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Exhibit 3.34
Limited Partnership
Agreement of EB Sadsbury General Partner, LP, dated as of
May 23, 2005, by and between EB Sadsbury Second, LLC and
Electronics Boutique of
America Inc.
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AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
EB SADSBURY GENERAL PARTNER, LP
THIS
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of EB
Sadsbury
General Partner, LP, a Delaware limited partnership (the
"Partnership"), is made
as of the 23rd day of May, 2005, by and between EB Sadsbury Second,
LLC, a
Delaware limited liability company, as general partner (the
"General Partner"),
and Electronics Boutique of America Inc., a Pennsylvania
corporation, as limited
partner (the "Limited Partner").
NOW,
THEREFORE, intending to be legally bound hereby, and in
consideration
of the mutual promises and covenants contained herein, the parties
hereto agree
as follows:
ARTICLE I
CERTAIN DEFINITIONS
For
purposes of this Agreement, and in addition to capitalized
terms
defined elsewhere in this Agreement, the following terms shall have
the meanings
ascribed below:
"Act" means the Delaware Revised Uniform Limited Partnership Act,
as
amended from time to time.
Affiliate" means, with respect to any referenced Person, (i) a
member of
such Person's immediate family; and (ii) any Person directly or
indirectly
controlling, controlled by, or under direct or indirect common
control with the
Person in question. As used herein, "control" shall mean the
possession,
directly or indirectly, of the power to direct or cause the
direction of the
management and policies of a Person, whether through the ownership
of voting
securities, by contract, or otherwise; and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement" means this Limited Partnership Agreement of EB Sadsbury
General
Partner, LP, including all Exhibits hereto, as amended from time to
time.
"Available Cash Flow" means such portion of the cash in hand or in
bank
accounts of the Partnership as is determined by the General Partner
to be
available for distribution to the Partners after payment of the
current
liabilities, obligations and expenses of the Partnership, and after
reasonable
provision has been made for reasonably required reserves.
"Code" means the Internal Revenue Code of 1986, as amended,
including
corresponding provisions of succeeding law.
"Limited Partner" means a Person admitted to the Partnership as a
limited
partner and "Limited Partners" means all Persons admitted to the
Partnership as
limited partners.
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"Partner" or "Partners," means, individually, a General Partner or
a
Limited Partner, and collectively, the General Partner and all the
Limited
Partners, including Persons admitted to the Partnership after the
date hereof in
accordance with the terms hereof.
"Percentage Interests" means the relative percentages allocated to
the
Partners as set forth on Exhibit A hereto, as the same may be
amended from time
to time in accordance with this Agreement
"Person" means any individual, corporation, partnership, trust,
limited
liability company or other organization or entity.
"Property Holding Partnership" means EB Sadsbury Property Holding,
LP, a
Delaware limited partnership formed to hold certain parcels of real
estate,
including the lands, buildings and other improvements now located
or hereafter
constructed thereon, consisting of approximately 28 acres with all
easements and
other rights benefiting such ground and all improvements thereon,
if any,
situate in Sadsbury Township, Chester County, Pennsylvania.
"Regulations" means the Income Tax Regulations promulgated under
the Code,
as such regulations may be amended from time to time.
ARTICLE II
GENERAL
2.1
Formation of Partnership.
2.1.1 The Partnership was formed as a limited partnership pursuant
to
the Act by the filing of the certificate of limited partnership
with the Office
of the Secretary of State of the State of Delaware on October 14,
2003. Except
as modified by this Agreement, the Partnership shall be governed by
the Act.
2.2
Name of Partnership. The name of the Partnership is EB Sadsbury
General
Partner, LP, or such other name as the General Partner may from
time to time
determine, subject to the requirements of the Act and other
applicable law.
2.3
Registered Office and Registered Agent. The initial registered
agent
and registered office of the Partnership shall be Corporation Trust
Center, 1209
Orange Street, Wilmington, County of New Castle, Delaware 19801.
The registered
agent and registered office of the Partnership may be changed from
time to time
in the discretion of the General Partner, subject to the
requirements of the
Act. The business of the Partnership may be conducted at such
office or offices
as the General Partner may determine from time to time.
2.4
Purpose. The Partnership may do all things permitted to be done
by
limited partnerships under the Act, and do all things necessary,
convenient or
incidental to that purpose,
2.5
Term. The Partnership shall continue until dissolved pursuant
to
Article IX. Dissolution of the Partnership shall occur only upon
the occurrence
of one of an event specified in Article IX.
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2.6
Tax Status. It is intended that, for federal income tax purposes,
the
Partnership will be treated as a disregarded entity as long as it
is deemed to
have only a single partner for federal income tax purposes, or as a
partnership
if it is deemed to have more than a single partner for federal
income tax
purposes. No election shall be made under the Regulations to treat
the
Partnership as a corporation for federal income tax purposes unless
all of the
Partners unanimously consent to the filing of such an election.
ARTICLE III
CAPITAL CONTRIBUTIONS
3.1
Contributions.
3.1.1 Each Partner shall contribute the cash or property set
forth
opposite the name of such Partner on Exhibit A to the capital of
the
Partnership.
3.1.2 Additional capital contributions shall be made as
unanimously
agreed by the Partners, but no Partner shall be obligated to
contribute any
additional capital to the Partnership, whether upon the liquidation
of the
Partnership or otherwise. No Partner shall be obligated to restore
the deficit
balance in its capital account in the Partnership.
3.2
No Withdrawals. No Partner shall have the right to withdraw or
reduce
his contribution of capital to the Partnership. The General Partner
shall have
no personal liability for repayment of the capital contributions of
the limited
Partner.
ARTICLE IV
DISTRIBUTIONS
4.1
Available Cash Flow. Available Cash Flow, as determined by the
General
Partner, shall be distributed to the Partners in proportion to
their Percentage
Interests on an annual or more frequent basis as determined by the
General
Partner.
4.2
Liquidation. Notwithstanding anything in this Agreement to the
contrary, upon the liquidating and winding up of the Partnership,
distributions
to the Partners shall be made as set forth in Section 9.4.1
below.
ARTICLE V
ALLOCATIONS
5.1
General. If the Partnership is ever considered a partnership
for
federal income tax purposes (rather than a disregarded entity),
then, except as
otherwise required under section 704(b) pf the Code or the
Regulations
promulgated thereunder, all income, gain, loss, deduction and
credit of the
Partnership shall be allocated to the Partners in proportion to
their respective
Percentage Interests.
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ARTICLE VI
MANAGEMENT
6.1
General. The General Partner shall have the full and exclusive
power on
the Partnership's behalf, and in its name, to manage, control,
administer and
operate the business and affairs of the Partnership and to do or
cause to be
done anything it deems necessary or appropriate to carry out the
purposes of the
Partnership, as set forth in Section 2.4 above. Without limiting
the generality
of the foregoing, the General Partner shall have the authority to
make all
decisions regarding development, construction, lease, sale,
exchange, retention,
financing or refinancing of any assets held by the Partnership, and
whether the
proceeds realized from any sale, financing or similar transaction
shall be
reinvested by the Partnership, used to pay Partnership obligations
or
distributed to the Partners.
6.2
Compensation of the General Partners; Dealings with Affiliates.
6.2.1 The General Partner shall be entitled to receive
reasonable
management fees for serving as General Partner hereunder; provided,
however,
that such fees are no greater than would be paid to an unrelated
party
performing comparable management services pursuant to an agreement
negotiated at
arm's-length.
6.2.2 All reasonable costs and expenses paid to third parties
and
incurred in connection with the business and affairs of the
Partnership,
including without limitation, all legal, accounting and travel
expenses, shall
be Partnership expenses, and the General Partner and its Affiliates
shall be
entitled to reimbursement to the extent they pay any such
expenses.
6.2.3 The General Partner shall be authorized to cause the
Partnership
to obtain management services or other services from Affiliates of
some
