0000950138-11-000016 Sample Contracts

AMENDED AND RESTATED SECURITY AGREEMENT
Amended And • January 6th, 2011 • GameStop Corp. • Retail-computer & computer software stores • New York

WHEREAS, the Lead Borrower and certain of the Grantors, among others, have entered into (i) that certain Credit Agreement, dated as of October 11, 2005 (as amended and in effect on and prior to the date hereof, the “Existing Credit Agreement”) by, among others, the Lead Borrower, the other Borrowers party thereto, the “Lenders” as defined therein, 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” and (ii) that certain Security Agreement, dated as of October 11, 2005 (as amended and in effect on and prior to the date hereof, the “Existing Security Agreement”) by and among such Grantors and Bank of America, N.A., as “Collateral Agent”; and

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AMENDED AND RESTATED PATENT AND TRADEMARK SECURITY AGREEMENT
Patent and Trademark Security Agreement • January 6th, 2011 • GameStop Corp. • Retail-computer & computer software stores • New York

WHEREAS, the Lead Borrower and certain of the Grantors, among others, have entered into (i) that certain Credit Agreement, dated as of October 11, 2005 (as amended and in effect on and prior to the date hereof, the “Existing Credit Agreement”) by, among others, the Lead Borrower, the other Borrowers party thereto, the “Lenders” as defined therein, 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”, (ii) that certain Security Agreement, dated as of October 11, 2005 (as amended and in effect on and prior to the date hereof, the “Existing Security Agreement”) by and among such Grantors and Bank of America, N.A., as “Collateral Agent”, and (iii) that certain Patent and Trademark Security Agreement, dated as of October 11, 2005 (as amended and in effect on and prior to the date hereof, the “Existing Paten

AMENDED AND RESTATED PLEDGE AGREEMENT
Amended and Restated Pledge Agreement • January 6th, 2011 • GameStop Corp. • Retail-computer & computer software stores • New York

AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) dated as of January 4, 2011, by and among GAMESTOP CORP., a corporation organized under the laws of the State of Delaware having a place of business at 625 Westport Parkway, Grapevine, Texas 76051, as Lead Borrower; the Subsidiary Borrowers party hereto (together with the Lead Borrower, individually, a “Pledgor” and collectively, the “Pledgors”); and BANK OF AMERICA, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent” for the Credit Parties (, in consideration of the mutual covenants contained herein and benefits to be derived herefrom.

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