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                                                                   EXHIBIT 10.15


                               AMENDMENT NO. 2 TO
                           REVOLVING CREDIT AGREEMENT

         This Amendment No. 2 to Revolving Credit Agreement (this "AMENDMENT")
is dated as of June 3, 2003, and amends that certain Revolving Credit Agreement
dated as of February 19, 2002 and amended by Amendment No. 1 to Revolving Credit
Agreement dated as of March 18, 2003 (as so amended, the "LOAN AGREEMENT") by
and among GameStop Corp. (the "BORROWER"), the Banks under (and as defined in)
the Agreement, and Fleet National Bank as administrative agent for itself and
each other Bank (in such capacity, the "ADMINISTRATIVE AGENT"). Capitalized
terms used and not defined herein shall have the meanings ascribed to such terms
in the Loan Agreement.

         WHEREAS, the Borrower has requested that the Administrative Agent and
the Banks make certain amendments to the Loan Agreement;

         NOW, THEREFORE, in consideration of the foregoing premises, the
promises, mutual covenants and agreements contained in this Amendment, and fully
intending to be legally bound by this Amendment, the parties hereby agree as
follows:

         1. Permitted Acquisitions. The definition of "Permitted Acquisition" is
herby amended by amending and restating clause (vii) thereof as follows:

         "(vii) upon consummation of the Acquisition, either (x) the
         Administrative Agent shall have a valid, perfected, first-priority
         security interest in all of the properties and assets being acquired by
         the Borrower or other member of the Borrower Affiliated Group subject
         to Permitted Encumbrances, or (y) if the Acquisition is of a Person
         organized under the laws of a jurisdiction that is not a U.S.
         jurisdiction, the Administrative Agent shall have a valid, perfected
         first-priority pledge of 65% of the shares of the capital stock of such
         Person,"

         2. Qualified Investments. The definition of "Qualified Investments" is
herby amended by amending and restating clause (v) thereof and the proviso to
the definition as follows: "(v) investments in Subsidiaries (including those
acquired by means of Permitted Acquisitions); provided, however, that the
aggregate amount of Investments in Foreign Subsidiaries may not at any time
exceed 15% of the Borrower's Consolidated Tangible Net Worth determined as of
the end of the most recently completed fiscal quarter of the Borrower.".

         3. Maximum Capital Expenditures. Section 6.8 of the Loan Agreement is
hereby amended and restated in its entirety as follows:

                  "6.8. Maximum Capital Expenditures. The Borrower Affiliated
         Group shall not make Capital Expenditures in an aggregate amount


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         exceeding (i) the sum of $65,000,000 in the fiscal year ending January
         31, 2004, and (ii) the sum of $60,000,000 in each of the fiscal years
         ending January 29, 2005 and January 28, 2006; provided, however, that
         up to $5,000,000 of Capital Expenditures permitted to be expended in
         any one fiscal year that are not expended in such fiscal year may be
         carried over for expenditure in the following fiscal year."

         4. Amendment Fee. It is a condition to the effectiveness of this
Amendment that the Borrower agrees to pay to the Administrative Agent, for the
pro rata account of each of the Banks that consents to this Amendment, an
amendment fee in an amount equal to 10 basis points of such consenting Bank's
Commitment.

         5. Ratification; Miscellaneous. Except as amended hereby, all other
provisions, terms and conditions of the Loan Agreement and the other Loan
Documents are hereby ratified and confirmed and shall continue in full force and
effect. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument. This Amendment and the rights and obligations of
the parties hereunder shall be construed in accordance with and governed by the
law of the Commonwealth of Massachusetts without giving effect to the conflict
of law principles thereof.












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         IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to
Loan Agreement as of the date first written above.

                                Very truly yours,

                                FLEET NATIONAL BANK, individually
                                and as Administrative Agent


                                By   /s/ Alexis Griffin
                                   --------------------------------------------
                                     Title: Vice President


                                SOVEREIGN BANK


                                By:  /s/ Robert Cook
                                   --------------------------------------------
                                     Vice President


                                FIFTH THIRD BANK


                                By:  /s/ Christopher Motley
                                   --------------------------------------------
                                     Title: Assistant Vice President



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                                UBS AG, Stamford Branch


                                By:          /s/ Wilfred V. Saint
                                   --------------------------------------------
                                    Title:   Associate Director
                                             Banking Products Services, US


                                By:          /s/ Jennifer L. Poccia
                                   --------------------------------------------
                                    Title:   Associate Director
                                             Banking Products Services, US


ACCEPTED AND AGREED TO:

GAMESTOP CORP.


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




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