GameStop 2004 Annual Report Download - page 51

‚ automatically, with respect to any department, if the applicable store lease in which we operate that
department expires or is terminated prior to its expiration date; or
‚ automatically, in the event of the bankruptcy or a change in control of either us or Barnes & Noble.
Tax DisaÇliation Agreement
We entered into a ""tax disaÇliation agreement'' with Barnes & Noble which governs the allocation of
federal, state, local and foreign tax liabilities and contains agreements with respect to other tax matters arising
prior to and after the date of our initial public oÅering. The tax disaÇliation agreement became eÅective at the
time of our initial public oÅering and, among other things, sets forth the procedures for amending returns Ñled
prior to the date of our initial public oÅering, tax audits and contests and record retention. In general, we are
responsible for Ñling and paying our separate taxes for periods after our initial public oÅering and Barnes &
Noble is responsible for Ñling and paying its separate taxes for periods after our initial public oÅering. In
general, with respect to consolidated or combined returns that include Barnes & Noble and us prior to our
initial public oÅering, Barnes & Noble is responsible for Ñling and paying the related tax liabilities and will
retain any related tax refunds.
Under the tax disaÇliation agreement, without the prior written consent of Barnes & Noble, we may not
amend any tax return for a period in which we were a member of Barnes & Noble's consolidated tax group.
Barnes & Noble has the sole right to represent the interests of its consolidated tax group, including us, in any
tax audits, litigation or appeals that involve, directly or indirectly, periods prior to the time that we ceased to be
a member of their consolidated tax group (the date of the oÅering), unless we are solely liable for the taxes at
issue and any redetermination of taxes would not result in any additional tax liability or detriment to any
member of Barnes & Noble's consolidated tax group. In addition, we and Barnes & Noble have agreed to
provide each other with the cooperation and information reasonably requested by the other in connection with
the preparation or Ñling of any amendment to any tax return, the determination and payment of any amounts
owed relating to periods prior to the date of the oÅering and in the conduct of any tax audits, litigation or
appeals.
We and Barnes & Noble have agreed to indemnify each other for tax or other liabilities resulting from the
failure to pay any taxes required to be paid under the tax disaÇliation agreement, tax or other liabilities
resulting from negligence in supplying inaccurate or incomplete information or the failure to cooperate with
the preparation of any tax return or the conduct of any tax audits, litigation or appeals. The tax disaÇliation
agreement requires us to retain records, documents and other information necessary for the audit of tax returns
relating to periods prior to the date we ceased to be a member of Barnes & Noble's consolidated tax group and
to provide reasonable access to Barnes & Noble with respect to such records, documents and information.
Other Transactions and Relationships
We have agreed to pay the legal fees and expenses of one of our directors, Leonard Riggio, in connection
with the transactions contemplated under the Agreement and Plan of Merger, dated as of April 17, 2005, by
and among GameStop Corp., GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy
Subsidiary LLC and Electronics Boutique Holdings Corp., including Mr. Riggio's legal fees and expenses
incurred in connection with the preparation and Ñling of Mr. Riggio's notiÑcation and report form under the
Hart-Scott Rodino Antitrust Improvements Act of 1976 (the ""HSR Act'') (including the Ñling fee) and in
connection with the negotiation of the voting agreement entered into by Mr. Riggio and his aÇliates. We
estimate that the legal fees and expenses in connection with the preparation and Ñling of Mr. Riggio's
notiÑcation and report form under the HSR Act and in connection with the negotiation of the voting
agreement will be approximately $150,000.
In October 2004, our Board of Directors authorized a repurchase of Class B Common Stock held by
Barnes & Noble. The Company repurchased 6,107,000 shares of its Class B Common Stock at a price equal to
$18.26 per share for aggregate consideration of $111.5 million. The repurchase price per share was determined
by using a discount of 3.5% on the last reported trade of the Company's Class A Common Stock on the New
York Stock Exchange prior to the time of the transaction. The Company paid $37.5 million in cash and issued
44