exv4w2



 






Exhibit 4.2




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of October 8, 2005




INDENTURE




Dated as of September 28, 2005




among




GSC HOLDINGS CORP. and GAMESTOP, INC., as Issuers,




the Initial Guarantors named therein, as Guarantors,




and




CITIBANK, NA., as Trustee




 






$650,000,000 8% Senior Notes due 2012




$300,000,000 Senior Floating Rate Notes due 2011




 









 








     FIRST SUPPLEMENTAL INDENTURE, dated as of October 8, 2005, among GSC Holdings Corp., a
Delaware corporation (the “Company”), GameStop, Inc., a Minnesota corporation (“GameStop” and,
together with the Company, the Issuers”), the entities named on Exhibit 1 hereto (collectively the
“EB Guarantors”) and Citibank, N.A., as Trustee (the “Trustee”).



     WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture dated
as of September 28, 2005 (the “Indenture”), providing for the issuance of $650,000,000 aggregate
principal amount of 8% Senior Subordinated Notes due 2012 (the “Senior Notes”) and $300,000,000
aggregate principal amount of Senior Floating Rate Notes due 2011 (the “Senior Floating Rate Notes”
and, together with the Senior Notes, the “Notes”); and



     WHEREAS, subsequent to the execution of the Indenture and the issuance of the Notes, and
pursuant to that certain Merger Agreement dated as of April 17, 2005, by and among the Company,
GameStop Corp., GameStop, Cowboy Subsidiary LLC, Eagle Subsidiary LLC and Electronics Boutique
Holdings Corp., each of the EB Guarantors shall become subsidiaries of the Company; and



     WHEREAS, pursuant to and as contemplated by Section 5.01(b) of the Indenture, the parties
hereto desire to execute and deliver this First Supplemental Indenture for the purpose of providing
for the EB Guarantors to expressly assume all the Obligations of a Guarantor under the Notes and
the Indenture;



     NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of
the other and for the equal and ratable benefit of the Holders of the Notes, as follows:



I.




ASSUMPTION OF GUARANTEES




     Each of the EB Guarantors, as provided by Section 5.01(b) of the Indenture, hereby
unconditionally expressly assumes all of the Obligations of a Guarantor under the Notes and the
Indenture as set forth in Section 5.01(b) of the Indenture; and the EB Guarantors may expressly
exercise every right and power of a Guarantor under the Indenture.



II.




MISCELLANEOUS PROVISIONS




     A. Terms Defined.



     For all purposes of this First Supplemental Indenture, except as otherwise defined or unless
the context otherwise requires, terms used in capitalized form in this First Supplemental Indenture
and defined in the Indenture have the meanings specified in the Indenture.



 









 





     B. Indenture.



     Except as amended hereby, the Indenture and the Notes are in all respects ratified and
confirmed and all the terms shall remain in full force and effect.



     C. Governing Law.




     THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



     D. Successors.



     All agreements of the Issuers and the Guarantors in this First Supplemental Indenture, the
Notes and the Guarantees shall bind their respective successors. All agreements of the Trustee in
this First Supplemental Indenture shall bind its successors.



     E. Multiple Counterparts.



     The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be
deemed an original, but all of them together represent one and the same agreement.




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SIGNATURES




     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed, all as of the date first written above.



	 	 	 	 	 
	 	ISSUERS:





GSC HOLDINGS CORP.

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



	 	 	 	 	 
	 	GAMESTOP, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EB GUARANTORS:





ELECTRONICS BOUTIQUE HOLDINGS CORP.

 	 
	 	By:  	/s/ Jeffrey W. Griffiths
 	 
	 	 	Name:  	Jeffrey W. Griffiths 	 
	 	 	Title:  	President and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	 	EB INVESTMENT CORP.

 	 
	 	By:  	/s/ Jeffrey W. Griffiths
 	 
	 	 	Name:  	Jeffrey W. Griffiths 	 
	 	 	Title:  	President and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	 	ELECTRONICS BOUTIQUE OF AMERICA INC.

 	 
	 	By:  	/s/ Jeffrey W. Griffiths
 	 
	 	 	Name:  	Jeffrey W. Griffiths 	 
	 	 	Title:  	President and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	 	EB CATALOG COMPANY, INC.

 	 
	 	By:  	/s/ James A. Smith
 	 
	 	 	Name:  	James A. Smith 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	ELBO INC.

 	 
	 	By:  	/s/ John R. Panichello
 	 
	 	 	Name:  	John R. Panichello 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	EB FINANCE INC.

 	 
	 	By:  	/s/ James A. Smith
 	 
	 	 	Name:  	James A. Smith 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	EB INTERNATIONAL HOLDINGS INC.

 	 
	 	By:  	/s/ Jeffrey W. Griffiths
 	 
	 	 	Name:  	Jeffrey W. Griffiths 	 
	 	 	Title:  	President 	 



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	 	EB GAMES CUSTOMER SERVICES, INC.

 	 
	 	By:  	/s/ James A. Smith
 	 
	 	 	Name:  	James A. Smith 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	EB SPECIALTY SERVICES, INC.

 	 
	 	By:  	/s/ James A. Smith
 	 
	 	 	Name:  	James A. Smith 	 
	 	 	Title:  	President 	 
	 



EB SADSBURY SECOND, LLC




By:   Electronics Boutique of America Inc.,

          its sole Member




	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Jeffrey W. Griffiths
 	 
	 	 	Name:  	Jeffrey W. Griffiths 	 
	 	 	Title:  	President and Chief
Executive Officer 	 
	 



EB SADSBURY GENERAL PARTNER, LP




By:   EB Sadsbury Second, LLC, its general

          partner




By:   Electronics Boutique of America Inc.,

          its sole Member




	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Jeffrey W. Griffiths
 	 
	 	 	Name:  	Jeffrey W. Griffiths 	 
	 	 	Title:  	President and Chief
Executive Officer 	 



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EB SADSBURY PROPERTY HOLDING LP




By:   EB Sadsbury General Partner LP, its

          general partner



By:   EB Sadsbury Second, LLC, its general

          partner




By:   Electronics Boutique of America Inc.,

          its sole Member




	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Jeffrey W. Griffiths
 	 
	 	 	Name:  	Jeffrey W. Griffiths 	 
	 	 	Title:  	President and Chief
Executive Officer 	 
	 



TRUSTEE:




CITIBANK, N.A.,

as Trustee




	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Louis Piscitelli
 	 
	 	 	Name:  	Louis Piscitelli 	 
	 	 	Title:  	Vice President 	 
	 




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