FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (this Fifth Supplemental Indenture), dated as of June 17, 2020, by and among GameStop Corp., a Delaware corporation (the Company), the subsidiary Guarantors listed on the signature pages hereto (the Guarantors) and U.S. Bank National Association, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, the Company and Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of March 9, 2016 (as previously amended, supplemented and/or modified from time to time, the Indenture), providing for the issuance of the Companys 6.75% Senior Notes due 2021 (the Notes);
WHEREAS, $414,600,000 in aggregate principal amount of the Notes is currently outstanding;
WHEREAS, subject to certain exceptions, Section 9.02 of the Indenture provides, among other things, that the Company, the Guarantors and the Trustee may amend or supplement the Indenture with the consent of holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for the Notes);
WHEREAS, the Company has (i) offered to exchange (the Exchange Offer) the Notes for new 10.00% Senior Secured Notes due 2023 and (ii) has solicited consents from certain holders of the Notes to amend the Indenture;
WHEREAS, the Company has received, and has delivered to the Trustee evidence of, the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class;
WHEREAS, the Company and the Guarantors request the Trustee to join with them in the execution and delivery of this Fifth Supplemental Indenture, and in accordance with Sections 9.06, 12.04 and 12.05 of the Indenture, the Company has delivered to the Trustee simultaneously with the execution and delivery of this Fifth Supplemental Indenture an Officers Certificate and an Opinion of Counsel relating to this Fifth Supplemental Indenture;
WHEREAS, this Fifth Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto, but the provisions of Article I will only become operative (the Operative Date) upon the consummation of the Exchange Offer and the issuance of the consideration to the holders of the Notes pursuant to the terms of the Exchange Offer (the Consideration); and
WHEREAS, all requirements necessary to make this Fifth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been met and performed, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the benefit of each other and for the equal and ratable benefit of the holders of the Notes as follows: