Exhibit 10.2
GUARANTY
GUARANTY dated as of October 11, 2005 (this "Guaranty"), by each of
GameStop Corp., a Delaware corporation, GameStop Holdings Corp., a Delaware
corporation, GameStop, Inc., a Minnesota corporation, GameStop.Com, Inc., a
Delaware corporation, Sunrise Publications, Inc., a Minnesota corporation,
Marketing Control Services, Inc., a Virginia corporation, GameStop Brands, Inc.,
a Delaware corporation, GameStop of Texas (GP), LLC, a Delaware limited
liability company, GameStop (LP), LLC, a Delaware limited liability company,
GameStop Texas LP, a Texas limited partnership, Electronic Boutique Holdings
Corp., a Delaware corporation, EB Investment Corp., a Delaware corporation, EB
Catalog Company, Inc., a Nevada corporation, EB Games Customer Service, Inc., an
Ohio corporation, ELBO Inc., a Delaware corporation, EB Finance Inc., a Delaware
corporation, EB Specialty Services, Inc., a Delaware corporation, Electronics
Boutique of America Inc., a Pennsylvania corporation, EB Sadsbury Second, LLC, a
Delaware limited liability company, EB Sadsbury General Partner, LP, a Delaware
limited partnership, EB Sadsbury Property Holding, LP, a Delaware limited
partnership, and EB International Holdings, Inc., a Delaware corporation (each
such Person, individually, a "Guarantor" and collectively, the "Guarantors") in
favor of (a) BANK OF AMERICA, N.A., a national banking association, as
administrative agent (in such capacity, the "Administrative Agent") and as
collateral agent (in such capacity, the "Collateral Agent" and, in its capacity
as both Administrative Agent and Collateral Agent, the "Agent" or "Agents") for
the Secured Parties, (b) BANK OF AMERICA, N.A. and CITICORP NORTH AMERICA, INC.,
as Issuing Banks, (c) the Lenders party to the Credit Agreement, and (d) the
other Secured Parties. Capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in the Credit Agreement (referred
to below).
W I T N E S S E T H
WHEREAS, the Guarantors have entered into a certain Credit Agreement dated
as of even date herewith (as such may be amended, modified, supplemented or
restated hereafter, the "Credit Agreement") by and among (i) the Guarantors,
(ii) the Lenders named therein, (iii) Bank of America, N.A., as Administrative
Agent and Collateral Agent for the Lenders, (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,
N.A. and Citicorp North America, Inc., as Issuing Banks, and (vii) Banc 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, pursuant to which Credit Agreement the
Lenders have agreed to make Loans to the Guarantors, and the Issuing Banks have
agreed to issue Letters of Credit for the account of the Guarantors, upon the
terms and subject to the conditions specified in, the Credit Agreement; and
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WHEREAS, the obligations of the Lenders to make Loans and of the Issuing
Banks to issue Letters of Credit are each conditioned upon, among other things,
the execution and delivery by the Guarantors of a Guaranty in the form hereof.
NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in this Agreement, and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Guarantors and the Agent hereby
agree as follows:
1. Guaranty. Each Guarantor unconditionally guarantees, as a primary obligor
and not merely as a surety, the due and punctual payment and performance
(whether at the stated maturity, by acceleration or otherwise) by each of
the other Guarantors of all Obligations. Each Guarantor further agrees that
the Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon the
Guaranty notwithstanding any extension or renewal of any Obligation. The
liabilities of each Guarantor hereunder are joint and several.
2. Obligations Not Affected. To the fullest extent permitted by Applicable
Law, each Guarantor waives presentment to, demand of payment from and
protest to any other Guarantor of any of the Obligations, and also waives
notice of acceptance of the Guaranty and notice of protest for nonpayment.
To the fullest extent permitted by Applicable Law, the obligations of each
Guarantor hereunder shall not be affected by (a) the failure of any Agent
or any other Secured Party to assert any claim or demand or to enforce or
exercise any right or remedy against any other Guarantor under the
provisions of the Credit Agreement, any other Loan Document or otherwise,
(b) any rescission, waiver, amendment or modification of, or any release
from any of the terms or provisions of, this Guaranty, any other Loan
Document or any other agreement, with respect to any particular Guarantor
under the Credit Agreement, (c) the failure to perfect any security
interest in, or the release of, any of the security held by or on behalf of
the Agent or any other Secured Party, (d) the failure to provide notice of
any Default or Event of Default, of any inability to enforce the
Obligations or any provisions of the Loan Documents, or any rights against
any Collateral, (e) any act or omission on the part of the Agent which may
impair or prejudice any rights of such other Guarantor, including rights to
obtain subrogation, exoneration, contribution, indemnification or any other
reimbursement from any Guarantor or other Person, or otherwise operate as a
deemed release or discharge of any Guarantor as a matter of law or equity,
(f) any statute of limitations or other rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other
respects more burdensome than the obligation of the principal, (g) any
"single action" or "anti-deficiency" law which would otherwise prevent the
Agent from bringing any action, including any claim for a deficiency,
against such Guarantor before or after the Agent's commencement or
completion of any foreclosure action, whether judicially, by exercise of
power of sale or otherwise, or any other law which would otherwise require
any election of remedies by the Agent, and (h) any act or failure to act on
the part of any other Guarantor, or by noncompliance by the Guarantors
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with the terms, provisions and covenants of any Loan Document, regardless
of any knowledge thereof which the Agent may be charged; and each Guarantor
waives all demands and notices of every kind with respect to the foregoing.
To the extent not referred to above, each Guarantor waives (a) all defenses
(other than payment) which the Guarantors may now or hereafter have to the
payment of the Obligations, together with all suretyship defenses, which
could otherwise be asserted by such Guarantor and (b) any defense based on
or arising out of any defense of any other Guarantor or the
unenforceability of the Obligations or any part thereof from any cause, or
the cessation from any cause of the liability of any other Guarantor, other
than the payment in full in cash of all the Obligations.
3. Security. Each of the Guarantors authorizes the Agent and each of the other
Secured Parties to (a) take and hold security for the payment of the
Guaranty and the Obligations and exchange, enforce, waive and release any
such security, (b) apply such security and direct the order or manner of
sale thereof as they in their sole discretion may determine and (c) release
or substitute any one or more endorsees or other obligors.
4. Guaranty of Payment. Each of the Guarantors further agrees that this
Guaranty constitutes a guaranty of payment when due and not of collection,
and waives any right to require that any resort be had by the Agent or any
other Secured Party to any of the Collateral or other security held for
payment of the Obligations or to any balance of any deposit account or
credit on the books of the Agent or any other Secured Party in favor of any
other Guarantor or any other Person or to any other guarantor of all or
part of the Obligations.
5. No Discharge or Diminishment of Guaranty. The obligations of each Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason (other than the payment in full in cash of the
Obligations), including any claim of waiver, release, surrender, alteration
or compromise of any of the Obligations, and shall not be subject to any
defense or set-off, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Obligations
or otherwise.
6. Agent's Power to Waive, Etc. Each Guarantor grants to the Agent full power
in its sole discretion, without notice to or consent of such Guarantor
(such notice and consent being expressly waived to the fullest extent
permitted by applicable law), and without in any way affecting the
liability of such Guarantor hereunder:
a. to waive compliance with, any Default or Event of Default under, and
to consent to any amendment to or modification or termination of any
terms or provisions of, or to give any waiver in respect of, any of
the Loan Documents, the Collateral, the Obligations or any guaranty
thereof (each as from time to time in effect);
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b. to grant any extensions of the Obligations, and any other indulgence
with respect thereto, and to effect any total or partial release (by
operation of law or otherwise), discharge, compromise or settlement
with respect to the obligations of any other Person in respect of the
Obligations, whether or not rights against any Guarantor hereunder are
reserved in connection therewith;
c. to take security in any form for the Obligations, and to consent to
the addition to or the substitution, exchange, release or other
disposition of, or to deal in any other manner with, any part of any
property contained in the Collateral whether or not the property, if
any, received upon the exercise of such power shall be of a character
or value the same as or different from the character or value of any
property disposed of, and to obtain, modify or release any present or
future guaranties of the Obligations and to proceed against any of the
Collateral or such guaranties in any order;
d. to collect or liquidate or realize upon any of the Obligations or the
Collateral in any manner or to refrain from taking any such action;
and
e. to extend credit under any of the Loan Documents, or otherwise, in
such amount and on such terms as the Agent may determine in its sole
discretion, including increasing the amount of credit and the interest
rate and fees with respect thereto, even though the condition of the
Obligors (financial or otherwise, on an individual or Consolidated
basis) may have deteriorated since the date hereof.
7. Certain Guarantor Representations. Each Guarantor represents, as to itself,
as of the date hereof that:
a. it is in the best interest of such Guarantor, is consistent with the
purposes for which such Guarantor was organized as an integral part of
the business conducted and proposed to be conducted by the Borrower
Affiliated Group, and is reasonably necessary and convenient to the
conduct of such business, to induce the Agent and the Lenders to enter
into the Credit Agreement and to extend credit to the Guarantors by
undertaking the obligations set forth in this Guaranty;
b. the business of such Guarantor benefits from the successful
performance of the business of each other Guarantor and each other
member of the Borrower Affiliated Group, and the Borrower Affiliated
Group as a whole; the failure of any member of the Borrower Affiliated
Group to cooperate with all other members of the Borrower Affiliated
Group in the conduct of their respective businesses is reasonably
likely to have an adverse impact on the business of each other member
of the Borrower Affiliated Group; and the failure of any member of the
Borrower Affiliated Group to associate or cooperate with all other
members of the Borrower
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Affiliated Group is reasonably likely to impair the goodwill of the
Borrower Affiliated Group as a whole;
c. the credit to be made available by the Lenders under the Loan
Documents will directly or indirectly inure to such Guarantor's
benefit;
d. by virtue of the foregoing such Guarantor is receiving at least
reasonably equivalent value from the Agent and the Lenders for its
guaranty hereunder; and
e. such Guarantor is Solvent.
8. Defenses of Guarantors Waived. The Agent and the other Secured Parties may,
at their election, foreclose on any security held by one or more of them by
one or more judicial or nonjudicial sales, accept an assignment of any such
security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with any other Guarantor, or
exercise any other right or remedy available to them against any other
Guarantor, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent that all the Obligations have been
indefeasibly paid in full in cash. Pursuant to, and to the extent permitted
by, Applicable Law, each of the Guarantors waives any defense arising out
of any such election even though such election operates, pursuant to
Applicable Law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against any other
Guarantor or any security.
9. Agreement to Pay; Subordination. In furtherance of the foregoing and not in
limitation of any other right that the Agents or any other Secured Party
has at law or in equity against any Guarantor by virtue hereof, upon the
failure of any Guarantor or any other Borrower to pay any Obligation when
and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, each of the Guarantors hereby
promises to and will forthwith pay, or cause to be paid, to the Agents or
such other Secured Party as designated thereby in cash the amount of such
unpaid Obligations. Upon payment by any Guarantor of any sums to an Agent
or any other Secured Party as provided above, all rights of such Guarantor
against any other Guarantor or any other Borrower arising as a result
thereof by way of right of subrogation, contribution, reimbursement,
indemnity or otherwise shall in all respects be subordinate and junior in
right of payment to the prior payment in full in cash of all the
Obligations. In addition, any indebtedness of any Guarantor or any other
Borrower now or hereafter held by any other Guarantor is hereby
subordinated in right of payment to the prior payment in full in cash of
all of the Obligations. After the occurrence of Default or an Event of
Default, none of the Guarantors will demand, sue for, or otherwise attempt
to collect any such indebtedness until payment in full in cash of the
Obligations, termination of Lenders' obligations to make Loans and
termination of the Issuing Banks' obligation to issue Letters of Credit
under the Credit Agreement. If any amount shall erroneously be paid to
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any Guarantor on account of (a) such subrogation, contribution,
reimbursement, indemnity or similar right or (b) any such indebtedness of
any Guarantor or any other Borrower, such amount shall be held in trust for
the benefit of the Secured Parties and shall forthwith be paid to the Agent
to be credited against the payment of the Obligations, whether matured or
unmatured, in accordance with the terms of the Loan Documents.
10. Limitation on Guaranty of Obligations. In any action or proceeding with
respect to any Guarantor involving any state corporate law, or any state or
Federal bankruptcy, insolvency, reorganization or other law affecting the
rights of creditors generally, if the obligations of such Guarantor under
Section 1 hereof would otherwise be held or determined to be void, invalid
or unenforceable, or subordinated to the claims of any other creditors, on
account of the amount of its liability under said Section 1, then,
notwithstanding any other provision hereof to the contrary, the amount of
such liability shall, without any further action by such Guarantor, any
Lender, the Agent or any other Person, be automatically limited and reduced
to the highest amount which is valid and enforceable and not subordinated
to the claims of other creditors as determined in such action or
proceeding.
11. Information. Each of the Guarantors assumes all responsibility for being
and keeping itself informed of each other Guarantor's financial condition
and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Obligations and the nature, scope and extent of the risks
that such Guarantor assumes and incurs hereunder, and agrees that none of
the Agents or the other Secured Parties will have any duty to advise any of
the Guarantors of information known to it or any of them regarding such
circumstances or risks.
12. Termination. The Guaranty (a) shall terminate when all the Obligations have
been indefeasibly paid in full in cash, the Commitments have been
terminated under the Credit Agreement, the Letter of Credit Outstandings
have been reduced to zero, or fully cash collateralized in a manner
satisfactory to the Issuing Banks and the Agent, and the Issuing Banks have
no further obligation to issue Letters of Credit under the Credit Agreement
and (b) shall continue to be effective or be reinstated, as the case may
be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by any Secured Party or any
Guarantor upon the bankruptcy or reorganization of any other Guarantor or
any Borrower or otherwise. Not later than five days after receipt of notice
from the Agent, the Guarantors shall pay to the Agent an amount equal to
the amount of such repayment or return for which the Agent or the Banks
have so become liable. Payments hereunder by the Guarantors may be required
by the Agent on any number of occasions.
13. Costs of Enforcement. The Guarantors will pay on demand (i) all reasonable
out-of-pocket expenses incurred by the Agents and their Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Agents and any outside consultants for
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the Agents, in connection with the preparation and administration of this
Guaranty or any amendments, modifications or waivers of the provisions
hereof (whether or not the transactions contemplated hereby shall be
consummated), and (ii) all reasonable out-of-pocket expenses incurred by
the Agents, the Issuing Banks or any Lender, including the reasonable fees,
charges and disbursements of any counsel and any outside consultants for
the Agents, the Issuing Banks or any Lender, in connection with the
enforcement or protection of the rights of the Agents, the Issuing Banks or
any Lender in connection with the Loan Documents, including their rights
under this Guaranty; provided that the Lenders who are not the Agents shall
be entitled to reimbursement for no more than one counsel representing all
such Lenders.
14. Binding Effect; Several Agreement; Assignments. Whenever in this Guaranty
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party. All covenants, promises
and agreements by or on behalf of the Guarantors that are contained in this
Guaranty shall bind and inure to the benefit of each party hereto and their
respective successors and assigns, except that no Guarantor shall have the
right to assign or transfer its rights or obligations hereunder or any
interest herein (and any such attempted assignment or transfer shall be
void). This Guaranty shall be construed as a separate agreement with
respect to each Guarantor and may be amended, modified, supplemented,
waived or released with respect to any Guarantor without the approval of
any other Guarantor and without affecting the obligations of any other
Guarantor hereunder.
15. Waivers; Amendment. (a) The rights, remedies, powers, privileges, and
discretions of the Agents hereunder and under Applicable Law (herein, the
"Agents' Rights and Remedies") shall be cumulative and not exclusive of any
rights or remedies which it would otherwise have. No delay or omission by
the Agents in exercising or enforcing any of the Agents' Rights and
Remedies shall operate as, or constitute, a waiver thereof. No waiver by
the Agents of any Event of Default or of any default under any other
agreement shall operate as a waiver of any other default hereunder or under
any other agreement. No single or partial exercise of any of the Agents'
Rights or Remedies, and no express or implied agreement or transaction of
whatever nature entered into between the Agents and any Person, at any
time, shall preclude the other or further exercise of the Agents' Rights
and Remedies. No waiver by the Agents of any of the Agents' Rights and
Remedies on any one occasion shall be deemed a waiver on any subsequent
occasion, nor shall it be deemed a continuing waiver. The Agents' Rights
and Remedies may be exercised at such time or times and in such order of
preference as the Agents may determine. The Agents' Rights and Remedies may
be exercised without resort or regard to any other source of satisfaction
of the Obligations. No waiver of any provisions of this Guaranty or any
other Loan Document or consent to any departure by any Guarantor therefrom
shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such
Guarantor or any
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other Guarantor to any other or further notice or demand in similar or
other circumstances.
(b) Neither this Guaranty nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Agents and the Guarantor or Guarantors with respect to whom such waiver,
amendment or modification is to apply, subject to any consent required in
accordance with Section 9.2 of the Credit Agreement.
16. Copies and Facsimiles. This instrument and all documents which have been or
may be hereinafter furnished by the Guarantors to any of the Agents may be
reproduced by the Agents by any photographic, microfilm, xerographic,
digital imaging, or other process. Any such reproduction shall be
admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made in the regular course of
business). Any facsimile which bears proof of transmission shall be binding
on the party which or on whose behalf such transmission was initiated and
likewise so admissible in evidence as if the original of such facsimile had
been delivered to the party which or on whose behalf such transmission was
received.
17. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
18. Notices. All communications and notices hereunder shall be in writing and
given as provided in Section 9.1 of the Credit Agreement.
19. Survival of Agreement; Severability. (a) All covenants, agreements,
representations and warranties made by the Guarantors herein and in the
certificates or other instruments prepared or delivered in connection with
or pursuant to this Guaranty or any other Loan Document shall be considered
to have been relied upon by the Agents and the other Secured Parties and
shall survive the making by the Lenders of the Loans and the issuance of
the Letters of Credit by the Issuing Banks regardless of any investigation
made by the Secured Parties or on their behalf, and shall continue in full
force and effect as long as the Obligations are outstanding and unpaid or
the Letter of Credit Outstandings do not equal zero, or are not fully cash
collateralized in a manner satisfactory to the Issuing Banks and the Agent,
and as long as the Commitments have not expired or terminated.
(b) Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without
affecting the validity, legality and enforceability of the
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remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
20. Counterparts. This Guaranty may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which, when taken together, shall
constitute a single contract. Delivery of an executed counterpart of a
signature page to this Guaranty by telecopy shall be as effective as
delivery of a manually executed counterpart hereof.
21. Jurisdiction; Consent to Service of Process. (a) Each of the Guarantors
agrees that any suit for the enforcement of this Guaranty or any other Loan
Document may be brought in any court of the State of New York sitting in
the Borough of Manhattan or any federal court sitting therein as the Agent
may elect in its sole discretion and consents to the non-exclusive
jurisdiction of such courts. Each Guarantor hereby waives any objection
which it may now or hereafter have to the venue of any such suit or any
such court or that such suit is brought in an inconvenient forum..
(b) Each party to this Guaranty irrevocably consents to service of process
in the manner provided for notices in Section 18. Nothing in this Guaranty or
any other Loan Document will affect the right of any party to this Agreement to
serve process in any other manner permitted by law.
22. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 21.
23. Right of Set-off. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of
the Guarantors against any of and all the obligations of such Guarantor now
or hereafter existing under this Guaranty held by such Lender, irrespective
of whether or not such
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Lender shall have made any demand under this Guaranty and although such
obligations may be unmatured and regardless of the adequacy of the
Collateral. The rights of each Lender under this Section 23 are in addition
to other rights and remedies (including other rights of set-off) that such
Lender may have.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Guarantors have duly executed this Guaranty under
seal as of the day and year first above written.
GUARANTORS:
GAMESTOP CORP.
GAMESTOP HOLDINGS CORP.
GAMESTOP, INC.
SUNRISE PUBLICATIONS, INC.
ELECTRONICS BOUTIQUE HOLDINGS CORP.
EB INVESTMENT CORP.
EB CATALOG COMPANY, INC.
EB GAMES CUSTOMER SERVICE, INC.
ELBO INC.
EB FINANCE INC.
EB SPECIALTY SERVICES, INC.
ELECTRONICS BOUTIQUE OF AMERICA INC.
EB SADSBURY SECOND, LLC
EB SADSBURY GENERAL PARTNER, LP
EB SADSBURY PROPERTY HOLDING, LP
EB INTERNATIONAL HOLDINGS, Inc.
as Borrowers
By: /s/ David W. Carlson
--------------------------
Name: David W. Carlson
Title: Executive Vice President and Chief
Financial Officer
GAMESTOP.COM, INC.
MARKETING CONTROL SERVICES, INC.
GAMESTOP BRANDS, INC.
GAMESTOP (LP), LLC
as Borrowers
By:/s/ David W. Carlson
---------------------------
Name: David W. Carlson
Title: Authorized Signatory
GAMESTOP OF TEXAS (GP), LLC
as Borrower
By: GameStop, Inc.
By:/s/ David W. Carlson
--------------------------
Name: David W. Carlson
Title: Executive Vice President and Chief
Financial Officer
GAMESTOP TEXAS LP
as Borrower
By: GameStop of Texas (GP), LLC, its general
partner
By: GameStop, Inc.
By:/s/ David W. Carlson
-------------------------
Name: David W. Carlson
Title: Executive Vice President and Chief
Financial Officer