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Exhibit 3.7
Limited Partnership
Agreement of GameStop Texas LP, dated as of May 27, 2004.
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GAMESTOP TEXAS LP
LIMITED PARTNERSHIP AGREEMENT
THIS LIMITED PARTNERSHIP AGREEMENT, dated as of the 27th day of
May,
2004 (the "Agreement"), between GameStop of Texas (GP), LLC, a
Delaware limited
liability company, having an address at 2250 William D. Tate
Avenue, Grapevine,
Texas 76051 (hereinafter referred to as the "General Partner") and
GameStop
(LP), LLC, a Delaware limited liability company, having an address
at 724 First
Street North, 4th Floor, Minneapolis, MN 55401 (hereinafter
referred to as the
"Limited Partner").
WITNESSETH:
WHEREAS, the General Partner and the Limited Partner (each a
"Partner"
and collectively, the "Partners") desire to organize a limited
partnership under
the laws of the Texas Revised Limited Partnership Act, as amended
from time to
time (the "Texas Act"), to be known as GameStop Texas LP (the
"Partnership");
and
WHEREAS, the Partners desire to provide for the regulation and
establishment of the affairs of the Partnership, the conduct of its
business and
the relations among them as Partners.
NOW, THEREFORE, it is mutually agreed as follows:
1.
Formation. The Partners hereby agree to form the Partnership as
a
limited partnership under the laws of the State of Texas in
accordance with the
Texas Act, and, as such, promptly after the execution of this
Agreement, the
General Partner shall prepare, execute and file with the Texas
Secretary of
State the Certificate of Limited Partnership pursuant to the Texas
Act.
2.
Purpose. The purpose of the Partnership is to engage in the
ownership
and operation of retail sellers of video game products and PC
entertainment
software under the "GameStop" trade name in the State of Texas and
any related
activities.
3.
Name and Principal Office. The name of the Partnership shall be
GameStop
Texas LP and the principal office of the Partnership shall be
located at 2250
William D. Tate Avenue, Grapevine, Texas 76051 (the "Principal
Office").
4.
Registered Office and Registered Agent. The initial registered
agent of
the Partnership is CT Corporation System, 350 North St. Paul
Street, Dallas, TX
75201. The registered agent may be changed from time to time by
amending the
Certificate of Limited Partnership pursuant to the Texas Act. The
registered
office of the Partnership shall be the initial registered office
named in the
Certificate of Limited Partnership or such other office within the
State of
Texas (which need not be a place of business of the Partnership) as
the General
Partner
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may designate from time to time in accordance with the Texas Act
upon notice to
the Limited Partner.
5.
Partners.
(a) GameStop of Texas (GP), LLC shall be the General Partner.
(b) GameStop (LP), LLC shall be the Limited Partner.
6.
Term. The term of the Partnership shall commence on the date that
the
Certificate of Limited Partnership is filed with the Texas
Secretary of State
and shall continue until the Partnership shall be dissolved and its
affairs
wound up upon:
(a) an election to dissolve the Partnership made in writing by all
the
Partners;
(b) an event of withdrawal with respect to any general partner
(as
defined in Section 4.02 of the Texas Act); or
(c) an entry of a decree of judicial dissolution under Section 8.02
of
the Texas Act.
7.
Capital Contributions, (a) The General Partner agrees to contribute
to
the capital of the Partnership the assets and liabilities set forth
on Schedule
A attached hereto, value for Adjusted Capital Account purposes at
$2,618,347.07.
(b) The Limited Partner agrees to contribute to the capital of
the
Partnership the assets and liabilities set forth on Schedule B
attached hereto,
valued for Adjusted Capital Account purposes at
$259,216,360.30.
(c) The Partners shall receive no interest on their capital
contributions.
(d) No Partner having a negative balance in its capital account as
a
result of distributions or allocations of Net Profits and Net
Losses in
accordance with this Agreement shall have any obligation to the
Partnership or
to the other Partner to restore its capital account to zero.
8.
Allocation and Distribution of Net Profits, Net Losses and
Available
Cash.
(a) Definitions. For the purposes of this Agreement:
(i) "Adjusted Capital Account" means the cash and the net
agreed
fair
market value of any property contributed by a Partner, (A)
reduced
from
time to time by (1) the agreed fair market value of any
distributions
from
the Partnership to such Partner (net of liabilities secured by
such
distributed property that such Partner is considered to assume or
take
subject to under Section 752 of the Code), and (2) Net Losses and
any
non-deductible and non-amortizable expenditures of the
Partnership
allocated to such Partner, and (B) increased from time to time by
(3) any
Net
Profits allocable to such Partner, and (4) the agreed fair market
value
of
any additional contributions made by
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such
Partner (net of liabilities secured by such distributed property
that
such
Partner is considered to assume or take subject to under Section
752
of
the Code) and (C) otherwise adjusted as required under Treasury
Regulations Section 1.704-l(b)(2)(iv). In addition, upon a
distribution in
kind
of Partnership Property (as defined in Paragraph 10 hereof),
the
Adjusted Capital Accounts of the Partners shall be increased or
decreased,
as
the case may be, as though such Partnership Property had been sold
for
an
amount equal to its fair market value and gain or loss which would
have
been
recognized were the property actually sold had been allocated to
the
Partners pursuant to Paragraph 8(c) hereof.
(ii) "Available Cash" shall mean the cash receipts of the
Partnership from any source increased by any amounts previously
held in
reserve which the General Partner determines to be no longer
necessary,
less
(A) cash expenditures of the Partnership other than (1)
expenditures
made
out of reserve accounts and (2) distributions to Partners pursuant
to
Paragraphs 8(b) or 16 hereof, and (B) any additions to reserves
which the
General Partner shall
determine to be necessary to provide funds for any
reason whatsoever.
(iii) "Capital Contribution" shall mean the aggregate capital
contribution made from time to time in cash and/or property by a
Partner to
the
Partnership.
(iv) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(v) "Net Profits" or "Net Losses" shall mean, for any period,
the
net
profits (including gain on sale) or net losses of the Partnership
for
Federal income tax purposes during such period.
(vi) "Partnership Percentage" shall mean, with respect to each
Partner, the percentage figure set forth below as follows:
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The General Partner 1.0%
The Limited Partner 99.0%
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(b) Distributions of Cash. Any Available Cash with respect to
any
fiscal year shall be distributed to the Partners in proportion to
their
respective Partnership Percentages.
(c) Allocations of Net Profits and Net Losses.
(i) Any Net Profits and Net Losses with respect to any fiscal
year
shall be allocated to the Partners in proportion to their
respective
Partnership Percentages.
(ii) Appropriate adjustments shall be made to the allocations
to
the
extent required to comply with the "qualified income offset,"
"minimum
gain
chargeback" and "chargeback for nonrecourse debt for which a
partner
bears a risk of loss" rules of the Treasury Regulations
promulgated
pursuant to Section 704(b) of the Code. To the extent permitted by
such
Treasury Regulations, the allocations in such year and subsequent
years
shall be further adjusted so that the cumulative effect of all
the
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allocations shall be the same as if all such allocations were made
pursuant
to
Paragraph 8(c)(i) hereof.
(d) Notwithstanding paragraph 8(c)(i) and (ii) above, solely
for
federal income tax purposes, appropriate adjustments should be made
to the
allocations of Net Profits and Net Losses to the extent required
under Section
704(c) of the Code and the Treasury Regulations thereunder.
9.
Rights and Duties of the General Partner. The General Partner shall
be
responsible for the day-to-day operations of the Partnership and
shall possess
all rights, powers and privileges of a general partner under the
Texas Act.
10.
Rights and Duties of the Limited Partner. (a) The Limited Partner
shall
not participate in the management of the Partnership business. No
part of the
Capital Contribution of the Limited Partner shall be withdrawn
unless all
liabilities of the Partnership, except obligations to Partners on
account of
their Capital Contributions, have been paid, or unless the
Partnership has
assets sufficient to pay them.
(b) The Limited Partner hereby consents to the General Partner
entering into any contract or transaction on such terms and
conditions as may be
approved by the General Partner in its sole discretion, and to the
employment,
when and if required, of such brokers, attorneys, accountants and
managing and
other agents for the Partnership as the General Partner may from
time to time
designate. The fact that a Partner, General or Limited, or a
principal or
partner thereof is employed by or is directly or indirectly
interested in or
connected with any person, firm or corporation employed by the
Partnership to
perform a service, or from or with which the Partnership may
purchase any
property or have other business dealings, shall not prohibit the
General Partner
from employing or otherwise dealing with such person, firm or
corporation,
provided that the terms of any such employment or obligation shall
be generally
as favorable to the Partnership as would be available in an arm's
length
transaction, and neither the Partnership nor any of the Partners
shall have any
rights in or to any income or profits derived therefrom.
11.
Officers. (a) The General Partner may designate one or more
individuals
as officers of the Partnership who may but need not have titles,
and shall
exercise and perform such powers and duties as shall be assigned to
them from
time to time by the General Partner. Any officer may be removed by
the decision
of the General Partner at any time, with or without cause. Each
officer
