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...
Exhibit 4.2
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. |
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By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Executive Vice President and Chief Financial Officer | |||
GAMESTOP, INC. |
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By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
EB GUARANTORS: ELECTRONICS BOUTIQUE HOLDINGS CORP. |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | President and Chief Executive Officer | |||
EB INVESTMENT CORP. |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | President and Chief Executive Officer | |||
ELECTRONICS BOUTIQUE OF AMERICA INC. |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | President and Chief Executive Officer | |||
EB CATALOG COMPANY, INC. |
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By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | President | |||
ELBO INC. |
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By: | /s/ Xxxx X. Xxxxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxxxx | |||
Title: | President | |||
EB FINANCE INC. |
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By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | President | |||
EB INTERNATIONAL HOLDINGS INC. |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | President |
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EB GAMES CUSTOMER SERVICES, INC. |
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By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | President | |||
EB SPECIALTY SERVICES, INC. |
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By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | President | |||
EB SADSBURY SECOND, LLC
By: Electronics Boutique of America Inc.,
its sole Member
its sole Member
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | President and Chief Executive Officer | |||
EB SADSBURY GENERAL PARTNER, LP
By: EB Sadsbury Second, LLC, its general
partner
partner
By: Electronics Boutique of America Inc.,
its sole Member
its sole Member
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
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
general partner
By: EB Sadsbury Second, LLC, its general
partner
By: Electronics Boutique of America Inc.,
its sole Member
its sole Member
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | President and Chief Executive Officer | |||
TRUSTEE:
CITIBANK, N.A.,
as Trustee
as Trustee
By: | /s/ Xxxxx Xxxxxxxxxx | |||
Name: | Xxxxx Xxxxxxxxxx | |||
Title: | Vice President | |||
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