be initially elected for a term expiring at the third annual
meeting of stockholders of the Corporation following the date hereof, At each
annual meeting of stockholders, beginning in 1999, successors to the class of
directors whose term expires at that annual meeting shall be elected for a three
year term. If the number of directors is changed, any increase or decrease shall
be apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease in the number of directors shorten the term of any
incumbent director. A director shall hold office until the annual meeting for
the year in which his term expires and until his successor shall be elected and
shall qualify, subject, however, to such director's prior death, resignation,
retirement, disqualification or removal from office. Subject to Article III,
Section 2 of the Bylaws, any vacancy on the Board of Directors that results from
an increase in the number of directors and any other vacancy may only be filled
by a majority of the directors then in office, even if less than a quorum, or by
a sole remaining director. Any director elected to fill a vacancy not resulting
from an increase in the number of directors shall have the same remaining term
as that of his predecessor.

NINTH: Special meetings of the stockholders of the Corporation, for any
purpose or purposes, may only be called at any time by a majority of the entire
Board of Directors or by either the Chairman, the Chief Executive Officer or the
President of the Corporation.

-3-

TENTH: No stockholder action may be taken except at an annual or special
meeting of stockholders of the Corporation and stockholders of the Corporation
may not take any action by written consent in lieu of a meeting.

ELEVENTH: Directors and officers, in exercising their respective powers
with a view to the interests of the Corporation, may consider:

(a) The interests of the Corporation's employees, suppliers, creditors
and customers;

(b) The economy of the state and nation;

(c) The interests of the community and of society; and

(d) The long-term as well as short-term interests of the Corporation
and its stockholders, including the possibility that these interests may be best
served by the continued independence of the Corporation.

This Article ELEVENTH does not create or authorize any causes of action
against the corporation or its directors or officers.

TWELFTH: A. Subject to Section C of this Article TWELFTH, the
Corporation shall 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 the Corporation) by reason of the fact that he
is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which 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, had reasonable cause to believe his conduct was
unlawful.

B. Subject to Section C of this Article TWELFTH, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership,

-4-

joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

C. Any indemnification under this Article TWELFTH (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of conduct set
forth in Section A or Section B of this Article TWELFTH, as the case may be.
Such determination shall be made (i) by a majority vote of directors who were
not parties to such action, suit or proceeding, even though less than a quorum,
or (ii) by a committee of such disinterested directors designated by a majority
of such disinterested directors, even though less than a quorum, or (iii) if
there are no such disinterested directors or if such disinterested directors so
direct, by independent legal counsel in a written opinion, or (iv) by the
stockholders. To the extent, however, that a director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described in Section A or Section B of this Article
TWELFTH, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

D. For purposes of any determination under Section C of this Article
TWELFTH, 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 interest of the
Corporation, and, 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 D of Article TWELFTH 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 D 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 set forth in
Sections A or B of this Article TWELFTH as the case may be.

E. Notwithstanding any contrary determination in the specific case
under Section C of this Article TWELFTH, and notwithstanding the absence of any
determination thereunder, any

-5-

director or officer may apply to any court of competent jurisdiction in the
State of Delaware for indemnification to the extent otherwise permissible under
Sections A and B of this Article TWELFTH. The basis of such indemnification by a
court shall be a determination by such court that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standards of conduct set forth in Sections A or B of this Article
TWELFTH, as the case may be. Notice of any application for indemnification
pursuant to this Section E of Article TWELFTH shall be given to the Corporation
promptly upon the filing of such application.

F. Expenses incurred by a director or officer of the Corporation in
defending or investigating a threatened or pending action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Article TWELFTH.

G. The indemnification and advancement of expenses provided by this
Article TWELFTH shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses may be entitled under
any Bylaw, 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, and advancement of expenses to, the persons
specified in Sections A and B of this Article TWELFTH shall be made to the
fullest extent permitted by law, The provisions of this Article TWELFTH shall
not be deemed to preclude the indemnification of, and advancement of expenses
to, any person who is not specified in Sections A or B of this Article TWELFTH
but whom the Corporation has the power or obligation to indemnify under the
provisions of the General Corporation Law of the State of Delaware, or
otherwise. The indemnification provided by this Article TWELFTH shall continue
as to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such person.

H. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director or officer of the Corporation, or, while a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director or officer 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
TWELFTH.

I. For purposes of this Article TWELFTH, reference to "the
Corporation" shall 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 had power and authority to indemnify its directors or officers, so that any
person who is or was a director or officer of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director
or officer of another corporation, partnership.

-6-

limited liability company, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article TWELFTH with respect
to the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

THIRTEENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the GCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of the GCL, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

FOURTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

FIFTEENTH: No director of this Corporation shall 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 the law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is hereafter amended to authorize corporate action further limiting or
eliminating the personal liability of directors, then the liability of each
director of the Corporation shall be limited or eliminated to the fullest extent
permitted by the GCL as so amended from time to time.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 13th day of March, 1998.

/s/ Brian I. Sopinsky
----------------------------------------
Brian I. Sopinsky, Sole Incorporator

-7-

Exhibit 3.24

Certificate of Amendment of the Certificate of Incorporation of Electronics
Boutique Holdings Corp.

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ELECTRONICS BOUTIQUE HOLDINGS CORP.

ELECTRONICS BOUTIQUE HOLDINGS CORP., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by changing the Article thereof numbered "EIGHTH" so that,
as amended, said Article shall be and read as follows:

"EIGHTH: Deleted."

SECOND: That thereafter, pursuant to resolution of the Board of Directors,
an annual meeting of the stockholders of the Corporation was duly called and
held upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the Corporation this caused this certificate to be
signed by James A. Smith, its Senior Vice President, Chief Financial Officer and
Secretary, this 29th day of June, 2004.

ELECTRONICS BOUTIQUE HOLDINGS CORP.

By: /s/ James A. Smith
------------------------------------
Name: James A. Smith
Title: Senior Vice President,
Chief Financial Officer and
Secretary

Exhibit 3.25

Amended and Restated Bylaws of Electronics Boutique Holdings Corp.

BYLAWS

OF

ELECTRONICS BOUTIQUE HOLDINGS CORP.

ARTICLE I.

OFFICES

Section 1. Registered Office. The registered office of Electronics Boutique
Holdings Corp. (the "Corporation") shall be at 103 Springer Building, 3411
Silverside Road, Wilmington, Delaware 19810.

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 of the Corporation (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 on such date and at such time as may be fixed by the Board of Directors and
stated in the notice of the meeting, for the purpose of electing directors and
for the transaction of only such other business as is properly brought before
the meeting in accordance with these Bylaws (these "Bylaws").

Written notice of an 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 (10) nor more than sixty (60) days before the date of the meeting.

To be properly brought before the annual meeting, business must be either
(i) specified in the notice of annual meeting (or any supplement or amendment
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
brought before the annual meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the annual meeting by a
stockholder. In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
sixty (60) days nor more

than ninety (90) days prior to the meeting; provided, however, that in the event
that less than seventy (70) days notice or prior public disclosure of the date
of the annual meeting is given or made to stockholders, notice by a stockholder,
to be timely, must be received no later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made, whichever first occurs. A
stockholder's notice to the Secretary shall set forth (a) as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, and (ii) any material
interest of the stockholder in such business, and (b) as to the stockholder
giving the notice (i) the name and record address of the stockholder and (ii)
the class, series and number of shares of capital stock of the Corporation which
are beneficially owned by the stockholder. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at the annual meeting
except in accordance with the procedures set forth in this Article II, Section
2. The officer of the Corporation presiding at an annual meeting shall, if the
facts warrant, determine and declare to the annual meeting that business was not
properly brought before the annual meeting in accordance with the provisions of
this Article II, Section 2, and if such officer should so determine, such
officer shall so declare to the annual meeting and any such business not
properly brought before the meeting shall not be transacted.

Section 3. Special Meetings. Unless otherwise prescribed by law or by the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), special meetings of stockholders, for any purpose or purposes,
may only be called by a majority of the entire Board of Directors, the Chairman
of the Board, the Chief Executive Officer or the President.

Written notice of a special 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 (10) nor more than sixty (60) days before the date of the meeting.
Business transacted at any special meeting shall be limited to the purposes
stated in the notice.

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 holders of a
majority of the votes entitled to be cast by the stockholders entitled to vote
thereat, present in person or represented by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented by proxy. 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 (30) 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, the rules or regulations of The Nasdaq National Market or any
stock exchange applicable to the

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Corporation or these Bylaws, any question (other than the election of directors)
brought before any meeting of stockholders shall be decided by the vote of the
holders of a majority of the stock represented and entitled to vote thereat. At
all meetings of stockholders for the election of directors, a plurality of the
votes cast shall be sufficient to elect. 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, unless
otherwise provided by the Certificate of Incorporation. Such votes may be cast
in person or by proxy but no proxy shall be voted 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. 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 (10) 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 (10) 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 7. 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 6 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 8. Adjournment. Any meeting of the stockholders, including one at
which directors are to be elected, may be adjourned for such periods as the
presiding officer of the meeting or the stockholders present in person or by
proxy and entitled to vote shall direct.

ARTICLE III.

DIRECTORS

Section 1. Powers; Number; Qualifications. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in the Certificate of
Incorporation. The number of directors which shall constitute the Board of
Directors shall be not less than three (3) nor more than twenty (20), spread as
evenly as possible among the Corporation's three classes of directors. The exact
number of directors shall be fixed from time to time, within the limits
specified in this Article III Section 1 or in the Certificate

-3-

of Incorporation, or by the Board of Directors. Directors need not be
stockholders of the Corporation.

Section 2. Election; Term of Office; Resignation; Removal; Vacancies. Each
director shall hold office until the next annual meeting of stockholders at
which the term of the class to which he has been elected expires and until such
director's earlier resignation, removal from office, death or incapacity. Any
director may resign at any time upon written notice to the Board of Directors or
to the Chief Executive Officer or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. Any director or the entire Board of Directors may be
removed, but only for cause, by the holders of a majority of the shares then
entitled to vote at an election of directors. Unless otherwise provided in the
Certificate of Incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors or from any
other cause may be filled by a majority of the directors then in office,
although less than a quorum, or by a 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 shall be duly elected and shall qualify, or until such
director's earlier resignation, removal from office, death or incapacity.

Section 3. Nominations. Nominations of persons for election to the Board of
Directors of the Corporation at a meeting of stockholders of the Corporation may
be made at such meeting by or at the direction of the Board of Directors, by any
committee or persons appointed by the Board of Directors or by any stockholder
of the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Article III, Section
3. Such nominations by any stockholder shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the meeting; provided however, that in the event that less
than seventy (70) days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder, to be
timely, must be received no later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person, and (d) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
the Rules and Regulations of the Securities and Exchange Commission under
Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to
the stockholder giving the notice (a) the name and record address of the
stockholder and (b) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth herein. The officer of the Corporation

-4-

presiding at an annual meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, 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 Chief Executive Officer or the President or Chief
Operating Officer or a majority of the entire Board of Directors. 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 Bylaws, at all meetings of the Board
of Directors or any committee thereof, a majority of the entire Board of
Directors or such committee, as the case may be, 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 or such committee, as the case may be. If a quorum shall not be
present at any meeting of the Board of Directors or of any committee thereof, a
majority of the directors present thereat may adjourn the meeting from time to
time until a quorum shall be present.

Section 6. Actions of Board of Directors. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, 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 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 Bylaws, 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 Article III, Section 7 shall
constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may 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 disqualified member at
any meeting of any such committee. In the 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 disqualified member, the member or members
thereof present at any meeting

-5-

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 disqualified member. Any committee, to the extent
allowed by law and provided in the resolution establishing such committee, shall
have and may exercise 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
amount (in cash or other form of consideration) 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 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 elected by the
Board of Directors and shall consist of: a Chairman of the Board; a Chief
Executive Officer; a President; a Secretary; and a Treasurer. The Board of
Directors, in its discretion, may also elect one or more Vice Presidents
(including Executive Vice Presidents and Senior Vice Presidents), Assistant
Secretaries, Assistant Treasurers, a Controller and such other officers as in
the judgment of the Board of Directors may be necessary or desirable. Any number
of offices may be held by the same person

-6-

and more than one person may hold the same office, unless otherwise prohibited
by law, the Certificate of Incorporation or these Bylaws. 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. Except as otherwise provided in this Article IV, 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 who are directors 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 Chairman of the Board, Chief Executive Officer,
President or any Vice President, and any such officer may, in the name 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 powers 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. The Chairman of the Board shall be a
member of the Board of Directors, and shall exercise and perform such duties and
have such powers as may be prescribed by the Board of Directors or these Bylaws,
all in accordance with basic policies as established by and subject to the
oversight of the Board of Directors.

Section 5. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall supervise, coordinate and manage the Corporation's business
and activities and supervise, coordinate and manage its operating expenses and
capital allocation, shall have general authority to exercise all the powers
necessary for the Chief Executive Officer of the Corporation and shall perform
such other duties and have such other powers as may be prescribed by the Board
of Directors or these Bylaws, all in accordance with basic policies as
established by and subject to the oversight of the Board of Directors. In the
absence or disability of the Chairman of the Board, the duties of the Chairman
of the Board shall be performed and the Chairman of the Board's authority may be
exercised by the Chief Executive Officer and, in the event the Chief Executive
Officer is absent or disabled, such duties shall be performed and such authority
may be exercised by a director designated for such purpose by the Board of
Directors.

-7-

Section 6. President. The President shall have general authority to
exercise all the powers necessary for the President of the Corporation and shall
perform such other duties and have such other powers as may be prescribed by the
Board of Directors or these Bylaws, all in accordance with basic policies as
established by and subject to the oversight of the Board of Directors, the
Chairman of the Board and the Chief Executive Officer. In the absence or
disability of the Chairman of the Board and Chief Executive Officer, the duties
of the Chairman of the Board shall be performed and the Chairman of the Board's
authority may be exercised by the President and, in the event the President is
absent or disabled, such duties shall be performed and such authority may be
exercised by a director designated for such purpose by the Board of Directors.

Section 7. Vice Presidents. At the request of the President or in the
absence of each of the Chairman of the Board, Chief Executive Officer and
President, or in the event of their inability or refusal to act, 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 Chairman
of the Board, Chief Executive Officer and/or President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon such
offices (other than as Chairman of the Board). 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 Vice President, the Board of Directors
shall designate the officer of the Corporation who, in the absence of each of
the Chairman of the Board, Chief Executive Officer and President or in the event
of the inability or refusal of such officers to act, shall perform the duties of
such offices (other than as Chairman of the Board), and when so acting, shall
have all the powers of and be subject to all the restrictions upon such offices
(other than as Chairman of the Board).

Section 8. 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 that 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, the Chairman of the Board, the
Chief Executive Officer or the President, under whose supervision the Secretary
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, then the Board of Directors,
the Chairman of the Board, the Chief Executive Officer 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.

Section 9. 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

-8-

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 10. Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be 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 Chairman of the Board, the Chief Executive Officer, 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 11. Assistant Treasurers. Assistant Treasurers, if there be 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 Chairman of the Board, the Chief
Executive Officer, 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 12. Controller. The Controller shall establish and maintain the
accounting records of the Corporation in accordance with generally accepted
accounting principles applied on a consistent basis, maintain proper internal
control of the assets of the Corporation and shall perform such other duties as
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President of the Corporation may prescribe.

Section 13. 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
may 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.

-9-

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 Chief Executive Officer, the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.

Section 2. Signatures. Any or all of the signatures on the certificate may
be a facsimile, including, but not limited to, signatures of officers of the
Corporation and countersignatures of a transfer agent or registrar. In case an
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 Bylaws. 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 canceled before a new certificate shall be
issued.

-10-

Exhibit 3.26

Articles of Incorporation of EB Catalog Company, Inc.

FEB 04 1999
No. C2683-99

/S/ DEAN HELLER
------------------------------
DEAN HELLER, SECRETARY OF STATE

ARTICLES OF INCORPORATION

OF

EB CATALOG COMPANY, INC.

----------

FIRST: The name of this corporation is;

EB CATALOG COMPANY, INC.

SECOND: Its principal office in the State of Nevada is located at 2255-A
Renaissance Drive, Suite 4, Las Vegas, NV 81199. The name and address of its
resident agent is Entity Services (Nevada), LLC at the above address.

THIRD: The nature of the business or objects or purposes proposed may be
organized under the General Corporation Law of the State of Nevada;

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Nevada.

FOURTH: The total authorized capital stock of the corporation is One
Hundred (100) shares of Common Stock With A Par value of $.01 shares.

FIFTH: The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided in the by-laws of this
corporation, provided that the number of directors shall not be reduced less
than one unless there is less then one stockholder.

The name and post office address of the first board of directors, which shall be
two in number, is as follows;

NAME              POST OFFICE ADDRESS
----           ------------------------

JOSEPH J. FIRESTONE   2255-A RENAISSANCE DRIVE
SUITE 4
LAS VEGAS, NV 89119

JOHN R. PANICHEILLO   2255-A RENAISSANCE DRIVE
SUITE 4
LAS VEGAS, NV 89119

SIXTH: The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.

02-04-99 11:99AM FROM                                        T-289 P.08/07 P-281
FEB- 4-99 THU 10:08                                                  P.UD

SEVENTH: The name and post office address of the incorporator signing the
articles of incorporation is as follows:

NAME        POST OFFICE ADDRESS
----        -------------------

Sylvia M. White   1013 Centre Road
Wilmington, DE 19805

EIGHTH: The corporation is to have perpetual existence.

NINTH: In furtheranoe and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized, subject to the by-laws,
if any, adopted by the shareholders, to make, alter or amend the by-law of the
corporation.

TENTH: Meetings of stockholders may be held outside of the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation.

ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in the articles of incorporation, in the manner
now or hereafter prescribed, and all rights conferred upon stockholders herein
are granted subject to this reservation.

I, THE UNDERSIGNED, being the sole incorporator herein before named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto get my hand this third day of February, A.D. 191999.

By: /s/ Sylvia M. White
------------------------------------
Sylvia M. White, Incorporator

Exhibit 3.27

Bylaws of EB Catalog Company, Inc.

BYLAWS

OF

EB CATALOG COMPANY, INC.

(a Nevada corporation)

----------

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation or by agents designated by the Board of Directors, certifying the
number of shares owned by him in the corporation and setting forth any
additional statements that may be required by the General Corporation Law of the
State of Nevada (General Corporation Law). If any such certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, a facsimile of me signature of the officers, the transfer
agent or the transfer clerk or the registrar of the corporation may be printed
or lithographed upon the certificate in lieu of me actual signatures. If any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any certificate or certificates shall cease
to be such officer or officers of the corporation before such certificate or
certificates shall have been delivered by the corporation, the certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer or officers of the corporation.

Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, the certificates
representing stock of any such class or series shall set forth thereon the
statements prescribed by the General Corporation Law. Any restrictions on the
transfer or registration of any shares of stock of any class or series
shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any

claim that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new
certificate.

2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but
may execute and deliver a certificate for or including a fraction of a share. In
lieu of executing and delivering a certificate for a fraction of a share, the
corporation may proceed in the manner prescribed by the provisions of Section
78.205 of the General Corporation Law.

3. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized, by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes, if any, due
thereon.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the 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 directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor mote than sixty days prior to any other action. If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any 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.

5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the

Articles of Incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom the General
Corporation Law confers such rights notwithstanding that the articles of
incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder; provided,
however, that no such right shall vest in the event of an increase or a decrease
in the authorized number of shares of stock of any class or series which is
otherwise denied voting rights under the provisions of the Articles of
Incorporation.

6. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A
special meeting shall be held on the date and at the time fixed by the
directors.

- PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Nevada, as the directors may, from time to
time, fix.

- CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.

- NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing
and signed by the President or a Vice-President, or the Secretary, or an
Assistant Secretary, or by such other person or persons as the directors must
designate. The notice must state the purpose or purposes for which the meeting
is called and the time when, and the place, where it is to be held. A copy of
the notice must be either delivered personally or mailed postage prepaid to each
stockholder not less than ten nor more than sixty days before the meeting. If
mailed, it must be directed to the stockholder at his address as it appears upon
the records of the corporation. Any stockholder may waive notice of any meeting
by a writing signed by him, or his duly authorized attorney, either before or
after the meeting; and whenever notice of any kind is required to be given under
the provisions of the General Corporation Law, a waiver thereof in writing and
duly signed whether before or after the time stated therein, shall be deemed
equivalent thereto.

- CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board
if any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the Chairman of the meeting shall appoint a
secretary of the meeting.

- PROXY REPRESENTATION. At any meeting of stockholders, any
stockholder may designate another person or persons to act for him by proxy in
any manner described in, or otherwise authorized by, the provisions of Section
78.355 of the General Corporation Law.

- INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by him or them.

- QUORUM. Stockholders holding at least a majority of the voting power
are necessary to constitute a quorum at a meeting of stockholders for the
transaction of business unless the action to be taken at the meeting shall
require a greater proportion. The stockholders present may adjourn the meeting
despite the absence of a quorum.

- VOTING. Each share of stock shall entitle the holder thereof to one
vote. In the election of directors, a plurality of the votes cast shall elect.
Any other action is approved if the number of votes cast in favor of the action
exceeds the number of votes cast in opposition to the action, except where the
General Corporation Law, the Articles of Incorporation, or these
Bylaws prescribe a different percentage of votes and/or a different exercise of
voting power. In the election of directors, voting need not be by ballot; and,
except as otherwise may be provided by the General Corporation Law, voting by
ballot shall not be required for any other action.

Stockholders may participate in a meeting of stockholders by means of
a conference telephone or similar method of communication by which all persons
participating in the meeting can hear each other.

7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be
provided by the General Corporation Law, any action required or permitted to be
taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by stockholders holding at least a majority of
the voting power; provided that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of

written consents is required. In no instance where action is authorized by
written consent need a meeting of stockholders be called or noticed.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by the Board of Directors of the corporation. The
Board of Directors shall have authority to fix the compensation of the members
thereof for services in any capacity. The use of the phrase "whole Board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years
of age. A director need not be a stockholder or a resident of the State of
Nevada. The initial Board of Directors shall consist of ___ persons. Thereafter
the number of directors constituting the whole board shall be at least one.
Subject to the foregoing limitation and except for the first Board of Directors,
such number may be fixed from time to time by action of the stockholders or of
the directors, or, if the number is not fixed, the number shall be ___. The
number of directors may be increased or decreased by action of the stockholders
or of the directors.

3. ELECTION AND TERM. Directors may be elected in the manner
prescribed by the provisions of Sections 78.320 through 78.335 of the General
Corporation Law of Nevada. The first Board of Directors shall hold office until
the first election of directors by stockholders and until their successors are
elected and qualified or until their earlier resignation or removal. Any
director may resign at any time upon written notice to the corporation.
Thereafter, directors who are elected at an election of directors by
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next election of
directors by stockholders and until their successors are elected and qualified
or until their eariler resignation or removal. In the interim between elections
of directors by stockholders, newly created directorships and any vacancies in
the Board of Directors, including any vacancies resulting from the removal of
directors for cause or without cause by the stockholders and not filled by said
stockholders, may be filled by the vote of a majority of the remaining directors
then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

PLACE. Meetings shall be held at such place within or without the
State of Nevada as shall be fixed by the Board.

- CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written, oraL
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice if any need not be given to a director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.

- QUORUM AND ACTION. A majority of the directors then in office, at a
meeting duly assembled, shall constitute a quorum. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to another
time and place. Except as the Articles of Incorporation or these Bylaws may
otherwise provide, and except as otherwise provided by the General Corporation'
Law, the act of the directors holding a majority of the voting power of the
directors, present at a meeting at which a quorum is present, is the act of the
Board. The quorum and voting provisions herein stated shall not be construed as
conflicting with any provisions of the General Corporation Law and these Bylaws
which govern a meeting of directors held to fill vacancies and newly created
directorships in the Board or action of disinterested directors.

Members of the Board or of any committee which may be designated by
the Board may participate in a meeting of the Board or of any such committee, as
the case may be, by means of a telephone conference or similar method of
communication by which all persons participating in the meeting hear each other.
Participation in a meeting by said means constitutes presence in person at the
meeting.

- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS, Any or all of the directors may be removed
for cause or without cause in accordance with the provisions of the General
Corporation Law.

6. COMMITTEES. Whenever its number consists of two or more, the Board
of Directors may designate one or more committees which have such powers and
duties as the Board shall determine. Any such committee, to the extent provided
in the resolution or resolutions of the Board, shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation and may authorize the seal or stamp of the
corporation to be affixed to all papers on which the corporation desires to

place a seal or stamp. Each committee must include at least one director. The
Board of Directors may appoint natural persons who are not directors to serve on
committees.

7. WRITTEN ACTION. Any action required or permitted to be taken at a
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, before or after the action, a written consent thereto is
signed by all the members of the Board or of the committee, as the case may be.

ARTICLE III

OFFICERS

1. The corporation must have a President, a Secretary, and a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers and
agents with such titles as the resolution choosing them shall designate. Each of
any such officers must be natural persons and must be chosen by the Board of
Directors or chosen in the manner determined by the Board of Directors.

2. QUALIFICATIONS. Except as may otherwise be provided in the
resolution choosing him, no officer other than the Chairman of the Board, if
any, and the Vice-Chairman of the Board, if any, need be a director.

Any person may hold two or more offices, as the directors may
determine.

3. TERM OF OFFICE. Unless otherwise provide in the resolution
choosing him, each officer shall be chosen for a term which shall continue until
the meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor shall have been chosen or until his
resignation or removal before the expiration of his term.

Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.

Any vacancy in any office may be filled by the Board of Directors or
in the manner determined by the Board.

4. DUTIES AND AUTHORITY. All officers of the corporation shall have
such authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.

ARTICLE IV

REGISTERED OFFICE

The location of the initial registered office of the corporation in
the State of Nevada is the address of the initial resident agent of the
corporation, as set forth in the original Articles of Incorporation.

The corporation shall maintain at said registered office a copy,
certified by the Secretary of State of the State of Nevada, of its Articles of
Incorporation, and all amendments thereto, and a copy, certified by the
Secretary of the corporation, of these Bylaws, and all amendments thereto. The
corporation shall also keep at said registered office a stock ledger or a
duplicate stock ledger, revised annually, containing the names, alphabetically
arranged, of all persons who are stockholders of the corporation, showing their
places of residence, if known, and the number of shares held by them
respectively or a statement setting out the name of the custodian of the stock
ledger or duplicate stock ledger, and the present and complete post office
address, including street and number, if any, where such stock ledger or
duplicate stock ledger is kept.

ARTICLE V

CORPORATE SEAL OR STAMP

The corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

The power to amend, alter, and repeal these Bylaws and to make new
Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any,
adopted by the stockholders.

Exhibit 3.28

Certificate of Incorporation of ELBO Inc.

CERTIFICATE OF INCORPORATION

OF

ELBO INC.

* * * * * *

1. The name of the corporation is:

ELBO INC.

2. The address of its registered office in the State of Delaware is 103
Foulk Road, Suite 200, Wilmington, Delaware 19803, located in the County of
New Castle, Delaware. The name of its registered agent at that address is Entity
Services (Delaware), Inc.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

4. The authorized capital stock of the Corporation shall consist of 100
shares of capital stock with a par value of $.01 per share.

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

Sally P. Schreiber
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
1401 Walnut Street
Philadelphia, PA 19102

6. The Corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
By-Laws of the Corporation.

Elections of Directors need not be by written ballot unless the By-Laws of the
Corporation shall so provide.

8. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

9. 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 Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived any improper
personal benefit.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 27th day of May, 1998.

/s/ Sally P. Schreiber
----------------------------------------
Sally P. Schreiber,
Sole Incorporator

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Exhibit 3.29

Bylaws of ELBO Inc.

BY LAWS

OF

ELBO INC.

ARTICLE I

OFFICES

Section 1.1 The registered office of the corporation in the State of
Delaware shall be 103 Foulk Road, Suite 200, in the City of Wilmington, 19803,
County of New Castle. The registered agent in charge thereof shall be Entity
Services (Delaware), Inc..

Section 1.2 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 or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 All meetings of the stockholders shall be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2 A meeting of stockholders shall be held in each year for
the election of directors at such time and place as the board of directors shall
determine. Any other proper business, notice of which was given in the notice of
the meeting or in a duly executed waiver of notice thereof, may be transacted at
the annual meeting. Elections of directors shall be by written ballot, unless
otherwise provided in the certificate of incorporation.

Section 2.3 Unless otherwise provided by law, written notice of the
annual meeting shall be given to each stockholder entitled to vote thereat not
less than ten nor more than sixty days

before the date of the meeting.

Section 2.4 The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, 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 during ordinary
business hours, for a period of at least ten days prior to the election, either
at a place within the city, town or village where the election is to be held and
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held, and the list shall be
produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any stockholder who may be present.

Section 2.5 Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

Section 2.6 Unless otherwise provided by law, written notice of a
special meeting of stockholders, stating the time, place and purpose or purposes
thereof, shall be given to each stockholder entitled to vote thereat, not less
than ten nor more than sixty days before the date fixed for the meeting.

Section 2.7 Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

Section 2.8 The holders of a majority of the stock issued and
outstanding and entitled

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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
except as otherwise provided by statute or by the certificate of incorporation.
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 notified.

Section 2.9 When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

Section 2.10 Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period, and, except where the transfer books of the corporation have been
closed or a date has been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election for directors which has been transferred on the books of the
corporation within twenty days next preceding such election of directors.

Section 2.11 Any action required to be taken at any annual or special
meeting of stockholders, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent

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in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. 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.

ARTICLE III

DIRECTORS

Section 3.1 The number of directors which shall constitute the whole
board shall be such number as the board of directors may determine. Except as
hereinafter provided in Section 3.2 of this Article, the directors, other than
those constituting the first board of directors, shall be elected by the
stockholders, and each director shall hold office until his successor is elected
and qualified or until his earlier resignation or removal. Directors need not be
stockholders.

Section 3.2 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.

Section 3.3 The business and affairs of the corporation shall be
managed by or under the direction of its 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 by these by-laws
directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 3.4 The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

Section 3.5 The first meeting of each newly elected board of directors
shall be held

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immediately after and at the same place as the meeting of the stockholders at
which it was elected and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present.

Section 3.6 Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

Section 3.7 Special meetings of the board may be called by the
president on two days notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.

Section 3.8 At all meetings of the board a majority 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, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. 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 3.9 Unless otherwise restricted 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 members of the board or of such 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 or committee.

COMMITTEES OF DIRECTORS

Section 3.10 The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the

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directors of the corporation. In the absence or disqualification of a member of
a committee, 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 such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution or amending the by-laws of the corporation; and, unless the
resolution expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger.

Section 3.11 Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 3.12 The board of directors shall have the authority to fix
the compensation of directors.

PARTICIPATION IN MEETING BY TELEPHONE

Section3.13 Members of the board of directors or any committee
designated by such board may participate in a meeting of the board or of a
committee of the board by means of conference telephone or similar
communications equipment by means of which all persons

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participating in the meeting can hear each other, and participation in a meeting
pursuant to this subsection shall constitute presence in person at such meeting.

ARTICLE IV

NOTICES

Section 4.1 Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the - corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

Section 4.2 Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or by these
by-laws, 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 to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular, or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

ARTICLE V

OFFICERS

Section 5.1 The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation

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otherwise provides.

Section 5.2 The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.

Section 5.3 The board of directors may appoint such other officers and
agents as it shall deem necessary 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.

Section 5.4 The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

Section 5.5 The officers of the corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed 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 PRESIDENT

Section 5.6 The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

Section 5.7 He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

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THE VICE-PRESIDENTS

Section 5.8 The vice-president, or if there shall be more than one,
the vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 5.9 The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He 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. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of 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.

Section 5.10 The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

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THE TREASURER AND ASSISTANT TREASURERS

Section 5.11 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.

Section 5.12 He 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.

Section 5.13 If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) 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 5.14 The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

ARTICLE VI

CERTIFICATES OF STOCK

Section 6.1 Every holder of stock in the corporation shall be entitled
to have a certificate signed by, or in the name of the corporation by, the
chairman or vice-chairman of the

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board of directors, or president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.

Section 6.2 Where a certificate is signed (1) by a transfer agent or
an assistant transfer agent or (2) by a transfer clerk acting on behalf of the
corporation and a registrar, the signature of any such chairman or vice-chairman
of the board of directors, president, vice-president, treasurer, assistant
treasurer, secretary or assistant secretary may be facsimile. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the corporation.

LOST CERTIFICATES

Section 6.3 The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
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 or certificates, 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 certificates, or his
legal representative, 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

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been lost, stolen or destroyed upon the issuance of such new certificate.

TRANSFERS OF STOCK

Section 6.4 Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transactions upon its books,
unless the corporation has a duty to inquire as to adverse claims with respect
to such transfer which has not been discharged. The corporation shall have no
duty to inquire into adverse claims with respect to such transfer unless (a) the
corporation has received a written notification of an adverse claim at a time
and in a manner which affords the corporation a reasonable opportunity to act on
it prior to the issuance of a new, reissued or re-registered share certificate
and the notification identifies the claimant, the registered owner and the issue
of which the share or shares is a part and provides an address for
communications directed to the claimant; or (b) the corporation has required and
obtained, with respect to a fiduciary, a copy of a will, trust, indenture,
articles of co-partnership, bylaws or other controlling instruments, for a
purpose other than to obtain appropriate evidence of the appointment or
incumbency of the fiduciary, and such documents indicate, upon reasonable
inspection, the existence of an adverse claim.

Section 6.5 The corporation may discharge any duty of inquiry by any
reasonable means, including notifying an adverse claimant by registered or
certified mail at the address furnished by him or, if there be no such address,
at his residence or regular place of business that the security has been
presented for registration of transfer by a named person, and that the transfer
will be registered unless within thirty days from the date of mailing the
notification, either (a) an appropriate restraining order, injunction or other
process issues from a court of competent

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jurisdiction; or (b) an indemnity bond, sufficient in the corporation's judgment
to protect the corporation and any transfer agent, registrar or other agent of
the corporation involved from any loss which it or they may suffer by complying
with the adverse claim, is filed with the corporation.

FIXING RECORD DATE

Section 6.6 (a) In order that the corporation may determine the
stockholders entitled to notice or to vote at any meeting of stockholders or any
adjournment thereof, or 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 a record date, which record
date shall not precede the date upon which the resolution fixing the record is
adopted by the board of directors, and which record date shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than ten
days after the date upon which the resolution fixing the record date of action
with a meeting is adopted by the board of directors, nor more than sixty days
prior to any other action.

(b) If no record date is fixed:

(1) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

(2) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the first date on which
a signed written consent is delivered to the corporation.

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(3) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

(c) 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.

REGISTERED STOCKHOLDERS

Section 6.7 Prior to due presentment for transfer of any share or
shares, the corporation shall treat the registered owner thereof as the person
exclusively entitled to vote, to receive notifications and to all other benefits
of ownership with respect to such share or 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 the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 7.1 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, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

Section 7.2 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
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for

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equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interest of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 7.3 The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

CHECKS

Section 7.4 All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other persons as
the board of directors may from time to time designate.

FISCAL YEAR

Section 7.5 The fiscal year of the corporation shall be as determined
by the board of directors.

SEAL

Section 7.6 The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

ARTICLE VII

AMENDMENTS

Section 8.1 These by-laws may be altered or repealed at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board

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of directors if notice of such alteration or repeal be contained in the notice
of such special meeting.

ARTICLE IX

INDEMNIFICATION

Section 9.1 The corporation shall 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 the corporation) by
reason of the fact that he 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 expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 9.2 The corporation shall indemnify any person who was or is a
party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the

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corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

Section 9.3 To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in sections 9.1 or 9.2 of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

Section 9.4 Any indemnification under sections 9.1 or 9.2 of this
Article (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such section. Such
determination shall be made:

1. By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or

2. If such a quorum is not obtainable, or, even if obtainable a
quorum of

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disinterested directors so directs, by independent legal counsel in a written
opinion, or

3. By the stockholders.

Section 9.5 Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

Section 9.6 The indemnification and advancement of expenses provided
by, or granted pursuant to the other sections of this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, 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.

Section 9.7 The corporation shall have power to 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 to indemnify him
against such liability under the provisions of this Article.

Section 9.8 For purposes of this Article, references to "the
corporation" shall include,

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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 had 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
this Article with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation of its separate existence had
continued.

Section 9.9 For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article.

Section 9.10 The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article 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.

Section 9.11 No director or officer of the corporation shall be
personally liable to the corporation or to any stockholder of the corporation
for monetary damages for breach of fiduciary

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duty as a director or officer, provided that this provision shall not limit the
liability of a director or officer (i) for any breach of the director's or the
officer'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 Delaware, or (iv) for any transaction from which the director or officer
derived an improper personal benefit.

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Exhibit 3.30

Certificate of Formation of FR Sadsbury Second, LLC.

CERTIFICATE OF FORMATION

OF

FR SADSBURY SECOND, LLC

The undersigned, desiring to form a limited liability company pursuant to
the Delaware Limited Liability Company Act (Title 6 Delaware Code, Chapter 18),
does hereby certify as follows:

1. Name. The name of the limited liability company is FR Sadsbury
Second, LLC (the "Company").

2. Registered Office and Agent. The address of the Company's
registered office in the State of Delaware is 222 Delaware Avenue, Suite 1200,
Wilmington, County of New Castle, Delaware 19801. The name of the Company's
registered agent for service of process in the State of Delaware at such address
is ATA Corporate Services, Inc.

IN WITNESS WHEREOF, the undersigned, being duly authorized by the
member of the Company, has executed this Certificate of Formation this 14th day
of October, 2003.

By: /s/ Christina M. Carry
------------------------------------
Christina M. Carry
Organizer

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:08 PM 10/14/2003
FILED 03:02 PM 10/14/2003
SRV 030659299 - 3715108 FILE

Exhibit 3.31

Certificate of Amendment to the Certificate of Formation of FR Sadsbury Second,
LLC (changing name to EB Sadsbury Second, LLC).

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:44 PM 05/24/2005
FILED 12:33 PM 05/24/2005
SRV 050428053 - 3715108 FILE

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF FORMATION
OF
FR SADSBURY SECOND, LLC

The undersigned, desiring to amend the Certificate of Formation of FR
Sadsbury Second, LLC (the "LLC"), which was filed with the Secretary of State of
the State of Delaware on October 14, 2003, pursuant to the Delaware Limited
Liability Company Act, does hereby certify as follows:

FIRST: Article 1 of the Certificate of Formation shall be amended as
follows:

"1. The name of the LLC is hereby amended to be EB Sadsbury Second,
LLC."

SECOND: Article 2 of the Certificate of Formation shall be amended as
follows:

"2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle, Delaware 19801. The name of the registered agent for
service of process in the State of Delaware at such address is The
Corporation Trust Company."

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of this 23rd day of May, 2005.

ELECTRONICS BOUTIQUE OF AMERICA INC., a
Pennsylvania corporation, its sole
member

By: /s/ Illegible 
------------------------------------
Name: Illegible
Title: Assistant Secretary &
Authorized Person

Exhibit 3.32

Limited Liability Company Agreement of FR Sadsbury Second, LLC, dated as of
August 10, 2004, by its sole member, FR Sadsbury, LLC.

LIMITED LIABILITY COMPANY AGREEMENT
OF
FR SADSBURY SECOND, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of FR SADSBURY SECOND, LLC, a
Delaware limited liability company (the "Company"), is made as of the 10th day
of August, 2004, by its sole member, FR Sadsbury, LLC, a Delaware limited
liability company (the "Member").

The Member owns all of the membership interests in the Company and, as the
sole member of the Company, desires to execute this Agreement to set forth the
purpose of the Company and the manner in which the Company shall operate.

ARTICLE I

CERTAIN DEFINITIONS

For purposes of this Agreement, and in addition to capitalized terms
defined elsewhere in this Agreement, the following terms shall have the meanings
ascribed below:

"Act" means the Delaware Limited Liability Company Act, as amended from
time to time.

"Affiliate" means, with respect to any referenced Person, (i) a member of
such Person's immediate family; and (ii) any Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with the
Person in question. As used herein, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Agreement" means this limited liability company agreement of FR Sadsbury
Second, LLC, including all Exhibits hereto, as amended from time to time.

"Available Cash Flow" means such portion of the cash in hand or in bank
accounts of the Company as is determined by the Member to be available for
distribution to the Member after payment of the current liabilities, obligations
and expenses of the Company, and after reasonable provision has been made for
reasonably required reserves.

"Code" means the Internal Revenue Code of 1986, as amended, including
corresponding provisions of succeeding law.

"General Partner Partnership" means FR Sadsbury General Partner, LP a
Delaware limited partnership, which is the general partner of the Property
Holding Partnership.

"Member" means FR Sadsbury, LLC. and any Person who subsequently is
admitted as a member of the Company, and "Members" means all Persons admitted as
members of the Company.

"Percentage Interests" means the percentages allocated to the Members as
set forth on Exhibit A hereto, as the same may be amended from time to time in
accordance with this Agreement.

"Person" means any individual, corporation, partnership, trust, limited
liability company or other organization or entity.

"Property Holding Partnership" means FR Sadsbury Property Holding, LP, a
Delaware limited partnership formed to hold certain parcels of real estate,
including the lands, buildings and other improvements now located or hereafter
constructed thereon, consisting of approximately 28 acres with all easements and
other rights benefiting such ground and all improvements thereon, if any,
situate in Sadsbury Township, Chester County, Pennsylvania.

"Regulations" means the Income Tax Regulations promulgated under the Code,
as such regulations may be amended from time to time.

ARTICLE II

GENERAL

2.1 Formation of Company.

2.1.1 The Company was formed as a limited liability company pursuant
to the Act by the filing of the certificate of formation with the Office of the
Secretary of State of the State of Delaware on October 14, 2003. Except as
modified by this Agreement, the Company shall be governed by the Act.

2.1.2 The Member shall execute such other documents and perform such
other acts as shall constitute compliance with all requirements for the
formation and operation of the Company pursuant to the Act and to qualify to do
business in any other jurisdiction in which the Company conducts business.

2.2 Name of Company. The name of the Company is FR Sadsbury Second, LLC, or
such other name as the Member may from time to time determine, subject to the
requirements of the Act and other applicable law.

2.3 Registered Office and Registered Agent. The initial registered agent
and registered office of the Company shall be ATA Corporate Services, Inc.,
Suite 1200, 222 Delaware Avenue, Wilmington, Delaware. The registered agent and
registered office of the Company may be changed from time to time in the
discretion of the Member, subject to the

requirements of the Act. The business of the Company may be conducted at such
office or offices as the Member may determine from time to time.

2.4 Purpose. Notwithstanding any provision hereof or of any other document
governing the formation, management or operation of the Company to the contrary,
the nature of the business and of the purposes to be conducted and promoted by
the Company is to engage solely in the following activities:

2.4.1 To acquire, own, hold, manage and sell a general partnership
interest in the General Partner Partnership, and to exercise all the rights,
privileges, duties and responsibilities of the general partner of the General
Partner Partnership, all in accordance with the limited partnership agreement of
the General Partner Partnership;

2.4.2 Acting on its own behalf and as the general partner of the
General Partner Partnership, to engage in any activity, to enter into, perform
and carry out any agreement, undertaking, contract, lease, indenture, mortgage,
deed of trust, assignment, assignment of lease, security agreement, or financing
statement of any kind, and to borrow money and issue evidences of indebtedness,
whether or not secured by liens, in connection with the foregoing purpose;

2.4.3 To engage in and conduct such other activities directly related
to the foregoing purpose as may be necessary, advisable, or appropriate, in the
reasonable opinion of the Member, to further the foregoing purpose; and

2.4.4 To exercise any powers permitted under the Act which are
incidental to the foregoing or necessary or appropriate to accomplish the
foregoing.

The Company shall not engage in any business or activity other than as
permitted in this Section 2.4.

2.5 Term. The Company shall have perpetual existence, and shall continue
until dissolved pursuant to Article IX. Dissolution of the Company shall occur
only upon the occurrence of one of an event specified in Article IX.

2.6 Tax Status. It is intended that, for federal income tax purposes, the
Company will be treated as a disregarded entity as long as it is deemed to have
only a single Member for federal income tax purposes, or as a partnership if it
is deemed to have more than a single Member for federal income tax purposes. No
election shall be made under the Regulations to treat the Company as a
corporation for federal income tax purposes unless all of the Members
unanimously consent to the filing of such an election.

3

ARTICLE III

CAPITAL CONTRIBUTIONS

3.1 Contributions.

3.1.1 The Member shall contribute the cash or property as set forth on
Exhibit A to the capital of the Company.

3.1.2 No Member shall be required to contribute any additional capital
to the Company, whether upon the liquidation of the Company or otherwise. No
Member shall have any personal liability for any obligations of the Company.

3.2 Loans. A Member may, at any time, make or cause a loan to be made to
the Company in such amount and on such terms as the Company and the Member
agree.

ARTICLE IV

DISTRIBUTIONS

4.1 Available Cash Flow. Available Cash Flow, as determined by the Member,
shall be distributed to the Members in proportion to their Percentage Interests
on an annual or more frequent basis as determined by the Member.

4.2 Liquidation. Notwithstanding anything in this Agreement to the
contrary, upon the liquidating and winding up of the Company, distributions to
the Members shall be made as set forth in Section 9.3 below.

ARTICLE V

ALLOCATIONS

5.1 General. If the Company is ever considered a partnership for federal
income tax purposes (rather than a disregarded entity), then, except as
otherwise required under section 704(b) of the Code or the Regulations
promulgated thereunder, all income, gain, loss, deduction and credit of the
Company shall be allocated to the Members in proportion to their respective
Percentage Interests.

ARTICLE VI

MANAGEMENT

6.1 General. Except to the extent delegated to the officers herein, the
Company shall be managed solely by the Member. If, at any time, the Company has
more than one Member, all management decisions shall be made by Members holding
at least a majority of the Percentage

4

Interests in the Company. The liability of each Member shall be limited to the
maximum extent permitted by the Act.

6.2 Officers. The Member may, in its sole discretion, elect to designate
one or more officers to act on behalf of the Company. If the Member elects to
designate officers, the following provisions of this Section 6.2 shall apply,
unless provided otherwise in writing by the Member.

6.2.1 The officers of the Company shall consist of a president, and
one or more senior vice presidents, vice presidents, and any other officers as
may be established by the Member. The officers of the Company shall be elected
by the Member. Each officer shall hold office until the officer's successor is
elected and qualifies or until the officer's death, resignation or removal in
the manner hereinafter provided. The Member may, in its discretion, leave any
office vacant.

6.2.2 Any officer or agent of the Company may be removed by the Member
at any time for any or no reason, but the removal shall be without prejudice to
the contract rights, if any, of the person so removed. Any officer of the
Company may resign at any time by giving written notice of the resignation to
the Member. The acceptance of a resignation shall not be necessary to make it
effective.

6.2.3 A vacancy in any office may be filled by the Member.

6.2.4 The president shall in general supervise and control all of the
business and affairs of the Company. The president may execute any deed,
mortgage, bond, contract or other instrument which the president in his
discretion deems in the best interest of the Company except in cases where
execution shall be expressly reserved by the Member or delegated by this
Agreement to some other officer or agent of the Company or shall be required by
law to be otherwise executed; and in general shall perform all duties incident
to the office of president and any other duties prescribed by the Member from
time to time.

6.2.5 In the absence of the president or in the event of a vacancy in
that office, the vice president (or if there is more than one vice president,
the vice presidents in the order designated at the time of their election, or in
the absence of any designation, then in the order of their election) 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; and shall perform
such other duties as from time to time may be assigned to them by the president
or by the Members. The Members may designate one or more vice presidents as
senior vice president or as vice president for particular areas of
responsibility.

6.2.6 Whether or not officers have been appointed by the Member, the
Member shall retain authority to act on behalf of the Company, and all
contracts, agreements, deeds, notes or other instruments executed by the Member
on behalf of the Company shall be duly and validly executed on behalf of the
Company.

5

6.3 Additional Limitations and Covenants. Notwithstanding any provision
hereof or of any other document governing the formation, management or operation
of the Company to the contrary, and in addition to the other provisions set
forth in this Agreement, in order to preserve and ensure the separate and
distinct identity of the Company, the Company shall conduct its affairs in
accordance with the following provisions:

6.3.1 The Company shall operate its business separate and apart from
that of any of its Affiliates.

6.3.2 The Company shall maintain Company records and books of account
separate from those of any Affiliate of the Company.

6.3.3 The Company shall conduct its own business in its own name.

6.3.4 The Company shall hold itself out as an entity separate from any
Affiliate.

ARTICLE VII

FISCAL MATTERS

7.1 Company Books; Access to Information. The Company shall maintain at its
principal office (as the same may be designated by the Member from time to
time), full and accurate books of the Company, which shall fully reflect each of
its transactions, including the cash distributions and allocations provided for
in Articles IV and V, and all other records necessary for recording the
Company's business or required to be maintained at such office(s) under the Act
or under any other applicable law.

7.2 Tax Returns and Financial Statements. The Member shall cause any
necessary federal, state and local income tax returns and reports required of
the Company to be prepared and timely filed.

7.3 Accounting and Tax Decisions. All decisions as to accounting and tax
matters shall be made by the Member. The Member may rely upon the advice of the
Company's counsel or accountants as to the appropriate accounting and tax
decisions. The Member may elect to treat certain items differently for
accounting purposes than the manner in which such items are treated for tax
purposes.

7.4 Bank Accounts. The Member shall be responsible for causing one or more
bank accounts to be maintained in the Company's name into which all funds of the
Company shall be deposited and from which payment of all Company business
expenditures shall be made. Notwithstanding the foregoing, funds of the Company
may be held in one or more accounts maintained by Affiliates of the Company or
its Members, provided that an accurate accounting of deposits and withdrawals on
behalf of the Company is maintained.

6

ARTICLE VIII

ASSIGNABILITY OF MEMBER'S INTERESTS

8.1 Permitted Transfers. If there is more than one Member of the Company,
interests in the Company may be transferred only with the unanimous written
consent of the Members.

ARTICLE IX

DISSOLUTION AND TERMINATION

9.1 Liquidating Events.

9.1.1 The Company shall dissolve and commence winding up and
liquidating upon the first to occur of any of the following ("Liquidating
Events"):

(i) The dissolution, winding up and liquidation of the Company is
approved by the unanimous consent of the Members;

(ii) A sale of all or substantially all of the assets of the
Company and the collection of the proceeds from such sale;

(iii) There are no Members, provided that the Company shall not
be liquidated in such event if, within 90 days of the event that terminated
the membership of the last remaining Member, the personal representative or
other successor in interest to such Member agrees in writing to continue
the Company and to be admitted as a Member,

(iv) The entry of a decree of judicial dissolution under Section
18-802 of the Act.

9.1.2 Notwithstanding any provision of the Act, the Company shall not
dissolve prior to the occurrence of a Liquidating Event.

9.2 Dissolution, Winding Up and Termination. Upon the occurrence of a
Liquidating Event, the Member shall have the full power and authority to proceed
with the liquidation of the Company and to take all steps which it may deem
necessary or desirable to wind up the Company's affairs, having for such purpose
all the powers referred to and provided for in Article VI appropriate to
accomplish the same and allowing for a reasonable time in order to minimize
losses attendant to the liquidation, so that the Company may be terminated in
accordance with the Act.

9.3 Distributions Upon Winding Up and Termination. The proceeds and assets
of the Company upon its winding up and termination shall be distributed and
applied in the following

7

order of priority, with no distribution being made in any category being set
forth below until each preceding category has been satisfied in full:

9.3.1 To creditors, including the Member and its Affiliates, to the
extent otherwise permitted by law, in satisfaction of liabilities of the Company
(whether by payment or the making of reasonable provision for payment thereof),
other than distributions to Members and former Members;

9.3.2 To Members and former Members in satisfaction of liabilities for
distributions under Sections 18-601 or 18-604 of the Act; and

9.3.3 To the Member (or, if there is more than one Member, to the
Members in accordance with their Percentage Interests).

ARTICLE X

MISCELLANEOUS

10.1 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the Member, its successors and assigns. Each and every
successor to the Member, whether such successor acquires its interest by way of
gift, purchase, foreclosure, or by any other method, shall hold such interest
subject to all of the terms and provisions of this Agreement.

10.2 Amendment. This Agreement may be amended from time to time by the
Member or, if there is more than one Member, by the Members holding a majority
of the Percentage Interests in the Company.

10.3 No Third Party Beneficiaries. None of the provisions of this Agreement
are intended to benefit, and none shall inure to the benefit of or be
enforceable by, any creditors of the Company or any other third parties.

10.4 Entire Agreement. This Agreement contains the entire limited liability
company agreement of the Company and supersedes all prior understandings and
agreements concerning the subject matter hereof.

10.5 Captions. Titles or captions of articles and sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision thereof.

10.6 Number and Gender. All pronouns used herein shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identity of the
Person or Persons may require in the context, and the singular form of nouns,
pronouns and verbs shall include the plural, and vice versa, whichever the
context may require.

8

10.7 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Member
has caused this Agreement to be duly executed as of the day and year first above
written.

MEMBER:

FR SADSBURY, LLC

By: First Industrial Development
Services, Inc., its sole member

By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Authorized Signatory

9

Exhibit 3.33

Certificate of Limited Partnership of FR Sadsbury General Partner, LP.
Certificate of Amendment to the Certificate of Limited Partnership of FR
Sadsbury General Partner, LP (changing name to EB Sadsbury General Partner, LP).

CERTIFICATE OF LIMITED PARTNERSHIP

OF

FR SADSBURY GENERAL PARTNER, LP

The undersigned, being desirous of forming a limited partnership
pursuant to the laws of the State of Delaware, does hereby certify as follows:

I. The name of the partnership is FR Sadsbury General Partner, LP (the
"Partnership").

II. The address of the Partnership's registered office in the State of
Delaware is: Suite 1200, 222 Delaware Avenue, City of Wilmington, County of New
Castle, DE 19801. The name of the Partnership's registered agent at such address
is ATA Corporate Services, Inc.

III. The name and address of the General Partner is as follows:

FR Sadsbury Second, LLC
c/o First Industrial Development Services, Inc.
200 Philips Drive
Exion, PA 19341

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:14 PM 10/14/2003
FILED 03:10 PM 10/14/2003
SRV 030659329 - 3715121 FILE

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership this 14th day of October, 2003.

By: FR Sadsbury Second, LLC,
its sole general partner

By: FR Sadsbury, LLC, a Delaware limited
liability company, its sole member

By: First Industrial Development
Services, Inc., a Maryland corporation,
its sole member

By: /s/ ROBERT H. MUIR
------------------------------------
ROBERT H. MUIR
Title: EXECUTIVE VICE PRESIDENT

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
FR SADSBURY GENERAL PARTNER, LP

The undersigned, desiring to amend the Certificate of Limited Partnership
of FR Sadsbury General Partner, LP, which was filed with the Secretary of State
of the State of Delaware on October 14, 2003, pursuant to the provisions of
Section 17-202 of the Revised Uniform Limited Partnership Act of the State of
Delaware, does hereby certify as follows:

FIRST: Article 1 of the Certificate of limited Partnership shall be amended
as follows:

"1. The name of the limited Partnership is hereby amended to be EB
Sadsbury General Partner, LP."

SECOND: Article 2 of the Certificate of Limited Partnership shall be
amended as follows:

"2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle, Delaware 19801. The name of the Partnership's registered
agent for service of process in the State of Delaware at such address
is The Corporation Trust Company."

THIRD: Article 3 of the Certificate of Limited Partnership shall be
amended as follows:

"3. The name and mailing address of the general partner is as follows:

EB Sadsbury Second, LLC
c/o Electronics Boutique of America, Inc.
931 South Matlack Street
West Chester, PA 19382*

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:32 PM 05/24/2005
FILED 12:32 PM 05/24/2005
SRV 050428056 - 3715121 FILE

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of this 23rd day of May, 2005.

EB SADSBURY SECOND, LLC, a Delaware
limited liability company, its sole 
general partner

By: Electronics Boutique of America 
Inc., a Pennsylvania corporation, 
its sole member

By: /s/ Illegible
--------------------------------
Name: Illegible
Title: Assistant Secretary

Exhibit 3.34

Limited Partnership Agreement of EB Sadsbury General Partner, LP, dated as of
May 23, 2005, by and between EB Sadsbury Second, LLC and Electronics Boutique of
America Inc.

AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
EB SADSBURY GENERAL PARTNER, LP

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of EB Sadsbury
General Partner, LP, a Delaware limited partnership (the "Partnership"), is made
as of the 23rd day of May, 2005, by and between EB Sadsbury Second, LLC, a
Delaware limited liability company, as general partner (the "General Partner"),
and Electronics Boutique of America Inc., a Pennsylvania corporation, as limited
partner (the "Limited Partner").

NOW, THEREFORE, intending to be legally bound hereby, and in consideration
of the mutual promises and covenants contained herein, the parties hereto agree
as follows:

ARTICLE I

CERTAIN DEFINITIONS

For purposes of this Agreement, and in addition to capitalized terms
defined elsewhere in this Agreement, the following terms shall have the meanings
ascribed below:

"Act" means the Delaware Revised Uniform Limited Partnership Act, as
amended from time to time.

Affiliate" means, with respect to any referenced Person, (i) a member of
such Person's immediate family; and (ii) any Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with the
Person in question. As used herein, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Agreement" means this Limited Partnership Agreement of EB Sadsbury General
Partner, LP, including all Exhibits hereto, as amended from time to time.

"Available Cash Flow" means such portion of the cash in hand or in bank
accounts of the Partnership as is determined by the General Partner to be
available for distribution to the Partners after payment of the current
liabilities, obligations and expenses of the Partnership, and after reasonable
provision has been made for reasonably required reserves.

"Code" means the Internal Revenue Code of 1986, as amended, including
corresponding provisions of succeeding law.

"Limited Partner" means a Person admitted to the Partnership as a limited
partner and "Limited Partners" means all Persons admitted to the Partnership as
limited partners.

"Partner" or "Partners," means, individually, a General Partner or a
Limited Partner, and collectively, the General Partner and all the Limited
Partners, including Persons admitted to the Partnership after the date hereof in
accordance with the terms hereof.

"Percentage Interests" means the relative percentages allocated to the
Partners as set forth on Exhibit A hereto, as the same may be amended from time
to time in accordance with this Agreement

"Person" means any individual, corporation, partnership, trust, limited
liability company or other organization or entity.

"Property Holding Partnership" means EB Sadsbury Property Holding, LP, a
Delaware limited partnership formed to hold certain parcels of real estate,
including the lands, buildings and other improvements now located or hereafter
constructed thereon, consisting of approximately 28 acres with all easements and
other rights benefiting such ground and all improvements thereon, if any,
situate in Sadsbury Township, Chester County, Pennsylvania.

"Regulations" means the Income Tax Regulations promulgated under the Code,
as such regulations may be amended from time to time.

ARTICLE II

GENERAL

2.1 Formation of Partnership.

2.1.1 The Partnership was formed as a limited partnership pursuant to
the Act by the filing of the certificate of limited partnership with the Office
of the Secretary of State of the State of Delaware on October 14, 2003. Except
as modified by this Agreement, the Partnership shall be governed by the Act.

2.2 Name of Partnership. The name of the Partnership is EB Sadsbury General
Partner, LP, or such other name as the General Partner may from time to time
determine, subject to the requirements of the Act and other applicable law.

2.3 Registered Office and Registered Agent. The initial registered agent
and registered office of the Partnership shall be Corporation Trust Center, 1209
Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered
agent and registered office of the Partnership may be changed from time to time
in the discretion of the General Partner, subject to the requirements of the
Act. The business of the Partnership may be conducted at such office or offices
as the General Partner may determine from time to time.

2.4 Purpose. The Partnership may do all things permitted to be done by
limited partnerships under the Act, and do all things necessary, convenient or
incidental to that purpose,

2.5 Term. The Partnership shall continue until dissolved pursuant to
Article IX. Dissolution of the Partnership shall occur only upon the occurrence
of one of an event specified in Article IX.

2

2.6 Tax Status. It is intended that, for federal income tax purposes, the
Partnership will be treated as a disregarded entity as long as it is deemed to
have only a single partner for federal income tax purposes, or as a partnership
if it is deemed to have more than a single partner for federal income tax
purposes. No election shall be made under the Regulations to treat the
Partnership as a corporation for federal income tax purposes unless all of the
Partners unanimously consent to the filing of such an election.

ARTICLE III

CAPITAL CONTRIBUTIONS

3.1 Contributions.

3.1.1 Each Partner shall contribute the cash or property set forth
opposite the name of such Partner on Exhibit A to the capital of the
Partnership.

3.1.2 Additional capital contributions shall be made as unanimously
agreed by the Partners, but no Partner shall be obligated to contribute any
additional capital to the Partnership, whether upon the liquidation of the
Partnership or otherwise. No Partner shall be obligated to restore the deficit
balance in its capital account in the Partnership.

3.2 No Withdrawals. No Partner shall have the right to withdraw or reduce
his contribution of capital to the Partnership. The General Partner shall have
no personal liability for repayment of the capital contributions of the limited
Partner.

ARTICLE IV

DISTRIBUTIONS

4.1 Available Cash Flow. Available Cash Flow, as determined by the General
Partner, shall be distributed to the Partners in proportion to their Percentage
Interests on an annual or more frequent basis as determined by the General
Partner.

4.2 Liquidation. Notwithstanding anything in this Agreement to the
contrary, upon the liquidating and winding up of the Partnership, distributions
to the Partners shall be made as set forth in Section 9.4.1 below.

ARTICLE V

ALLOCATIONS

5.1 General. If the Partnership is ever considered a partnership for
federal income tax purposes (rather than a disregarded entity), then, except as
otherwise required under section 704(b) pf the Code or the Regulations
promulgated thereunder, all income, gain, loss, deduction and credit of the
Partnership shall be allocated to the Partners in proportion to their respective
Percentage Interests.

3

ARTICLE VI

MANAGEMENT

6.1 General. The General Partner shall have the full and exclusive power on
the Partnership's behalf, and in its name, to manage, control, administer and
operate the business and affairs of the Partnership and to do or cause to be
done anything it deems necessary or appropriate to carry out the purposes of the
Partnership, as set forth in Section 2.4 above. Without limiting the generality
of the foregoing, the General Partner shall have the authority to make all
decisions regarding development, construction, lease, sale, exchange, retention,
financing or refinancing of any assets held by the Partnership, and whether the
proceeds realized from any sale, financing or similar transaction shall be
reinvested by the Partnership, used to pay Partnership obligations or
distributed to the Partners.

6.2 Compensation of the General Partners; Dealings with Affiliates.

6.2.1 The General Partner shall be entitled to receive reasonable
management fees for serving as General Partner hereunder; provided, however,
that such fees are no greater than would be paid to an unrelated party
performing comparable management services pursuant to an agreement negotiated at
arm's-length.

6.2.2 All reasonable costs and expenses paid to third parties and
incurred in connection with the business and affairs of the Partnership,
including without limitation, all legal, accounting and travel expenses, shall
be Partnership expenses, and the General Partner and its Affiliates shall be
entitled to reimbursement to the extent they pay any such expenses.

6.2.3 The General Partner shall be authorized to cause the Partnership
to obtain management services or other services from Affiliates of some or all
of the Partners. The Partnership shall be responsible for a reasonable portion
of office and overhead expenses with respect to office space mat the Partnership
shares with Affiliates of some or all of the Partners.

6.3 Other Interests of Partners. The General Partner shall devote to the
Partnership such time as reasonably may be required to manage the business and
affairs of the Partnership. In view of the exclusive and limited purposes of the
Partnership, no Partner, or any Affiliate of any Partner, shall have any
obligation to make any other investment or business opportunity available to the
Partnership or to any of its Partners. It is further expressly agreed that any
Partner and/or its Affiliates may engage in and possess interests in other
businesses and ventures of every nature and description, independently or with
others, and any such engagement will not constitute a breach of the Partners'
fiduciary duties to the Partnership, and neither the Partnership nor any Partner
shall have any rights by virtue of this Agreement or the existence of this
Partnership in and to such independent ventures or to the income or profits
derived therefrom.

6.4 Limitations on Limited Partners. Except as otherwise expressly set
forth herein, the Limited Partners (in such capacity) shall in no event (i) be
permitted to take part in the control of the business or affairs of the
Partnership; or (ii) have the authority or power, in the capacity of a Limited
Partner, to act as agent for or on behalf of the Partnership or any other

4

Partner to do any act which would be binding on the Partnership or any other
Partner, including without limitation the incurring of any expenditures on
behalf of the Partnership.

6.5 Liability of Limited Partners. The Limited Partner shall in no event be
liable personally for any of the debts or losses of the Partnership or of the
General Partner beyond the aggregate amount of agreed upon contributions to the
capital of the Partnership as provided in Article III.

6.6 Loans from or to Affiliates. Subject to any restrictions or limitations
contained in this Agreement, the Partnership shall be authorized (i) to borrow
funds from Affiliates of the Partnership or the Partners to the extent that
capital contributions made by the Partners and the proceeds of third party
borrowings shall not be sufficient for the purposes of the Partnership, and (ii)
to lend funds not required by the Partnership to Affiliates of the Partnership
and the General Partner, provided such loans provide for commercially reasonable
interest or are approved by the General Partners and the Limited Partner.

6.7 Additional Limitations and Covenants. Notwithstanding any provision
hereof or of any other document governing the formation, management or operation
of the Partnership to the contrary, and in addition to the other provisions set
forth in this Agreement, in order to preserve and ensure the separate and
distinct identity of the Partnership, the Partnership shall conduct its affairs
in accordance with the following provisions:

6.7.1 The Partnership shall operate its business separate and apart
from that of any of its Affiliates.

6.7.2 The Partnership shall maintain partnership records and books of
account separate from those of any Affiliate of the Partnership.

6.7.3 The Partnership shall conduct its own business in its own name.

6.7.4 The Partnership shall hold itself out as an entity separate from
any Affiliate.

ARTICLE VII

FISCAL MATTERS

7.1 Partnership Books: Access to Information.

7.1.1 The Partnership shall maintain at its principal office (as the
same may be designated by the General Partner from time to time) all records
required to be maintained at such office(s) under the Act or under any other
applicable law.

7.1.2 During regular business hours and upon reasonable notice, each
Partner and its duly authorized representatives shall have access to and may
inspect and copy any of such books and records.

5

7.2 Accounting and Tax Decisions. All decisions as to accounting and tax
matters shall be made by the General Partner. The General Partner may rely upon
the advice of the Partnership's counsel or accountants as to the appropriate
accounting and tax decisions. The General Partner may elect to treat certain
items differently for accounting purposes than the manner in which such items
are treated for tax purposes.

7.3 Bank Accounts. The General Partner shall be responsible for causing one
or more bank accounts to be maintained in the Partnership's name into which all
funds of the Partnership shall be deposited and from which payment of all
Partnership business expenditures shall be made. Notwithstanding the foregoing,
funds of the Partnership may be held in one or more accounts maintained by
Affiliates of the Partnership or its Partners, provided that an accurate
accounting of deposits and withdrawals on behalf of the Partnership is
maintained

ARTICLE VIII

ASSIGNABILITY OF PARTNER'S INTERESTS

8.1 Permitted Transfers. General or limited partnership interests in the
Partnership may be transferred only with the unanimous written consent of the
Partners.

ARTICLE IX

DISSOLUTION AND TERMINATION

9.1 Liquidating Events.

9.1.1 The Partnership shall dissolve and commence winding up and
liquidating upon the first to occur of any of the following ("Liquidating
Events"):

(i) The dissolution, winding up and liquidation of the
Partnership is approved by the unanimous consent of the Partners;

(ii) A sale of all or substantially all of the assets of the
Partnership and the collection of the proceeds from such sale;

(iii) An event of withdrawal, as defined in Section 17-402 of the
Act (or any successor provision), occurs with respect to the General
Partner (unless there is at least one remaining General Partner, in which
case the remaining General Partner(s) shall be authorized to continue the
Partnership); provided, however, that the Partnership shall not be
dissolved upon the withdrawal of the last remaining General Partner if,
within 90 days after such withdrawal, a majority in interest of the
remaining Partners agree in writing to continue the business of the
Partnership and to the appointment of one or more replacement general
partners;

(iv) The happening of any other event that makes it unlawful or
impossible to carry on the business of the Partnership; or

(v) In any event, at 11:59 p.m. on December 31, 2103.

6

9.1.2 The Partners hereby agree that, notwithstanding any provision of
the Act, the Partnership shall not dissolve prior to the occurrence of a
Liquidating Event. If it is determined by a court of competent jurisdiction that
the Partnership has dissolved prior to the occurrence of a Liquidating Event,
the Partners hereby agree to continue the business of the Partnership without a
winding up or liquidation.

9.2 Dissolution, Winding Up and Termination. Upon the occurrence of a
liquidating Event, the General Partner shall have the full power and authority
to proceed with the liquidation of the Partnership and to take all steps which
they may deem necessary or desirable to wind up the Partnership's affairs,
having for such purpose all the powers referred to and provided for in Article
VI appropriate to accomplish the same and allowing for a reasonable time in
order to minimize losses attendant to the liquidation, so that the Partnership
may be terminated in accordance with the Act. In the event that there is no
General Partner, the Limited Partner may designate one or more Partners or a
non-Partner or both to proceed with the liquidation of the Partnership's assets
and the termination of the Partnership. In the event that a liquidator is
designated pursuant to the preceding sentence, hereinafter in this Article all
references to the General Partner shall be deemed to refer to such liquidator.

9.3 Final Accounting. Upon such dissolution, an accounting shall be
prepared and furnished to each Partner to cover the period from the date of the
last previous accounting to the date of such dissolution. Upon completion or
distribution in accordance with Section 9.4, a further statement for the period
of dissolution shall be so prepared and furnished.

9.4 Distributions Upon Winding Up and Termination.

9.4.1 The proceeds from all assets of the Partnership upon its winding
up and termination shall be distributed and applied in the following order of
priority, with no distribution being made in any category being set forth below
until each preceding category has been satisfied in full:

(i) Payment of debts and liabilities of the Partnership (other
than amounts owing to Partners) and the expenses of liquidation; provided
however, that loans guaranteed by Partners or their Affiliates shall not be
considered as being made by such Partners, and provided further that the
General Partner shall have the right to designate the order in which
specific liabilities are to be satisfied out of Partnership assets, to the
extent permitted with reference to the order provided by law, in order to
minimize the risk of personal liability on the part of any Partner(s),
including the General Partner and its Affiliates.

(ii) Establishment of reserves deemed reasonably necessary to
cover contingent or unforeseen liabilities or obligations of the
Partnership or the General Partner arising out of or in connection with the
Partnership. These reserves may be held by the Partnership or paid over to
an attorney-in-law or a bank or trust company to be held in escrow for the
purpose of paying any such contingent or unforeseen liabilities or
obligations and at the expiration of such period as the General Partners
shall deem advisable, any then remaining balance shall be distributed as
the General Partner shall direct but in accordance with the order of
priority set forth below.

7

(iii) Repayment of all loans owing to the Partners, including
accrued but unpaid interest thereon.

(iv) To the Partners in proportion to their Percentage Interests.

9.4.2 Notwithstanding anything to the contrary in the Act or any other
statute or rule of law, no Partner shall have any right of priority over any
other Partner with respect to repayment of loans and advances or otherwise in
the application and distribution of the assets of the Partnership upon
dissolution as provided herein.

ARTICLE X

MISCELLANEOUS

10.1 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the Partners, their respective successors and assigns.
Each and every successor to any Partner, whether such successor acquires its
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this Agreement.

10.2 Amendment. This Agreement may only be amended upon the unanimous
approval of the Partners.

10.3 No Third Party Beneficiaries. None of the provisions of this Agreement
are intended to benefit, and none shall inure to the benefit of or be
enforceable by, any creditors of the Partnership or any other third parties.

10.4 Entire Agreement This Agreement contains the entire agreement between
the Partners and supersedes all prior understandings and agreements between them
concerning the subject matter hereof. No representations, warranties, conditions
or agreements pertaining to the subject matter of this Agreement have been made
by, or shall be binding upon, any of the Partners, except as expressly set forth
in this herein.

10.5 Captions. Titles or captions of articles and sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision thereof.

10.6 Number and Gender. All pronouns used herein shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identity of the
Person or Persons may require in the context, and the singular form of nouns,
pronouns and verbs shall include the plural, and vice versa, whichever the
context may require.

10.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original for all purposes, but all of
which taken together shall constitute only one agreement. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.

8

10.8 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

9

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Agreement to be duly executed under seal as of the day
and year first above written.

GENERAL PARTNER:

EB SADSBURY SECOND, LLC

By: Electronics Boutique of
America Inc., its sole member

By: /s/ Illegible
-----------------------------------
Name: Illegible
Title: Assistant Secretary

LIMITED PARTNER:

ELECTRONICS BOUTIQUE OF AMERICA INC.

By: /s/ Illegible
-----------------------------------
Name: Illegible
Title: Assistant Secretary

10

EXHIBIT "A"

PARTNERS, CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS

Capital     Percentage
Name and Address                           Contribution    Interest
----------------                           ------------   ----------

GENERAL PARTNER:

EB Sadsbury Second, LLC                      $   1.20         0.1%
c/o Electronics Boutique of America Inc.
931 South Matlack Street
West Chester, PA 19382

LIMITED PARTNER:

Electronics Boutique of America Inc.         $1198.80        99.9%
931 South Matlack Street
West Chester, PA 19382

Exhibit 3.35

Certificate of Limited Partnership of FR Sadsbury Property Holding, LP.
Certificate of Amendment to the Certificate of Limited Partnership
of FR Sadsbury Property Holding, LP (changing name to EB Sadsbury
Property Holding, LP).

FIRST INDUSTRIAL

CERTIFICATE OF LIMITED PARTNERSHIP

OF

FR SADSBURY PROPERTY HOLDING, LP

The undersigned, being desirous of forming a limited partnership
pursuant to the laws of the State of Delaware, does hereby certify as follows:

I. The name of the partnership is FR Sadsbury Property Holding, LP
(the "Partnership").

II. The address of the Partnership's registered office in the State of
Delaware is: Suite 1200, 222 Delaware Avenue, City of Wilmington, County of New
Castle, DE 19801. The name of The Partnership's registered agent at such address
is ATA Corporate Services, Inc.

III. The name and address of the General Partner is as follows:

FR Sadsbury General Partner, LP
c/o First Industrial Development
Services, Inc.
200 Philips Drive
Exton, PA 19341

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:18 PM 10/14/2003
FILED 03:15 PM 10/14/2003
SRV 030659353 - 3715127 FILE

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership this 14th day of October, 2003.

By: FR Sadsbury General Partner, LP,
its sole general partner

By: FR Sadsbury Second, LLC, a
Delaware limited liability company,
its sole member

By: FR Sadsbury, LLC, a Delaware
limited liability company, its
sole member

By: First Industrial Development
Services, Inc., a Maryland
corporation its sole member

By /s/ ROBERT H. MUIR
-------------------------------------
ROBERT H. MUIR
Title: EXECUTIVE VICE PRESIDENT

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
FR SADSBURY PROPERTY HOLDING, LP

The undersigned, desiring to amend the Certificate of Limited Partnership
of FR Sadsbury Property Holding, LP, which was filed with the Secretary of State
of the State of Delaware on October 14, 2003, pursuant to the provisions of
Section 17-202 of the Revised Uniform Limited Partnership Act of the State of
Delaware, does hereby certify as follows:

FIRST: Article 1 of the Certificate of Limited Partnership shall be amended
as follows:

"1. The name of the Limited Partnership is hereby amended to be EB
Sadsbury Property Holding, LP."

SECOND: Article 2 of the Certificate of Limited Partnership shall be
amended as follows:

"2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle, Delaware 19801. The name of the Partnership's registered
agent for service of process in the State of Delaware at such address
is The Corporation Trust Company."

THIRD: Article 3 of the Certificate of Limited Partnership shall be
amended as follows:

"3. The name and mailing address of the general partner is as follows:

EB Sadsbury General Partner, LP
c/o Electronics Boutique of America, Inc.
931 South Matlack Street
West Chester, PA 19382"

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:32 PM 05/24/2005
FILED 12:32 PM 05/24/2005
SRV 050428065 - 3715127 File

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of this 23rd day of May, 2005.

EB SADSBURY GENRAL PARTNER, LP, a
Delaware limited partnership, its sole
general partner

By EB Sadsbury Second LLC, a Delaware
limited liability company, its
general partner

By Electronics Boutique of America Inc.
a Pennsylvania corporation, its
sole member

By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Assistant Secretary

Exhibit 3.36

Limited Partnership Agreement of FR Sadsbury Property Holding, LP, dated as of
August 10, 2004, by and between FR Sadsbury General
Partner, LP and FR Sadsbury, LLC.

LIMITED PARTNERSHIP AGREEMENT
OF
FR SADSBURY PROPERTY HOLDING, LP

THIS LIMITED PARTNERSHIP AGREEMENT of FR Sadsbury Property Holding, LP, a
Delaware limited partnership (the "Partnership"), is made as of the 10th day of
August, 2004, by and between FR Sadsbury General Partner, LP, a Delaware limited
partnership, as general partner (the "General Partner"), and FR Sadsbury, LLC, a
Delaware limited liability company, as limited partner (the "Limited Partner").

NOW, THEREFORE, intending to be legally bound hererby, and in consideration
of the mutual promises and covenants contained herein, the parties hereto agree
as follows:

ARTICLE I

CERTAIN DEFINITIONS

For purposes of this Agreement, and in addition to capitalized terms
defined elsewhere in this Agreement, the following terms shall have the meanings
ascribed below:

"Act" means the Delaware Revised Uniform Limited Partnership Act, as
amended from time to time.

"Affiliate" means, with respect to any referenced Person, (i) a member of
such Person's immediate family; and (ii) any Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with the
Person in question. As used herein, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Agreement" means this Limited Partnership Agreement of FR Sadsbury
Property Holding, LP, including all Exhibits hereto, as amended from time to
time.

"Available Cash Flow" means such portion of the cash in hand or in bank
accounts of the Partnership as is determined by the General Partner to be
available for distribution to the Partners after payment of the current
liabilities, obligations and expenses of the Partnership, and after reasonable
provision has been made for reasonably required reserves.

"Code" means the Internal Revenue Code of 1986, as amended, including
corresponding provisions of succeeding law.

"Limited Partner" means a Person admitted to the Partnership as a limited
partner and "Limited Partners" means all Persons admitted to the Partnership as
limited partners.

"Partner" or "Partners," means, individually, a General Partner or a
Limited Partner, and collectively, the General Partner and all the Limited
Partners, including Persons admitted to the Partnership after the date hereof in
accordance with the terms hereof.

"Percentage Interests" means the relative percentages allocated to the
Partners as set forth on Exhibit A hereto, as the same may be amended from time
to time in accordance with this Agreement.

"Person" means any individual, corporation, partnership, trust, limited
liability company or other organization or entity.

"Real Property" means certain parcels of real estate, including the lands,
buildings and other improvements now located or hereafter constructed thereon,
consisting of approximately 28 acres with all easements and other rights
benefiting such ground and all improvements thereon, if any, situate in Sadsbury
Township, Chester County, Pennsylvania.

"Regulations" means the Income Tax Regulations promulgated under the Code,
as such regulations may be amended from time to time.

ARTICLE II

GENERAL

2.1 Formation of Partnership.

2.1.1 The Partnership was formed as a limited partnership pursuant to
the Act by the filing of the certificate of limited partnership with the Office
of the Secretary of State of the State of Delaware on October 14, 2003. Except
as modified by this Agreement, the Partnership shall be governed by the Act.

2.1.2 The General Partner shall execute such other documents and
perform such other acts as shall constitute compliance with all requirements for
the formation and operation of the Partnership pursuant to the Act and to
qualify to do business in the Commonwealth of Pennsylvania and any other
jurisdiction in which the Partnership conducts business.

2.2 Name of Partnership. The name of the Partnership is FR Sadsbury
Property Holding, LP, or such other name as the General Partner may from time to
time determine, subject to the requirements of the Act and other applicable law.

2.3 Registered Office and Registered Agent. The initial registered agent
and registered office of the Partnership shall be ATA Corporate Services, Inc.,
Suite 1200, 222 Delaware Avenue, Wilmington, Delaware. The registered agent and
registered office of the Partnership may be changed from time to time in the
discretion of the General Partner, subject to the requirements of the Act. The
business of the Partnership may be conducted at such office or offices as the
General Partner may determine from time to time.

-2-

2.4 Purpose. Notwithstanding any provision hereof or of any other document
governing the formation, management or operation of the Partnership to the
contrary, the nature of the business and of the purposes to be conducted and
promoted by the Partnership is to engage solely in the following activities:

2.4.1 To acquire, construct, own, hold, operate, maintain, lease,
manage, mortgage, assign, pledge, finance and dispose of the Real Property;

2.4.2 To engage in any activity, to enter into, perform and carry out
any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust
assignment of lease, security agreement, or financing statement of any kind, and
to borrow money and issue evidences of indebtedness, whether or not secured by
liens, in connection with the foregoing purpose;

2.4.3 To engage in and conduct such other activities directly related
to the foregoing purpose as may be necessary, advisable, or appropriate, in the
reasonable opinion of the General Partner to further the foregoing purpose; and

2.4.4 To exercise any powers permitted under the Act which are
incidental to the foregoing or necessary or appropriate to accomplish the
foregoing.

The Partnership shall not engage in any business or activity other than as
permitted in this Section 2.4.

2.5 Term. The Partnership shall continue until dissolved pursuant to
Article IX. Dissolution of the Partnership shall occur only upon the occurrence
of one of an event specified in Article IX.

2.6 Tax Status. It is intended that, for federal income tax purposes, the
Partnership will be treated as a disregarded entity as long as it is deemed to
have only a single partner for federal income tax purposes, or as a partnership
if it is deemed to have more than a single partner for federal income tax
purposes. No election shall be made under the Regulations to treat the
Partnership as a corporation for federal income tax purposes unless all of the
Partners unanimously consent to the filing of such an election.

-3-

ARTICLE III

CAPITAL CONTRIBUTIONS

3.1 Contributions.

3.1.1 Each Partner shall contribute the cash or property set forth
opposite the name of such Partner on Exhibit A to the capital of the
Partnership.

3.1.2 Additional capital contributions shall be made as unanimously
agreed by the Partners, but no Partner shall be obligated to contribute any
additional capital to the Partnership, whether upon the liquidation of the
Partnership or otherwise. No Partner shall be obligated to restore the deficit
balance in its capital account in the Partnership.

3.2 No Withdrawals. No Partner shall have the right to withdraw or
reduce his contribution of capital to the Partnership. The General Partner shall
have no personal liability for repayment of the capital contributions of the
Limited Partner.

ARTICLE IV

DISTRIBUTIONS

4.1 Available Cash Flow. Available Cash Flow, as determined by the General
Partner, shall be distributed to the Partners in proportion to their Percentage
Interests on an annual or more frequent basis as determined by the General
Partner.

4.2 Liquidation. Notwithstanding anything in this Agreement to the
contrary, upon the liquidating and winding up of the Partnership, distributions
to the Partners shall be made as set forth in Section 9.4.1 below.

ARTICLE V

ALLOCATIONS

5.l General. If the Partnership is ever considered a partnership for
federal income tax purposes (rather than a disregarded entity), then, except as
otherwise required under section 704(b) of the Code or the Regulations
promulgated thereunder, all income, gain, loss, deduction and credit of the
Partnership shall be allocated to the Partners in proportion to their respective
Percentage Interests.

-4-

ARTICLE VI

MANAGEMENT

6.1 General. The General Partner shall have the full and exclusive power on
the Partnership's behalf, and in its name, to manage, control, administer and
operate the business and affairs of the Partnership and to do or cause to be
done anything it deems necessary or appropriate to carry out the purposes of the
Partnership, as set forth in Section 2.4 above. Without limiting the generality
of the foregoing, the General Partner shall have the authority to make all
decisions regarding development, construction, lease, sale, exchange, retention,
financing or refinancing of any assets held by the partnership and whether the
proceeds realized from any sale, financing or similar transaction shall be
reinvested by the Partnership, used to pay Partnership obligations or
distributed to the Partners.

6.2 Compensation of the General Partners; Dealings with Affiliates.

6.2.1 The General Partner shall be entitled to receive reasonable
management fees for serving as General Partner hereunder, provided, however,
that such fees are no greater than would be paid to an unrelated party
performing comparable management services pursuant to an agreement negotiated at
arm's-length.

6.2.2 All reasonable costs and expenses paid to third parties and
incurred in connection with the business and affairs of the Partnership,
including without limitation, ail legal, accounting and travel expenses, shall
be Partnership expenses, and the General Partner and its Affiliates shall be
entitled to reimbursement to the extent they pay any such expenses.

6.2.3 The General Partner shall be authorized to cause the Partnership
to obtain management services or other services from Affiliates of some or all
of the Partners. The Partnership shall be responsible for a reasonable portion
of office and overhead expenses with respect to office space that the
Partnership shares with Affiliates of some or all of the Partners.

6.3 Other Interests of Partners. The General Partner shall devote to the
Partnership such time as reasonably may be required to manage the business and
affairs of the Partnership. In view of the exclusive and limited purposes of the
Partnership, no Partner, or any Affiliate of any Partner, shall have any
obligation to make any other investment or business opportunity available to the
Partnership or to any of its Partners. It is further expressly agreed mat any
Partner and/or its Affiliates may engage in and possess interests in other
businesses and ventures of every nature and description, independently or with
others, and any such engagement will not constitute a breach of the Partners'
fiduciary duties to the Partnership, and neither the Partnership nor any Partner
shall have any rights by virtue of this Agreement or the existence of this
Partnership in and to such independent ventures or to the income or profits
derived therefrom.

6.4 limitations on limited Partners. Except as otherwise expressly set
forth herein, the Limited Partners (in such capacity) shall in no event (i) be
permitted to take part in the control of the business or affairs of the
Partnership; or (ii) have the authority or power, in the

-5-

capacity of a limited Partner, to act as agent for or on behalf of the
Partnership or any other Partner to do any act which would be binding on the
Partnership or any other Partner, including without limitation the incurring of
any expenditures on behalf of the Partnership.

6.5 liability of limited Partners. The limited Partner shall in no event be
liable personally for any of the debts or losses of the Partnership or of the
General Partner beyond the aggregate amount of agreed upon contributions to the
capital of the Partnership as provided in Article III.

6.6 Loans from or to Affiliates. Subject to any restrictions or limitations
contained in this Agreement, the Partnership shall be authorized (i) to borrow
funds from Affilates of the Partnership or the Partners to the extent that
capital contributions made by the Partners and the proceeds of third party
borrowings shall not be sufficient to acquire and improve the Real Property, or
to make debt payments due to third parties, and (ii) to lend funds not required
by the Partnership to Affiliates of the Partnership and the General Partner,
provided such loans provide for commercially reasonable interest or are approved
by the General Partners and the Limited Partner.

6.7 Additional Limitations and Covenants. Notwithstanding any provision
hereof or of any other document governing the formation, management or operation
of the Partnership to the contrary, and in addition to the other provisions set
forth in this Agreement, in order to preserve and ensure the separate and
distinct identity of the Partnership, the Partnership shall conduct its affairs
in accordance with the following provisions:

6.7.1 The Partnership shall operate its business separate and apart
from that of any of its Affiliates.

6.7.2 The Partnership shall maintain partnership records and books of
account separate from those of any Affiliate of the Partnership.

6.7.3 The Partnership shall conduct its own business in its own name.

6.7.4 The Partnership shall hold itself out as an entity separate from
any Affiliate.

-6-

ARTICLE VII

FISCAL MATTERS

7.1 Partnership Books; Access to Information.

7.1.1 The Partnership shall maintain at its principal office (as the
same may be designated by the General Partner from time to time), full and
accurate books of the Partnership, which shall fully reflect each of its
transactions, including the cash distributions and allocations provided for in
Articles IV and V, and all other records necessary for recording the
Partnership's business or required to be maintained at such office(s) under the
Act or under any other applicable law.

7.1.2 Daring regular business hours and upon reasonable notice, each
Partner and its duly authorized representatives shall have access to and may
inspect and copy any of such books and records.

7.2 Tax Returns and Financial Statements. The General Partner shall cause
any necessary federal, state and local income tax returns and reports required
of the Partnership to be prepared and timely filed. The Partners agree that in
preparing and filing their tax returns they will report all tax items relating
to the Partnership in a manner consistent with the reporting of such items on
the Partnership's tax returns and reports.

7.3 Accounting and Tax Decisions. All decisions as to accounting and tax
matters Shall be made by the General Partner. The General Partner may rely upon
the advice of the Partnership's counsel or accountants as to the appropriate
accounting and tax decisions. The General Partner may elect to treat certain
items differently for accounting purposes than the manner in which such items
are treated for tax purposes.

7.4 Bank Accounts. The General Partner shall be responsible for causing one
or more bank accounts to be maintained in the Partnership's name into which all
funds of the Partnership shall be deposited and from which payment of all
Partnership business expenditures shall be made. Notwithstanding the foregoing,
funds of the Partnership may be held in one or more accounts maintained by
Affiliates of the Partnership or its Partners, provided that an accurate
accounting of deposits and withdrawals on behalf of the Partnership is
maintained.

ARTICLE VIII

ASSIGNABILITY OF PARTNER'S INTERESTS

8.1 Permitted Transfers. General or limited partnership interests in
the Partnership may be transferred only with the unanimous written consent of
the Partners.

-7-

ARTICLE IX

DISSOLUTION AND TERMINATION

9.1 Liquidating Events.

9.1.1 The Partnership shall dissolve and commence winding up and
liquidating upon the first to occur of any of the following ("Liquidating
Events"):

(i) The dissolution, winding up and liquidation of the
Partnership is approved by uanimous consent of the Partners;

(ii) A sale of all or substantially all of the assets of the
Partnership and the collection of the proceeds from such sale;

(iii) An event of withdrawal, as defined in Section 17-402 of the
Act (or any successor provision), occurs with respect to the General
Partner (unless there is at least one remaining General Partner, in which
case the remaining General Partner(s) shall be authorized to continue the
Partnership); provided, however, that the Partnership shall not be
dissolved upon the withdrawal of the last remaining General Partner if,
within 90 days after such withdrawal, a majority in interest of the
remaining Partners agree in writing to continue the business of the
Partnership and to the appointment of one or more replacement general
partners;

(iv) The happening of any other event that makes it unlawful or
impossible to carry on the business of the Partnership; or

(v) In any event, at 11:59 p.m. on December 31, 2103.

9.1.2 The Partners hereby agree that, notwithstanding any provision of
the Act, the Partnership shall not dissolve prior to the occurrence of a
Liquidating Event. If it is determined by a court of competent jurisdiction that
the Partnership has dissolved prior to the occurrence of a liquidating Event,
the Partners hereby agree to continue the business of the Partnership without a
winding up or liquidation.

9.2 Dissolution, Winding Up and Termination. Upon the occurrence of a
liquidating Event, the General Partner shall have the full power and authority
to proceed with the liquidation of the Partnership and to take all steps which
they may deem necessary or desirable to wind up the Partnership's affairs,
having for such purpose all the powers referred to and provided for in Article
VI appropriate to accomplish the same and allowing for a reasonable time in
order to minimize losses attendant to the liquidation, so that the Partnership
may be terminated in accordance with the Act. In the event that there is no
General Partner, the limited Partner may designate one or more Partners or a
non-Partner or both to proceed with the liquidation of the Partnership's assets
and the termination of the Partnership. In the event that a liquidator is

-8-

designated pursuant to the preceding sentence, hereinafter in this Article all
references to the General Partner shall be deemed to refer to such liquidator.

9.3 Final Accounting. Upon such dissolution, an accounting shall be
prepared and furnished to each Partner to cover the period from the date of the
last previous accounting to the date of such dissolution. Upon completion or
distribution in accordance with Section 9.4, a further statement for the period
of dissolution shall be so prepared and furnished.

9.4 Distributions Upon Winding Up and Termination.

9.4.1 The proceeds from all assets of the Partnership upon its winding
up and termination shall be distributed and applied in the following order of
priority, with no distribution being made in any category being set forth below
until each preceding category has been satisfied in full:

(i) Payment of debts and liabilities of the Partnership (other
than amounts owing to Partners) and the expenses of liquidation; provided
however, that loans guaranteed by Partners or their Affiliates shall not be
considered as being made by such Partners, and provided further that the
General Partner shall have the right to designate the order in which
specific liabilities are to be satisfied out of Partnership assets, to the
extent permitted with reference to the order provided by law, in order to
minimize the risk of personal liability on the part of any Partner(s),
including the General Partner and its Affiliates.

(ii) Establishment of reserves deemed reasonably necessary to
cover contingent or unforeseen liabilities or obligations of the
Partnership or the General Partner arising out of or in connection with the
Partnership. These reserves may be held by the Partnership or paid over to
an attorney-in-law or a bank or trust company to be held in escrow for the
purpose of paying any such contingent or unforeseen liabilities or
obligations and at the expiration of such period as the General Partners
shall deem advisable, any then remaining balance shall be distributed as
the General Partner shall direct but in accordance with the order of
priority set forth below.

(iii) Repayment of all loans owing to the Partners, including
accrued but unpaid interest thereon.

(iv) To the Partners in proportion to their Percentage Interests.

9.4.2 Notwithstanding anything to the contrary in the Act or any other
statute or rule of law, no Partner shall have any right of priority over any
other Partner with respect to repayment of loans and advances or otherwise in
the application and distribution of the assets of the Partnership upon
dissolution as provided herein.

-9-

ARTICLE X

MISCELLANEOUS

10.1 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the Partners, their respective successors and assigns.
Each and every successor to any Partner, whether such successor acquires its
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this Agreement.

10.2 Amendment. This Agreement may only be amended upon the unanimous
approval of the Partners.

10.3 No Third Party Beneficiaries. None of the provisions of this Agreement
are intended to benefit, and none shall inure to the benefit of or be
enforceable by, any creditors of the Partnership or any other third parties.

10.4 Entire Agreement. This Agreement contains the entire agreement between
the Partners and supersedes all prior understandings and agreements between them
concerning the subject matter hereof. No representations, warranties, conditions
or agreements pertaining to the subject matter of this Agreement have been made
by, or shall be binding upon, any of the Partners, except as expressly set forth
in this herein.

10.5 Captions. Titles or captions of articles and sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision thereof.

10.6 Number and Gender. All pronouns used herein shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identity of the
Person or Persons may require in the context, and the singular form of nouns,
pronouns and verbs shall include the plural, and vice versa, whichever the
context may require.

10.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original for all purposes, but all of
which taken together shall constitute only one agreement. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.

10.8 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

-10-

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Agreement to be duly executed under seal as of the day
and year first above written.

GENERAL PARTNER:

FR SADSBURY GENERAL PARTNER, LP

By: FR Sadsbury Second, LLC,
its general partner

By: FR Sadsbury, LLC,
its sole member

By: First Industrial Development
Services, Inc., its sole member

By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Authorized Signatory

LIMITED PARTNER:

FR SADSBURY, LLC

By: First Industrial Development
Services, Inc., its sole member

By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Authorized Signatory

-11-

Exhibit 3.37

Certificate of Incorporation of EB International Holdings, Inc.

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/21/2001
010138347 - 3371190

CERTIFICATE OF INCORPORATION

OF

EB INTERNATIONAL HOLDINGS, INC.

* * * * * * * * * * * * *

1. The name of the corporation is: EB International Holdings, Inc.

2. The address of its registered office in the State of Delaware, 15 E.
North Street, in the City of Dover. The name of its registered agent at such
address is Incorporating Services, Ltd.

3. The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1000). all of which shall be common stock,
$.01 par value.

5. The name and mailing address of the incorporator is as follows:

Daneen E. Downey
c/o Klehr Harrison Harvey Branzburg & Ellers, LLP
260 S. Broad St., Philadelphia, PA 19102

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, alter or repeal the
By-Laws of the Corporation.

8. Elections of directors need not be by written ballot unless the By-laws
of the corporation shall so provide.

9. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

10. 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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hands this 21st day of March, 2001.

/s/ Daneen E. Downey
----------------------------------------
Daneen E. Downey, Incorporator

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/29/2001
010322357 - 3371190

STATE OF DELAWARE
CERTIFICATE OF CHANGE
OF REGISTERED AGENT AND/OR
REGISTERED OFFICE

The Board of Directors of EB International Holding, Inc., a Corporation of
Delaware, on this 17th day of May, A.D., 2001, do hereby resolve and order that
the location of the Registered Agent of this Corporation within the State be,
and the same hereby is 103 Foulk Road, Suite 200, in the City of Wilmington,
County of New Castle, DE 19803.

The name of the Registered Agent therein and in charge thereof upon whom process
against this Corporation may be served, is Entity Services Group, LLC
(#9272016).

EB International Holding, Inc., a Corporation of Delaware, does hereby certify
that the foregoing is a true copy of a resolution adopted by the Board of
Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
an authorized officer, the 17th day of May, 2001.

By: /s/ Kari L. Johnson
-----------------------------------
Name: Kari L. Johnson
Title: Assistant Secretary

Exhibit 3.38

Certificate of Merger of E.B. International, Inc. with and into
EB International Holdings, Inc.

CERTIFICATE OF MERGER

OF

E.B. INTERNATIONAL, INC.

WITH AND INTO

EB INTERNATIONAL HOLDINGS, INC.

**********

The undersigned corporation

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:

NAME                              STATE OF INCORPORATION
----                              ----------------------

E.B. International, Inc.          Pennsylvania
EB International Holdings, Inc.   Delaware

SECOND: That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is EB
International Holdings, Inc., a Delaware corporation.

FOURTH: That the Certificate of incorporation of EB International Holdings,
Inc., a Delaware corporation which is surviving the merger, shall be the
Certificate of Incorporation of the surviving corporation.

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:31 PM 11/15/2001
010578217 - 3371190

FIFTH: That the executed Agreement of Merger is on file at an office of the
surviving corporation, the address of which is 931 S. Matlack Street, West
Chester, PA 19803.

SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

SEVENTH: The authorized capital stock of each foreign corporation which is
a party to the merger is as follows:

Corporation                 Class   Number of Shares   Par value per share
-----------                 -----   ----------------   -------------------

E.B. International, Inc.    Common        1000                $1.00

EIGHTH: That this Certificate of Merger shall be effective on upon filing.

Dated: November 13th, 2001.

EB INTERNATIONAL HOLDINGS, INC.

By: /s/ Illegible
------------------------------------
Name: Illegible
Title: President

Exhibit 3.39

Bylaws of EB International Holdings, Inc.

BYLAWS

OF

EB INTERNATIONAL HOLDINGS, INC.

OFFICES

Section 1. Registered Office. The registered office of EB International
Holdings, Inc. (the "Corporation") in the State of Delaware shall be 103 Foulk
Road, Suite 202, in the City of Wilmington, County of New Castle, State of
Delaware. The name of the registered agent at such address is Entity Services,
LLC,

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 of the Corporation (the "Board of Directors") may from time to time
determine or the business of the Corporation may require.

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders 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.

The Board of Directors may, in its sole discretion, determine that the
meeting shall not be held at any place, but may instead be held solely by means
of remote communication as authorized by Section 211(a)(2) of the Delaware
General Corporation Law. If so authorized, and subject to such guidelines and
procedures as the Board of Directors may adopt, stockholders and proxyholders
not physically present at a meeting of stockholders may, by means of remote
communication, participate in a meeting of stockholders and be deemed present in
person and vote at a meeting of stockholders whether such meeting is to be held
at a designated place or solely by means of remote communication, provided that
(i) the corporation shall implement reasonable measures to verify that each
person deemed present and permitted to vote at the meeting by means of remote
communication is a stockholder or proxyholder, (ii) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(iii) if any stockholder or proxyholder

votes or takes other action at the meeting by means of remote communication, a
record of such vote or other action shall be maintained by the corporation.

Section 2. Annual Meetings. The annual meeting of stockholders shall be
held on such date and at such time as may be fixed by the Board of Directors and
stated in the notice of the meeting, for the purpose of electing directors and
for the transaction of only such other business as is properly brought before
the meeting in accordance with these Bylaws.

Written notice of the annual meeting stating the place if any, date and
hour of the meeting, and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting, shall be given to each stockholder entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the annual meeting.

To be properly brought before the annual meeting, business must be either
(i) specified in the notice of annual meeting (or any supplement or amendment
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
brought before the annual meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the annual meeting by a
stockholder. In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
sixty (60) days nor more than ninety (90) days prior to the meeting; provided,
however, that in the event that less than seventy (70) days notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders, notice by a stockholder, to be timely, must be received no later
than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. A stockholder's notice to the
Secretary shall set forth (a) as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, and (ii) any material interest of the
stockholder in such business, and (b) as to the stockholder giving the notice
(i) the name and record address of the stockholder and (ii) the class, series
and number of shares of capital stock of the Corporation which are beneficially
owned by the stockholder. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Article II, Section 2. The
officer of the Corporation presiding at an annual meeting shall, if the facts
warrant, determine and declare to the annual meeting that business was not
properly brought before the annual meeting in accordance with the provisions of
this Article II, Section 2, and if such officer should so determine, such
officer shall so declare to the annual meeting and any such business not
properly brought before the meeting shall not be transacted.

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Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by the Delaware General
Corporation Law, any other applicable law, or by the certificate of
incorporation of the Corporation (the "Certificate of Incorporation"), may only
be called by a majority of the entire Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President, and shall be called by the
President or Secretary at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

Unless otherwise provided by law, written notice of a special meeting
stating the place if any, date and hour of the meeting, and the means of remote
communication, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting, and the purpose or purposes for
which the meeting is called, shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting, to each stockholder entitled to
vote at such meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

Section 4. Quorum. 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 except as otherwise provided by the Delaware General
Corporation Law, any other applicable law or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the holders of a majority of the votes entitled
to be cast by the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting to another time or
place, without notice other than announcement at the meeting of the time, place,
if any, thereof, and the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such adjourned meeting. 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 (30) 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, the rules or regulations of any stock exchange applicable to the
Corporation or these Bylaws, any question (other than the election of directors)
brought before any meeting of stockholders shall be decided by the vote of the
holders of a majority of the stock represented and entitled to vote thereat. At
all meetings of stockholders for the election of directors, a plurality of the
votes cast shall be sufficient to elect.

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, unless otherwise provided by the Certificate of
Incorporation. Each stockholder entitled to vote at a

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meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize any person or persons to act for him by
proxy. All proxies shall be executed in writing and shall be filed with the
Secretary of the Corporation not later than the day on which exercised. No proxy
shall be voted or acted upon after three (3) years from its date, unless the
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 or her discretion,
may require that any votes cast at such meeting shall be cast by written ballot.
All elections of directors shall be by written ballot, unless otherwise provided
in the Certificate of Incorporation; if authorized by the Board of Directors,
such requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission, provided that any such transmission must either set
forth or be submitted with information from which it can be determined that the
electronic transmission was authorized by the stockholder or proxyholder.

Section 6. Action of Shareholders Without Meeting. Unless otherwise
provided by the Certificate of Incorporation, any action required to be taken at
any annual or special meeting of stockholders, or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, and shall be delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. 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.

A telegram, cablegram, or other electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes herein, provided that
any such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the corporation can determine (A) that the
telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxyholder or by a person or persons authorized to act for the
stockholder or proxyholder and (B) the date on which such stockholder or
proxyholder or authorized persons or persons transmitted such telegram,
cablegram or other electronic transmission. The date on which such telegram,
cablegram or electronic transmission is transmitted shall be deemed to be the
date on which such consent was signed.

4

Unless the Board of Directors by means of resolution provides otherwise, no
consent given by telegram, cablegram, or electronic transmission shall be deemed
to have been delivered until such consent is reproduced in paper form and until
such paper form shall be delivered in accordance with Section 228 of the
Delaware General Corporation Law or any other applicable statute, to the
corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all such
purposes for which the original writing could be used, provided that such copy,
facsimile or other reproduction shall be a complete reproduction of the entire
original writing.

Section 7. Voting List. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten (10) 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 for a period of at least ten days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of business of
the corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

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.

Section 9. Adjournment. Any meeting of the stockholders, including one at
which directors are to be elected, may be adjourned for such periods as the
presiding officer of the meeting or the stockholders present in person or by
proxy and entitled to vote shall direct.

ARTICLE II

DIRECTORS

5

Section 1. Powers; Number; Qualifications. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by Delaware General Corporation
Law or in the Certificate of Incorporation. The Board of Directors shall have
the power to renounce any interest or expectancy of the corporation in, or in
being offered an opportunity to participate in, specified business opportunities
or specified classes or categories of business opportunities that are presented
to the corporation or one or more of its officers, directors, or stockholders.
The exact number of directors shall be fixed from time to time, within the
limits specified in the Certificate of Incorporation or by the Board of
Directors. Directors need not be stockholders of the Corporation.

Section 2. Election; Term of Office; Resignation; Removal; Vacancies. Each
director shall hold office until the next annual meeting of stockholders at
which the term of the class to which he has been elected expires and until such
director's earlier resignation, removal from office, death or incapacity. Any
director or the entire Board of Directors may be removed, but only for cause, by
the holders of a majority of the shares then entitled to vote at an election of
directors. Unless otherwise provided in the Certificate of Incorporation,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors or from any other cause may be filled by a
majority of the directors then in office, although less than a quorum, or by a
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 shall be duly elected
and shall qualify, or until such director's earlier resignation, removal from
office, death or incapacity.

Section 3. Nominations. Nominations of persons for election to the Board of
Directors of the Corporation at a meeting of stockholders of the Corporation may
be made at such meeting by or at the direction of the Board of Directors, by any
committee or persons appointed by the Board of Directors or by any stockholder
of the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Article III, Section
3. Such nominations by any stockholder shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the meeting; provided however, that in the event that less
than seventy (70) days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder, to be
timely, must be received no later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person, and (d) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
the Rules

6

and Regulations of the Securities and Exchange Commission under Section 14 of
the Securities Exchange Act of 1934, as amended, and (ii) as to the stockholder
giving the notice (a) the name and record address of the stockholder and (b) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein. The officer of the Corporation presiding at an annual meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

Section 4. Meetings,. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held immediately after and at the same place as the meeting of the stockholders
at which it as elected and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall 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, the Chief Executive Officer or the
President, or a majority of the entire Board of Directors. 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, facsimile 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 Bylaws, at all meetings of the Board
of Directors or any committee thereof, a majority of the entire Board of
Directors or such committee, as the case may be, 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 or of any committee thereof, a majority of the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board of Directors Without Meeting. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, 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 members of the
Board or committee, as the case may be, consent thereto in writing or electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or
committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.

7

Section 7. Removal of Directors by Stockholders. The entire Board of
Directors or any individual director may be removed from office with or without
cause by a majority vote of the holders of the outstanding shares then entitled
to vote at an election of directors. In case the Board of Directors or any one
or more directors be so removed, new directors may be elected at the same time
for the unexpired portion of the full term of the director or directors so
removed.

Section 8. Resignations. Any director may resign at any time upon notice
given in writing or by electronic transmission to the Board of Directors or to
the Chief Executive Officer or the Secretary of the Corporation, Such
resignation shall take effect at the time of its receipt by the Corporation
unless another time be fixed in the resignation, in which case it shall become
effective at the time so fixed. Unless otherwise specified therein, the
acceptance of a resignation shall not be required to make it effective.

Section 9. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. In the absence or disqualification of a member of a committee, 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 such absent or disqualified member. Any such committee, to the extent
provided by law and in the resolution of the Board of Directors establishing
such committee, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution or amending the Bylaws of the Corporation; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock
or to adopt a certificate of ownership and merger. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

Section 10. 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
amount (in cash or other form of consideration) 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 11. 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

8

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 transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to tie 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.

Section 12. Meetings by Means of Conference Telephone or Other
Communications Equipment. Members of the Board of Directors or any committee
designed by the Board of Directors may participate in a meeting of the Board of
Directors or of a committee of the Board of Directors by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this subsection shall constitute presence in person at such meeting.

ARTICLE III

OFFICERS

Section 1. General. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of: a Chairman of the Board; a Chief
Executive Officer; a President; a Secretary; and a Treasurer. The Board of
Directors, in its discretion, may also elect one or more Vice Presidents
(including Executive Vice Presidents and Senior Vice Presidents), Assistant
Secretaries, Assistant Treasurers, a Controller and such other officers as in
the judgment of the Board of Directors may be necessary or desirable. Any number
of offices may be held by the same person and more than one person may hold the
same office, unless otherwise prohibited by law, the Certificate of
Incorporation or these Bylaws. 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. Except as

9

otherwise provided in this Article IV, 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 who are
directors 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 Chairman of the Board, Chief Executive Officer,
President or any Vice President, and any such officer may, in the name 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 powers 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. The Chairman of the Board shall be a
member of the Board of Directors and shall preside at all meetings of the Board
of Directors. The Chairman of the Board of Directors shall exercise and perform
such duties and have such powers as may be prescribed by the Board of Directors
or these Bylaws, all in accordance with basic policies as established by and
subject to the oversight of the Board of Directors.

Section 5. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall supervise, coordinate and manage the Corporation's business
and activities and supervise, coordinate and manage its operating expenses and
capital allocation, shall have general authority to exercise all the powers
necessary for the Chief Executive Officer of the Corporation and shall perform
such other duties and have such other powers as may be prescribed by the Board
of Directors or these Bylaws, all in accordance with basic policies as
established by and subject to the oversight of the Board of Directors. In the
absence or disability of the Chairman of the Board, the duties of the Chairman
of the Board shall be performed and the Chairman of the Board's authority may be
exercised by the Chief Executive Officer and, in the event the Chief Executive
Officer is absent or disabled, such duties shall be performed and such authority
may be exercised by a director designated for such purpose by the Board of
Directors.

Section 6. President. The President shall have general authority to
exercise all the powers necessary for the President of the Corporation and shall
perform such other duties and have such other powers as may be prescribed by the
Board of Directors or these Bylaws, all in accordance with basic policies as
established by and subject to the oversight of the Board of Directors, the
Chairman of the Board and the Chief Executive Officer. In the absence or
disability of the Chairman of the Board and Chief Executive Officer, the duties
of the Chairman of the Board shall be performed and the Chairman of the Board's
authority may be exercised by

10

the President and, in the event the President is absent or disabled, such duties
shall be performed and such authority may be exercised by a director designated
for such purpose by the Board of Directors.

Section 7. Vice Presidents. At the request of the President or in the
absence of each of the Chairman of the Board, Chief Executive Officer and
President, or in the event of their inability or refusal to act, 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 Chairman
of the Board, Chief Executive Officer and/or President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon such
offices (other than as Chairman of the Board). 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 Vice President, the Board of Directors
shall designate the officer of the Corporation who, in the absence of each of
the Chairman of the Board, Chief Executive Officer and President or in the event
of the inability or refusal of such officers to act, shall perform the duties of
such offices (other than as Chairman of the Board), and when so acting, shall
have all the powers of and be subject to all the restrictions upon such offices
(other than as Chairman of the Board).

Section 8. 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 that 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, the Chairman of the Board, the
Chief Executive Officer or the President, under whose supervision the Secretary
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, then any Assistant Secretary shall perform such actions. If there be
no Assistant Secretary, then the Board of Directors, the Chairman of the Board,
the Chief Executive Officer 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.

Section 9. 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

11

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 10. Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be 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 Chairman of the Board, the Chief Executive Officer, 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 11. Assistant Treasurers. Assistant Treasurers, if there be 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 Chairman of the Board, the Chief
Executive Officer, 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 12. Controller. The Controller shall establish and maintain the
accounting records of the Corporation in accordance with generally accepted
accounting principles applied on a consistent basis, maintain proper internal
control of the assets of the Corporation and shall perform such other duties as
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President of the Corporation may prescribe.

Section 13. 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
may 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.

12

Section 14. Vacancies. The Board of Directors shall have the power to fill
any vacancies in any office occurring from whatever reason.

Section 15. Resignations. Any officer may resign at any time by submitting
his written resignation to the Corporation. Such resignation shall take effect
at the time of its receipt by the Corporation, unless another time be fixed in
the resignation, in which case it shall become effective at the time so fixed.
The acceptance of a resignation shall lot be required to make it effective.

Section 16. Removal. Subject to the provisions of any employment agreement
approved by the Board of Directors, any officer of the Corporation may be
removed at any time, with or without cause, by the Board of Directors.

ARTICLE IV

CAPITAL 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 Chief Executive Officer, the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.

Section 2. Signatures. Any or all of the signatures on the certificate may
be a facsimile, including, but not limited to, signatures of officers of the
Corporation and countersignatures of a transfer agent or registrar. In case an
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 or certificates to be issued in place of any certificate or
certificates 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.

13

Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. 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 canceled before a new certificate shall be
issued. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transactions upon its books,
unless the Corporation has a duty to inquire as to adverse claims with respect
to such transfer which has not been discharged. The Corporation shall have no
duty to inquire into adverse claims with respect to such transfer unless (a) the
Corporation has received a written notification of an adverse claim at a time
and in a manner which affords the Corporation a reasonable opportunity to act on
it prior to the issuance of a new, reissued or re-registered share certificate
and the notification identifies the claimant, the registered owner and the issue
of which the share or shares is a part and provides an address for
communications directed to the claimant; or (b) the Corporation has required and
obtained, with respect to a fiduciary, a copy of a will, trust, indenture,
articles of co-partnership, Bylaws or other controlling instruments, for a
purpose other than to obtain appropriate evidence of the appointment or
incumbency of the fiduciary, and such documents indicate, upon reasonable
inspection, the existence of an adverse claim. The Corporation may discharge any
duty of inquiry by any reasonable means, including notifying an adverse claimant
by registered or certified mail at the address furnished by him or, if there be
no such address, at his residence or regular place of business that the security
has been presented for registration of transfer by a named person, and that the
transfer will be registered unless within thirty days from the date of mailing
the notification, either (a) an appropriate restraining order, injunction or
other process issues from a court of competent jurisdiction; or (b) an indemnity
bond, sufficient in the Corporation's judgment to protect the Corporation and
any transfer agent, registrar or other agent of the Corporation involved from
any loss which it or they may suffer by complying with the adverse claim, is
filed with the Corporation.

Section 5. Fixing Record Date. In order that the Corporation may determine
the stockholders entitled to notice or to vote at any meeting of stockholders or
any adjournment thereof, or 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 a record date, which record
date shall not precede the date upon which the resolution fixing the record is
adopted by the Board of Directors, and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor more
than ten (10) days after the date upon which the resolution fixing the record
date of action with a meeting is adopted by the Board of Directors, nor more
than sixty (60) days prior to any other action. If no record date is fixed:

(a) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the

14

day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the first date on which a
signed written consent is delivered to the Corporation.

(c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

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

Section 6. Registered Stockholders. Prior to due presentment for transfer
of any share or shares, the Corporation shall treat the registered owner thereof
as the person exclusively entitled to vote, to receive notifications and to all
other benefits of ownership with respect to such share or 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 the laws of the State
Delaware.

ARTICLE V

NOTICES

Section 1. Form of Notice. Other than notices to directors of special
meetings of the Board of Directors which may be given by any means stated in
Section 4 of Article III, whenever, under the provisions of the Delaware General
Corporation Law or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director 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. Notice to directors may also be given by facsimile
telecommunication. Notice may also be given to stockholders by a form of
electronic transmission in accordance with and subject to the provisions of
Section 232 and of Section 222 of the Delaware General Corporation Law.

Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of Delaware General Corporation Law or the Certificate of
Incorporation or by these Bylaws of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to notice or a waiver by
electronic transmission by the person entitled to notice, whether before

15

or after the time stated therein, shall be deemed equivalent thereto. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular, or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice or any waiver by electronic
transmission unless so required by the Certificate of Incorporation.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. The Corporation shall 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 the Corporation) by
reason of the fact that he 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 expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. The Corporation shall indemnify any person who was or is a
party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he 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
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably

16

entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

Section 3. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

Section 4. Any indemnification under sections 1 or 2 of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in such section. Such determination
shall be made:

(a) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or

(b) If such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or

(c) By the stockholders.

Section 5. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

Section 6. The indemnification and advancement of expenses provided by, or
granted pursuant to the other sections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, 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.

Section 7. The Corporation shall have power to 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

17

such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article.

Section 8. For purposes of this Article, references to "the Corporation"
shall 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 had 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 this Article with respect to the
resulting or surviving Corporation as he would have with respect to such
constituent Corporation of its separate existence had continued.

Section 9. For purposes of this Article, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

Section 10. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article 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.

Section 11. No director or officer of the Corporation shall be personally
liable to the Corporation or to any stockholder of the Corporation for monetary
damages for breach of fiduciary duty as a director or officer, provided that
this provision shall not limit the liability of a director or officer (i) for
any breach of the director's or the officer'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 Delaware General Corporation Law, or (iv) for any transaction
from which the director or officer derived an improper personal benefit.

ARTICLE VII

GENERAL PROVISIONS

18

Section 1. Reliance on Books and Records. Each director, each member of any
committee designated by the Board of Directors, and each officer of the
Corporation, shall, in the performance of his duties, be fully protected in
relying in good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of its officers,
by an independent certified public accountant, or by an appraiser selected with
reasonable care.

Section 2. Dividends. Subject to the provisions of the Certificate of
Incorporation, if any, dividends upon the capital stock of the Corporation may
be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Certificate of Incorporation.
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 directors from time
to time, in their absolute discretion, think 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 such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other persons as
the Board of Directors may from time to time designate.

Section5. Fiscal Year. The fiscal year of the Corporation shall be as
determined by the Board of Directors. If the Board of Directors shall fail to do
so, the Chief Executive Officer or President shall fix the fiscal year.

Section 6. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

Section 7. Amendments. The original or other Bylaws may be adopted, amended
or repealed by the stockholders entitled to vote thereon at any regular or
special meeting or, if the Certificate of Incorporation so provides, by the
Board of Directors. The fact that such power has been so conferred upon the
Board of Directors shall not divest the stockholders of the power nor limit
their power to adopt, amend or repeal Bylaws.

Section 8. Interpretation of Bylaws. All words, terms and provisions of
these Bylaws shall be interpreted and defined by and in accordance with the
General Corporation Law of the State of Delaware, as amended, and as amended
from time to time hereafter.

19

 
Exhibit 5.1
April 26, 2006
GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051
 	 	 	
Re:	 	GameStop Corp. and the Guarantors	
 	 	Listed on Schedules I and II Hereto	
 	 	Registration Statement on Form S-4 (the “Registration Statement”)	
Ladies and Gentlemen:
We have acted as counsel to GameStop Corp., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of $300,000,000 aggregate principal amount of Senior Floating Rate Notes due 2011 (the “Floating Rate Notes”) and $650,000,000 aggregate principal amount of 8% Senior Notes due 2012 (together with the Floating Rate Notes, the “Exchange Notes”) to be issued by the Company and GameStop, Inc., a Minnesota corporation (together with the Company, the “Issuers”). The Exchange Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) by the Issuers for a like principal amount of the Issuers’ issued and outstanding Senior Floating Rate Notes due 2011 (the “Old Floating Rate Notes) and 8% Senior Notes due 2012 (together with the Old Floating Rate Notes, the “Old Notes”), as contemplated by the Registration Rights Agreement, dated September 28, 2005, by and among the Issuers, the subsidiaries of the Company party thereto and Citigroup Global Markets Inc., for themselves and as representatives of the several Initial Purchasers listed on Schedule II thereto, as supplemented by the Joinder Agreement, dated as of October 8, 2005, by and among the subsidiaries of the Company party thereto (collectively, the “Registration Rights Agreement”). The Old Notes were, and the Exchange Notes will be, issued under the Indenture, dated September 28, 2005, by and among the Company, the subsidiaries of the Company party thereto and Citibank, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated October 8, 2005, by and among the Issuers, the subsidiaries of the Company party thereto, and Citibank, N.A., as Trustee (collectively, the “Indenture”). The Exchange Notes are to be guaranteed by the unconditional guarantees (the “Guarantees”) of the Company’s domestic subsidiaries incorporated or formed pursuant to the laws of the State of Delaware (the “Delaware Guarantors) and the Company’s domestic subsidiaries incorporated outside the State of Delaware (the “Non-Delaware Guarantors” and, together with the Delaware Guarantors, the “Guarantors”) which are parties to the Indenture. The Delaware

 
GameStop Corp.
April 26, 2006
Page 2
Guarantors and Non-Delaware Guarantors are identified on Schedules I and II hereto, respectively.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection herewith, we have examined the Registration Statement, the Registration Rights Agreement, the Indenture and a form of the Exchange Notes and the Guarantees. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements and instruments of the Company and the Guarantors, certificates of public officials and officers of the Company and the Guarantors, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed.
In our examination of the foregoing, we have assumed, with respect to the Company and the Guarantors, the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. In addition, we have assumed, with respect to the Non-Delaware Guarantors, that the parties to such documents had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization of all requisite action, corporate or other, and execution and delivery by such parties of such documents, and except as to the issuance of the Guarantees of the Non-Delaware Guarantors, the validity and binding effect of such documents on the Non-Delaware Guarantors. We have also assumed that each of the Non-Delaware Guarantors has been duly organized and is validly existing in good standing under the laws of their respective jurisdictions of organization and that each of the Non-Delaware Guarantors has complied with all aspects of applicable law of any jurisdictions other than the United States of America, the State of New York and the State of Delaware in connection with the transactions contemplated by the Indenture, the Registration Rights Agreement, the Exchange Notes and the Guarantees. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations and certificates and statements of appropriate representatives of the Company and the Guarantors.
In connection herewith, we have also assumed that the Indenture has been duly authorized by, has been duly executed and delivered by, and constitutes the valid, binding and enforceable obligation of, the Trustee, the signatory to the Indenture signing on behalf of the Trustee has been duly authorized and the Trustee is duly organized and validly existing and has the power and authority (corporate or other) to execute, deliver and perform the Indenture.
Based upon and subject to the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that when the Registration Statement becomes effective and the Exchange Notes (in the form examined by us)

 
GameStop Corp.
April 26, 2006
Page 3
have been duly executed and authenticated in accordance with the terms of the Indenture and have been delivered upon consummation of the Exchange Offer against receipt of Old Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Exchange Notes and the Guarantees will constitute valid and binding obligations of the Company and each of the Guarantors, respectively, in accordance with their terms, except to the extent enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Our opinions herein reflect only the application of applicable New York law, the Federal laws of the United States of America and, to the extent required by the foregoing opinion, the General Corporation Law of the State of Delaware. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to review or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

 
GameStop Corp.
April 26, 2006
Page 4
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ BRYAN CAVE LLP

 
Schedule I
Delaware Guarantors
Electronics Boutique Holdings Corp.
GameStop Holdings Corp.
GameStop Brands, Inc.
GameStop of Texas (GP), LLC
GameStop (LP), LLC
ELBO Inc.
EB International Holdings, Inc.
EB Sadsbury Second, LLC
EB Sadsbury General Partner, LP
EB Sadsbury Property Holding, LP

 
Schedule II
Non-Delaware Guarantors
Marketing Control Services, Inc.
Sunrise Publications, Inc.
GameStop Texas LP
EB Catalog Company, Inc.

 
Exhibit 5.2
Plaza VII, Suite 3300
45 South Seventh Street
Minneapolis, MN 55402-1609
oppenheimer.com
612.607.7000
Fax 612.607.7100
April 26, 2006
Gamestop, Inc.
625 Westport Parkway
Grapevine, Texas 76051
     Ladies and Gentlemen:
We have acted as special counsel in the State of Minnesota (the “State”) to Gamestop, Inc., a Minnesota corporation (the “ Company ”), in connection with the registration under the Securities Act of 1933, as amended (the “ Act ”), of $300,000,000 aggregate principal amount of Senior Floating Rate Notes Due 2011 (the “ Floating Rate Notes ”) and $650,000,000 aggregate principal amount of 8.0% Senior Notes Due 2012 (the “ Fixed Rate Notes ” and, together with the Floating Rate Notes, the “ Exchange Notes ”) to be issued by the Company and GameStop Corp., a Delaware corporation (“ GameStop Corp. ” and, together with the Company, the “ Issuers ”). The Exchange Notes are to be issued pursuant to an exchange offer (the “ Exchange Offer ”) by the Issuers in exchange for a like principal amount of the Issuers’ issued and outstanding Senior Floating Rate Notes Due 2011 (the “ Old Floating Rate Notes ”) and 8.0% Senior Notes Due 2012 (the “ Old Fixed Rate Notes ” and, together with the Old Floating Rate Notes, the “ Old Notes ”), as contemplated by that certain Registration Rights Agreement, dated as of September 28, 2005, entered into by and among the Issuers, the guarantors party thereto as of the date thereof, and Citigroup Global Markets Inc., for itself and as a representative of certain initial purchasers named therein, as supplemented by that certain Joinder Agreement, dated as of October 8, 2005, executed by certain subsidiaries of GameStop Corp. party thereto as of the date thereof (the “ Registration Rights Agreement ”). The Old Notes were, and the Exchange Notes will be, issued under that certain Indenture, dated as of September 28, 2005, entered into by and among Citibank N.A., as trustee (the “ Trustee ”), the Issuers, and the guarantors party thereto as of the date thereof, as supplemented by that certain First Supplemental Indenture, dated as of October 8, 2005, entered into by and among the Issuers, certain subsidiaries of GameStop Corp. party thereto as of the date thereof, and the Trustee (the “ Indenture ”).
          We have examined originals, or copies certified or otherwise identified to our satisfaction, of (i) the Registration Rights Agreement, (ii) the Indenture, and (iii) forms of the Exchange Notes. The Registration Rights Agreement, the Indenture, and the forms of the Exchange Notes are collectively referred to herein as the “ Note Documents .”
          In rendering our opinion herein, we have examined such certificates of public officials, corporate documents and records and other certificates, opinions and instruments, and have made such other investigation, as we have deemed necessary in connection with this

 
Gamestop, Inc.
625 Westport Parkway
Grapevine, Texas 76051
April 26, 2006
Page 2
opinion. We advise you that we are acting as local counsel to the Company solely for the purposes of providing the opinion stated herein and thus our engagement by the Company has been limited to consultation on specific matters that we deem necessary to provide the opinion stated herein. Unless otherwise expressly stated herein, as to questions of fact relevant to this opinion, without any independent investigation or verification, we have relied upon, and assumed the accuracy of, the representations and warranties of each party as to factual matters thereto and have relied upon certificates of officers of the Company as well as written statements of certain public officials.
In rendering this opinion, we have assumed:
(a)      the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or photostatic copies;
(b)      each of the Note Documents, whenever required, has been duly authenticated by the Trustee;
(c)      each of the Note Documents to which the Company is a party constitutes the legal, valid, and binding obligation of the Company enforceable in accordance with its terms under the governing law specified therein; and
(d)      the Exchange Notes if and when issued will contain terms identical to the terms contained in the Old Notes.
We also wish to advise you of the following:
A.      We are specifically providing no opinion regarding whether (1) franchise, income, sales, gross receipts, profits or other like taxes are payable in the State by any party that may seek to enforce the Note Documents against the Company (an “ Enforcing Party ”) under Minnesota law or in Minnesota courts; or (2) an Enforcing Party is required to file a business activity report pursuant to Minnesota Statutes Section 290.371 (“ Business Activity Report ”). Failure to comply with the Business Activity Report requirement, if applicable, prevents an out-of-state entity from using the courts in the State for all contracts executed at any time before the end of the period for which the entity failed to file such required report and the entity does not have cause of action on which it may bring suit in the State. If the entity subsequently files the report and pays all taxes, interest and civil penalties due, the courts in which the issues arise must excuse non-compliance with the Business Activity Report filing requirement.

 
Gamestop, Inc.
625 Westport Parkway
Grapevine, Texas 76051
April 26, 2006
Page 3
B.      No foreign corporation may transact business in the State unless it holds a Certificate of Authority to do so. Without excluding other activities which may not constitute transacting business in the State, a foreign corporation shall not be considered to be transacting business in the State solely by reason of the corporation making, participating in or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgage or other security interests in real or personal property or securing or collecting its debts or enforcing any rights in property securing them. Hence, to the extent that the actions of a lender are limited strictly to the above, it will not be necessary for the lender to qualify as a foreign corporation and obtain a Certificate of Authority. The statutory exception to the necessity to qualify does not go to a corporation whose other activities in the State would require qualification.
Upon the basis of the foregoing, we are of the opinion that, under applicable law in effect on the date of this opinion:
The Exchange Notes have been duly authorized by the Company and, when duly authenticated by the Trustee and issued and delivered by the Company in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the Indenture, will constitute the valid and binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable against the Company in accordance with their terms.
The opinion set forth above is subject to the following qualifications:
a.      The enforceability against any party of any instrument or obligation referred to in this opinion is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance or transfer, equitable subordination, reorganization, moratorium, or other similar laws now or hereafter in effect affecting enforcement of creditors’ rights generally, including without limitation, the invalidation under the Federal Bankruptcy Code of any provisions in the Note Documents making bankruptcy an event of default.
b.      As to the enforceability of certain remedies and waivers authorized or contained in the Note Documents, the effect of (i) general principles of equity (including without limitation concepts of materiality, reasonableness, good faith, and fair dealing regardless of whether considered in a proceeding in equity or at law) and of statutes and/or rules of law governing specific performance, injunctive relief, redemption, moratorium, and stay, (ii) rights of debtors under the Uniform Commercial Code as adopted in the State, (iii) requirements of opportunity to be heard in any judicial or other proceeding, and (iv) the discretion of judicial or administrative bodies in enforcing such remedies and waivers, but that do not, in our opinion, affect the validity of the Note Documents and for which there are available adequate remedies in the whole for the practical realization of the benefits and security contemplated and intended to be afforded by the

 
Gamestop, Inc.
625 Westport Parkway
Grapevine, Texas 76051
April 26, 2006
Page 4
Note Documents, although the enforceability of certain remedies and waivers authorized or contained in the Note Documents may be limited by the above. The opinion expressed herein is subject to the exceptions and other disclosures as set forth in the disclosure schedules, if any, to the Note Documents.
c.      We assume the due authorization, execution and delivery by each of the parties to the Note Documents other than the Company, that each of such parties other than the Company has the power and authority to enter into and perform its respective obligations under the Note Documents, and that the Note Documents are valid, binding, and enforceable against each of such parties other than the Company in accordance with their respective terms. We express no opinion herein concerning any party other than the Company.
Our opinion expressed above is limited to the laws of the State. We assume no responsibility with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. We note that all or certain of the Note Documents provide that they are governed by the laws of the State of New York. For purposes of rendering the opinion expressed herein, we have assumed that the laws of the State of New York or any other jurisdiction provided to govern any of the Note Documents are identical to the laws of the State.
The opinion set forth herein is solely for your benefit and the benefit of your legal counsel, assignees and participants, and you and your counsel, assignees, participants, and agents of the foregoing hereby are authorized to rely on such opinion. The opinion set forth herein may not be relied upon by, and copies of such opinion may not be delivered to, any other person without the prior written consent of the undersigned. This opinion is given only as of the date hereof and we expressly disclaim any duty to update the statements made herein.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the registration statement on Form S-4 (the “ Registration Statement ”). We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY LLP

EXHIBIT 21.1

GAMESTOP CORP.
SUBSIDIARIES

Electronics Boutique Holdings Corp., a Delaware corporation, is a wholly-owned
subsidiary of GameStop Corp.

GameStop Holdings Corp., a Delaware corporation, is a wholly-owned subsidiary of
Electronics Boutique Holdings Corp.

EB Catalog Company, Inc., a Nevada corporation, is a wholly-owned subsidiary of
Electronics Boutique Holdings Corp.

ELBO Inc., a Delaware corporation, is a wholly-owned subsidiary of Electronics
Boutique Holdings Corp.

EB International Holdings, Inc., a Delaware corporation, is a wholly-owned
subsidiary of Electronics Boutique Holdings Corp.

GameStop, Inc., a Minnesota corporation, is a wholly-owned subsidiary of
GameStop Holdings Corp.

Marketing Control Services, Inc., a Virginia corporation, is a wholly-owned
subsidiary of GameStop Holdings Corp.

Sunrise Publications, Inc., a Minnesota corporation, is a wholly-owned
subsidiary of GameStop, Inc.

GameStop Brands, Inc., a Delaware corporation, is a wholly-owned subsidiary of
GameStop, Inc.

GameStop of Texas (GP), LLC, a Delaware limited liability company, is a
wholly-owned subsidiary of GameStop, Inc.

GameStop (LP), LLC, a Delaware limited liability company, is a wholly-owned
subsidiary of GameStop, Inc.

GameStop Texas LP, a Texas limited partnership, is a 1% owned subsidiary of
GameStop of Texas (GP), LLC and a 99% owned subsidiary of GameStop (LP), LLC

GameStop Group Limited, an Irish company, is a 51% owned subsidiary of GameStop,
Inc.

GameStop Ireland Ltd., an Irish company, is a wholly-owned subsidiary of
GameStop Group Limited

GameStop UK Ltd., a UK company, is a wholly-owned subsidiary of GameStop Group
Limited

EB Sadsbury Second, LLC, a Delaware limited liability company, is a wholly-owned
subsidiary of GameStop, Inc.

EB Sadsbury General Partner, LP, a Delaware limited partnership, is a
wholly-owned subsidiary of GameStop, Inc.

EB Sadsbury Property Holding, LP, a Delaware limited partnership, is a
wholly-owned subsidiary of GameStop, Inc.

Electronics Boutique Australia Pty. Ltd, an Australian company, is a
wholly-owned subsidiary of EB International Holdings, Inc.

EB Luxembourg Holdings Sarl, a Luxembourg company, is a wholly-owned subsidiary
of EB International Holdings, Inc.

Electronics Boutique Canada, Inc., a Canadian corporation, is a wholly-owned
subsidiary of EB International Holdings, Inc.

GameStop Deutschland GmbH., a German company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

Electronics Boutique Italy Srl, an Italian company, is a wholly-owned subsidiary
of EB Luxembourg Holdings Sarl.

Electronics Boutique Denmark ApS., a Danish private company, is a wholly-owned
subsidiary of EB Luxembourg Holdings Sarl.

EB Games Sweden AB, a Swedish company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

EB Games Management Services AB, a Swedish company, is a wholly-owned subsidiary
of EB Games Sweden AB.

PC Joy GmbH, a Swiss Company, is a wholly-owned subsidiary of EB Luxembourg
Holdings Sarl.

Jump Ordenadores S.L.U., a Spanish company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

EB Games Trading GmbH, an Austrian company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

EB Games Finland Oy AB, a Finnish company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

Electronics Boutique Norway AS., a Norwegian private company, is a wholly-owned
subsidiary of EB Luxembourg Holdings Sarl.

 
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
GameStop Corp
Grapevine, Texas
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated March 29, 2006, relating to the consolidated financial statements and schedule and the incorporation by reference of our report dated March 29, 2006, relating to the effectiveness of GameStop Corp.’s internal control over financial reporting, appearing in the Company’s Annual Report on Form 10-K for the year ended January 28, 2006.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
BDO Seidman, LLP
Dallas, TX
April 24, 2006

 
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated April 7, 2005 (except for Note 16, which is as of April 17, 2006), 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, included herein and to the reference to our firm under the heading “Experts” in registration statement. Our report refers to a change in the method of accounting for consideration received from a vendor.
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 by reference herein and to the reference to our firm under the heading “Experts” in the 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.
                                                (signed) KPMG
Philadelphia, Pennsylvania
April 24, 2006

Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)____
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
 	 	 	
 	 	13-5266470	
(Jurisdiction of incorporation	 	(I.R.S. Employer	
or organization if not a U.S.	 	Identification No.)	
national bank)	 	 	
 	 	 	
388 Greenwich St., New York, New York	 	10013	
(Address of principal executive offices)	 	(Zip Code)	
Louis Piscitelli
Vice President
Citibank, N.A.
388 Greenwich St., 14 th  Floor
New York, New York 10013
Tel: (212) 816-5805
(Name, address and telephone number of agent for service)
GAMESTOP CORP.
(Exact name of obligor as specified in its charter)
 	 	 	
Delaware	 	20-2733559	
(State or other jurisdiction	 	(I.R.S. Employer	
of incorporation or organization)	 	Identification No.)	
 	 	 	
625 Westport Parkway	 	76051	
Grapevine, Texas	 	(Zip Code)	
(Address of principal executive offices)	 	 	
GAMESTOP, INC.
(Exact name of obligor as specified in its charter)
 	 	 	
Minnesota	 	41-1609563	
(State or other jurisdiction	 	(I.R.S. Employer	
of incorporation or organization)	 	Identification No.)	
 	 	 	
625 Westport Parkway	 	76051	
Grapevine, Texas	 	(Zip Code)	
(Address of principal executive offices)	 	 	
See Table of Additional Registrant Guarantors
SENIOR FLOATING RATE NOTES DUE 2011
8% SENIOR NOTES DUE 2012
(Title of Indenture Securities)

 

Table of Contents
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
 	 	 	 	 	 	 	 	 	
 	 	Jurisdiction of	 	I.R.S. Employer	
Exact Name of Additional	 	Incorporation/	 	Identification	
Registrant Guarantors*	 	Organization	 	Number	
 	
Electronics Boutique Holdings Corp.	 	Delaware	 	 	51-0379406	 	
GameStop Holdings Corp.	 	Delaware	 	 	75-2951347	 	
Marketing Control Services, Inc.	 	Virginia	 	 	47-0927512	 	
Sunrise Publications, Inc.	 	Minnesota	 	 	41-1792301	 	
GameStop Brands, Inc.	 	Delaware	 	 	20-1243398	 	
GameStop of Texas (GP), LLC	 	Delaware	 	 	20-1201873	 	
GameStop (LP), LLC	 	Delaware	 	 	20-1243349	 	
GameStop Texas LP	 	Texas	 	 	20-1202148	 	
EB Catalog Company, Inc.	 	Nevada	 	 	88-0416406	 	
ELBO Inc.	 	Delaware	 	 	51-0381472	 	
EB International Holdings, Inc.	 	Delaware	 	 	51-0408682	 	
EB Sadsbury Second, LLC	 	Delaware	 	 	20-0597991	 	
EB Sadsbury General Partner, LP	 	Delaware	 	none	
EB Sadsbury Property Holding, LP	 	Delaware	 	 	45-0529392	 	

*	 	The address for each of the additional registrant guarantors is 625 Westport Parkway, Grapevine, Texas 76051.	

GENERAL

TABLE OF CONTENTS
 	 	 	 	 	 	 	 	 	
 	Item 1. General Information	
 	Item 2. Affiliations with Obligor	
 	Item 16. List of Exhibits	
SIGNATURE	

Table of Contents
Item 1. General Information.
     Furnish the following information as to the trustee:
     (a) Name and address of each examining or supervisory authority to which it is subject.
 	 	 	
Name	 	Address	
Comptroller of the Currency	 	Washington, D.C.	
 	 	 	
Federal Reserve Bank of New York	 	New York, NY	
33 Liberty Street	 	 	
New York, NY	 	 	
 	 	 	
Federal Deposit Insurance Corporation	 	Washington, D.C.	
     (b) Whether it is authorized to exercise corporate trust powers.
          Yes.
Item 2. Affiliations with Obligor.
     If the obligor is an affiliate of the trustee, describe each such affiliation.
          None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 — Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2- 79983)
Exhibit 2 — Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 — Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 — Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5 — Not applicable.
Exhibit 6 — The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 — Copy of the latest Report of Condition of Citibank, N.A. (as attached)
Exhibit 8 — Not applicable.
Exhibit 9 — Not applicable.

Table of Contents
SIGNATURE
     Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking corporation, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 26 th  day of April, 2006.
 	 	 	 	 	
 	CITIBANK, N.A.
 	 	
 	By:  	/s/ Louis Piscitelli  	 	
 	 	Louis Piscitelli 	 	
 	 	Vice President 	 	

Table of Contents
Exhibit 7
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A. of New York in the State of New York, at the close of business on December 31, 2005, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.
 	 	 	 	 	
ASSETS	 	Thousands of dollars	 	
Cash and balances due from depository institutions:	 	 	 	 	
Noninterest-bearing balances and currency and coin	 	$	15,706,000	 	
Interest-bearing balances	 	 	22,704,000	 	
Held-to-maturity securities	 	 	0	 	
Available-for-sale securities	 	 	120,718,000	 	
Federal funds sold in domestic Offices	 	 	6,925,000	 	
Federal funds sold and securities purchased under agreements to resell	 	 	8,262,000	 	
Loans and leases held for sale	 	 	2,635,000	 	
Loans and lease financing receivables:	 	 	 	 	
Loans and Leases, net of unearned income	 	 	385,998,000	 	
LESS: Allowance for loan and lease losses	 	 	6,307,000	 	
Loans and leases, net of unearned income, allowance, and reserve	 	 	379,691,000	 	
Trading assets	 	 	86,966,000	 	
Premises and fixed assets (including capitalized leases)	 	 	4,072,000	 	
Other real estate owned	 	 	53,000	 	
Investments in unconsolidated subsidiaries and associated companies	 	 	1,269,000	 	
Customers’ liability to this bank on acceptances outstanding	 	 	994,000	 	
Intangible assets: Goodwill	 	 	9,093,000	 	
Intangible assets: Other intangible assets	 	 	10,644,000	 	
Other assets	 	 	36,765,000	 	
 	 	 	 	
TOTAL ASSETS	 	$	706,497,000	 	

LIABILITIES	 	 	 	 	
Deposits: In domestic offices	 	$	135,426,000	 	
Noninterest- bearing	 	 	23,360,000	 	
Interest- bearing	 	 	112,066,000	 	
In foreign offices, Edge and Agreement subsidiaries, and IBFs	 	 	350,564,000	 	
Noninterest- bearing	 	 	28,842,000	 	
Interest- bearing	 	 	321,722,000	 	

Table of Contents
 	 	 	 	 	
ASSETS	 	Thousands of dollars	 	
Federal funds purchased in domestic Offices	 	 	11,516,000	 	
Federal funds purchased and securities sold under agreements to repurchase	 	 	13,751,000	 	
Demand notes issued to the U.S. Treasury	 	 	0	 	
Trading liabilities	 	 	46,812,000	 	
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss	 	 	42,540,000	 	
Bank’s liability on acceptances executed and outstanding	 	 	994,000	 	
Subordinated notes and debentures	 	 	15,250,000	 	
Other liabilities	 	 	32,883,000	 	
 	 	 	 	
TOTAL LIABILITIES	 	$	649,736,000	 	
 	 	 	 	
Minority interest in consolidated Subsidiaries	 	 	497,000	 	
 	 	 	 	 	
EQUITY CAPITAL	 	 	 	 	
Perpetual preferred stock and related surplus	 	 	0	 	
Common stock	 	 	751,000	 	
Surplus	 	 	27,244,000	 	
Retained Earnings	 	 	30,651,000	 	
 	 	 	 	
Accumulated net gains (losses) on cash flow hedges	 	 	–2,382,000	 	
Other equity capital components	 	 	0	 	
 	 	 	 	
TOTAL EQUITY CAPITAL	 	$	56,264,000	 	
 	 	 	 	
TOTAL LIABILITIES AND EQUITY CAPITAL	 	$	706,497,000	 	
 	 	 	 	
I, William J. Gonska, Controller & Vice President of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
William J. Gonska, CONTROLLER & VICE PRESIDENT
We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
ALAN S. MACDONALD
WILLIAM R. RHODES
SALLIE L. KRAWCHECK
DIRECTORS

 
Ex 99.1

GameStop Corp.
GameStop, Inc.
LETTER OF TRANSMITTAL
IN RESPECT OF THE OFFER TO EXCHANGE
all outstanding
Senior Floating Rate Notes due 2011
($300,000,000 principal amount outstanding)
for
Senior Floating Rate Notes due 2011
Which Have Been Registered Under the Securities Act of 1933
and all outstanding
8% Senior Notes due 2012
($650,000,000 principal amount outstanding)
for
8% Senior Notes due 2012
Which Have Been Registered Under the Securities Act of 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2006, UNLESS EXTENDED (THE “EXPIRATION DATE”).
The Exchange Agent is: Citibank, N.A.

By Registered or Certified Mail:
Citibank, N.A.
111 Wall Street, 15 th  Floor
New York, NY 10005
Attn: Agency & Trust Services	 	By Overnight and Hand Delivery:
Citibank, N.A.
111 Wall Street, 15 th  Floor
New York, NY 10005
Attn: Agency & Trust Services	 	By Facsimile:
Citibank, N.A.
Attn: Agency & Trust Services
212-657-1020
Confirm by Telephone:

1-800-422-2066	
      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
      The undersigned hereby acknowledges that it has received the Prospectus dated                     , 2006 (the “Prospectus”) of GameStop Corp., a Delaware corporation, and GameStop, Inc., a Minnesota corporation (the “Issuers”), and this Letter of Transmittal (this “Letter of Transmittal”), which together constitute the Issuers’ offer (the “Exchange Offer”) to exchange (1) $1,000 principal amount of their Senior Floating Rate Notes due 2011 (the “New Floating Rate Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of their outstanding, unregistered Senior Floating Rate Notes due 2011 (the “Old Floating Rate Notes”), of which $300,000,000 principal

 
amount is outstanding, and (2) $1,000 principal amount of their 8% Senior Notes due 2012 (together with the New Floating Rate Notes, the “Exchange Notes”), which have been registered under the Securities Act pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of their outstanding, unregistered 8% Senior Notes due 2012 (together with the Old Floating Rate Notes, the “Old Notes”), of which $650,000,000 principal amount is outstanding.
      This Letter of Transmittal is to be used by Holders of Old Notes (i) if certificates representing the Old Notes are to be physically delivered herewith, (ii) if a tender of Old Notes is to be made by book-entry transfer into the Exchange Agent’s account at the Depository Trust Company (“DTC”) pursuant to the procedure described in the Prospectus, or (iii) if tender of Old Notes is to be made by using a Notice of Guaranteed Delivery (a “Notice of Guaranteed Delivery”) according to the guaranteed delivery procedures described in the Prospectus.
      The term “Holder” with respect to the Exchange Offer means any person in whose name Old Notes are registered on the books of the Issuers or any other person who has obtained a properly completed bond power from such a registered holder. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Old Notes must complete this letter in its entirety.
      The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 11 herein.

2

 
      PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING IT.
      List below the Old Notes to which this Letter of Transmittal relates.

DESCRIPTION OF OLD NOTES TENDERED HEREWITH	 	
 	 	
 	 	Principal Amount	 	
Name(s) and Address(es) of	 	 	Aggregate Principal	 	 	Tendered (must be in	 	
Registered Holder(s)	 	 	Amount Represented by	 	 	Integral Multiples of	 	
(Please Fill in, if Blank)	 	Certificate Number(s)	 	 	Certificate(s)	 	 	$1,000)*	 	

 	

 	

 	Total	 	 	 	 	 	 	 	 	 	 	 	 	
 	
* Need not be completed if Old Notes are being tendered by book entry transfer.	
* Unless indicated in the column labeled “Principal Amount Tendered,” any tendering Holder of Old Notes will be deemed to have tendered the entire aggregate principal amount represented by the column labeled “Aggregate Principal Amount Represented by Certificate(s).”	
 	
      If the space provided above is inadequate, list the certificate numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.
      The minimum permitted tender is $1,000 in principal amount of Old Notes. All other tenders must be integral multiples of $1,000.

3

 
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 5, 6 and 8)
      To be completed ONLY if certificates for Old Notes in a principal amount not tendered or not accepted for exchange, or Exchange Notes issued in exchange for Old Notes accepted for exchange, are to be issued in the name of someone other than the undersigned.
Issue certificate(s) to:
Name
 
(Please Print)
Address

(Include Zip Code)
 
(Tax Identification or Social Security No.)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 8)
      To be completed ONLY if certificates for Old Notes in a principal amount not tendered or not accepted for exchange, or Exchange Notes issued in exchange for Old Notes accepted for exchange, are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown above.
Mail to:
Name
 
(Please Print)
Address

(Include Zip Code)
 
(Tax Identification or Social Security No.)
 	 	
o 	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.	
Name
 
Address

o 	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:	
Name of Tendering Institution
 
Account Number 
                             Transaction Code Number 

o 	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:	
Name of Registered Holder(s)
 
Date of Execution of Notice of Guaranteed Delivery
 
Name of Eligible Institution that Guaranteed Delivery
 
If delivered by book-entry transfer:
Name of Tendering Institution
 
Account Number 
                             Transaction Code Number 

4

 
Ladies and Gentlemen:
      Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned hereby tenders, sells, assigns and transfers to, or upon the order of, the Issuers all of its right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Issuers) with respect to the tendered Old Notes with full power of substitution to (i) deliver certificates for such Old Notes to the Issuers and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuers and (ii) present such Old Notes for transfer on the books of the Issuers and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.
      The undersigned hereby represents and warrants that it has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are accepted for exchange and acquired by the Issuers.
      The undersigned hereby acknowledges that the Exchange Offer is being made in reliance on the interpretations of the staff of the Securities and Exchange Commission (the “SEC”), as contained in no-action letters issued to other issuers in exchange offers similar to the Exchange Offer. Based on such interpretations of the staff of the SEC set forth in such no-action letters, the Issuers believe that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be offered for resale, resold or otherwise transferred by a Holder thereof (other than any such Holder that is a broker-dealer or an “affiliate” of either of the Issuers within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that (i) such Exchange Notes are acquired in the ordinary course of such Holder’s business and (ii) such Holder is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in a distribution of the Exchange Notes. The undersigned hereby acknowledges, however, that the Issuers do not intend to request that the SEC consider, and the SEC has not considered, the Exchange Offer in the context of a no-action letter that addresses whether or not the SEC will treat the Exchange Offer in the same way it has treated similar exchange offers in the past.
      The undersigned hereby represents that any Exchange Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of the business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the undersigned nor any such other person is participating, intends to participate, or has an arrangement or understanding with any person to participate, in a distribution of the Exchange Notes, and that neither the undersigned nor any such other person is an “affiliate,” as defined under Rule 405 of the Securities Act, of either of the Issuers or any subsidiary of either of the Issuers or, if the undersigned or any such person is an “affiliate,” that such undersigned or any such person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If a Holder is unable to make the foregoing representations, such Holder may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction unless such sale is made pursuant to an exemption from such requirements.
      If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes, the undersigned hereby represents that the Old Notes to be exchanged for the Exchange Notes were acquired by the undersigned as a result of market-making or other trading activities, and hereby acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and that it has not entered into any arrangement or understanding with the Issuers or an affiliate of either of the Issuers in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
      The undersigned hereby acknowledges that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuers to be necessary or desirable to complete the assignment, transfer and purchase of the Old Notes tendered hereby.

5

 
      For purposes of the Exchange Offer, the Issuers shall be deemed to have accepted validly tendered Old Notes when, as and if the Issuers have given oral or written notice thereof to the Exchange Agent.
      Certificates for all Exchange Notes delivered in exchange for Old Notes and any tendered Old Notes not accepted for exchange pursuant to the Exchange Offer for any reason will be returned, without expense, to the undersigned at the address shown below the signature of the undersigned, or at a different address as may be indicated herein under “Special Delivery Instructions,” as promptly as practicable after the Expiration Date (unless tender is being made through DTC). Unless otherwise indicated under “Special Issuance Instructions,” certificates for all Exchange Notes delivered in exchange for Old Notes and any tendered Old Notes not accepted for exchange pursuant to the Exchange Offer for any reason will be issued in the name(s) of the undersigned or, in the case of a book-entry delivery of Old Notes, credited to the account at DTC indicated above.
      All authority conferred or agreed to be conferred by this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall survive and not be affected by the death, incapacity or dissolution of the undersigned.
      The undersigned hereby acknowledges that tenders of Old Notes pursuant to the procedures described in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering” and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuers upon the terms and subject to the conditions of the Exchange Offer. The undersigned hereby further acknowledges that as a result of the conditions to the Exchange Offer set forth in the Prospectus under the caption “The Exchange Offer — Conditions,” the Issuers may not be required to exchange all or some portion of the Old Notes tendered hereby in certain circumstances. The undersigned hereby further acknowledges that tenders of Old Notes may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tender.”
      Holders of the Old Notes who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent on or prior to 5:00 P.M. on the Expiration Date, may tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” See Instruction 1 regarding the completion of this Letter of Transmittal.
      THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES TENDERED HEREWITH” AND EXECUTING THIS LETTER OF TRANSMITTAL BELOW, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX.

6

 
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES REGARDLESS OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
Must be signed by the registered holder(s) of Old Notes as their name(s) appear(s) on certificates for Old Notes hereby tendered or in whose names the Old Notes are registered on the books of DTC or one of its participants, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Old Notes to which this Letter of Transmittal relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must (i) set forth his or her full title below and (ii) unless waived by the Issuers, submit evidence satisfactory to the Issuers of such person’s authority so to act. See Instruction 5 regarding the proper execution of this Letter of Transmittal.
X
 
X
 
Date
 
Name(s)
 
(Please Print)
Capacity
 
Address
 
(Including Zip Code)
Area Code and Telephone No.
 
Taxpayer Identification or Social Security No.
 
GUARANTEE OF SIGNATURES
(IF REQUIRED BY INSTRUCTION 5)
X
 
(Authorized Signatory)
Date
 
Name(s)
 
Title(s)
 
Name of Firm
 
Address
 
Area Code and Telephone No.

7

 
INSTRUCTIONS FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
       1. Delivery of this Letter of Transmittal and Old Notes. The tendered Old Notes, as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date. This Letter of Transmittal is to be used by Holders of Old Notes (i) if certificates representing the Old Notes are to be physically delivered herewith, (ii) if a tender of Old Notes is to be made by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the procedure described in the Prospectus, or (iii) if tender of Old Notes is to be made by using a Notice of Guaranteed Delivery according to the guaranteed delivery procedures described in the Prospectus. No Letter of Transmittal or Old Notes should be sent to the Issuers.
      For Holders whose Old Notes are being delivered by book-entry transfer, delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal by the participant(s) identified in the Agent’s Message. An “Agent’s Message” is a message transmitted by DTC to the Exchange Agent stating that DTC has received an express acknowledgement from the participant in DTC tendering the Old Notes that the participant has received and agrees to execute and be bound by the terms of the Letter of Transmittal, and that the Issuers may enforce this agreement against the participant.
      If delivery of the Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, this Letter of Transmittal need not be manually executed; provided, however, that tenders of Old Notes must be effected in accordance with the procedures mandated by DTC’s Automated Tender Offer Program.
      Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available, or (ii) who cannot deliver their Old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each an “Eligible Institution”); (ii) on or prior to 5:00 P.M. on the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the Old Notes, the certificate number or numbers of such Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three (3) New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or facsimile hereof) together with the certificate(s) representing the Old Notes and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal (or facsimile hereof), as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all tendered Old Notes in proper form for transfer, must be received by the Exchange Agent within five (5) business days after the Expiration Date, all as provided in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” Any Holder of Old Notes who wishes to tender its Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the Expiration Date. Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their Old Notes according to the guaranteed delivery procedures set forth above.
      All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tendered Old Notes and withdrawal of tendered Old Notes will be determined by the Issuers in their sole discretion, which determination will be final and binding. The Issuers reserve the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Issuers’ acceptance of which would, in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve the right to waive any defects or irregularities or conditions of tender as to the Exchange Offer and/or particular Old Notes. The Issuers’ interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Issuers shall determine. Neither the Issuers, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with

8

 
respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders of Old Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.
      2. Tender by Holder. Only a Holder of Old Notes may tender such Old Notes in the Exchange Offer. Any beneficial holder of Old Notes who is not the Holder and who wishes to tender should arrange with the Holder to execute and deliver this Letter of Transmittal on its behalf or must, prior to completing and executing this Letter of Transmittal and delivering its Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such beneficial holder’s name or obtain a properly completed bond power from the Holder.
      3. Partial Tenders. Tenders of Old Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Old Notes is tendered, the tendering Holder should fill in the principal amount tendered in the fourth column of the box entitled “Description of Old Notes Tendered Herewith” above. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes is not tendered, then a certificate or certificates representing Old Notes for the principal amount of Old Notes not tendered and a certificate or certificates representing Exchange Notes issued in exchange for any Old Notes accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the box entitled “Special Delivery Instructions” above, promptly after the Old Notes are accepted for exchange.
      4. Withdrawal of Tenders. To withdraw a tender of Old Notes in the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the “Depositor”), (ii) identify the Old Notes to be withdrawn (including the registered number or numbers and principal amount of such Old Notes or, in the case of Old Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited), (iii) be signed by the Depositor in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have Citibank, N.A., the trustee with respect to the Old Notes, register the transfer of such Old Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Issuers, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly re-tendered. Properly withdrawn Old Notes may be re-tendered by following one of the procedures set forth in this Letter of Transmittal at any time prior to 5:00 p.m., New York City time, on the Expiration Date.
      5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is signed by the Holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever.
      Except as otherwise provided below, all signatures on this Letter of Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution. Signatures on this Letter of Transmittal need not be guaranteed if (i) this Letter of Transmittal is signed by the Holder(s) of the Old Notes tendered herewith and such Holder(s) has not completed the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” or (ii) such Old Notes are tendered for the account of an Eligible Institution.
      If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the Holder(s) of any Old Notes listed, such Old Notes must be endorsed or accompanied by appropriate bond powers signed as the name of the Holder(s) appears on the Old Notes.
      If this Letter of Transmittal (or facsimile hereof) or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact or officers of corporations or others acting in a fiduciary or representative

9

 
capacity, such persons should so indicate when signing, and, unless waived by the Issuers, evidence satisfactory to the Issuers of their authority so to act must be submitted with this Letter of Transmittal.
      Endorsements on Old Notes or signatures on bond powers required by this Instruction 5 must be guaranteed by an Eligible Institution.
      6. Special Issuance and Delivery Instructions. Tendering Holders should indicate, in the applicable box or boxes, the name and address to which Exchange Notes or substitute Old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.
      7. Tax Identification Number. Federal income tax law requires that a Holder whose tendered Old Notes are accepted for exchange must provide the Issuers (as payors) with its correct Taxpayer Identification Number (“TIN”), which, in the case of an exchanging Holder who is an individual, is his or her social security number. If the Issuers are not provided with the correct TIN or an adequate basis for exemption, such Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”). In addition, delivery to such Holder of Exchange Notes may be subject to backup withholding in an amount equal to 28% of the gross proceeds resulting from the Exchange Offer. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS by the Holder. Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.”
      To prevent backup withholding, each exchanging Holder must provide its correct TIN by completing the Substitute Form W-9 enclosed herewith, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, (ii) the Holder has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the Holder that it is no longer subject to backup withholding. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such Holder must submit a statement signed under penalty of perjury attesting to such exempt status. Such statements may be obtained from the Exchange Agent. If the Old Notes are in more than one name or are not in the name of the actual owner, consult the Substitute Form W-9 for information on which TIN to report. If you do not provide your TIN to the Issuers within 60 days, backup withholding will begin and continue until you furnish your TIN to the Issuers.
      8. Transfer Taxes. The Issuers will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the Holder or on any other persons) will be payable by the tendering Holder.
      Except as provided in this Instruction 8, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this Letter of Transmittal.
      9. Waiver of Conditions. The Issuers reserve the absolute right to amend, waive or modify specified conditions in the Exchange Offer in the case of any Old Notes tendered.
      10. Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address specified in the Prospectus for further instructions.
      11. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
(DO NOT WRITE IN SPACE BELOW)

10

 

Certificate Surrendered	 	Old Notes Tendered	 	Old Notes Accepted	

 	

 	
 	
Delivery Prepared by 
  Checked By 
  Date 

11

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
      Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer. — Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

 	 	Give the	
 	 	SOCIAL SECURITY	
For this type of account:	 	number of —	
 	
1.	 	Individual	 	The individual	
2.	 	Two or more individuals (joint account)	 	The actual owner of the account or, if combined fund, the first individual on the account.(1)	
3.	 	Custodian account of a minor (Uniform Gift to Minors Act)	 	The minor(2)	
4.	 	a. The usual revocable savings trust account (grantor is also trustee)	 	The grantor-trustee(1)	
 	 	b. So-called trust that is not a legal or valid trust under state law	 	The actual owner(1)	
5.	 	Sole proprietorship	 	The owner(3)	
 	
6.	 	Sole proprietorship	 	The owner(3)	
7.	 	A valid trust, estate, or pension trust	 	The legal entity(4)	
8.	 	Corporate	 	The corporation	
9.	 	Association, club, religious, charitable, educational, or other tax-exempt organization account	 	The organization	
10.	 	Partnership	 	The partnership	
11.	 	A broker or registered nominee	 	The broker or nominee	
12.	 	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	 	The public entity	

 	 	
(1) 	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.	
 	 	
(2) 	Circle the minor’s name and furnish the minor’s social security number.	
 	 	
(3) 	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).	
 	 	
(4) 	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)	

NOTE:	If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.	
12

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Obtaining a Number
If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from withholding include:
 	 	 	
 	• 	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).	
 	 	 	
 	• 	The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.	
 	 	 	
 	• 	An international organization or any agency or instrumentality thereof.	
 	 	 	
 	• 	A foreign government and any political subdivision, agency or instrumentality thereof.	
Payees that may be exempt from backup withholding include:
 	 	 	
 	• 	A corporation.	
 	 	 	
 	• 	A financial institution.	
 	 	 	
 	• 	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.	
 	 	 	
 	• 	A real estate investment trust.	
 	 	 	
 	• 	A common trust fund operated by a bank under Section 584(a).	
 	 	 	
 	• 	An entity registered at all times during the tax year under the Investment Company Act of 1940.	
 	 	 	
 	• 	A middleman known in the investment community as a nominee or custodian.	
 	 	 	
 	• 	A futures commission merchant registered with the Commodity Futures Trading Commission.	
 	 	 	
 	• 	A foreign central bank of issue.	
 	 	 	
 	• 	A trust exempt from tax under Section 664 or described in Section 4947.	
Payments of dividends and patronage dividends generally exempt from backup withholding include:
 	 	 	
 	• 	Payments to nonresident aliens subject to withholding under Section 1441.	
 	 	 	
 	• 	Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.	
 	 	 	
 	• 	Payments of patronage dividends not paid in money.	
 	 	 	
 	• 	Payments made by certain foreign organizations.	
 	 	 	
 	• 	Section 404(k) payments made by an ESOP.	
Payments of interest generally exempt from backup withholding include:
 	 	 	
 	• 	Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.	
 	 	 	
 	• 	Payments of tax-exempt interest (including exempt-interest dividends under Section 852).	
 	 	 	
 	• 	Payments described in Section 6049(b)(5) to nonresident aliens.	
 	 	 	
 	• 	Payments on tax-free covenant bonds under Section 1451.	
 	 	 	
 	• 	Payments made by certain foreign organizations.	
 	 	 	
 	• 	Mortgage interest paid to you.	
Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.
Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.
Penalties
(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

 

PAYER’S NAME: Dresser-Rand Group Inc.	
 	
SUBSTITUTE
FORM W-9
Department of the Treasury
Internal Revenue Service	 	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	 	

Name

Social Security Number
OR

Employer Identification Number

 Part 3 —
 Awaiting TIN  o	
 	 	 	
Payer’s Request for Taxpayer
Identification Number (TIN)	 	Part 2 — Certification — Under the penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),

(2) I am not subject to backup withholding because(a) I am exempt from backup withholding, or(b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c) the IRS has notified me that I am no longer subject to backup withholding, and

(3) I am a U.S. person (including a U.S. resident alien).	
 	 	 	
 	 	CERTIFICATE INSTRUCTIONS — You must cross out item(2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).	
 	 	 	
 	 	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign Here

SIGNATURE 

DATE 

	

 	 	
NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.	
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
      I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.
SIGNATURE ______________________________  DATE _________________________, 

 
Ex 99.2

GameStop Corp.
GameStop, Inc.
OFFER TO EXCHANGE
all outstanding
Senior Floating Rate Notes due 2011
($300,000,000 principal amount outstanding)
for
Senior Floating Rate Notes due 2011
Which Have Been Registered Under the Securities Act of 1933
and all outstanding
8% Senior Notes due 2012
($650,000,000 principal amount outstanding)
for
8% Senior Notes due 2012
Which Have Been Registered Under the Securities Act of 1933
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
      Pursuant to the enclosed Prospectus, dated                     , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal,” which together with the Prospectus constitute the “Exchange Offer”), GameStop Corp., a Delaware corporation, and GameStop, Inc., a Minnesota corporation (the “Issuers”), are offering to exchange (1) $1,000 principal amount of their Senior Floating Rate Notes due 2011 (the “New Floating Rate Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of their outstanding, unregistered Senior Floating Rate Notes due 2011 (the “Old Floating Rate Notes”), of which $300,000,000 principal amount is outstanding, and (2) $1,000 principal amount of their 8% Senior Notes due 2012 (together with the New Floating Rate Notes, the “Exchange Notes”), which have been registered under the Securities Act pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of their outstanding 8% Senior Notes due 2012 (together with the Old Floating Rate Notes, the “Old Notes”), of which $650,000,000 principal amount is outstanding, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Old Notes, except that the Exchange Notes will be registered under the Securities Act, the transfer restrictions and registration rights applicable to the Old Notes will not apply to the Exchange Notes, and the Exchange Notes will not contain any provisions relating to liquidated damages in connection with the Old Notes under circumstances related to the timing of the Exchange Offer. The Old Notes are, and the Exchange Notes will be, guaranteed by the direct and indirect domestic wholly-owned subsidiaries of GameStop Corp. (other than the co-issuer GameStop, Inc.) on a senior unsecured basis with unconditional guarantees.
      The Issuers will accept for exchange any and all Old Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.
      We are asking you to contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee or who hold Old Notes registered in their names.

 
      The Issuers will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Old Notes pursuant to the Exchange Offer. You will, however, be reimbursed by the Issuers for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Issuers will pay all transfer taxes, if any, applicable to the tender of Old Notes to them or their order, except as otherwise provided in the Prospectus and the Letter of Transmittal.
      Enclosed are copies of the following documents:
 	 	
 	      1. a form of letter which you may send to your clients as a cover letter to accompany the Prospectus and related materials, with space provided for obtaining the client’s instructions with regard to the Exchange Offer;	
 	 	
 	      2. the Prospectus;	
 	 	
 	      3. the Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients;	
 	 	
 	      4. a form of Notice of Guaranteed Delivery; and	
 	 	
 	      5. the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.	
      Your prompt action on behalf of your clients is requested. The Exchange Offer will expire at 12:00 a.m., New York City time, on                     , 2006, unless the Exchange Offer is extended by the Issuers. The time at which the Exchange Offer expires is referred to as the “Expiration Date.” Tendered Old Notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 12:00 a.m. on the Expiration Date.
      To participate in the Exchange Offer, certificates for Old Notes, or a timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.
      If a holder of Old Notes wishes to tender, but it is impracticable for it to forward its Old Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in both the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures” and the Letter of Transmittal.
      Additional copies of the enclosed materials may be obtained from the Exchange Agent, Citibank, N.A., by calling [ •  ] and directing your inquiries to [ •  ].
 	 	
 	Very Truly Yours,	
 	 	
 	GameStop Corp.	
 	GameStop, Inc.	
      NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

2

 
Ex 99.3

GameStop Corp.
GameStop, Inc.
OFFER TO EXCHANGE
all outstanding
Senior Floating Rate Notes due 2011
($300,000,000 principal amount outstanding)
for
Senior Floating Rate Notes due 2011
Which Have Been Registered Under the Securities Act of 1933
and all outstanding
8% Senior Notes due 2012
($650,000,000 principal amount outstanding)
for
8% Senior Notes due 2012
Which Have Been Registered Under the Securities Act of 1933
To Our Clients:
      Enclosed for your consideration is a Prospectus, dated                     , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal,” which together with the Prospectus constitute the “Exchange Offer”), relating to the offer by GameStop Corp., a Delaware corporation, and GameStop, Inc., a Minnesota corporation (the “Issuers”), to exchange (1) $1,000 principal amount of their Senior Floating Rate Notes due 2011 (the “New Floating Rate Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of their outstanding, unregistered Senior Floating Rate Notes due 2011 (the “Old Floating Rate Notes”), of which $300,000,000 principal amount is outstanding, and (2) $1,000 principal amount of their 8% Senior Notes due 2012 (together with the New Floating Rate Notes, the “Exchange Notes”), which have been registered under the Securities Act pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of their outstanding, unregistered 8% Senior Notes due 2012 (together with the Old Floating Rate Notes, the “Old Notes”), of which $650,000,000 principal amount is outstanding, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Old Notes, except that the Exchange Notes will be registered under the Securities Act, the transfer restrictions and registration rights applicable to the Old Notes will not apply to the Exchange Notes, and the Exchange Notes will not contain any provisions relating to liquidated damages in connection with the Old Notes under circumstances related to the timing of the Exchange Offer. The Old Notes are, and the Exchange Notes will be, guaranteed by the direct and indirect domestic wholly-owned subsidiaries of GameStop Corp. (other than the co-issuer GameStop, Inc.) on a senior unsecured basis with unconditional guarantees.
      The Issuers will accept for exchange any and all Old Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.
      This material is being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. An exchange of the Old Notes can be made only by us as the registered holders of your Old Notes and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and

 
cannot be used by you to exchange the Old Notes held by us for your account. The Exchange Offer provides a procedure for holders of the Old Notes to tender by means of guaranteed delivery.
      Accordingly, we request instructions as to whether you wish to tender any or all Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. However, we urge you to read the Prospectus carefully before instructing us as to whether or not to tender your Old Notes.
      Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 12:00 a.m., New York City Time, on                     , 2006, unless the Exchange Offer is extended by the Issuers. The time the Exchange Offer expires is referred to as the “Expiration Date.” Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date.
      If you wish to have us tender any or all of your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the reverse hereof.
      If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Old Notes on your account.

2

 
INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
       The undersigned hereby acknowledges receipt of the Prospectus and a Letter of Transmittal relating to the Exchange Offer.
      This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.
      The aggregate principal amount of the Old Notes held by you as registered holder for the account of the undersigned is $                    .
      The undersigned hereby instructs you to (check appropriate box):
o  tender Old Notes in the aggregate principal amount of $                    ; or
o  not tender any Old Notes.
      If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized: (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including, but not limited to, the representations that (i) the undersigned is acquiring the Exchange Notes in the ordinary course of the business of the undersigned, (ii) the undersigned is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in a distribution of Exchange Notes, (iii) the undersigned is not an “affiliate,” as such term is defined under Rule 405 of the Securities Act, of either of the Issuers or any subsidiary of either of the Issuers, (iv) the undersigned acknowledges that any person participating in the Exchange Offer who cannot make the representations in (i), (ii) and (iii) above must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no-action letters issued to issuers in exchange offers like the Exchange Offer, (v) the undersigned acknowledges that a resale transaction as described in clause (iv) above should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K of the Commission, and (vi) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes, the Old Notes to be exchanged for the Exchange Notes were acquired by the undersigned as a result of market-making or other trading activities and the undersigned acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and has not entered into any arrangement or understanding with the Issuers or any affiliate of the Issuers in connection with any resale of such Exchange Notes (however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act); (b) to agree, on behalf of and pursuant to the instructions of the undersigned, to tender Old Notes held by you for the account of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Old Notes.

3

 
SIGN HERE
Name of Beneficial Owner(s)
 
Signature(s)
 
Name(s)
 
(Please Print)
Address
 
(Including Zip Code)
Area Code and Telephone No.
 
Taxpayer Identification or Social Security No.
 
Date

4

 
Ex 99.4

GameStop Corp.
GameStop, Inc.
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
all outstanding
Senior Floating Rate Notes due 2011
($300,000,000 principal amount outstanding)
for
Senior Floating Rate Notes due 2011
Which Have Been Registered Under the Securities Act of 1933
and all outstanding
8% Senior Notes due 2012
($650,000,000 principal amount outstanding)
for
8% Senior Notes due 2012
Which Have Been Registered Under the Securities Act of 1933
        Registered holders of outstanding, unregistered Senior Floating Rate Notes due 2011 and 8% Senior Notes due 2012 (the “Old Notes”) who wish to tender their Old Notes in exchange for a like principal amount of Senior Floating Rate Notes due 2011 and 8% Senior Notes due 2012 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended, and whose certificates representing the Old Notes are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver their Old Notes, the Letter of Transmittal or any other documents required to the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date, may use this Notice of Guaranteed Delivery. Such form may be delivered by hand or transmitted by facsimile transmission, overnight courier or mail to the Exchange Agent. Capitalized terms used but not defined herein have the meaning given to them in the Letter of Transmittal.
 	 	 	 	 	
To: Citibank, N.A., The Exchange Agent	
 	
By Registered or Certified Mail:

Citibank, N.A.
111 Wall Street, 15 th  Floor
New York, NY 10005
Attn: Agency & Trust Services	 	By Overnight and Hand Delivery:

Citibank, N.A.
111 Wall Street, 15 th  Floor
New York, NY 10005
Attn: Agency & Trust Services	 	By Facsimile:

Citibank, N.A.
Attn: Agency & Trust Services
212-657-1020

Confirm by Telephone:

1-800-422-2066	
      Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.
      This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

 
Ladies and Gentlemen:
      The undersigned hereby tenders to the Issuers, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together consitute the Exchange Offer), receipt of which is hereby acknowledged, the aggregate principal amount of $          Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus and Instruction 1 of the Letter of Transmittal.
      The undersigned hereby acknowledges that it must deliver certificates representing its Old Notes (or a book-entry confirmation) and the Letter of Transmittal to the Exchange Agent within the time period set forth herein, and that failure to do so could result in financial loss to the undersigned.
      All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall survive and not be affected by the death, incapacity or dissolution of the undersigned.

2

 
SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW
 	 	 	
Certificate No(s). for Old Notes (if available)	 	Name(s) of Record Holder(s)	

	 	

(Please Print or Type)	
 	
If Old Notes will be delivered by book-entry transfer to the Depository Trust Company, provide account number:	 	Address 

	
 	 	 	
Account Number 

	 	

	
 	 	Area Code and Tel. No 

	
 	
 	 	Signature(s) 	
 	 	 	
 	 	Dated 

	
      This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old Notes exactly as its name(s) appears on certificates for Old Notes or on a security position listing the owner of Old Notes, or by a person(s) authorized to become a registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.
Please Print Name(s) and Address(es)
Name(s)

Capacity
 
Address(es)

      DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE (3) NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE.

3

 
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
      The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above-named person(s) “own(s)” the Old Notes tendered hereby within the meaning of Rule 10b-4 under the Exchange Act, (b) represents that such tender of Old Notes complies with Rule 10b-4 under the Exchange Act, and (c) guarantees that delivery to the Exchange Agent of certificates for the Old Notes tendered hereby, in proper form for transfer, or a book-entry confirmation, with delivery of a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature and any other required documents, will be received by the Exchange Agent at one of its addresses set forth above within three (3) New York Stock Exchange trading days after the Expiration Date. The undersigned acknowledges that it must deliver the Letter of Transmittal and Old Notes tendered hereby to the Exchange Agent within the time period set forth and that failure to do so could result in financial loss to the undersigned.
 	 	 	 	
Name of Firm 

	 	

	
 	 	Authorized Signature	
 	
Address 

	 	

Name 

	
 	 	(Please Print or Type)	
 	 	 	Signature(s) 

	

Area Code and Tel. No. 

	 	Title 

	
 	
Dated 

	 	

	
4