SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
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<FILENAME>filename1.txt
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                KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
                                ATTORNEYS AT LAW

             260 S. BROAD STREET                    New Jersey Office
             PHILADELPHIA, PA 19102               457 Haddonfield Road
                                                        Suite 510
               (215) 568-6060               Cherry Hill, New Jersey 08002-2220
               FAX: (215) 568-6603                    (856)486-7900

               www.klehr.com                         Delaware Office
                                                    919 Market Street
                                                       Suite 1000
                                             Wilmington, Delaware 19801-3062
                                                      (302) 426-1189

                                  July 1, 2005

VIA EDGAR

Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention:  Mr. H. Christopher Owings

      RE:   GSC HOLDINGS CORP.
            REGISTRATION STATEMENT ON FORM S-4
            FILED MAY 23, 2005
            FILE NO. 333-125161

            ELECTRONICS BOUTIQUE HOLDINGS CORP.
            FORM 10-K FOR FISCAL YEAR ENDED JANUARY 29, 2005
            FILED APRIL 7, 2005
            FORM 10-Q FOR FISCAL QUARTER ENDED APRIL 30, 2005
            FILED JUNE 9, 2005
            FILE NO. 0-24603

Dear Mr. Owings:

      On behalf of Electronics Boutique Holdings Corp. ("EB"), we are writing in
response to the comments of the Staff of the Division of Corporation Finance
(the "Staff") of the Securities and Exchange Commission (the "Commission") that
were contained in your letter dated June 22, 2005 (the "Comment Letter") in
connection with EB's Annual Report on Form 10-K for the fiscal year ended
January 29, 2005 filed on April 7, 2005 and EB's Quarterly Report on Form 10-Q
for the fiscal quarter ended April 30, 2005 filed on June 9, 2005. Counsel for
GSC Holdings Corp. intends to file a response to comments 1 through 8 along with
Amendment No. 1 to the Registration Statement on Form S-4 (Registration No.
333-125161) next week.

      Set forth below are responses to comments 9 through 28 from the Comment
Letter which are numerically keyed to the Staff's comments. Unless otherwise
indicated, page references in the headers are from the Comment Letter and refer
to EB's Form 10-K for the year ended January 29, 2005.
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 2

Electronics Boutique Holdings Corp. - Form 10-K, for the year ended January 29,
2005

Item 1. Business, page 1

      9.    In response to the Staff's comment, EB will provide the following
            table that represents the sales contributed by each class of similar
            products for the periods indicated. The table will appear in Item 1.
            Business - Products of EB's amended Form 10-K:

<TABLE>
<CAPTION>
                                     1/29/05     1/31/04     2/1/03
                                     -------     -------     ------
<S>                                  <C>         <C>         <C>
            Video Game Software        60.6%       58.5%      54.1%
            Video Game Hardware        16.2        17.8       18.7
            PC Software                10.0        10.5       12.0
            Accessories                 9.8        10.3       11.5
            Other Products              3.4         2.9        3.7
                                      -----       -----      -----
            Total                     100.0%      100.0%     100.0%
</TABLE>

Competitive Strengths

Pre-played Products, page 9

      10.   EB's disclosures indicate that it allows its customers to
            trade-in pre-played games for store credit that can be applied
            towards the purchase of new or pre-played products.
            Alternatively, the customer can receive cash for a trade-in.  EB
            then sells these pre-played products in the normal course of its
            retail operations.  In addition to trade-in activity by its
            customers, EB obtains a portion of its pre-played products from
            some of the products returned by its customers from a previous
            sale as defective.  These products are inspected, refurbished and
            repackaged by EB's reclamation center and returned to its stores
            for sale to its customers.  EB does not monitor how much of its
            pre-played products are obtained from these two sources.  Thus,
            EB considers both sources of its pre-played products to be
            generated from its walk-in customers.

            EB will revise its disclosure in Item 1. Products - Pre-played
            software and pre-played video game hardware of its amended Form 10-K
            as follows:

            PRE-PLAYED SOFTWARE AND PRE-PLAYED VIDEO GAME HARDWARE.
            As a result of the proliferation of new titles and the tendency of
            gamers to seek new game challenges after mastering a particular
            title, a growing market for pre-played software has evolved. Also,
            with changes in hardware technology and a growing

                                        2
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 3

            desire to own multiple gaming systems, a market for pre-played
            hardware has developed. Our primary source for pre-played products
            is from walk-in customers. We allow customers to trade in and
            purchase pre-played games and hardware in our stores. In return for
            a trade-in, customers can receive a store credit, which can be
            applied towards the purchase of new or pre-played products, or they
            can receive cash.

      11.   The operating costs for EB's reclamation center for the fiscal
            year ended January 29, 2005 were $15.3 million.  As of January
            29, 2005, EB employed 412 associates, of which 234 were part-time
            status, in connection with its reclamation center.  The
            reclamation process involves both video game software and
            hardware.  Software that is taken in trade from EB's customers at
            its retail stores that appears to have excessive scratches or has
            packaging that is excessively defaced will be sent from the
            stores to the reclamation center.  At the reclamation center,
            EB's staff inspects the condition of the video game CD to
            determine if the scratches are too severe for the reclamation
            process to be successful.  After this inspection, EB's staff uses
            resurfacing (buffing) equipment to grind out the scratches from
            the surface of the video game CD and then either repackages the
            CD in its original case or in a replacement case for shipment
            back to the stores for sale.  Almost all video game hardware
            systems are also returned from the retail stores to the
            reclamation center for inspection, cleaning, testing and
            repackaging before being offered for sale in EB's stores.  EB's
            staff is able to repair many inoperable hardware systems or
            replace broken and missing components of these systems.

            Operating costs of the reclamation center are capitalized to
            inventory cost as the reclamation process is completed. These costs
            are then reflected in cost of goods sold as the pre-played products
            are sold.

Innovative Marketing, pages 10-11

      12.   The EB Edge Card program provides EB's customers with an
            opportunity to obtain a 10% discount on the purchase of
            pre-played products for a period of one year for a fee of $5.
            This program is intended to generate loyalty on the part of EB's
            customers and increase sales volume by incentivizing customers to
            return to EB's stores to make pre-played purchases.  The fee is
            charged to partially offset the impact of the 10% discount given
            for future purchases.  The $5 fee is amortized to revenue on a
            straight-line basis over the one-year period of the program.  For
            the fiscal year ended January 29, 2005, total sales under this
            program were $4.5 million and the deferred revenue balance for
            these sales as of January 29, 2005 was $3.3 million.  EB does not
            believe EITF 00-22 applies to its program as it is not point
            based and is not contingent upon the customer making any
            additional purchases during the one-year membership period.  The
            customer receives the 10% discount immediately upon joining and
            continues to do so for all

                                        3
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 4

            subsequent purchases for the full one-year period, regardless of the
            amount of purchases during the one-year period.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations, page 24

General

      13.   The disclosure concerning the speed of growth of the pre-played
            category is largely attributable to the speed of growth in the
            number of EB's strip-center stores.  EB's disclosure indicates
            the belief that the growth of its pre-played business will be
            enhanced by the focus on the opening of these strip-center stores
            which tend to have a higher percentage of their sales mix in
            pre-played products than that of EB's mall-based stores. This is
            primarily due to the higher level of value conscious customers
            these stores tend to attract.  Of the 479 new stores opened in
            the year ended January 29, 2005, 359, or approximately 75%, were
            of the strip-center format.  EB's disclosures are not intended to
            represent that it expects the overall sales of pre-played
            products to exceed that of new video game products.  As
            requested, EB is submitting supplementally on Exhibit A the
            information regarding sales, gross profits and gross margin
            percentages for new and pre-played video game products.  The
            information set forth on Exhibit A is confidential information of
            EB and EB hereby requests confidential treatment of such
            information under Rule 83 of the Commission's Rules of Practice
            (17 CFR 200.83).

Fiscal 2005 Compared to Fiscal 2004, page 24

      14.   EB incorrectly reported the impact of sales for the 479 new stores
            opened during fiscal 2005 and the non-comparable sales for stores
            opened in fiscal 2004. In fiscal 2005, EB closed 30 stores, and in
            fiscal 2004, EB closed 16 stores.

            The following is revised disclosure regarding the change in sales
            for fiscal 2005 compared to fiscal 2004:

            FISCAL 2005 COMPARED TO FISCAL 2004

            REVISED

            Net sales increased 24.9% from $1,588.4 million in fiscal 2004 to
            $1,983.5 million in fiscal 2005. The increase in net sales was
            primarily

                                        4
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 5

            attributable to the sales volume of approximately $182.8 million
            resulting from 479 new stores opened during fiscal 2005, coupled
            with the additional sales volume of approximately $142.5 million for
            non-comparable stores opened during fiscal 2004, a 3.1%, or $49.3
            million, increase in comparable store sales and a favorable foreign
            currency exchange rate impact of $30.9 million on comparable store
            sales in fiscal 2005. The increase in overall comparable store sales
            in fiscal 2005 was due to a stronger new release schedule of
            software titles, including top-sellers Halo 2 and Grand Theft Auto:
            San Andreas.

Liquidity and Capital Resources

General

      15.   EB typically does not enter into long-term formal purchase
            commitments.  EB issues a purchase order request for goods in the
            normal course of business to its vendors.  These purchase order
            requests are submitted to vendors and are an obligation of EB for
            the specified terms indicated within each purchase order request,
            if the vendor chooses to accept the purchase order request and
            ship the goods to EB.  Substantially all purchase order requests
            that are accepted by the vendors are shipped to EB in less than
            30 days.  Therefore, EB did not consider any purchase order
            requests outstanding as of January 29, 2005 to be purchase
            obligations under Item 303(a)(5)(ii)(D) of Regulation S-K.

      16.   Deferred rent and other long-term liabilities consist of the
            following components (in thousands):

<TABLE>
<CAPTION>
                                          January 29, 2005      January 31, 2004
                                          ----------------      ----------------
<S>                                       <C>                   <C>
            Deferred rent                      $20,364               $13,052
            Forward contracts                   12,154                 8,139
            Deferred revenue                        -                  4,496
                                               -------               -------
            Total                              $32,518               $25,687
</TABLE>

            Further disclosure relating to the forward foreign currency
            contracts is included in footnote #1 (Foreign Currency section) to
            the financial statements and a tabular analysis of the obligations
            under EB's forward contracts is included in Item 7a as required by
            Item 305 of Regulation S-K.

            The obligation for rent is reflected within the operating lease
            obligations as presented in the contractual obligations table.

                                       5
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 6

            Deferred revenue represents the value of non-compete covenants that
            resulted from the termination of the Game Group Services Agreement.

      17.   Except as described below, EB does not have any off-balance sheet
            arrangements.  EB is contingently liable for 21 leases with a
            maximum aggregate liability of $8 million.  The lease with the
            longest remaining term expires in 2011 and EB's maximum annual
            obligation is $2 million in fiscal 2006.  These obligations are
            fully disclosed in footnote #1 (Guarantees) to our financial
            statements.  The lease obligations are guaranteed by an
            indemnification agreement from James Kim, EB's Chairman of the
            Board.

            In response to the Staff's comment, the following paragraph relating
            to off-balance arrangements will be provided in EB's amended Form
            10-K:

            Off-Balance Sheet Arrangements

            We remain contingently liable for 21 BC Sports Collectibles store
            leases assigned to Sports Collectibles Acquisition Company ("SCAC")
            on November 2, 2002. SCAC is owned by the family of James Kim, the
            Chairman of the Board. Mr. Kim h