364-Day Credit Agreement – Best Buy Co. Inc.

364-DAY CREDIT AGREEMENT

dated as of

October 7, 2011,

among

BEST BUY CO., INC.,

The SUBSIDIARY GUARANTORS Party Hereto,

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

$1,000,000,000

J.P. MORGAN SECURITIES LLC,
U.S. Bank National Association,
bbVA SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC.
and
MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

as Joint Lead Arrangers and Joint Bookrunners

U.S. BANK NATIONAL ASSOCIATION,
as Syndication Agent

BBVA SECURITIES INC.,
CITIBANK, N.A.
andMorgan Stanley MUFG Loan Partners, LLC,
as Documentation Agents



	TABLE OF CONTENTS

		Page

	ARTICLE I

	Definitions

SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	16
SECTION 1.03.	Terms Generally	16
SECTION 1.04.	Accounting Terms; GAAP	17

	ARTICLE II

	The Credits

SECTION 2.01.	The Commitments	17
SECTION 2.02.	Loans and Borrowings	17
SECTION 2.03.	Requests for Syndicated Borrowings	18
SECTION 2.04.	Competitive Bid Procedure	19
SECTION 2.05.	[Intentionally Omitted]	20
SECTION 2.06.	[Intentionally Omitted]	20
SECTION 2.07.	Funding of Borrowings	20
SECTION 2.08.	Interest Elections	21
SECTION 2.09.	Termination and Reduction of the Commitments	22
SECTION 2.10.	Repayments of Loans; Evidence of Debt	22
SECTION 2.11.	Prepayment of Loans	23
SECTION 2.12.	Fees	24
SECTION 2.13.	Interest	24
SECTION 2.14.	Alternate Rate of Interest	25
SECTION 2.15.	Increased Costs	25
SECTION 2.16.	Break Funding Payments	26
SECTION 2.17.	Taxes	27
SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing Setoffs	29
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	31
SECTION 2.20.	Defaulting Lenders	32
SECTION 2.21.	Term-Out Option	32

	ARTICLE III

	Guarantee

SECTION 3.01.	The Guarantee	33
SECTION 3.02.	Obligations Unconditional	33
SECTION 3.03.	Reinstatement	34
SECTION 3.04.	Subrogation	34



SECTION 3.05.	Remedies	34
SECTION 3.06.	Instrument for the Payment of Money	34
SECTION 3.07.	Continuing Guarantee	34
SECTION 3.08.	Rights of Contribution	34
SECTION 3.09.	General Limitation on Guarantee Obligations	35
SECTION 3.10.	Designation of Subsidiary Guarantors	35
SECTION 3.11.	Release of Guarantees	35

	ARTICLE IV

	Representations and Warranties

SECTION 4.01.	Organization	35
SECTION 4.02.	Authorization; Enforceability	36
SECTION 4.03.	Governmental Approvals; No Conflicts	36
SECTION 4.04.	Financial Condition; No Material Adverse Change	36
SECTION 4.05.	Properties	36
SECTION 4.06.	Litigation and Environmental Matters	36
SECTION 4.07.	Compliance with Laws and Agreements	37
SECTION 4.08.	Investment Company Status	37
SECTION 4.09.	Taxes	37
SECTION 4.10.	ERISA	37
SECTION 4.11.	Subsidiaries	37
SECTION 4.12.	Federal Reserve Regulations	37

	ARTICLE V

	Conditions

SECTION 5.01.	Effective Date	37
SECTION 5.02.	Each Credit Event	38

	ARTICLE VI

	Affirmative Covenants

SECTION 6.01.	Financial Statements, Rating Changes and Other Information	39
SECTION 6.02.	Notices of Material Events	40
SECTION 6.03.	Existence; Conduct of Business	40
SECTION 6.04.	Payment of Obligations	40
SECTION 6.05.	Maintenance of Properties; Insurance	40
SECTION 6.06.	Book and Records; Inspection Rights	40
SECTION 6.07.	Compliance with Laws	41
SECTION 6.08.	New Specified Subsidiaries to Become Subsidiary Guarantors	41
SECTION 6.09.	Use of Proceeds; Federal Reserve Regulations	41

iii



	ARTICLE VII

	Negative Covenants

SECTION 7.01.	Subsidiary Indebtedness	41
SECTION 7.02.	Liens	42
SECTION 7.03.	Fundamental Changes	43
SECTION 7.04.	Restrictive Agreements	44
SECTION 7.05.	Transactions with Affiliates	45
SECTION 7.06.	Certain Financial Covenants	45
SECTION 7.07.	Investments in Foreign Subsidiaries	45

	ARTICLE VIII

	Events of Default

	ARTICLE IX

	Agency

SECTION 9.01.	Administrative Agent	48
SECTION 9.02.	Bookrunners, Etc	50

	ARTICLE X

	Miscellaneous

SECTION 10.01.	Notices	50
SECTION 10.02.	Waivers; Amendments	51
SECTION 10.03.	Expenses; Indemnity; Damage Waiver	52
SECTION 10.04.	Successors and Assigns	53
SECTION 10.05.	Survival	56
SECTION 10.06.	Counterparts; Integration; Effectiveness; Electronic Execution	56
SECTION 10.07.	Severability	56
SECTION 10.08.	Right of Setoff	57
SECTION 10.09.	Governing Law; Jurisdiction; Etc. (a) Governing Law	57
SECTION 10.10.	WAIVER OF JURY TRIAL	57
SECTION 10.11.	Headings	58
SECTION 10.12.	Treatment of Certain Information; Confidentiality	58
SECTION 10.13.	USA PATRIOT Act	59
SECTION 10.14.	Interest Rate Limitation	59
SECTION 10.15.	No Fiduciary Relationship	59

SCHEDULE 2.01 145 Commitments

SCHEDULE 4.11 145 Subsidiaries

SCHEDULE 7.01 145 Existing and Available Indebtedness

SCHEDULE 7.02 145 Certain Existing Liens

SCHEDULE 7.04 145 Restrictive Agreements

EXHIBIT A 145 Form of Assignment and Assumption

EXHIBIT B 145 Form of Guarantee Assumption Agreement

EXHIBIT C 145 Form of Non-Bank Certificate

EXHIBIT D 145 Form of Borrowing Request

364-DAY CREDIT AGREEMENT dated as of October 7, 2011, among BEST BUY CO.,
INC., the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and
JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The Borrower (as hereinafter defined) has requested that the Lenders (as
hereinafter defined) make Loans (as hereinafter defined) to the Borrower in an
aggregate principal amount not exceeding $1,000,000,000 at any one time
outstanding in Dollars. The Lenders are prepared to extend such Loans upon the
terms and conditions hereof, and, accordingly, the parties hereto agree as
follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement (including the
introductory paragraph hereto), the following terms have the meanings specified
below:

“ABR“, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

“Adjusted LIBO Rate” means, for the Interest Period for any Syndicated
Eurocurrency Borrowing, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate for such Interest
Period.

“Administrative Agent” means JPMCB, in its capacity as administrative
agent for the Lenders hereunder and under the other Loan Documents, and its
successors in such capacity as provided in Article IX.

“Administrative Agent153s Account” means an account designated by the
Administrative Agent in a notice to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

“Alternate Base Rate” means, for any day, a rate per annum equal to
the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted
LIBO Rate on such day (or if such day is not a Business Day, the immediately
preceding Business Day) for a deposit in Dollars with a maturity of one month
plus 1%. For purposes of clause (c) above, the Adjusted LIBO Rate on any day
shall be based on the rate per annum appearing on the Reuters “LIBOR01” screen
displaying British Bankers153 Association Interest Settlement Rates (or on any
successor or substitute screen provided by Reuters, or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided on such screen, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to Dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, on such day for deposits in Dollars with a maturity of
one month. Any change in the Alternate Base Rate due to a change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case
may be.

“Applicable Percentage” means, with respect to any Lender, the
percentage of the total

Commitments represented by such Lender153s Commitment. If the Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon
the Commitments most recently in effect, giving effect to any assignments.

“Applicable Rate” means, for any day, with respect to any Syndicated
ABR Loan or Syndicated Eurocurrency Loan, or with respect to the facility fees
payable hereunder, as the case may be, the applicable rate per annum set forth
below under the caption ABR Spread, Eurocurrency Spread or Facility Fee Rate, as
the case may be, based upon the applicable Moody153s Rating and/or S&P Rating,
respectively, applicable on such date:



S&P Rating/ Moody153s Rating	ABR Spread	Eurocurrency Spread	Facility Fee Rate
Category 1 A-/A3 or higher	0.000%	0.925%	0.075%
Category 2 BBB+/Baa1	0.025%	1.025%	0.100%
Category 3 BBB/Baa2	0.250%	1.250%	0.125%
Category 4 BBB-/Baa3	0.325%	1.325%	0.175%
Category 5 BB+/Ba1 or lower, or unrated	0.525%	1.525%	0.225%

For purposes of the foregoing, (a) if any of Moody153s or S&P shall not
have in effect a Moody153s Rating or an S&P Rating, as the case may be (other
than by reason of the circumstances referred to in the last sentence of this
definition), then the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect the unavailability of ratings from such rating
agency and, pending the effectiveness of any such amendment, such rating agency
shall be deemed to have established a rating in Category 5; (b) if the Moody153s
Rating or S&P Rating established or deemed to have been established by
Moody153s or S&P, as the case may be, shall fall within different Categories,
the Applicable Rate shall be based on the higher of the two ratings, unless the
ratings differ by two or more categories, in which case the Applicable Rate
shall be based on the Category one level below that corresponding to the higher
rating; and (c) if the Moody153s Rating or S&P Rating established or deemed to
have been established by Moody153s or S&P, as the case may be, shall be
changed (other than as a result of a change in the rating system of Moody153s or
S&P), such change shall be effective as of the date on which it is first
announced by the applicable rating agency, irrespective of when notice of such
change shall have been furnished by the Borrower to the Administrative Agent and
the Lenders pursuant to Section 6.01 or otherwise. Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of Moody153s or S&P shall change, or if
any such rating agency shall cease to be in the business of rating corporate
debt obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

“Approved Fund” means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means each of J.P. Morgan Securities LLC, U.S. Bank
National Association, BBVA Securities Inc., Citigroup Global Markets Inc. and
Morgan Stanley MUFG Loan Partners, LLC, in its capacity as joint lead arranger
and joint bookrunner for the credit facility established hereunder.

“Assignment and Assumption” means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any Person whose consent
is required by Section 10.04), and accepted by the Administrative Agent, in
substantially the form of Exhibit A or any other form approved by the
Administrative Agent.

“Availability Period” means the period from and including the
Effective Date to but excluding the earlier of the Commitment Termination Date
and the date of termination of the Commitments.

“Bankruptcy Event” means, with respect to any Person, that such Person
has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, administrator, custodian, assignee for the
benefit of creditors or similar Person charged with the reorganization or
liquidation of its business appointed for it, or, in the good faith
determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment; provided that a Bankruptcy Event shall not
result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority;
provided, however, that such ownership interest does not result in or
provide such Person with immunity from the jurisdiction of courts within the
United States of America or from the enforcement of judgments or writs of
attachment on its assets or permit such Person (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any agreements made by such Person.

“Best Buy Europe Distributions” means Best Buy Europe Distributions
Limited, a limited company incorporated in England and Wales with registered
number 06534088.

“Board” means the Board of Governors of the Federal Reserve System of
the United States of America.

“Borrower” means Best Buy Co., Inc., a Minnesota corporation.

“Borrowing” means (a) all Syndicated ABR Loans made, converted or
continued on the same date or (b) Syndicated Eurocurrency Loans or Competitive
Loans of the same Type that have the same Interest Period (or any single
Competitive Loan that does not have the same Interest Period as any other
Competitive Loan of the same Type).

“Borrowing Request” means a request by the Borrower for a Syndicated
Borrowing in accordance with Section 2.03.

“Business Day” means any day (a) that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed and (b) if such day relates to a Competitive Bid Request
or Competitive Bid for a Competitive Eurocurrency Loan, or to a borrowing, a
continuation or conversion of or into, or the Interest Period for, a
Eurocurrency Borrowing, or to a notice by the Borrower with respect to any such
borrowing, payment, prepayment, continuation, conversion, or Interest Period,
that is also a day on which dealings in deposits denominated in Dollars are
carried out in the London interbank market.

“Capital Lease Obligations” of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

“Cash Flow Leverage Ratio” means, as of the last day of any
Measurement Period, the ratio of (a) the sum of (i) Net Interest-bearing
Indebtedness on such day, (ii) the principal amount of the Securitization
Transactions on such day plus (iii) eight times Rental and Lease Expense for the
Measurement Period ended on such day, to (b) the sum of EBITDA and Rental and
Lease Expense for the Measurement Period ended on

such day.

“Change in Control” means either (a) the occurrence, after the
Effective Date, of any of any Person or two or more Persons acting in concert
acquiring beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Exchange Act), directly or
indirectly, of common stock of the Borrower representing 50% or more of the
combined voting power of all common stock of the Borrower entitled to vote in
the election of directors or (b) during any period of up to twelve consecutive
months, whether commencing before or after the Effective Date, individuals who
at the beginning of such twelve-month period were directors of the Borrower,
ceasing for any reason (other than by reason of death, disability or scheduled
retirement) to constitute a majority of the Board of Directors of the Borrower,
unless such directors were replaced by new directors whose election to the Board
of Directors of the Borrower, or whose nomination for election by the
shareholders of the Borrower, was approved by a majority of the directors then
still in office who either were directors at the beginning of such period or
whose election or nomination for election was previously so approved.

“Change in Law” means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any
request, guideline or directive (whether or not having the force of law) by any
Governmental Authority; provided that, notwithstanding anything herein to
the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines or directives thereunder or issued in
connection therewith and (ii) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States
regulatory authorities, in each case pursuant to Basel III, shall in each case
be deemed to be a “Change in Law”, regardless of the date enacted, adopted,
promulgated or issued; and provided, further, that the determination by any
Lender of any additional amount owing to it, to the extent claimed in reliance
on the preceding proviso, shall be made in good faith in a manner generally
consistent with such Lender153s standard practices.

“Class“, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Syndicated Loans
or Competitive Loans.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, with respect to each Lender, the commitment of
such Lender to make Syndicated Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender153s Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Lender153s Commitment is set forth on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment. The initial aggregate amount of the Lenders153 Commitments is
$1,000,000,000.

“Commitment Termination Date” means October 5, 2012 (or, if such date
is not a Business Day, the immediately preceding Business Day).

“Competitive“, when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are made pursuant
to Section 2.04.

“Competitive Bid” means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.

“Competitive Bid Rate” means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

“Competitive Bid Request” means a request by the Borrower for
Competitive Bids in

accordance with Section 2.04.

“Connection Income Taxes” means Other Connection Taxes that are
imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.

“Control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
“Controlling” and “Controlled” have meanings correlative thereto.

“Default” means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two
Business Days of the date required to be funded or paid, (i) to fund any portion
of its Loans or (ii) to pay to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder, unless, in the case of clause
(i) above, such Lender notifies the Administrative Agent in writing that such
failure is the result of such Lender153s good faith determination that a condition
precedent to funding (specifically identified in writing, including, if
applicable, by reference to a specific Default) has not been satisfied, (b) has
notified the Borrower, the Administrative Agent or any other Lender in writing,
or has made a public statement to the effect, that it does not intend or expect
to comply with any of its funding obligations under this Agreement (unless such
writing or public statement indicates that such position is based on such
Lender153s good-faith determination that a condition precedent (specifically
identified in such writing, including, if applicable, by reference to a specific
Default) to funding a Loan cannot be satisfied) or generally under other
agreements in which it commits to extend credit, (c) has failed, within three
Business Days after request by the Administrative Agent or any other Lender,
made in good faith, to provide a certification in writing from an authorized
officer of such Lender that it will comply with its obligations to fund
prospective Loans, provided that such Lender shall cease to be a
Defaulting Lender pursuant to this clause (c) upon the receipt by the
Administrative Agent or such other Lender of such certification, or (d) has
become the subject of a Bankruptcy Event.

“Documentation Agent” means each of BBVA Securities Inc., Citibank,
N.A. and Morgan Stanley MUFG Loan Partners, LLC in its capacity as documentation
agent for the credit facility established hereunder.

“Dollars” or “$” refers to lawful money of the United States of
America.

“Domestic Securitization Transaction” means any transfer by the
Borrower or any of its Domestic Subsidiaries of its accounts receivable or
interests (including security interests) therein (a) to a trust, partnership,
corporation, limited liability company or other entity, which transfer is funded
in whole or in part, directly or indirectly, by the incurrence or issuance by
the transferee or successor transferee of Indebtedness or other securities that
are to receive payments from, or that represent interests in, the cash flow
derived from such accounts receivable or interests therein, or (b) directly to
one or more investors or other purchasers.

“Domestic Subsidiary” means any Subsidiary of the Borrower organized
or incorporated under the laws of any State within the United States of America
or the District of Columbia.

“EBITDA” means, for any period, the consolidated net income of the
Borrower and its consolidated Subsidiaries determined in accordance with GAAP
(but excluding therefrom any portion thereof attributable to any noncontrolling
interest in a Subsidiary and, prior to the Restricted Date, excluding all
amounts relating to Best Buy Europe Distributions and its Subsidiaries)
plus (a) to the extent deducted in determining such consolidated net
income, the sum of (i) interest expense (net of interest income), income tax
expense and depreciation and amortization, all as determined in accordance with
GAAP, (ii) extraordinary, non-recurring or unusual charges or losses, (iii)
charges resulting from the application of FASB Statement Number 123 (Revised),
(iv) other non-cash charges, and (v) losses arising from the sale of assets
other than in the ordinary course of business, minus (b) to the extent
included in such consolidated net income,

extraordinary gains and gains arising from the sale of assets other than in
the ordinary course of business.

“Effective Date” means the date on which the Administrative Agent
declares this Agreement effective as provided in Section 5.01.

“Environmental Laws” means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

“Equity Interests” means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30145day notice period is waived); (b) a failure by
any Plan to meet the “minimum funding standard” (as defined in Section 412 of
the Code or Section 302 of ERISA) applicable to such Plan, in each instance,
whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or
Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any Plan
or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

“Eurocurrency“, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to (a) in the case of a Syndicated
Loan or a Syndicated Borrowing, the Adjusted LIBO Rate, or (b) in the case of a
Competitive Loan or a Competitive Borrowing, the LIBO Rate.

“Event of Default” has the meaning specified in Article VIII.

“Excess Funding Guarantor” has the meaning specified in Section 3.08.

“Excess Payment” has the meaning specified in Section 3.08.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Taxes” means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower or any Subsidiary Guarantor hereunder or under any
other Loan Document, (a) Taxes imposed on or measured by net income (however
denominated), franchise Taxes or minimum Taxes (in lieu of net income Taxes),
and branch profits Taxes imposed as a result of such recipient being organized
under the laws of, or having its principal office or, in the case of any Lender,
its applicable lending office located in, the jurisdiction imposing such Tax (or
any political subdivision thereof), (b) any Taxes that are Other Connection
Taxes, (c) in the case of a Lender (other than an assignee pursuant to a request
by the Borrower under Section 2.19(b)), any withholding Tax that is imposed by
the United States of America on amounts payable to such Lender at the time such
Lender becomes a party hereto (or designates a new lending office), except to
the extent that such Lender (or its assignor, if any) was entitled, at the time
of designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.17(a) or 2.17(c), (d) Taxes attributable to such Lender153s failure or
inability (other than as a result of a Change in Law) to comply with Section
2.17(f) or 2.17(g), and (e) any U.S. Federal withholding Taxes imposed under
FATCA.

“Existing Credit Agreement” means the Credit Agreement dated as of
September 19, 2007, among the Borrower, the subsidiary guarantors party thereto,
JPMCB, as administrative agent, and the lenders party thereto, as heretofore
amended.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date
of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or
future regulations or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

“Financial Officer” means the principal financial officer, chief
financial officer, principal accounting officer, treasurer, controller or
director-treasury of the Borrower.

“Five-Year Credit Agreement” means the Five-Year Credit Agreement
dated as of the date hereof, among the Borrower, the subsidiary guarantors party
thereto, JPMCB, as administrative agent, and the lenders party thereto.

“Fixed Rate” means, with respect to any Competitive Loan (other than a
Competitive Eurocurrency Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid. When
used in reference to any Loan or Borrowing, “Fixed Rate” refers to
whether such Loan, or the Loans comprising such Borrowing, are Competitive Loans
bearing interest at a Fixed Rate.

“Foreign Lender” means any Lender that is organized under the laws of
a jurisdiction other than the United States of America, a State thereof or the
District of Columbia.

“Foreign Securitization Transaction” means any transfer by any Foreign
Subsidiaries of its accounts receivable or interests (including security
interests) therein (a) to a trust, partnership, corporation, limited liability
company or other entity, which transfer is funded in whole or in part, directly
or indirectly,

by the incurrence or issuance by the transferee or successor transferee of
Indebtedness or other securities that are to receive payments from, or that
represent interests in, the cash flow derived from such accounts receivable or
interests therein, or (b) directly to one or more investors or other purchasers.

“Foreign Subsidiary” means any Subsidiary of the Borrower that is not
a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United
States of America.

“Governmental Authority” means the government of the United States of
America or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or
the European Central Bank).

“Guarantee” of or by any Person (the “guarantor“) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor“) in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of
business.

“Guarantee Assumption Agreement” means a Guarantee Assumption
Agreement substantially in the form of Exhibit B by (a) an entity that, pursuant
to Section 6.08, is required to become a “Subsidiary Guarantor” hereunder or (b)
any Domestic Subsidiary that, pursuant to Section 3.10, is designated a
“Subsidiary Guarantor” by the Borrower, in each case in favor of the
Administrative Agent.

“Guaranteed Obligations” has the meaning set forth in Section 3.01.

“Hazardous Materials” means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated as “toxic” or
“hazardous” or as a “pollutant” or “contaminant” by any Governmental Authority.

“Hedging Agreement” means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions;
provided that no phantom stock or similar plan (including the Borrower153s
omnibus stock and incentive plan and the Borrower153s employee stock purchase
plan) providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrower or its
Subsidiaries shall be a Hedging Agreement.

“Indebtedness” means, with respect to any Person at any time of
determination, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (c) all obligations of such
Person upon which interest charges are customarily paid or accrued by such
Person, (d) all obligations of such Person for the deferred

purchase price of property not constituting a current liability, (e) all
Capital Lease Obligations of such Person, (f) all obligations of such Person,
actual or contingent, as an account party in respect of letters of credit or
bankers153 acceptances, (g) all Guarantees by such Person of Indebtedness of
others and (h) all Indebtedness of others secured by any Lien on property owned
by such Person, whether or not the Indebtedness secured thereby has been
assumed. The Indebtedness of any Person shall include the Indebtedness of any
other Person (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person153s ownership interest in or other relationship with such other Person,
except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor.

“Indemnified Taxes” means Taxes imposed on or with respect to any
payment made by or on account of any obligation of the Borrower or any
Subsidiary Guarantor, other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 10.03(b).

“Information Memorandum” means the Confidential Information Memorandum
dated September 2011 relating to the Borrower and the Transactions.

“Initial Purchase Price” means $2,167,000,000.

“Interest Coverage Ratio” means, for any Measurement Period, the ratio
of (a) the sum of EBITDA and Rental and Lease Expense for such Measurement
Period to (b) the sum of Net Interest Expense/Income and Rental and Lease
Expense for such Measurement Period.

“Interest Election Request” means a request by the Borrower to convert
or continue a Syndicated Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any Syndicated ABR
Loan, each Quarterly Date, (b) with respect to any Eurocurrency Loan, the last
day of each Interest Period therefor and, in the case of any Interest Period for
a Eurocurrency Loan of more than three months153 duration, each day prior to the
last day of such Interest Period that occurs at three145month intervals after the
first day of such Interest Period and (c) with respect to any Fixed Rate Loan,
the last day of the Interest Period therefor and, in the case of any Interest
Period for a Fixed Rate Loan of more than 90 days153 duration (unless otherwise
specified in the applicable Competitive Bid Request), each day prior to the last
day of such Interest Period that occurs at 90145day intervals after the first day
of such Interest Period, and any other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Loan.

“Interest Period” means:

(a) for any Syndicated Eurocurrency Loan or Borrowing, the period commencing
on the date of such Loan or Borrowing and ending on the day that is seven days
or the numerically corresponding day in the calendar month that is one, two,
three or six months (or, with the consent of each Lender, nine or twelve months)
thereafter, as specified in the applicable Borrowing Request or Interest
Election Request;

(b) for any Competitive Eurocurrency Loan or Borrowing, the period commencing
on the date of such Loan or Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as specified in the applicable Competitive Bid Request; and

(c) for any Fixed Rate Loan or Borrowing, the period (which shall not be less
than seven days or more than 360 days) commencing on the date of such Loan or
Borrowing and ending on the date specified in the applicable Competitive Bid
Request;

provided that (i) if any Interest Period would end on a day other than
a Business Day, such Interest Period

shall be extended to the next succeeding Business Day unless, in the case of
a Eurocurrency Borrowing only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period and (iii) any Interest Period
must comply with Section 2.02(d). For purposes hereof, the date of a Loan or
Borrowing initially shall be the date on which such Loan or Borrowing is made
and, in the case of a Syndicated Loan or Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such Loan or
Borrowing.

“Inventory” means goods held for sale, lease or use by a Person in the
ordinary course of business, net of any reserve for goods that have been
segregated by such Person to be returned to the applicable vendor for credit, as
determined in accordance with GAAP.

“Investments” means, for any Person: (a) the acquisition (whether for
cash, property, services or securities or otherwise) of capital stock, bonds,
notes, debentures, partnership or other ownership interests or other securities
of, or the making of any capital contribution to, any other Person or any
agreement to make any such acquisition, (b) the making of any deposit with, or
advance, loan or other extension of credit to, any other Person (including the
purchase of property from another Person subject to an understanding or
agreement, contingent or otherwise, to resell such property to such Person), and
(c) the entering into of any Guarantee of, or other contingent obligation with
respect to, Indebtedness or other liabilities of any other Person
(provided that for purposes of Section 7.07(b), the amount of any such
Guarantee or contingent obligation shall equal the then outstanding amount of
the Indebtedness or other liabilities subject thereto).

“JPMCB” means JPMorgan Chase Bank, N.A.

“Lenders” means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

“LIBO Rate” means, for the Interest Period for any Eurocurrency
Borrowing, the rate appearing on the Reuters “LIBOR01” screen displaying British
Bankers153 Association Interest Settlement Rates (or on any successor or
substitute screen provided by Reuters, or any successor to or substitute for
such service, providing rate quotations comparable to those currently provided
on such screen, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to Dollar deposits
in the London interbank market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, as the rate for
deposits denominated in Dollars with a maturity comparable to such Interest
Period. In the event that such rate is not available at such time for any
reason, then the LIBO Rate for such Interest Period shall be the rate at which
deposits in Dollars in the amount of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset and (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset.

“Loan Documents” means this Agreement and each Guarantee Assumption
Agreement.

“Loans” means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

“Margin” means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine

the rate of interest applicable to such Loan, as specified by the Lender
making such Loan in its related Competitive Bid.

“Margin Stock” means “margin stock” within the meaning of Regulation U
issued by the Board, as from time to time amended

“Material Adverse Effect” means (a) a materially adverse effect on the
business, assets, operations, or financial condition of the Borrower and its
Subsidiaries taken as a whole, (b) material impairment of the ability of the
Obligors taken as a whole to perform any material obligation under any Loan
Document to which such Person is or becomes a party or (c) material impairment
of any of the material rights of, or benefits available to, the Administrative
Agent or the Lenders under any Loan Document.

“Material Indebtedness” means Indebtedness (other than the Loans) and
Securitization Transactions, or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and its Subsidiaries in an
aggregate principal amount exceeding $150,000,000. For purposes of determining
Material Indebtedness, the “principal amount” of (a) the obligations of the
Borrower or any of its Subsidiaries in respect of any Hedging Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or any Subsidiary would be required to pay if such
Hedging Agreement were terminated at such time and (b) any Securitization
Transaction shall be determined as set forth in the definition of such term.

“Material Subsidiary” means, at any time, with respect to any fiscal
year of the Borrower, any Subsidiary which accounted for an amount equal to or
greater than 5.0% of the consolidated aggregate revenues of the Borrower for
such fiscal year, provided that, notwithstanding the foregoing, each
Subsidiary Guarantor shall be deemed to be a “Material Subsidiary”.

“Maturity Date” means the Commitment Termination Date or any later
date to which the Maturity Date shall have been extended pursuant to Section
2.21.

“Measurement Period” means a period of four consecutive fiscal
quarters ending on the last day of a fiscal quarter of the Borrower.

“Moody153s” means Moody153s Investors Service, Inc., and any successor to
its rating agency business.

“Moody153s Rating” means Moody153s rating of the Borrower153s long term,
unenhanced, senior unsecured debt.

“Multiemployer Plan” means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

“Net Interest-bearing Indebtedness” means, as of the last day of any
Measurement Period, all Indebtedness of the Borrower and its Subsidiaries for
borrowed money or that bears interest and that, in accordance with GAAP, would
be classified as long term or short term debt on the consolidated balance sheet
of the Borrower, net of the aggregate amount of invested cash and cash
equivalents held by the Borrower or any Subsidiary as of such date, excluding
any such cash and cash equivalents that (a) are subject to any Liens (other than
Liens in favor of the Administrative Agent or any other Lender created under the
Loan Documents), (b) are subject to any restrictions on the use or disposition
thereof or (c) are held by a Subsidiary, to the extent such Subsidiary is
subject to any restriction on the distribution of such cash or cash equivalents
without prior approval or waiver (that has not been obtained), pursuant to the
terms of such Subsidiary153s organizational documents or any agreement, judgment,
order, law or other restriction binding upon such Subsidiary; provided
that in no event shall Net Interest-bearing Indebtedness be less than zero.

“Net Interest Expense/Income” means, for any period of determination,
interest expense

minus interest income, in each case calculated on a consolidated basis
for the Borrower and its Subsidiaries in accordance with GAAP.

“Obligor” means the Borrower and each Subsidiary Guarantor.

“Other Connection Taxes” means, with respect to the Administrative
Agent, any Lender or any other recipient, Taxes imposed as a result of a present
or former connection between such recipient and the jurisdiction imposing such
Tax (other than connections arising from such recipient having executed,
delivered, become a party to, performed its obligations under, received payments
under, received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an
interest in any Loan, any other Guaranteed obligation or any Loan Document).

“Other Taxes” means any and all present or future recording, stamp,
court, documentary, filing, excise, property or similar Taxes arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document, except (i) any such Taxes that are Other Connection Taxes
imposed with respect to an assignment (other than an assignment pursuant to a
request by the Borrower under Section 2.19(b) and (ii) any Excluded Taxes.

“Participant” has the meaning set forth in Section 10.04(c)(i).

“Participant Register” has the meaning set forth in Section
10.04(c)(i).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

“Permitted Encumbrances” means:

(a) Liens for Taxes not delinquent or which are being contested in good faith
by appropriate proceedings and for which whatever reserves required by GAAP have
been established;

(b) Liens consisting of easements, rights-of-way, zoning restrictions,
restrictions on the use of real property, and defects and irregularities in the
title thereto and other similar charges or encumbrances;

(c) Liens imposed by law, such as landlord153s, materialmens153, mechanic153s,
workmen153s, repairmen153s, carriers153, warehousemans153, vendors153 or other similar
liens and encumbrances arising in the ordinary course of the business of the
Borrower or any of its Subsidiaries, or governmental (federal, state or
municipal) Liens arising out of contracts for the sale of products or services
by the Borrower or any of its Subsidiaries, in each case, securing obligations
that are not overdue by more than 30 days or which are being contested in
compliance with Section 6.04, or deposits or pledges to obtain the release of
any of the foregoing Liens;

(d) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, government contracts, supply agreements, utilities,
performance and return-of money bonds contracts, surety and appeal bonds and
other obligations of a like nature, in each case in the ordinary course of
business;

(e) licenses, leases, or subleases granted to third Persons or to the
Borrower or its Subsidiaries by the Borrower and its Subsidiaries in the
ordinary course of business;

(f) Liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual or warranty requirements of the Borrower and
its Subsidiaries (excluding deposits securing the repayment of Indebtedness);

(g) Liens encumbering customary initial deposits and margin deposits, and
other Liens incurred

in the ordinary course of business and which are within the general
parameters customary in the industry securing obligations under commodities
agreements;

(h) Liens arising in connection with Capital Lease Obligations;
provided that no such Lien shall extend to or cover any assets other than
the assets subject to the applicable capital leases;

(i) any (i) interest or title of a lessor or sublessor under any lease, (ii)
restriction or encumbrance that the interest or title of such lessor or
sublessor may be subject to, or (iii) subordination of the interest of the
lessee or sublessee under such lease to any restriction or encumbrance referred
to in the preceding clause (ii);

(j) Liens on any property or assets of any Person existing at the time such
Person is merged into or consolidated with the Borrower or any Subsidiary,
provided that such Lien was not incurred in contemplation thereof and
does not extend to any other property of the Borrower or any of its
Subsidiaries;

(k) Liens arising from filing UCC financing statements relating solely to
leases not prohibited by this Agreement;

(l) Liens in favor of customs and revenue authorities arising as a matter of
law to secure payment of customs duties in connection with the importation of
goods;

(m) judgment Liens in respect of judgments that do not constitute an Event of
Default under clause (j) of Article VIII;

(n) Liens solely on cash earnest money deposits made by Borrower or any
Subsidiary in connection with any letter of intent or purchase agreement
permitted hereunder; provided that such Liens are granted on customary
business terms and in the ordinary course of business of the Borrower or such
Subsidiary; and

(o) Liens (i) of a collection bank arising under Section 4-210 of the UCC on
items in the course of collection and (ii) in favor of a banking institution
arising as a matter of law encumbering deposits (including the right of set-off)
and which are within the general parameters customary in the banking industry,
in each case existing solely with respect to cash or cash equivalents.

“Person” means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

“Plan” means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA that is sponsored, maintained or
contributed to by the Borrower or any ERISA Affiliate.

“Prime Rate” means the rate of interest per annum publicly announced
from time to time by JPMCB as its prime rate in effect at its principal office
in New York City. Each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

“Pro Rata Share” has the meaning set forth in Section 3.08.

“Quarterly Dates” means the last Business Day of each fiscal quarter
of the Borrower in each of its fiscal years, the first of which shall be the
first such day after the date hereof.

“Receivables” means all rights of the Borrower or any of its
Subsidiaries to payments (whether constituting accounts, chattel paper,
instruments, general intangibles or otherwise, and including the right to
payment of any interest or finance charges), which rights are identified (or, in
the case of future rights

to payments, are expected to be identified) in the accounting records of the
Borrower or such Subsidiary as accounts receivable, as determined in accordance
with GAAP.

“Register” has the meaning set forth in Section 10.04.

“Related Parties” means, with respect to any Person, such Person153s
Affiliates and the partners, members, trustees, directors, officers, employees,
agents and advisors of such Person and of such Person153s Affiliates.

“Rental and Lease Expense” means, for any Measurement Period, all
items that, in accordance with GAAP, would be classified as rental and lease
expense that are included in selling, general and administrative expenses on the
consolidated statement of earnings of the Borrower, in each case determined in
accordance with GAAP, provided that Rental and Lease Expense shall not
include any Rental and Lease Expense incurred during the Measurement Period
under leases that have been assigned to and assumed by any Person (other than
the Borrower or a Subsidiary) or that constitute or relate to discontinued
operations for which the Borrower and its Subsidiaries are no longer obligated.

“Required Lenders” means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time
(provided that, for purposes of declaring the Loans to be due and payable
pursuant to Article VIII, and for all purposes after the Loans become due and
payable pursuant to Article VIII or the Commitments expire or terminate, the
outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders).

“Restricted Date” has the meaning set forth in the definition of
“Subsidiary”.

“Revolving Credit Exposure” means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender153s Syndicated
Loans at such time.

“Securitization Transaction” means any Domestic Securitization
Transaction or any Foreign Securitization Transaction. The “amount” or
“principal amount” of any Domestic Securitization Transaction or Foreign
Securitization Transaction shall be deemed at any time to be the aggregate
principal or stated amount of the Indebtedness or other securities referred to
in the definition of the term “Domestic Securitization Transaction” or “Foreign
Securitization Transaction”, as applicable, or, if there shall be no such
principal or stated amount, the uncollected amount of the accounts receivable or
interests therein transferred pursuant to such Domestic Securitization
Transaction or Foreign Securitization Transaction, as applicable, net of any
such accounts receivable or interests therein that have been written off as
uncollectible.

“Specified Subsidiary” means, with respect to any fiscal year of the
Borrower, any Domestic Subsidiary which accounted for an amount equal to or
greater than 20.0% of the consolidated aggregate revenues of the Borrower for
such fiscal year, provided that, if, in any fiscal year of the Borrower,
the Subsidiaries (other than Best Buy Stores, L.P.), on a collective basis,
accounted for more than 50.0% of the consolidated aggregate revenues of the
Borrower for such fiscal year, then the percentage amount stated in the clause
preceding the proviso clause of this definition shall be automatically and
permanently reduced to 5.0%.

“S&P” means Standard & Poor153s Ratings Services, a division of
The McGraw:Hill Companies, Inc., and any successor to its rating agency
business.

“S&P Rating” means S&P153s corporate credit rating for the
Borrower.

“Statutory Reserve Rate” means, for the Interest Period for any
Syndicated Eurocurrency Borrowing, a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the arithmetic mean, taken over each day in such Interest
Period, of the

aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which the Administrative Agent is subject for eurocurrency
funding (currently referred to as “Eurocurrency liabilities” in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
Regulation D of the Board. Eurocurrency Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under Regulation D of the Board or any
comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

“Subsidiary” means, with respect to any Person (the “parent“)
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent153s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent. Unless
otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.
Notwithstanding the foregoing, Best Buy Europe Distributions and its
Subsidiaries shall be deemed not to constitute “Subsidiaries” of the Borrower
for the purposes of this Agreement and the other Loan Documents; provided that,
(a) this sentence shall not apply to the definition of the term “Total Assets”
and (b) the Borrower may specify in a written notice to the Administrative Agent
(the date thereof, the “Restricted Date“) that Best Buy Europe
Distributions and its Subsidiaries shall thereafter be treated as “Subsidiaries”
of the Borrower for the purposes of this Agreement and the other Loan Documents,
provided that, (i) immediately before and after the Restricted Date, no Default
shall have occurred and be continuing, including, on a pro forma basis, pursuant
to the covenants set forth in Section 7.06 (and the Borrower shall deliver to
the Administrative Agent a certificate of a Financial Officer setting forth in
reasonable detail the calculations demonstrating compliance with such covenants)
and (ii) the Borrower may not subsequently specify that Best Buy Europe
Distributions and its Subsidiaries shall no longer be treated as “Subsidiaries”
of the Borrower for the purposes of this Agreement and the Loan Documents. If
the Restricted Date occurs, Best Buy Europe Distributions and its Subsidiaries
shall be deemed to have incurred on such date any Indebtedness or Liens of Best
Buy Europe Distributions or such Subsidiary existing on such date.

“Subsidiary Guarantor” means Best Buy Stores, L.P., BBC Investment
Co., BBC Property Co., each Specified Subsidiary that becomes a “Subsidiary
Guarantor” after the date hereof pursuant to Section 6.08 and each Domestic
Subsidiary that becomes a “Subsidiary Guarantor after the date hereof pursuant
to Section 3.10.

“Syndicated“, when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are made pursuant
to Section 2.01.

“Syndication Agent” means USB, in its capacity as syndication agent
for the credit facility established hereunder.

“Tangible Net Worth” means, as of any date, the sum for the Borrower
and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP, but excluding all amounts attributable to noncontrolling
interests in any Subsidiary and, prior to the Restricted Date, all amounts
relating to Best Buy Europe Distributions and its Subsidiaries), of the
following:

(a) the total assets of the Borrower and its Subsidiaries as shown on the
consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal
quarter or fiscal year of the Borrower most recently ended on or prior to such
date prepared in accordance with GAAP, minus

(b) the total liabilities of the Borrower and its Subsidiaries as shown on
such consolidated

balance sheet, minus

(c) the net book amount of all assets of the Borrower and its Subsidiaries
shown as intangible assets (including goodwill) on such consolidated balance
sheet.

“Taxes” means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

“Term-Out Option” has the meaning set forth in Section 2.21.

“Total Assets” means, as of any date, for the Borrower and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), the total assets of the Borrower and its Subsidiaries as
shown on the consolidated balance sheet of the Borrower and its Subsidiaries for
the fiscal quarter or fiscal year of the Borrower most recently ended prior to
such date for which financial statements are available prepared in accordance
with GAAP (but excluding therefrom all amounts attributable to noncontrolling
interests in any Subsidiary).

“Transactions” means the execution, delivery and performance by each
Obligor of this Agreement and the other Loan Documents to which such Obligor is
intended to be a party, the borrowing of Loans and the use of the proceeds
thereof.

“Type“, when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

“UCC” means the Uniform Commercial Code as in effect in the State of
New York.

“USA Patriot Act” means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001.

“USB” means U.S. Bank National Association

“Withdrawal Liability” means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Borrower and the Administrative Agent.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
“Competitive Loan”), by Type (e.g., a “Eurocurrency Loan”) or by Class
and Type (e.g., a “Competitive Eurocurrency Loan”). Borrowings also may
be classified and referred to by Class (e.g., a “Competitive Borrowing”),
by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type
(e.g., a “Competitive Eurocurrency Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include”, “includes” and “including” shall
be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. The
words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all real and personal, tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.
The word “law” shall be construed as referring to all statutes, rules,
regulations, codes and other laws (including official rulings and

interpretations thereunder having the force of law or with which affected
Persons customarily comply), and all judgments, orders, writs and decrees, of
all Governmental Authorities. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein
(including this Agreement) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person153s successors and assigns (subject to any
restrictions on assignment set forth herein) and, in the case of any
Governmental Authority, any other Governmental Authority that shall have
succeeded to any or all functions thereof, (c) any definition of or reference to
any statute, rule or regulation shall be construed as referring thereto as from
time to time amended, supplemented or otherwise modified (including by
succession of comparable successor laws), (d) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof and (e) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP as in effect from time to time;
provided that if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith. Notwithstanding the foregoing, (a) all liabilities under or in respect
of any lease (whether now outstanding or at any time entered into or incurred)
that, under GAAP as in effect on the Effective Date, would be accrued as Rental
and Lease Expense and would not constitute a Capital Lease Obligation, shall
continue to be treated as Rental and Lease Expense in accordance with GAAP as in
effect on the Effective Date and shall not constitute a Capital Lease
Obligation, in each case, for purposes of the covenants set forth herein and all
defined terms as used therein and (b) all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and
ratios referred to herein shall be made, without giving effect to any election
under Statement of Financial Accounting Standards 159, The Fair Value Option for
Financial Assets and Financial Liabilities, or any successor thereto (including
pursuant to the Accounting Standards Codification), to value any Indebtedness of
the Borrower or any Subsidiary at “fair value”, as defined therein.

ARTICLE II

The Credits

SECTION 2.01. The Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Syndicated Loans in Dollars to the
Borrower from time to time during the Availability Period in an aggregate
principal amount that will not result in (a) such Lender153s Revolving Credit
Exposure exceeding such Lender153s Commitment or (b) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans exceeding the total Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Syndicated Loans.

SECTION 2.02. Loans and Borrowings. (a) Obligations of Lenders.
Each Syndicated Loan shall be made as part of a Borrowing consisting of Loans of
the same Class and Type made by the Lenders ratably in accordance with their
respective Commitments. Each Competitive Loan shall be made in accordance with
the procedures set forth in Section 2.04. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments and Competitive Bids
of the Lenders are several and no Lender shall be responsible for any other
Lender153s failure

to make Loans as required.

(b) Type of Loans. Subject to Section 2.14, (i) each Syndicated
Borrowing shall be comprised entirely of ABR Loans or of Eurocurrency Loans, as
the Borrower may request in accordance herewith, and (ii) each Competitive
Borrowing shall be comprised entirely of Eurocurrency Loans or Fixed Rate Loans,
as the Borrower may request in accordance herewith. Each Lender at its option
may make any Eurocurrency Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan
in accordance with the terms of this Agreement.

(c) Minimum Amounts; Limitation on Number of Borrowings. Each
Syndicated Eurocurrency Borrowing shall be in an aggregate amount of $5,000,000
or a larger multiple of $500,000. Each Syndicated ABR Borrowing shall be in an
aggregate amount equal to $2,000,000 or a larger multiple of $500,000;
provided that a Syndicated ABR Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the total Commitments. Each
Competitive Borrowing shall be in an aggregate amount equal to $5,000,000 or a
larger multiple of $1,000,000. Borrowings of more than one Class and Type may be
outstanding at the same time; provided that there shall not at any time
be more than a total of 20 Syndicated Eurocurrency Borrowings outstanding.

(d) Limitations on Interest Periods. Notwithstanding any other
provision of this Agreement, the Borrower shall not be entitled to request (or
to elect to convert to or continue as a Syndicated Eurocurrency Borrowing) any
Borrowing if the Interest Period requested therefor would end after the
Commitment Termination Date (or, in the case of any Syndicated Borrowing if the
Term-Out Option has been exercised, the Maturity Date as it has been extended
pursuant thereto).

SECTION 2.03. Requests for Syndicated Borrowings. (a) Notice by the
Borrower. To request a Syndicated Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (i) in the case of a
Syndicated Eurocurrency Borrowing, not later than 1:00 pm, New York City time,
three Business Days before the date of the proposed Borrowing or (ii) in the
case of a Syndicated ABR Borrowing, not later than 1:00 p.m., New York City
time, the same Business Day as the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or facsimile to the Administrative Agent of a written
Borrowing Request in substantially the form of Exhibit D and signed by the
Borrower.

(b) Content of Borrowing Requests. Each telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

(i) the aggregate principal amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing; and

(iv) in the case of a Syndicated Eurocurrency Borrowing, the Interest Period
therefor, which shall be a period contemplated by the definition of the term
“Interest Period” and permitted under Section 2.02(d).

(c) Notice by the Administrative Agent to the Lenders. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender153s Loan to be made as part of the requested Borrowing.

(d) Failure to Elect. If no election as to the Type of a Syndicated
Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.
If no Interest Period is specified with respect to

any requested Syndicated Eurocurrency Borrowing, the Borrower shall be deemed
to have selected an Interest Period of one month153s duration.

SECTION 2.04. Competitive Bid Procedure. (a) Requests for Bids by
the Borrower. Subject to the terms and conditions set forth herein, from
time to time during the Availability Period the Borrower may request Competitive
Bids and may (but shall not have any obligation to) accept Competitive Bids and
borrow Competitive Loans denominated in Dollars; provided that the sum of
the total Revolving Credit Exposures plus the aggregate principal amount
of outstanding Competitive Loans at any time shall not exceed the total
Commitments. To request Competitive Bids, the Borrower shall notify the
Administrative Agent of such request by telephone, in the case of a Eurocurrency
Borrowing, not later than 1:00 p.m., New York City time, four Business Days
before the date of the proposed Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 12:00 noon, New York City time, one Business Day
before the date of the proposed Borrowing; provided that the Borrower may
submit up to (but not more than) one Competitive Bid Request on the same day,
but a Competitive Bid Request shall not be made within four Business Days after
the date of any previous Competitive Bid Request, unless any and all such
previous Competitive Bid Requests shall have been withdrawn or all Competitive
Bids received in response thereto rejected. Each such telephonic Competitive Bid
Request shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of a written Competitive Bid Request in a form approved by
the Administrative Agent and signed by the Borrower. Each such telephonic and
written Competitive Bid Request shall specify the following information in
compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) the maturity date of such Borrowing, which date shall not be less than
seven days or more than 360 days after the date of such Borrowing;

(iv) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate
Borrowing;

(v) the Interest Period for such Borrowing, which shall be a period
contemplated by the definition of the term “Interest Period” that does not
extend beyond the Commitment Termination Date; and

(vi) the location and number of the Borrower153s account to which funds are to
be disbursed.

Promptly following receipt of a Competitive Bid Request in accordance with
this Section, the Administrative Agent shall notify the Lenders of the details
thereof, inviting the Lenders to submit Competitive Bids.

(b) Making of Bids by Lenders. Each Lender may (but shall not have any
obligation to) make one or more Competitive Bids to the Borrower in response to
a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form
approved by the Administrative Agent and must be received by the Administrative
Agent by facsimile, in the case of a Competitive Eurocurrency Borrowing, not
later than 9:30 a.m., New York City time, three Business Days before the
proposed date of such Borrowing, and in the case of a Fixed Rate Borrowing, not
later than 9:30 a.m., New York City time, on the proposed date of such
Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender of such
rejection as promptly as practicable. Each Competitive Bid shall specify (i) the
principal amount (which shall be $5,000,000 or a larger multiple of $1,000,000
and which may equal the entire principal amount of the Competitive Borrowing
requested by the Borrower) of the Competitive Loan or Loans that the Lender is
willing to make, (ii) the Competitive Bid Rate or Competitive Bid Rates at which
the Lender is prepared to make such Loan or Loans (expressed as a percentage
rate per annum in the form of a decimal to

no more than four decimal places) and (iii) the Interest Period for each such
Loan and the last day thereof.

(c) Notification of Bids by Administrative Agent. The Administrative
Agent shall promptly notify the Borrower by facsimile of the Competitive Bid
Rate and the principal amount specified in each Competitive Bid and the identity
of the Lender that shall have made such Competitive Bid.

(d) Acceptance of Bids by the Borrower. Subject only to the provisions
of this paragraph, the Borrower may accept or reject any Competitive Bid. The
Borrower shall notify the Administrative Agent by telephone, confirmed by
facsimile in a form approved by the Administrative Agent, whether and to what
extent it has decided to accept or reject each Competitive Bid, in the case of a
Competitive Eurocurrency Borrowing, not later than 12:00 noon, New York City
time, three Business Days before the date of the proposed Competitive Borrowing,
and in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York
City time, on the proposed date of the Competitive Borrowing; provided,
that (i) the failure of the Borrower to give such notice shall be deemed to be a
rejection of each Competitive Bid, (ii) the Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if the Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in
the related Competitive Bid Request, (iv) to the extent necessary to comply with
clause (iii) of this proviso, the Borrower may accept Competitive Bids at the
same Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except pursuant
to clause (iv) of this proviso, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a principal amount of
$5,000,000 or a larger multiple of $1,000,000; provided further that if a
Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) of the first proviso of this paragraph, such
Competitive Loan may be in the amount of $1,000,000 or any multiple thereof, and
in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to such clause
(iv) the amounts shall be rounded to multiples of $1,000,000 in a manner
determined by the Borrower. A notice given by the Borrower pursuant to this
paragraph shall be irrevocable.

(e) Notification of Acceptances by the Administrative Agent. The
Administrative Agent shall promptly notify each bidding Lender whether or not
its Competitive Bid has been accepted (and, if so, the amount and Competitive
Bid Rate so accepted), and each successful bidder will thereupon become bound,
subject to the terms and conditions hereof, to make the Competitive Loan in
respect of which its Competitive Bid has been accepted.

(f) Bids by the Administrative Agent. If the Administrative Agent
shall elect to submit a Competitive Bid in its capacity as a Lender, it shall
submit such Competitive Bid directly to the Borrower at least one quarter of an
hour earlier than the time by which the other Lenders are required to submit
their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of
this Section. Any Competitive Bid submitted by the Administrative Agent that
fails to comply with the provisions of paragraph (b) above and this paragraph
(f) shall be void ab initio.

SECTION 2.05. [Intentionally Omitted]

SECTION 2.06. [Intentionally Omitted]]

SECTION 2.07. Funding of Borrowings. (a) Funding by Lenders.
Each Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 2:00 p.m., New York
City time (or, in the case of any Syndicated ABR Loan, 4:00 p.m. New York City
time), to the account of the Administrative Agent most recently designated by it
for such purpose by notice to the Lenders. The Administrative Agent will make
such Loans available to the Borrower by promptly crediting the amounts so
received, in like funds, to an account of the Borrower designated by the
Borrower in the applicable borrowing request.

(b) Presumption by the Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed time of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender153s share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of a payment to be made by such
Lender, the greater of the Federal Funds Effective Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank
compensation and (ii) in the case of a payment to be made by the Borrower, the
interest rate applicable to Syndicated ABR Loans. If the Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period. If
such Lender pays its share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender153s Loan included in
such Borrowing. Any payment by the Borrower shall be without prejudice to any
claim the Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent.

SECTION 2.08. Interest Elections. (a) Elections by the Borrower for
Syndicated Borrowings. The Loans comprising each Syndicated Borrowing
initially shall be of the Type specified in the applicable Borrowing Request or
as otherwise provided in Section 2.03(d) and, in the case of a Syndicated
Eurocurrency Borrowing, shall have the Interest Period specified in such
Borrowing Request or as otherwise provided in Section 2.03(d). Thereafter, the
Borrower may elect to convert such Borrowing to a Borrowing of a different Type
or to continue such Borrowing as a Borrowing of the same Type and, in the case
of a Syndicated Eurocurrency Borrowing, may elect the Interest Period therefor,
all as provided in this Section. The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. This Section shall not apply to Competitive
Borrowings, which may not be converted or continued.

(b) Notice of Elections. To make an election pursuant to this Section,
the Borrower shall notify the Administrative Agent of such election by telephone
by the time that a Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Syndicated Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or facsimile to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the Borrower.

(c) Content of Interest Election Requests. Each telephonic and written
Interest Election Request shall specify the following information in compliance
with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if
different options are being elected with respect to different portions thereof,
the portions thereof to be allocated to each resulting Borrowing (in which case
the information to be specified pursuant to clauses (iii) and (iv) below shall
be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a
Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is a Syndicated Eurocurrency Borrowing, the
Interest

Period therefor after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period” and permitted under
Section 2.02(d).

(d) Notice by the Administrative Agent to the Lenders. Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender153s portion of
each resulting Borrowing.

(e) Failure to Elect; Events of Default. If the Borrower fails to
deliver a timely and complete Interest Election Request with respect to a
Syndicated Eurocurrency Borrowing prior to the end of the Interest Period
therefor, then, unless such Syndicated Eurocurrency Borrowing is repaid as
provided herein, the Borrower shall be deemed to have selected an Interest
Period of one month153s duration.

Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrower (provided that no such notice
shall be required in the case of any Event of Default under clause (h) or (i) of
Article VII with respect to the Borrower), then, so long as an Event of Default
is continuing (A) no outstanding Syndicated Borrowing may be converted to or
continued as a Syndicated Eurocurrency Borrowing and (B) unless repaid, each
Syndicated Eurocurrency Borrowing shall be converted to a Syndicated ABR
Borrowing at the end of the Interest Period therefor.

SECTION 2.09. Termination and Reduction of the Commitments. (a)
Scheduled Termination. Unless previously terminated, the Commitments
shall terminate on the Commitment Termination Date.

(b) Voluntary Termination or Reduction. The Borrower may at any time
terminate, or from time to time reduce, the Commitments; provided that
(i) each partial reduction of the Commitments shall be in an amount that is
$5,000,000 or a larger multiple thereof and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.11, the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans would exceed the total Commitments.

(c) Notice of Voluntary Termination or Reduction. The Borrower shall
notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section at least three Business Days
prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied.

(d) Effect of Termination or Reduction. Any termination or reduction
of the Commitments shall be permanent. Each reduction of the Commitments shall
be made ratably among the Lenders in accordance with their respective
Commitments.

SECTION 2.10. Repayment of Loans; Evidence of Debt. (a)
Repayment. The Borrower hereby unconditionally promises to pay the Loans
as follows:

(i) to the Administrative Agent for account of each Lender the outstanding
principal amount of the Syndicated Loans of such Lender on the Maturity Date,
and

(ii) to the Administrative Agent for account of each Lender the then unpaid
principal amount of each Competitive Loan of such Lender on the last day of the
Interest Period therefor.

(b) Manner of Payment. Prior to any repayment or prepayment of any
Borrowings

hereunder, and subject (in the case of a prepayment) to any applicable
provisions of Section 2.11, the Borrower shall select the Borrowing or
Borrowings to be paid and shall notify the Administrative Agent by telephone
(confirmed by facsimile) of such selection not later than 11:00 a.m., New York
City time, three Business Days before the scheduled date of such repayment. If
the Borrower fails to make a timely selection of the Borrowing or Borrowings to
be repaid or prepaid, such payment shall be applied, first, to pay any
outstanding ABR Borrowings and, second, to other Borrowings in the order of the
remaining duration of their respective Interest Periods (the Borrowing with the
shortest remaining Interest Period to be repaid first). Each payment of a
Syndicated Borrowing shall be applied ratably to the Loans included in such
Borrowing.

(c) Maintenance of Records by Lenders. Each Lender shall maintain in
accordance with its usual practice records evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender, including
the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.

(d) Maintenance of Records by the Administrative Agent. The
Administrative Agent shall maintain records in which it shall record (i) the
amount of each Loan made hereunder, the Class and Type thereof and, if
applicable, each Interest Period therefor, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for account of the Lenders and each Lender153s share thereof.

(e) Effect of Entries. The entries made in the records maintained
pursuant to paragraph (c) or (d) of this Section shall be prima
facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative
Agent to maintain such records or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans or pay any other
amounts hereunder in accordance with the terms of this Agreement.

(f) Promissory Notes. Any Lender may request that Loans made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to such Lender and
its registered assigns and in customary form reasonably satisfactory to the
Borrower and the Administrative Agent. Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.04) be represented by one or more promissory
notes in such form payable to the payee named therein or its registered assigns.

SECTION 2.11. Prepayment of Loans. (a) Optional Prepayments.
The Borrower shall have the right at any time and from time to time to prepay
any Borrowing in whole or in part, without premium or penalty, subject to the
requirements of this Section; provided that the Borrower shall not have
the right to prepay any Competitive Loan without the prior consent of the Lender
thereof.

(b) Notices, Etc. The Borrower shall notify the Administrative Agent
by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the
case of prepayment of a Syndicated Eurocurrency Borrowing or of a Competitive
Borrowing, not later than 12:00 noon, New York City time, three Business Days
before the date of prepayment or (ii) in the case of prepayment of a Syndicated
ABR Borrowing, not later than 12:00 noon, New York City time, on the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date, the principal amount of each Borrowing or portion thereof to be
prepaid, any other information required to be in such notice pursuant to Section
2.10(b); provided that, if a notice of prepayment is given in connection
with a conditional notice of termination of the Commitments as contemplated by
Section 2.09, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.09. Promptly following
receipt of any such notice relating to a Syndicated Borrowing or Competitive
Borrowing, the Administrative Agent shall advise the relevant Lenders of the
contents thereof. Each partial prepayment of any Borrowing shall be in an amount
that would be permitted in the case of a Borrowing of the same Class and Type as
provided in Section 2.02. Each prepayment of a Syndicated Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.13
and any payments pursuant

to Section 2.16, if applicable.

SECTION 2.12. Fees. (a) Facility Fees. The Borrower agrees to
pay to the Administrative Agent for account of each Lender a facility fee, which
shall accrue at the Applicable Rate on the daily amount of the Commitment of
such Lender (whether used or unused) during the period from and including the
date hereof to but excluding the date such Commitment terminates;
provided that, if such Lender continues to have any Revolving Credit
Exposure after its Commitment terminates (including as a result of the exercise
of the Term-Out Option), then such facility fee shall continue to accrue on the
daily amount of such Lender153s Revolving Credit Exposure from and including the
date on which its Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall
be payable in arrears on each Quarterly Date, on the date the Commitments
terminate and, if the Term-Out Option has been exercised, on each date following
the date the Commitments terminate on which any Syndicated Loans are prepaid or
repaid, commencing on the first such date to occur after the date hereof;
provided that any facility fees accruing after the date on which the
Commitments terminate shall (unless the Term-Out Option has been exercised) be
payable on demand. All facility fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

(b) Administrative Agent Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative
Agent.

(c) Term-Out Fees. On the Commitment Termination Date, the Borrower
agrees to pay to the Administrative Agent, for the account of each Lender, a fee
equal to 1.00% of the aggregate principal amount of such Lender153s outstanding
Syndicated Loans that have been termed out on the Commitment Termination Date as
a result of the exercise of the Term-Out Option) pursuant to Section 2.21.

(d) Payment of Fees. All fees payable hereunder shall be paid on the
dates due, in Dollars and immediately available funds, to the Administrative
Agent for distribution, in the case of facility fees and term-out fees, to the
Lenders entitled thereto. Fees paid shall not be refundable under any
circumstances.

SECTION 2.13. Interest. (a) ABR Loans. The Loans comprising
each ABR Borrowing shall bear interest at a rate per annum equal to the
Alternate Base Rate plus the Applicable Rate.

(b) Eurocurrency Loans. The Loans comprising each Eurocurrency
Borrowing shall bear interest at a rate per annum equal to (i) in the case of a
Syndicated Eurocurrency Borrowing, the Adjusted LIBO Rate for the Interest
Period for such Borrowing plus the Applicable Rate, or (ii) in the case
of a Competitive Eurocurrency Borrowing, the LIBO Rate for the Interest Period
for such Borrowing plus (or minus, as applicable) the Margin
applicable to such Borrowing.

(c) Fixed Rate Loans. Each Fixed Rate Loan shall bear interest at a
rate per annum equal to the Fixed Rate applicable to such Loan.

(d) Default Interest. Notwithstanding the foregoing, if any principal
of or interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided
above or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

(e) Payment of Interest. Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan and, in the case
of Syndicated Loans, upon termination of the Commitments; provided that
(i) interest accrued pursuant to paragraph (d) of this Section shall be payable
on

demand; (ii) in the event of any repayment or prepayment of any Loan (other
than a prepayment of a Syndicated ABR Loan prior to the Commitment Termination
Date), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Syndicated Eurocurrency Borrowing prior to the end of the
Interest Period therefor, accrued interest on such Borrowing shall be payable on
the effective date of such conversion.

(f) Computation. All interest hereunder shall be computed on the basis
of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable Alternate
Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

SECTION 2.14. Alternate Rate of Interest. If prior to the commencement
of the Interest Period for any Eurocurrency Borrowing:

(a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate (in the case of a Syndicated
Eurocurrency Borrowing) or the LIBO Rate (in the case of a Competitive
Eurocurrency Borrowing) for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders (or, in the
case of a Competitive Eurocurrency Borrowing, any Lender that is required to
make a Loan included in such Borrowing) that the Adjusted LIBO Rate (in the case
of a Syndicated Eurocurrency Borrowing) or the LIBO Rate (in the case of a
Competitive Eurocurrency Borrowing) for such Interest Period will not adequately
and fairly reflect the cost to such Lenders (or Lender) of making or maintaining
their respective Loans (or its Loan) included in such Borrowing for such
Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and
the Lenders by telephone or facsimile as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Syndicated Borrowing to, or
the continuation of any Syndicated Borrowing as, a Syndicated Eurocurrency
Borrowing shall be ineffective and such Syndicated Borrowing (unless prepaid)
shall be continued as, or converted to, a Syndicated ABR Borrowing and (ii) any
Borrowing Request for a Syndicated Eurocurrency Borrowing shall be treated as a
request for a Syndicated ABR Borrowing.

SECTION 2.15. Increased Costs. (a) Increased Costs Generally.
If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by,
any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate);

(ii) subject any Lender or the Administrative Agent to any Tax (other than
(A) Indemnified Taxes, (B) Other Taxes, (C) Taxes described in clauses (a) and
(c) through (e) of the definition of Excluded Taxes, (D) Connection Income Taxes
and (E) Taxes imposed on gross or net income, profits or revenue, including
value-added and similar Taxes) of any kind whatsoever with respect to its loans,
loan principal, letters of credit, commitments or other obligations, or its
deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other
condition, cost or expense affecting this Agreement, Eurocurrency Loans or Fixed
Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining

any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to
make any such Loan), or to reduce the amount of any sum received or receivable
by such Lender or the Administrative Agent hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender or the
Administrative Agent, as the case may be, the Borrower will pay to such Lender
or the Administrative Agent, as the case may be, in Dollars, such additional
amount or amounts as will compensate such Lender or the Administrative Agent, as
the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in
Law affecting such Lender or any lending office of such Lender or such Lender153s
holding company, if any, regarding capital or liquidity requirements has or
would have the effect of reducing the rate of return on such Lender153s capital or
on the capital of such Lender153s holding company, if any, as a consequence of
this Agreement, the Commitment of such Lender or the Loans made by such Lender,
to a level below that which such Lender or such Lender153s holding company could
have achieved but for such Change in Law (taking into consideration such
Lender153s or such Lender153s holding company153s policies and the policies of such
Lender153s holding company with respect to capital adequacy), then from time to
time the Borrower will pay to such Lender, in Dollars, such additional amount or
amounts as will compensate such Lender or such Lender153s holding company for any
such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender setting
forth the amount or amounts, in Dollars, necessary to compensate such Lender or
its holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section and delivered to the Borrower shall be conclusive absent manifest
error. The Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender153s right to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs incurred or reductions suffered more than nine months
prior to the date that such Lender, as the case may be, notifies the Borrower of
the Change in Law giving rise to such increased costs or reductions and of such
Lender153s intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the
nine145month period referred to above shall be extended to include the period of
retroactive effect thereof).

(e) Competitive Loans. Notwithstanding the foregoing provisions of
this Section, a Lender shall not be entitled to compensation pursuant to this
Section in respect of any Competitive Loan if the Change in Law (other than any
Change in Law referred to in the proviso of the definition of such term) that
would otherwise entitle it to such compensation shall have been publicly
announced prior to submission of the Competitive Bid pursuant to which such Loan
was made.

SECTION 2.16. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the
last day of the Interest Period therefor (including as a result of an Event of
Default), (b) the conversion of any Syndicated Eurocurrency Loan other than on
the last day of the Interest Period therefor, (c) the failure to borrow,
convert, continue or prepay any Syndicated Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice is permitted
to be revocable under Section 2.11(b) and is revoked in accordance herewith),
(d) the failure to borrow any Competitive Loan after accepting the Competitive
Bid to make such Loan, or (e) the assignment as a result of a request by the
Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other
than on the last day of the Interest Period therefor, then, in any such event,
the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurocurrency Loan, the loss to any
Lender attributable to any such event shall be deemed to include an amount
determined by such Lender to be equal to the excess, if any, of (i) the amount
of interest that such Lender would pay for a deposit equal to the principal
amount of such Loan for the period from the date of such payment, conversion,
failure or assignment to the last day of the Interest Period for such Loan (or,
in the case of a failure to borrow, convert or continue, the duration of the
Interest Period that would have resulted from such borrowing, conversion or

continuation) if the interest rate payable on such deposit were equal to the
Adjusted LIBO Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO
Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period,
over (ii) the amount of interest that such Lender would earn on such
principal amount for such period if such Lender were to invest such principal
amount for such period at the interest rate that would be bid by such Lender (or
an affiliate of such Lender) for deposits denominated in Dollars from other
banks in the eurocurrency market at the commencement of such period. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

SECTION 2.17. Taxes. (a) Payments Free of Taxes. Any and all
payments by or on account of any obligation of the Borrower or any Subsidiary
Guarantor hereunder or under any other Loan Document shall be made free and
clear of and without deduction or withholding for any Indemnified Taxes
(including Other Taxes); provided that if the Borrower or any Subsidiary
Guarantor shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent or Lender, as the case may be, receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower or such Subsidiary Guarantor shall make or cause to be made such
deductions and (iii) the Borrower or such Subsidiary Guarantor shall timely pay
or cause to be paid the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

(b) Payment of Other Taxes by the Borrower. Without limiting the
provisions of paragraph (a) above, the Borrower and each Subsidiary Guarantor
shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

(c) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent and each Lender, within 30 days after written demand
therefor, for the full amount of any Indemnified Taxes (including Other Taxes,
and Indemnified Taxes imposed or asserted on or attributable to amounts paid or
payable under this Section, but excluding Excluded Taxes under all
circumstances) paid or payable by the Administrative Agent or such Lender, as
the case may be, and any penalties and interest arising therefrom or with
respect thereto, whether or not such Indemnified Taxes (including Other Taxes)
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability, prepared
in good faith and delivered to the Borrower by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error. The Borrower
shall not be obligated to indemnify for any Indemnified Taxes (including Other
Taxes) if a written demand therefor is not made by the Administrative Agent or a
Lender, as the case may be, within 120 days from the first date the
Administrative Agent or such Lender knows or reasonably should have known of the
imposition of such Taxes.

(d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes (including Other Taxes) by the Borrower or any Subsidiary
Guarantor to a Governmental Authority, the Borrower or such Subsidiary Guarantor
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Indemnification by the Lenders. Each Lender shall severally
indemnify the Administrative Agent for any Taxes attributable to such Lender
(but only to the extent that the Borrower and the Subsidiary Guarantors have not
already indemnified the Administrative Agent for such Taxes and without limiting
the obligation of the Borrower and the Subsidiary Guarantors to do so) that are
paid or payable by the Administrative Agent in connection with any Loan Document
and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. The indemnity under this paragraph (e) shall be paid
within 10 days after the Administrative Agent delivers to the applicable Lender
a certificate stating the amount of Taxes so

paid or payable by the Administrative Agent. Such certificate shall be
conclusive of the amount so paid or payable absent manifest error.

(f) Foreign Lender Tax Certifications. (i) Any Foreign Lender that is
entitled to an exemption from, or reduction of, any applicable withholding Tax
with respect to any payments under any Loan Document shall deliver to the
Borrower and the Administrative Agent, at the time or times reasonably requested
by the Borrower or the Administrative Agent, such properly completed and
executed documentation reasonably requested by the Borrower or the
Administrative Agent as will permit such payments to be made without, or at a
reduced rate of, withholding. Upon the reasonable request of the Borrower or the
Administrative Agent, any Lender shall update any form or certification
previously delivered pursuant to this paragraph (f). If any form or
certification previously delivered pursuant to this Section expires or becomes
obsolete or inaccurate in any respect with respect to a Lender, such Lender
shall promptly (and in any event within 10 days after such expiration,
obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in
writing of such expiration, obsolescence or inaccuracy and update the form or
certification if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing:

(A) each Foreign Lender shall (x) furnish on or before the date on which it
becomes a party to this Agreement either (1) two accurate and complete
originally executed U.S. Internal Revenue Service Form W-8BEN (or successor
form), (2) two accurate and complete originally executed U.S. Internal Revenue
Service Form W-8ECI (or successor form), and/or (3) two accurate and complete
originally executed U.S. Internal Service Form W-8IMY (together with the forms
described in clauses (1) and (2), as required) certifying, in each case, to such
Foreign Lender153s legal entitlement to a complete exemption from U.S. Federal
withholding tax with respect to all interest payments hereunder, and (y) provide
a new Form W-8BEN (or successor form) or Form W-8ECI (or successor form) and/or
Form W-8IMY (or successor form) upon the expiration or obsolescence of any
previously delivered form to reconfirm complete exemption from U.S. Federal
withholding tax with respect to any interest payment hereunder to the extent (in
case of this clause (y)) such Foreign Lender is legally able to do so;
provided that any Foreign Lender that is relying on the so-called
“portfolio interest exemption” and is not (x) a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code and (z) a controlled
foreign corporation described in Section 881(c)(3)(C) of the Code, shall also
furnish a “Non-Bank Certificate” in the form of Exhibit C together with a Form
W-8BEN. Notwithstanding any other provision of this Section 2.17(f)(ii)(A), a
Foreign Lender that is an assignee shall not be required to deliver any
documentation pursuant to this Section 2.17(f)(ii)(A) that such Foreign Lender
is not legally able to deliver. For the avoidance of doubt, the legal inability
of a Foreign Lender to provide any documentation pursuant to this Section
2.17(f)(ii)(A) shall not cause any Tax resulting from such inability to be an
Excluded Tax in circumstances where such inability arises solely due to a Change
in Law subsequent to the date the Foreign Lender becomes a party to this
Agreement. Subject to Section 2.17(a), if any Foreign Lender fails to provide
the certifications described in this paragraph, each such Foreign Lender
acknowledges that the Borrower and the Administrative Agent shall be entitled to
deduct and withhold any Taxes imposed by the United States or any taxing
authority thereof or therein, to the extent required by law.

(B) If a payment made to a Lender under any Loan Document would be subject to
U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to
comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender
shall deliver to the Withholding Agent, at the time or times prescribed by law
and at such time or times reasonably requested by the Withholding Agent, such
documentation prescribed by

applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the
Code) and such additional documentation reasonably requested by the Withholding
Agent as may be necessary for the Withholding Agent to comply with its
obligations under FATCA, to determine that such Lender has or has not complied
with such Lender153s obligations under FATCA and, as necessary, to determine the
amount to deduct and withhold from such payment. Solely for purposes of this
Section 2.17(f)(ii)(B), “FATCA” shall include any amendments made to FATCA after
the date of this Agreement.

(g) U.S. Lender Tax Certifications. Any Lender that is a United States
person, as defined in Section 7701(a)(30) of the Code and is not an exempt
recipient within the meaning of Treasury Regulations Section 1.6049-4(c), shall
deliver to the Borrower (with a copy to the Administrative Agent) two accurate
and complete original signed copies of Internal Service Form W-9, or any
successor form that such person is entitled to provide, establishing that the
Lender is not subject to U.S. Federal backup withholding Tax.

(h) Cooperation in Contesting Indemnified Taxes. If the Borrower
determines in good faith that a reasonable basis exists for contesting any
Indemnified Taxes (including Other Taxes) for which additional amounts have been
paid under this Section 2.17, the Administrative Agent or the relevant Lender,
as the case may be, shall cooperate with the Borrower in challenging such
Indemnified Taxes (including Other Taxes) at the Borrower153s expense, if so
requested by the Borrower in writing; provided that, in the sole
discretion, exercised in good faith, of the Administrative Agent or such Lender,
as the case may be, doing so would not materially prejudice the Administrative
Agent or such Lender, and the Administrative Agent or such Lender would not be
required to disclose any information it considers proprietary or make available
its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the Borrower or any other Person.

(i) Treatment of Certain Refunds. If the Administrative Agent or a
Lender determines, in its reasonable discretion, that it has received a refund
of any Indemnified Taxes (including Other Taxes) as to which it has been
indemnified by the Borrower or any Subsidiary Guarantor or with respect to which
the Borrower or any Subsidiary Guarantor has paid additional amounts pursuant to
this Section, it shall pay to the Borrower or such Subsidiary Guarantor an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower or such Subsidiary Guarantor under
this Section with respect to the Indemnified Taxes (including Other Taxes)
giving rise to such refund), net of all reasonable out-of-pocket expenses of the
Administrative Agent or such Lender, as the case may be, and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrower or such Subsidiary
Guarantor, upon the request of the Administrative Agent or such Lender, shall
repay the amount paid over to the Borrower or such Subsidiary Guarantor (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This paragraph shall not be construed to require the
Administrative Agent or any Lender to disclose any information it considers
proprietary or make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to the Borrower, any Subsidiary
Guarantor or any other Person.

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) Payments by the Obligors. Each Obligor shall make each
payment required to be made by it hereunder (whether of principal, interest or
fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise), or
under any other Loan Document (except to the extent otherwise provided therein),
prior to 1:00 p.m., New York City time, on the date when due, in immediately
available funds, without setoff or counterclaim. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at the Administrative Agent153s Account, except as otherwise
expressly provided in the relevant Loan Document and except payments pursuant to
Sections 2.15, 2.16, 2.17 and 10.03, which shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for account of any other Person to the appropriate recipient
promptly

following receipt thereof. If any payment hereunder shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in Dollars.

(b) Application of Insufficient Payments. If at any time insufficient
funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, interest and fees then due hereunder, such funds shall be
applied (i) first, to pay interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, to pay principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

(c) Pro Rata Treatment. Except to the extent otherwise provided herein
(for the avoidance of doubt, as this Agreement is in effect from time to time):
(i) each payment of facility fees under Section 2.12(a) shall be made for
account of the Lenders, and each termination or reduction of the amount of the
Commitments under Section 2.09 shall be applied to the respective Commitments of
the Lenders, pro rata according to the amounts of their respective Commitments
(or, in the case of any such payment of facility fees at a time when the
Commitments shall have terminated or expired, pro rata according to the amounts
of their respective Revolving Credit Exposure); (ii) each Syndicated Borrowing
shall be allocated pro rata among the Lenders according to the amounts of their
respective Commitments (in the case of the making of Syndicated Loans) or their
respective Loans that are to be included in such Borrowing (in the case of
conversions and continuations of Loans); (iii) each payment or prepayment of any
Syndicated Borrowing shall be applied ratably to the Loans included in the
repaid or prepaid Syndicated Borrowing; and (iv) if the Term-Out Option is
exercised, the payment of the term-out fees under Section 2.12(c) shall be made
for account of the Lenders pro rata according to the amounts of their respective
Commitments immediately prior to the Commitment Termination Date.

(d) Sharing of Payments by Lenders. If any Lender shall, by exercising
any right of setoff or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of its Loans (other than a Competitive Loan)
resulting in such Lender153s receiving payment of a greater proportion of the
aggregate amount of its Loans (other than Competitive Loans) and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall (A) notify the Administrative
Agent of such fact and (B) purchase (for cash at face value) participations in
the Loans (other than Competitive Loans) of other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amounts
of principal of and accrued interest on their Loans (other than Competitive
Loans), provided that:

(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest; and

(ii) the provisions of this paragraph shall not be construed to apply to (x)
any payment made by any Obligor pursuant to and in accordance with the express
terms of this Agreement (for the avoidance of doubt, as this Agreement is in
effect from time to time) or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans to any assignee or participant, other than to the Borrower or any
Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Obligor consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against each
Obligor rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of each Obligor in the amount of
such participation.

(e) Payments by the Borrower; Presumptions by the Administrative
Agent. Unless the

Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.

(f) Certain Deductions by the Administrative Agent. If any Lender
shall fail to make any payment required to be made by it hereunder to or for the
account of the Administrative Agent, then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), (i) apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender153s obligations in respect of such payment until all
such unsatisfied obligations have been discharged or (ii) hold any such amounts
in a segregated account as cash collateral for, and application to, any future
funding obligations of such Lender pursuant to this Agreement (including
pursuant to Sections 2.07(b), 2.18(e) and 10.03(c)), in each case in such order
as shall be determined by the Administrative Agent in its discretion.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a)
Designation of a Different Lending Office. If any Lender requests
compensation under Section 2.15, or requires the Borrower to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder
or to assign and delegate its rights and obligations hereunder to another of its
offices, branches or Affiliates, if, in the judgment of such Lender, such
designation or assignment and delegation (i) would eliminate or reduce amounts
payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment and delegation.

(b) Replacement of Lenders. If (i) any Lender requests compensation
under Section 2.15, (ii) the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, (iii) any Lender has become a Defaulting Lender, or
(iv) any Lender does not consent to any proposed amendment, supplement,
modification, consent or waiver of any provision of this Agreement or any other
Loan Document that requires the consent of such Lender or each of the Lenders or
each of the Lenders affected thereby (so long as the consent of the Required
Lenders has been obtained), then the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.04), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that:

(A) the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld;

(B) the Borrower shall have paid to the Administrative Agent the assignment
fee specified in Section 10.04;

(C) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans), accrued
interest thereon, accrued fees and all other amounts (except Competitive Loans)
payable to it hereunder and under the other Loan Documents (including any
amounts under Section 2.16) from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts);

(D) in the case of any such assignment and delegation resulting from a claim
for compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment and delegation will result in a reduction in such
compensation or payments thereafter; and

(E) such assignment does not conflict with applicable law.

A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply. Each party hereto agrees that an assignment and delegation
required pursuant to this paragraph may be effected pursuant to an Assignment
and Assumption executed by the Borrower, the Administrative Agent and the
assignee and that the Lender required to make such assignment and delegation
need not be a party thereto.

SECTION 2.20. Defaulting Lenders. Notwithstanding any provision of
this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Lender is a Defaulting
Lender:

(a) facility fees shall continue to accrue on the amount of the Commitment of
such Defaulting Lender pursuant to Section 2.12(a) only to the extent of the
Revolving Credit Exposure of such Defaulting Lender; and

(b) the Commitment, the Revolving Credit Exposure and the aggregate principal
amount of outstanding Competitive Loans of such Defaulting Lender shall not be
included in determining whether the Required Lenders or any other requisite
Lenders have taken or may take any action hereunder or under any other Loan
Document (including any consent to any amendment, waiver or other modification
pursuant to Section 10.02); provided that any amendment, waiver or other
modification requiring the consent of all Lenders or all Lenders affected
thereby shall, except as otherwise provided in Section 10.02, require the
consent of such Defaulting Lender in accordance with the terms hereof.

In the event that the Administrative Agent and the Borrower each agree that a
Defaulting Lender has adequately remedied all matters that caused such Lender to
be a Defaulting Lender, then on such date such Lender shall purchase at par such
of the Syndicated Loans of the other Lenders as the Administrative Agent shall
determine may be necessary in order for such Lender to hold such Loans in
accordance with its Applicable Percentage.

SECTION 2.21. Term-Out Option. The Borrower may, by irrevocable
written notice to the Administrative Agent given, not less than 30 days, but not
more than 60 days, prior to the Commitment Termination Date, elect (such
election, the “Term-Out Option“) to extend the Maturity Date to a
one-year anniversary of the Commitment Termination Date; provided that on
the Commitment Termination Date (a) no Default shall have occurred and be
continuing or would result therefrom, (b) the representations and warranties set
forth in Article IV and in the other Loan Documents shall be true and correct on
and as of the Commitment Termination Date as if made on and as of such date (or,
if any such representation or warranty is expressly stated to have been made as
of a specific date, as of such specific date) and (c) the Borrower shall pay the
Term-Out Fee to the Administrative Agent for the account of each Lender pursuant
to Section 2.12(c). Each notice by the Borrower under this Section shall be
deemed to constitute a representation and warranty by the Borrower as to the
matters specified in clauses (a) and (b) above as of the Commitment Termination
Date. For the avoidance of doubt all Commitments will terminate on the
Commitment Termination Date, and no additional Borrowings will be permitted
after the Commitment Termination Date. This Section shall not apply to
Competitive Loans, which must be repaid on or prior to the Commitment
Termination Date.

ARTICLE III

Guarantee

SECTION 3.01. The Guarantee. The Subsidiary Guarantors hereby jointly
and severally, as a primary obligor and not merely as a surety, guarantee to
each Lender, each other holder of a Guaranteed Obligation (as hereinafter
defined) and the Administrative Agent and their respective successors and
assigns the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the principal of and interest on the Loans made by
the Lenders to the Borrower and all fees, indemnification payments and other
amounts whatsoever, whether direct or indirect, absolute or contingent, now or
hereafter from time to time owing to the Lenders or the Administrative Agent by
the Borrower under this Agreement and by any Obligor under any of the other Loan
Documents, in each case strictly in accordance with the terms thereof and
including all interest, fees and expenses accrued or incurred subsequent to the
commencement of any bankruptcy or insolvency proceedings with respect to the
Borrower, whether or not such interest, fees or expenses are allowed as a claim
in such proceeding (such obligations being herein collectively called the
“Guaranteed Obligations“). The Subsidiary Guarantors hereby further
jointly and severally agree that if the Borrower shall fail to pay in full when
due (whether at stated maturity, by acceleration or otherwise) any of the
Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or
renewal.

SECTION 3.02. Obligations Unconditional. The obligations of the
Subsidiary Guarantors under Section 3.01 are absolute and unconditional, joint
and several, irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of the Borrower under this Agreement or any
other agreement or instrument referred to herein, or any substitution, release
or exchange of any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section that the obligations of the Subsidiary
Guarantors hereunder shall be absolute and unconditional, joint and several,
under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Subsidiary Guarantors hereunder,
which shall remain absolute and unconditional as described above:

(i) at any time or from time to time, without notice to the Subsidiary
Guarantors, the time for any performance of or compliance with any of the
Guaranteed Obligations shall be extended, or such performance or compliance
shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or
any other agreement or instrument referred to herein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated,
or any of the Guaranteed Obligations shall be modified, supplemented or amended
in any respect, or any right under this Agreement or any other agreement or
instrument referred to herein shall be waived or any other guarantee of any of
the Guaranteed Obligations or any security therefor shall be released or
exchanged in whole or in part or otherwise dealt with; or

(iv) any lien or security interest granted to, or in favor of, the
Administrative Agent or any Lender or Lenders as security for any of the
Guaranteed Obligations shall fail to be perfected.

The Subsidiary Guarantors hereby expressly waive diligence, presentment,
demand of payment, protest and all notices whatsoever. Each Subsidiary Guarantor
agrees that its guarantee hereunder constitutes a guarantee of payment when due
(whether or not any bankruptcy, insolvency, receivership or similar proceeding
shall have stayed the accrual or collection of any of the Guaranteed Obligations
or operated as a discharge thereof) and not merely of collection, and hereby
expressly waives any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against the Borrower under this
Agreement or any other agreement or instrument referred to herein, or against
any other Person under any other guarantee of, or security for, any of the
Guaranteed Obligations.

SECTION 3.03. Reinstatement. The obligations of the Subsidiary
Guarantors under this Article shall be automatically reinstated if and to the
extent that for any reason any payment by or on behalf of the Borrower in
respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and the Subsidiary
Guarantors jointly and severally agree that they will indemnify the
Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including fees of counsel) incurred by the Administrative Agent or
such Lender in connection with such rescission or restoration, including any
such costs and expenses incurred in defending against any claim alleging that
such payment constituted a preference, fraudulent transfer or similar payment
under any bankruptcy, insolvency or similar law.

SECTION 3.04. Subrogation. The Subsidiary Guarantors hereby jointly
and severally agree that until the payment and satisfaction in full of all
Guaranteed Obligations and the expiration and termination of the Commitments of
the Lenders under this Agreement they shall not exercise any right or remedy
arising by reason of any performance by them of their guarantee in Section 3.01,
whether by subrogation or otherwise, against the Borrower or any other guarantor
of any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.

SECTION 3.05. Remedies. The Subsidiary Guarantors jointly and
severally agree that, as between the Subsidiary Guarantors and the Lenders, the
obligations of the Borrower under this Agreement may be declared to be forthwith
due and payable as provided in Article VIII (and shall be deemed to have become
automatically due and payable in the circumstances provided in Article VIII) for
purposes of Section 3.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against the Borrower and that, in the event of
such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by the
Borrower) shall forthwith become due and payable by the Subsidiary Guarantors
for purposes of Section 3.01.

SECTION 3.06. Instrument for the Payment of Money. To the
fullest extent permitted by N.Y. Civ. Prac. L&R § 3213 and other applicable
law, each Subsidiary Guarantor hereby acknowledges that the guarantee in this
Article constitutes an instrument for the payment of money, and consents and
agrees that any Lender or the Administrative Agent, at its sole option, in the
event of a dispute by such Subsidiary Guarantor in the payment of any moneys due
hereunder, shall have the right to bring motion action under N.Y. Civ. Prac.
L&R § 3213.

SECTION 3.07. Continuing Guarantee. The guarantee in this Article is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising. Each Subsidiary Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, or amended or
modified, without notice to or further assent from it, and that it will remain
bound upon its guarantee hereunder notwithstanding any extension, renewal,
amendment or modification of any Guaranteed Obligation.

SECTION 3.08. Rights of Contribution. The Subsidiary Guarantors hereby
agree, as between themselves, that if any Subsidiary Guarantor shall become an
Excess Funding Guarantor (as defined below) by reason of the payment by such
Subsidiary Guarantor of any Guaranteed Obligations, then each other Subsidiary
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
next sentence), pay to such Excess Funding Guarantor an amount equal to such
Subsidiary Guarantor153s Pro Rata Share (as defined below and determined, for this
purpose, without reference to the properties, debts and liabilities of such
Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of
such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to
any Excess Funding Guarantor under this Section shall be subordinate and subject
in right of payment to the prior payment in full of the obligations of such
Subsidiary Guarantor under the other provisions of this Article and such Excess
Funding Guarantor shall not exercise any right or remedy with respect to such
excess until payment and satisfaction in full of all of such obligations.

For purposes of this Section, (a) “Excess Funding Guarantor” means, in
respect of any

Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in
excess of its Pro Rata Share of such Guaranteed Obligations, (b) “Excess
Payment” means, in respect of any Guaranteed Obligations, the amount paid by
an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed
Obligations and (c) “Pro Rata Share” means, for any Subsidiary Guarantor,
the ratio (expressed as a percentage) of (i) the amount by which the aggregate
present fair saleable value of all properties of such Subsidiary Guarantor
(excluding any shares of stock or other equity interest of any other Subsidiary
Guarantor) exceeds the amount of all the debts and liabilities of such
Subsidiary Guarantor (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of such Subsidiary
Guarantor hereunder and any obligations of any other Subsidiary Guarantor that
have been Guaranteed by such Subsidiary Guarantor) to (ii) the amount by which
the aggregate fair saleable value of all properties of all of the Subsidiary
Guarantors exceeds the amount of all the debts and liabilities (including
contingent, subordinated, unmatured and unliquidated liabilities, but excluding
the obligations of the Borrower and the Subsidiary Guarantors hereunder and
under the other Loan Documents) of all of the Subsidiary Guarantors, determined
(A) with respect to any Subsidiary Guarantor that is a party hereto on the
Effective Date, as of the Effective Date, and (B) with respect to any other
Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a
Subsidiary Guarantor hereunder.

SECTION 3.09. General Limitation on Guarantee Obligations. In any
action or proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Subsidiary Guarantor under
Section 3.01 would otherwise, taking into account the provisions of Section
3.08, be held or determined to be void, invalid or unenforceable on account of
the amount of its liability under Section 3.01, then, notwithstanding any other
provision hereof to the contrary, the amount of such liability shall, without
any further action by such Subsidiary Guarantor, any Lender, the Administrative
Agent or any other Person, be automatically limited and reduced to the highest
amount that is valid and enforceable as determined in such action or proceeding.

SECTION 3.10. Designation of Subsidiary Guarantors. The Borrower may
at any time and from time to time designate, in its sole discretion, any
Domestic Subsidiary as a Subsidiary Guarantor, in each case by delivery to the
Administrative Agent of (a) a duly executed Guarantee Assumption Agreement
properly completed for such Subsidiary and in such number of counterparts as may
reasonably be requested by the Administrative Agent and (b) proof of corporate
action, incumbency of officers, opinions of counsel and other documents
consistent with those delivered by the Subsidiary Guarantors pursuant to Section
5.01 on the Effective Date as may reasonably be requested by the Administrative
Agent. Any Subsidiary Guarantor designated as such pursuant to this Section 3.10
shall continue to be a Subsidiary Guarantor until the Borrower shall have
delivered written notice to the Administrative Agent of the termination of such
designation; provided that the preceding clause shall not limit the
Borrower153s obligations with respect to Specified Subsidiaries pursuant to
Section 6.08.

SECTION 3.11. Release of Guarantees. A Subsidiary Guarantor will
automatically be released from its obligations under this Article III, upon the
consummation of any transaction permitted by this Agreement as a result of which
neither the Borrower nor any of its Subsidiaries owns any equity interest in
such Subsidiary Guarantor, provided that, if so required by this
Agreement, the Required Lenders shall have consented to such transactions and
the terms of such consent shall not have provided otherwise. In connection with
any release pursuant to this Section, the Administrative Agent shall execute and
deliver to any Obligor, at such Obligor153s expense, all documents that such
Obligor shall reasonably request to evidence such release. Any execution and
delivery of documents pursuant to this Section shall be without recourse to or
warranty by the Administrative Agent.

ARTICLE IV

Representations and Warranties

The Borrower represents and warrants to the Administrative Agent and the
Lenders that:

SECTION 4.01. Organization. Each Obligor is duly organized, validly
existing and

in good standing under the laws of the jurisdiction of its organization.

SECTION 4.02. Authorization; Enforceability. The Transactions are
within each Obligor153s corporate or other organizational powers and have been
duly authorized by all necessary corporate or other organizational action. This
Agreement has been duly executed and delivered by each Obligor identified herein
as a signatory party hereto and constitutes, and each of the other Loan
Documents to which any Obligor is a party when executed and delivered by such
Obligor will constitute, a legal, valid and binding obligation of such Obligor,
enforceable against each Obligor in accordance with its terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of
creditors153 rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

SECTION 4.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect, (b) do not violate the
charter, by145laws or other organizational documents of any Obligor and do not
violate in any material respect any applicable law or regulation or any order of
any Governmental Authority, and (c) do not constitute a default under any
material indenture, agreement or other instrument binding upon the Borrower or
any of its Subsidiaries.

SECTION 4.04. Financial Condition; No Material Adverse Change. (a)
Financial Condition. The Borrower153s consolidated balance sheet and
statements of earnings, shareholders153 equity and cash flows (i) as of and for
the fiscal year ended February 26, 2011, reported on by Deloitte & Touche
LLP, independent registered public accounting firm, and (ii) as of and for the
fiscal quarter and the portion of the fiscal year ended August 27, 2011,
certified by the chief financial officer of the Borrower, present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year145end audit adjustments and
the absence of certain footnotes in the case of the statements referred to in
clause (ii).

(b) No Material Adverse Change. Since February 26, 2011, there has
been no material adverse change in the business, assets, operations or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole.

SECTION 4.05. Properties. Except in respect of matters that would not
reasonably be expected to have a Material Adverse Effect, the Borrower and its
Subsidiaries have title to, or leasehold interests in, or the use of, property
sufficient to conduct their business, except for defects in title that do not
interfere with their ability to conduct their business.

SECTION 4.06. Litigation and Environmental Matters. (a) Actions,
Suits and Proceedings. (i) There are no material actions, suits or
proceedings by or before any arbitrator or Governmental Authority now pending
against or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or any of its Subsidiaries, except as disclosed in the Annual
Report on Form 10-K of the Borrower for the fiscal year ended February 26, 2011
as filed with the Securities and Exchange Commission.

(ii) There are no actions, suits or proceedings by or before any arbitrator
or Governmental Authority now pending against or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries that purport to affect the legality, validity or enforceability of
any Loan Document, the borrowing or repayment of any Loans.

(b) Environmental, Health and Safety Laws. Neither the Borrower nor
any Subsidiary has received any notice to the effect that any part of its
operations or properties is not in compliance with any Environmental Law or
order or any notice that it or its property is the subject of any governmental
investigation evaluating whether any remedial action is needed to respond to any
release of any Hazardous Material into the environment, which non-compliance or
remedial action could reasonably be expected to have a Material

Adverse Effect.

SECTION 4.07. Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

SECTION 4.08. Investment Company Status. No Obligor is an “investment
company” as defined in, or subject to regulation under, the Investment Company
Act of 1940.

SECTION 4.09. Taxes. Each of the Borrower and its Subsidiaries has
timely filed or caused to be filed all material Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which such Person has set aside on its books
adequate reserves in accordance with GAAP or (b) to the extent that the failure
to do so would not reasonably be expected to result in a Material Adverse
Effect.

SECTION 4.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.

SECTION 4.11. Subsidiaries. Set forth on Schedule 4.11 is a complete
and correct list as of the Effective Date of (a) all of the Subsidiaries of the
Borrower and (b) each Subsidiary holding ownership interests in other
Subsidiaries of the Borrower, together with, for each such Subsidiary, the
jurisdiction of organization of such Subsidiary. Schedule 4.11 separately
identifies all Specified Subsidiaries and Material Subsidiaries as of the date
hereof.

SECTION 4.12. Federal Reserve Regulations. Neither the Borrower nor
any Subsidiary is engaged principally or as one of its important activities in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock. The value of all Margin Stock owned by the Borrower and its
Subsidiaries (including, without limitation, all capital stock of the Borrower
held by the Borrower in treasury) does not constitute more than 25.0% of the
value of the consolidated assets of the Borrower.

ARTICLE V

Conditions

SECTION 5.01. Effective Date. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which the following
conditions shall have been satisfied (or delivery of such documents is waived in
accordance with Section 10.02):

(a) Executed Counterparts. The Administrative Agent shall have
received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include facsimile or other electronic
transmission of a signed signature page to this Agreement) that such party has
signed a counterpart of this Agreement.

(b) Opinion of Counsel to the Obligors. The Administrative Agent shall
have received opinions, dated the Effective Date, of General Counsel of the
Borrower and of Simpson Thacher & Bartlett LLP, special counsel for the
Borrower in form and substance reasonably satisfactory to the Administrative
Agent (and each Obligor hereby instructs such counsel to deliver such opinion to
the Lenders and the Administrative Agent).

documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of
each Obligor, the authorization of the Transactions and any other legal matters
relating to the Obligors, this Agreement or the Transactions, all in form and
substance satisfactory to the Administrative Agent and its counsel.

(d) Officer153s Certificate. The Administrative Agent shall have
received a certificate, dated the Effective Date and signed by the president, a
vice president or a Financial Officer of the Borrower, confirming, to the best
knowledge of such Person, following due inquiry, compliance with the conditions
set forth in the lettered clauses of the first sentence of Section 5.02 (except,
in the case of clause (a) thereof, without giving effect to the parenthetical
statement therein).

(e) Repayment of Existing Indebtedness. The Administrative Agent shall
have received evidence that the principal of and interest on, and all other
amounts owing in respect of, Indebtedness under the Existing Credit Agreement
shall have been (or shall simultaneously be) paid in full, that the commitments
to extend credit under the Existing Credit Agreement have been (or shall
simultaneously be) canceled or terminated and letters of credit outstanding
thereunder shall have expired or been terminated or shall be “Existing Letters
of Credit” under and as defined in the Five-Year Credit Agreement.

(f) Other Documents. The Administrative Agent shall have received such
other documents as the Administrative Agent or Cravath, Swaine & Moore LLP,
New York counsel to JPMCB, may reasonably request.

(g) Delivery of Information. The Lenders shall have received all
documentation and other information required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act that have been requested at least
five Business Days prior to the Effective Date.

The obligation of each Lender to make its initial extension of credit
hereunder is also subject to the payment by the Borrower of such fees as the
Borrower shall have agreed in writing to pay to any Lender or the Administrative
Agent in connection herewith, including the reasonable and documented fees and
expenses of Cravath, Swaine & Moore LLP, New York counsel to JPMCB, in
connection with the negotiation, preparation, execution and delivery of this
Agreement and the other Loan Documents and the extensions of credit hereunder
(to the extent that statements for such fees and expenses have been delivered to
the Borrower).

The Administrative Agent shall notify the Borrower and the Lenders when it
determines that this Agreement has become effective, and such notice shall be
conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 10.02) at or
prior to 3:00 p.m., New York City time, on October 31, 2011 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

SECTION 5.02. Each Credit Event. The obligation of each Lender to make
any Loan is additionally subject to the satisfaction of the following
conditions:

(a) the representations and warranties of the Borrower set forth in this
Agreement (other than, after the Effective Date, those set forth in Sections
4.04(b) and 4.06(a)(i)) shall be true and correct on and as of the date of such
Loan; and

(b) at the time of and immediately after giving effect to such Loan, no
Default or Event of Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in the preceding
sentence.

ARTICLE VI

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees payable hereunder shall have been paid in
full, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Financial Statements, Rating Changes and Other
Information. The Borrower will furnish to the Administrative Agent and each
Lender:

(a) as soon as available and in any event within 90 days after the end of
each fiscal year of the Borrower, the audited consolidated balance sheet and
related statements of earnings, shareholders153 equity and cash flows of the
Borrower and its Subsidiaries as of the end of and for such year, setting forth
in each case in comparative form the figures for the previous fiscal year, all
reported on by Deloitte & Touche LLP or another independent registered
public accounting firm of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations and cash flows of the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP;

(b) as soon as available and in any event within 45 days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower, the
consolidated balance sheet and related statements of earnings, shareholders153
equity and cash flows of the Borrower and its Subsidiaries as of the end of and
for such fiscal quarter and the then elapsed portion of the fiscal year, setting
forth in each case in comparative form the figures for (or, in the case of the
balance sheet, as of the end of) the corresponding period or periods of the
previous fiscal year, all certified by a Financial Officer of the Borrower as
presenting fairly in all material respects the financial condition and results
of operations and cash flows of the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP, subject to normal year145end audit
adjustments and the absence of certain footnotes;

(c) concurrently with any delivery of financial statements under clause (a)
or (b) of this Section, a certificate of a Financial Officer of the Borrower (i)
certifying as to whether, to the best knowledge of such Financial Officer
(following due inquiry), a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 7.06, and (iii) stating whether any change
in GAAP or in the application thereof has been given effect in the preparation
of such financial statements that became effective after the date of the audited
financial statements referred to in Section 4.04 that affects calculations
pursuant to Section 7.06 and has not previously been reported in such a
certificate and, if any such not previously reported change has occurred,
specifying the effect of such change on the financial statements accompanying
such certificate;

(d) promptly after Moody153s or S&P shall have publicly announced a change
in the Moody153s Rating or the S&P Rating, as the case may be, written notice
of such rating change; and

(e) promptly following any request therefor, such other information regarding
the operations, business affairs and financial condition of the Borrower or any
of its Subsidiaries, or compliance with the terms of this Agreement and the
other Loan Documents, as the Administrative Agent or any Lender through the
Administrative Agent may reasonably request.

The Borrower153s obligations under clauses (a) and (b) of this Section shall in
any event be deemed sufficiently performed if the financial statements referred
to therein are delivered by the time required under the applicable clause in
such form and content as permitted under the Exchange Act. Documents required to
be delivered

pursuant to clauses (a) and (b) of this Section (to the extent any such
documents are included in materials otherwise filed with the Securities and
Exchange Commission), may be delivered electronically and, if so delivered,
shall be deemed to have been delivered on the date on which the Borrower posts
such documents on www.sec.gov, or provides a link thereto on the Borrower153s
website at www.bestbuy.com. Notices required to be delivered pursuant to clause
(d) of this Section may be delivered electronically and, if so delivered, shall
be deemed delivered on the date on which the applicable rating agency posts such
notice, or provides a link thereto, on the website of such rating agency. All
documents and notices required by this Section shall be deemed sufficiently
delivered when posted on the Borrower153s behalf on IntraLinks/IntraAgency or
another relevant website, if any, to which each Lender and the Administrative
Agent have ready access without charge (whether a commercial, third-party
website or whether sponsored by the Administrative Agent).

SECTION 6.02. Notices of Material Events. The Borrower will furnish to
the Administrative Agent and each Lender (through the Administrative Agent)
prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before
any arbitrator or Governmental Authority against or affecting the Borrower or
any of its Subsidiaries that could reasonably be expected to result in a
Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other
ERISA Events that have occurred, results in, or could reasonably be expected to
result in, a Material Adverse Effect; and

(d) any other development that results in, or could reasonably be expected to
result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement
of a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

SECTION 6.03. Existence; Conduct of Business. The Borrower will, and
will cause each of its Material Subsidiaries to, do or cause to be done all
things necessary to obtain, preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges,
authorizations and franchises material to the conduct of its business;
provided that the foregoing shall not prohibit any transaction permitted
under Section 7.03.

SECTION 6.04. Payment of Obligations. The Borrower will, and will
cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, would result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest would not reasonably be expected to result in a Material
Adverse Effect.

SECTION 6.05. Maintenance of Properties; Insurance. The Borrower will,
and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in working order and condition
sufficient to permit the conduct of business in the ordinary course, ordinary
wear and tear excepted, and (b) maintain, with financially sound and reputable
insurance companies (or with the Borrower153s captive self-insurance Subsidiary or
other customary self insurance, so long as such arrangements are administered in
accordance with sound business practices), insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

SECTION 6.06. Books and Records; Inspection Rights. The Borrower will,
and will

cause each of its Subsidiaries to, keep proper books of record and account in
such detail as is necessary to allow the delivery of the reports required by
Section 6.01, in which full, true and correct entries are made of all dealings
and transactions in relation to its business and activities in accordance with
and as required by GAAP in all material respects. The Borrower will, and will
cause each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent (on its own behalf or as requested by any Lender), upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested (collectively, the
“Inspections“); provided that the Borrower shall not be obligated
to permit more than one Inspection in any calendar year unless a Default or
Event of Default is then continuing or to make available material non-public
information to any Person in any respect that would (in the opinion of counsel
to the Borrower) violate applicable law, including the Exchange Act.

SECTION 6.07. Compliance with Laws. The Borrower will, and will cause
each of its Subsidiaries to, comply with all laws (including ERISA and
Environmental Laws) and all rules, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Effect.

SECTION 6.08. New Specified Subsidiaries to Become Subsidiary
Guarantors. With respect to each Subsidiary that becomes a Specified
Subsidiary after the Effective Date, the Borrower will (a) within 30 Business
Days after such Subsidiary becomes a Specified Subsidiary, cause such Subsidiary
to duly execute and deliver to the Administrative Agent a Guarantee Assumption
Agreement properly completed for such Subsidiary and in such number of
counterparts as may reasonably be requested by the Administrative Agent and (b)
deliver to the Administrative Agent within a reasonable time (not exceeding 30
days) after its request therefor, such proof of corporate action, incumbency of
officers, opinions of counsel and other documents consistent with those
delivered by the Subsidiary Guarantors pursuant to Section 5.01 on the Effective
Date as may reasonably be requested by the Administrative Agent. Nothing in this
Agreement shall obligate the Administrative Agent or the Lenders to release or
terminate the Guarantee under Article III of this Agreement or any Guarantee
Assumption Agreement of any Subsidiary Guarantor which ceases to be a Specified
Subsidiary.

SECTION 6.09. Use of Proceeds; Federal Reserve Regulations. The
Borrower will use the proceeds of the Loans for general corporate purposes
(including, in the case of the Loans, to repay existing Indebtedness) in
compliance with all applicable legal and regulatory requirements;
provided that neither the Administrative Agent nor any Lender shall have
any responsibility as to the use of any of such proceeds. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X, and the Borrower will not permit the value of
all Margin Stock owned by the Borrower and its Subsidiaries (including, without
limitation, all capital stock of the Borrower from time to time held by the
Borrower in treasury) to constitute more than 25.0% of the value of the
consolidated assets of the Borrower.

ARTICLE VII

Negative Covenants

Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full, the
Borrower covenants and agrees with the Lenders that:

SECTION 7.01. Subsidiary Indebtedness. The Borrower will not permit
any Domestic Subsidiary that is not an Obligor to create, incur, assume or
permit to exist any Indebtedness, except:

(a) obligations under the Loan Documents;

(b) any other Indebtedness existing on the Effective Date and described in
Schedule

7.01 (and any Indebtedness that may be incurred after the Effective Date
under commitments to extend such Indebtedness available on the Effective Date
and so described), and Indebtedness the proceeds of which are used solely to
refinance such Indebtedness;

(d) Indebtedness referred to in, and secured by Liens permitted under,
Sections 7.02(c) and 7.02(d);

(e) Indebtedness in respect of (i) documentary letters of credit and trade
letters of credit incurred in the ordinary course of business and (ii) trade
bank acceptance drafts incurred in the ordinary course of business;

(f) current liabilities, other than for borrowed money, incurred in the
ordinary course of business;

(g) Indebtedness of any Subsidiary owing to the Borrower or any other
Subsidiary;

(h) Indebtedness arising from Domestic Securitization Transactions permitted
by Section 7.02(k), provided that the aggregate amount of such
Indebtedness shall not exceed $300,000,000 at any time outstanding; and

(i) other Indebtedness, provided that, as of the Effective Date and as
of the time any Indebtedness is created, incurred or assumed in reliance on this
clause (i), the aggregate principal amount of all Indebtedness outstanding in
reliance on this clause (i) (together with the aggregate principal amount of any
such Indebtedness to be created, incurred or assumed in reliance on this clause
(i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible
Net Worth as of the Effective Date or as of the date such Indebtedness is
created, incurred or assumed, as applicable.

SECTION 7.02. Liens. The Borrower will not, nor will it permit any of
its Subsidiaries to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof, except:

(a) Liens existing on the Effective Date and, if securing a liability in
excess of $150,000,000, described on Schedule 7.02, and Liens on the same
property (or, if such Lien attaches to a type or class of property of any
Person, on the same type or class of property of such Person) securing any
extension, renewal, refinancing, refunding or replacement of the liability
secured by such Liens that do not increase the outstanding principal amount
thereof;

(b) deposits or pledges, or cash collateral given to any financial
institution that has issued a letter of credit, to secure payment of workers153
compensation, unemployment insurance, old age pensions or other social security
or employee benefit obligations, daylight overdraft exposure or ACH obligations,
or liabilities under or in respect of self-insurance programs, in each case in
the ordinary course of business of the Borrower and its Subsidiaries;

(c) Liens created or assumed in connection with the acquisition of real
property by the Borrower or any Subsidiary; provided that such Liens
attach only to the property acquired and secure only Indebtedness incurred
solely to finance the acquisition of such property, and Liens on the same
property securing any Indebtedness the proceeds of which are used solely to
refinance such Indebtedness;

(d) Liens on inventory of the Borrower or any Subsidiary and proceeds thereof
pursuant to agreements with the suppliers of inventory or inventory letter of
credit providers to the Borrower or such

Subsidiary; provided that such Liens attach only to inventory financed
pursuant to such agreements and secure only Indebtedness incurred solely to
finance the acquisition of such inventory by the Borrower or such Subsidiary;

(e) Liens securing Indebtedness and related obligations incurred to finance
the acquisition or construction of capital assets not constituting real property
or to reimburse the Borrower or a Subsidiary for expenditures made to acquire or
construct such capital assets, and Liens securing Indebtedness and related
obligations incurred by the same obligor to extend, renew, refinance, refund or
replace any such Indebtedness or obligations so long as the outstanding
principal amount thereof is not increased; provided that such Liens
attach only to such capital assets and the proceeds thereof;

(f) Liens securing Indebtedness and related obligations of any Subsidiary
which became a Subsidiary after the Effective Date if such Indebtedness and
Liens were outstanding prior to the time it became a Subsidiary and not incurred
in contemplation of its becoming a Subsidiary, and Liens on the same property
(or, if such Lien attaches to a type or class of property of any Person, on the
same type or class of property of such Person) securing Indebtedness and related
obligations incurred by the same obligor to extend, renew, refinance, refund or
replace such Indebtedness or obligations so long as the outstanding principal
thereof is not increased;

(g) Permitted Encumbrances;

(h) Liens consisting of easements, rights of way, zoning restrictions,
restrictions on the use of real property and defects and irregularities in the
title thereto, landlords153, materialmen153s or mechanic153s liens and other similar
liens and encumbrances none of which interfere materially with the use of the
property covered thereby in the ordinary course of the business of the Borrower
or such Subsidiary and which do not materially detract from the value of such
properties;

(i) Liens on assets of Foreign Subsidiaries securing Indebtedness or other
liabilities of Foreign Subsidiaries;

(j) cash collateral given to any financial institution that has issued a
trade bank acceptance draft in the ordinary course of business of the Borrower
and its Subsidiaries;

(k) Securitization Transactions, and Liens on accounts receivable, interests
therein and the proceeds thereof existing or deemed to exist in connection with
any Securitization Transaction; provided that the aggregate amount of the
Domestic Securitization Transactions shall not exceed $300,000,000 at any time;

(l) Liens on cash collateral given pursuant to Section 2.21 of the Five-Year
Credit Agreement;

(m) Liens on assets securing obligations under the Five-Year Credit Agreement
so long as obligations under this Agreement are secured on an equal and ratable
basis on terms reasonably satisfactory to the Administrative Agent; and

(n) Liens securing other liabilities, provided that, as of the
Effective Date and as of the time any Lien securing any obligations is created,
incurred or assumed in reliance on this clause (n), the aggregate principal
amount of all liabilities secured by Liens in reliance on this clause (n)
(together with the aggregate principal amount of all liabilities secured by such
Lien to be created, incurred or assumed in reliance on this clause (n)) does not
exceed the greater of (i) $250,000,000 and (ii) 10.0% of Tangible Net Worth as
of the Effective Date or as of the date any such Lien is created, incurred or
assumed, as applicable.

SECTION 7.03. Fundamental Changes. (a) Mergers, Consolidations,
Sales of Assets, Etc.

(i) The Borrower will not, and will not permit any Subsidiary Guarantor to,
merge with or into or consolidate with (collectively, “merge” or a
“merger“) any other Person, or permit any other Person to merge with or
into it, or liquidate or dissolve; provided that, if at the time thereof
and immediately after giving effect thereto no Default or Event of Default shall
have occurred and be continuing, (A) any Subsidiary Guarantor may merge into the
Borrower in a transaction in which the Borrower is the surviving entity; (B) any
Subsidiary Guarantor may merge with or into any other Person (including in
connection with any acquisition) in a transaction in which the surviving entity
is, or concurrently with the consummation of such merger becomes, a Subsidiary
Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger
with or into another Person so long as such disposition does not violate clause
(ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the
Borrower determines in good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially disadvantageous to the
Lenders; and (E) the Borrower may merge with or into any other Person organized
under the laws of the United States of America or any State thereof,
provided that (1) the Borrower is the surviving entity or (2) if the
surviving entity is not the Borrower, then (x) the surviving entity assumes all
of the Borrower153s obligations under this Agreement and the other Loan Documents
pursuant to an agreement reasonably satisfactory to the Administrative Agent and
(y) the Lenders shall have received all documentation and other information
required by bank regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT Act,
with respect to such surviving entity, and provided further that
on the date of consummation of any such merger, the Borrower shall deliver to
the Administrative Agent a certificate of a Financial Officer demonstrating that
the Borrower would be in pro forma compliance with Section 7.06 as of the last
day of the fiscal quarter then most recently ended (determined as if such
merger, and any related incurrence of Indebtedness, had occurred on the first
day of the period of four consecutive fiscal quarters ending on such last day).

(ii) The Borrower will not, and will not permit any of its Subsidiaries to,
sell, transfer, lease, license or otherwise dispose of (in one transaction or in
a series of transactions, and whether directly or through any merger or
consolidation) assets representing all or substantially all the consolidated
assets of the Borrower and the Subsidiaries (whether now owned or hereafter
acquired), taken as a whole.

(b) Lines of Business. The Borrower will not, and will not permit any
of its Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related thereto.

SECTION 7.04. Restrictive Agreements. The Borrower will not, and will
not permit any of its Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (collectively, “Restrictions“) (a) the
ability of the Borrower or any Domestic Subsidiary to create, incur or permit to
exist a first priority Lien upon any of its assets securing the obligations of
the Borrower hereunder or, in the case of Domestic Subsidiaries, the Guarantees
thereof, (b) the ability of any Subsidiary to pay dividends or similar
distributions with respect to any shares of its capital stock (or similar Equity
Interests) or to make or repay loans or advances to the Borrower or any
Subsidiary Guarantor or (c) the ability of any Domestic Subsidiary to Guarantee
any of the Guaranteed Obligations; provided that:

(i) the foregoing shall not apply to (A) Restrictions imposed by law, rule,
regulation or order or by this Agreement or any other Loan Document, (B)
Restrictions existing on the date hereof identified on Schedule 7.04 (but shall
apply to any amendment or modification expanding the scope of any such
Restrictions), (C) Restrictions imposed by any agreement by which any Subsidiary
is bound at the time such Subsidiary became a Subsidiary, so long as such
agreement was in effect at the time of such acquisition and was not created in
contemplation of such acquisition and such Restrictions only apply to such
Subsidiary (but shall apply to any amendment or modification expanding the scope
of any such Restriction), (D) customary Restrictions contained in agreements

relating to the sale of a Subsidiary or assets pending such sale,
provided that (1) such Restrictions apply only to the Subsidiary or
assets to be sold and (2) such sale is permitted hereunder, (E) Restrictions on
cash or other deposits under contracts entered into in the ordinary course of
business, (F) in the case of any Subsidiary that is not a wholly-owned
Subsidiary of the Borrower, Restrictions imposed by its organizational documents
or any related joint venture or similar agreement, provided that such
Restrictions apply only to such Subsidiary and to any Equity Interests in such
Subsidiary and (G) Restrictions contained in lease agreements or agreements not
relating to Indebtedness, in each case, entered into by the Borrower or any
Subsidiary in the ordinary course of business;

(ii) clause (a) of the foregoing shall not apply to (A) Restrictions imposed
by any agreement relating to secured Indebtedness permitted by this Agreement if
such Restrictions apply only to the assets securing such Indebtedness, (B)
Restrictions imposed by any agreement relating to Indebtedness permitted by this
Agreement incurred after the Effective Date to finance the acquisition of
particular assets (and any agreement relating to any refinancing of such
Indebtedness, so long as the aggregate principal amount of such refinancing
Indebtedness does not exceed the then outstanding aggregate principal amount of
such original Indebtedness), so long as such Restrictions apply only to such
assets (other than Inventory and Receivables), (C) Restrictions imposed by any
agreement relating to Indebtedness permitted by this Agreement, provided
that neither the Borrower nor any Domestic Subsidiary may create, incur or
permit to exist any Lien securing the Indebtedness under such agreement unless
the Indebtedness under this Agreement is equally and ratably secured thereby on
terms reasonably satisfactory to the Administrative Agent, and (D) customary
provisions in leases and other contracts restricting the assignment thereof; and

(iii) clause (b) of the foregoing shall not apply to Restrictions imposed by
any agreement if the Borrower153s Board of Directors determines in good faith that
such Restrictions could not reasonably be expected to have a material adverse
effect on the ability of the Borrower and the Subsidiary Guarantors to pay their
obligations under the Loan Documents when due.

SECTION 7.05. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) at prices and on terms and conditions not less favorable
to the Borrower or such Subsidiary than could be obtained on an arm153s-length
basis from unrelated third parties and (b) transactions between or among the
Borrower and its Subsidiaries not involving any other Affiliate.

SECTION 7.06. Certain Financial Covenants. (a) Cash Flow Leverage
Ratio. The Borrower will not permit the Cash Flow Leverage Ratio on the last
day of any fiscal quarter to exceed 3.50 to 1.00.

(b) Interest Coverage Ratio. The Borrower will not permit the Interest
Coverage Ratio, as at the end of any Measurement Period, to be less than 2.75 to
1.00.

SECTION 7.07. Investments in Foreign Subsidiaries. (a) The Borrower
will not, and will not permit any of its Domestic Subsidiaries to, sell,
transfer, lease, license or otherwise dispose of (in one transaction or in a
series of transactions) to any Foreign Subsidiary (i) any Equity Interests in
any Domestic Subsidiary, (ii) any United States patents, copyrights, trademarks,
service marks, trade names, trade dress, logos and other source or business
identifiers, all registrations and recordings thereof, all applications
therefor, all extensions or renewals thereof and all goodwill associated
therewith or symbolized thereby, that are, or are contemplated to be, used or
useful in the conduct of the business of the Borrower and its Domestic
Subsidiaries taken as a whole, (iii) any assets (other than (A) cash and cash
equivalents and (B) Indebtedness or other obligations owing to the Borrower or
any Domestic Subsidiary by any Foreign Subsidiary in the form of intercompany
loans or advances) that, individually or in the aggregate, are material to the
conduct of the business of the Borrower and its Domestic Subsidiaries taken as a
whole or (iv) all or any substantial portion of the assets of the Borrower and
its Domestic Subsidiaries taken as a whole.

(b) Prior to the Restricted Date, the Borrower will not, and will not permit
any of its Subsidiaries to, make any Investments in Best Buy Europe
Distributions or its Subsidiaries unless, on the date of any such Investment,
after giving effect thereto, the aggregate amount of all such Investments does
not exceed the sum of (i) the Initial Purchase Price and (ii) 10.0% of Total
Assets.

ARTICLE VIII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan when and as the
same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any
other amount (other than an amount referred to in clause (a) of this Article)
payable under this Agreement or under any other Loan Document, when and as the
same shall become due and payable, and such failure shall continue unremedied
for a period of three or more Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the
Borrower or any other Obligor in or in connection with this Agreement or any
other Loan Document or any amendment or modification hereof or thereof, or any
waiver hereunder or thereunder, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this
Agreement or any other Loan Document or any amendment or modification hereof or
thereof, or any waiver hereunder or thereunder, shall prove to have been
incorrect in any material respect when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or
agreement contained in Section 6.02(a), Section 6.03 (with respect to the
Borrower153s existence) or Section 6.08 or in Article VII;

(e) any Obligor shall fail to observe or perform any covenant, condition or
agreement contained in this Agreement (other than those specified in clause (a),
(b) or (d) of this Article) or any other Loan Document and such failure shall
continue unremedied for a period of 30 or more days after notice thereof from
the Administrative Agent or the Required Lenders to the Borrower;

(f) the Borrower or any of its Subsidiaries shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable (after
giving effect to any grace period applicable thereto); provided that any
such failure with respect to any Indebtedness arising from the purchase of goods
or services by the Borrower that is being contested in good faith by appropriate
proceedings shall not constitute an Event of Default as long as the Borrower153s
or such Subsidiary153s title to any substantial part of its property is not
materially adversely affected, its use of such property in the ordinary course
of its business is not materially interfered with and adequate reserves with
respect thereto have been set aside on its books in conformity with GAAP;

(g) any event or condition occurs that results in any Material Indebtedness
becoming due prior to its scheduled maturity or that enables or permits (with or
without the giving of notice, the lapse of time or both) the holder or holders
of any Material Indebtedness or any trustee or agent on its or their behalf, or,
in the case of any Hedging Agreement, the applicable counterparty, or, in the
case of any Securitization Transaction, the purchasers or lenders thereunder to
cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity
or, in the case of any Hedging Agreement or Securitization

Transaction, to cause the termination thereof; provided that this
clause (g) shall not apply to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such
Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed seeking (i) liquidation, reorganization or other relief in
respect of the Borrower or any of its Material Subsidiaries or its debts, or of
a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any of its Material
Subsidiaries or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for a period of 60 or
more days or an order or decree approving or ordering any of the foregoing shall
be entered;

(i) the Borrower or any of its Material Subsidiaries shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any of its Material
Subsidiaries or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding or (v) make a general assignment for the benefit of creditors;

(j) one or more judgments for the payment of money in an aggregate amount in
excess of $150,000,000 shall be rendered against the Borrower or any of its
Subsidiaries or any combination thereof and the same shall remain undischarged
for a period of 60 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Borrower or any of its Subsidiaries to
enforce any such judgment;

(k) an ERISA Event shall have occurred that, in the opinion of the Required
Lenders, when taken together with all other ERISA Events that have occurred,
could reasonably be expected to result in a Material Adverse Effect; or

(l) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the
Borrower described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable
in whole, and thereupon the principal of the Loans, together with accrued
interest thereon and all fees and other obligations of the Obligors accrued
hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
each Obligor; and in case of any event with respect to the Borrower described in
clause (h) or (i) of this Article, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest
thereon and all fees and other obligations of the Obligors accrued hereunder,
shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by each Obligor.

ARTICLE IX

Agency

SECTION 9.01. Administrative Agent. Each of the Lenders hereby
irrevocably appoints the entity named as Administrative Agent in the heading of
this Agreement and its successors to serve as Administrative Agent under the
Loan Documents and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto. The provisions of this Article are solely for
the benefit of the Administrative Agent and the Lenders, and neither the
Borrower nor any other Obligor shall have rights as a third party beneficiary of
such provisions.

The Person serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Borrower or any of its Subsidiaries or other
Affiliate thereof as if such Person were not the Administrative Agent hereunder
and without any duty to account therefor to the Lenders.

The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent
is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith to be necessary, under the
circumstances as provided in Section 10.02); provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or be contrary to any Loan Document or applicable law; and

(c) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Affiliates that
is communicated to or obtained by the Person serving as the Administrative Agent
or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 10.02) or (ii) in the absence of its own
gross negligence or willful misconduct (with such absence to be presumed unless
otherwise determined by a court of competent jurisdiction in a final and
nonappealable judgment). The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice describing such Default
is given to the Administrative Agent by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (a) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (b) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (c) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document or the occurrence of any Default, (d) the
sufficiency, validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or
document or (e) the satisfaction of any condition set forth in Article V or
elsewhere

in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent. Notwithstanding anything
herein to the contrary, the Administrative Agent shall not have any liability
arising from any confirmation of the Revolving Credit Exposure or the component
amounts thereof.

The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. In determining compliance with any condition hereunder to the
making of a Loan that by its terms must be fulfilled to the satisfaction of a
Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Loan. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for an Obligor), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

The Administrative Agent may perform any and all of its duties and exercise
its rights and powers hereunder or under any other Loan Document by or through
any one or more sub145agents appointed by the Administrative Agent. The
Administrative Agent and any such sub145agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such
sub145agent and to the Related Parties of the Administrative Agent and any such
sub145agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

The Administrative Agent may at any time give notice of its resignation to
the Lenders and the Borrower. Upon receipt of any such notice of resignation,
the Required Lenders shall have the right, with the consent of the Borrower
(such consent not to be unreasonably withheld, or required if an Event of
Default under clauses (a), (b), (h) or (i) of Article VIII has occurred and is
continuing), to appoint a successor, which shall be a bank with an office in the
United States of America, or an Affiliate of any such bank. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders, appoint a successor Administrative Agent meeting the
qualifications set forth above provided that if the Administrative Agent
shall notify the Borrower and the Lenders that no qualifying Person has accepted
such appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (a) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents and (b) all payments, communications and determinations provided to be
made by, to or through the Administrative Agent shall instead be made by or to
each Lender directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this paragraph. Upon the
acceptance of a successor153s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this paragraph). The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the retiring Administrative Agent153s resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 10.03
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub145agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon
the Administrative Agent, any other Lender or any Arranger or any of their
Related Parties and based on such

documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent, any other Lender or any other Arranger or any of their
Related Parties and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any other Loan Document or
any related agreement or any document furnished hereunder or thereunder.

Except as otherwise provided in Section 10.02(b) with respect to this
Agreement, the Administrative Agent may, with the prior consent of the Required
Lenders (but not otherwise), consent to any modification, supplement or waiver
under any of the Loan Documents.

SECTION 9.02. Bookrunners, Etc. Anything herein to the contrary
notwithstanding, none of the Arrangers, the Syndication Agent and the
Documentation Agents listed on the cover page hereof shall have any duties or
responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent or a Lender
hereunder.

ARTICLE X

Miscellaneous

SECTION 10.01. Notices. (a) Notices Generally. Except in the
case of notices and other communications expressly permitted to be given by
telephone (and except as provided in paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by facsimile, as follows:

(i) if to the Borrower or any Subsidiary Guarantor, to Best Buy Co., Inc. at
7601 Penn Avenue South, Richfield, Minnesota, 55423, Attention of Treasurer
(Telephone No. (612) 291-5781; Fax No. (952) 430-1316; email
treasuryooo@bestbuy.com);

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and
Agency Services Group, 1111 Fannin Street, 10th Floor, Houston, Texas
77002-6925, Attention of Ryan Mader (Telephone No. (713) 750-2936; Fax No. (713)
750-2956; email ryan.g.mader@jpmorgan.com) and Thai Pham (Telephone No. (713)
750-2884; Fax. No. (713) 750-2956, email thai.x.pham@jpmorgan.com) with a copy
to JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th Floor, New York, New York
10179, Attention of Jocelyn Shields (Telephone No. (212) 270-3641; Fax No. (212)
270-6637; email jocelyn.t.shields@jpmorgan.com); and

(iii) if to a Lender, to it at its address (or fax number) set forth in its
Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by fax shall be deemed to have been given when sent (except that, if not given
during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next business day for the recipient).
Notices delivered through electronic communications to the extent provided in
paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices under Article II to any Lender if
such Lender, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication.
Each Agent or the Borrower may, in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to
procedures

approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

(c) Change of Address, Etc. Any party hereto may change its address or
fax number for notices and other communications hereunder by notice to the other
parties hereto (or, in the case of any such change by a Lender, by notice to the
Borrower and the Administrative Agent).

SECTION 10.02. Waivers; Amendments. (a) No Deemed Waivers; Remedies
Cumulative. No failure or delay by the Administrative Agent or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by any Obligor therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the execution and delivery of this Agreement or the making of a Loan
shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

(b) Amendments. Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall:

(i) increase the Commitment of any Lender without the written consent of such
Lender,

(ii) reduce the principal amount of any Loan outstanding to any Lender or
reduce the rate of interest thereon (except in connection with the waiver of
applicability of any post-default increase in interest rates pursuant to Section
2.13(d)), or reduce any fees payable to any Lender hereunder, without the
written consent of such Lender,

(iii) postpone the scheduled date of payment of the principal amount of any
Loan outstanding to any Lender (except as provided in Section 2.21 in connection
with the exercise of the Term-Out Option), or any interest thereon, or any fees
payable to any Lender hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment of
any Lender, without the written consent of such Lender,

(iv) change Section 2.18(b), 2.18(c) or 2.18(d) in a manner that would alter
the pro rata sharing of payments required thereby without the written consent of
each Lender directly and adversely affected thereby,

(v) change any of the provisions of this Section or the percentage in the
definition of the term “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender directly and adversely
affected thereby, or

(vi) release all or substantially all of the Guarantors from their guarantee
obligations under Article III without the written consent of each Lender, and

provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent hereunder
without the prior written consent of the Administrative Agent.

Notwithstanding the foregoing (but subject to the immediately preceding
proviso), (A) any amendment of the

definition of the term “Applicable Rate” pursuant to the last sentence of
such definition shall require only the written consent of the Borrower and the
Required Lenders, (B) no consent with respect to any amendment, waiver or other
modification of this Agreement shall be required of any Defaulting Lender,
except with respect to any amendment, waiver or other modification referred to
in clause (i), (ii) or (iii) of the first proviso of this paragraph and then
only in the event such Defaulting Lender shall be directly affected by such
amendment, waiver or other modification, (C) the Administrative Agent may enter
into one or more security agreements (including mortgages and pledge agreements)
in connection with any grant of a security interest securing Indebtedness under
this Agreement as contemplated by Sections 7.02(m) and 7.04 without the consent
of any Lender and (D) this Agreement may be amended (or amended and restated)
with the written consent of the Required Lenders, the Administrative Agent and
the Borrower (x) to add one or more additional credit facilities to this
Agreement and to permit the extensions of credit from time to time outstanding
thereunder and the accrued interest and fees in respect thereof to share in the
benefits of this Agreement and the other Loan Documents and (y) to include
appropriately the Lenders holding such credit facilities in any determination of
the Required Lenders.

SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) Costs and
Expenses. The Borrower shall pay (i) all reasonable and documented
out145of145pocket expenses incurred by the Administrative Agent, the Arrangers, the
Documentation Agents, the Syndication Agent and each of their respective
Affiliates (including the reasonable and documented fees, charges and
disbursements of one firm of counsel (and one firm of local counsel in each
applicable jurisdiction) for the foregoing), in connection with the syndication
of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated and (ii) all out145of145pocket expenses incurred by the
Administrative Agent or any Lender (including the reasonable fees, charges and
disbursements of one firm of counsel (and one firm of local counsel in each
applicable jurisdiction) for the Administrative Agent and the Lenders and of any
separate counsel (including local counsel) that may be required in light of any
conflicting interests among the foregoing parties) in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made hereunder, including all such out145of145pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans.

(b) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent (and any sub145agent thereof), the Arrangers, the
Documentation Agents, the Syndication Agent and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an
“Indemnitee“), against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses (including the
reasonable fees, charges and disbursements of one firm of counsel (and one firm
of local counsel in each applicable jurisdiction) for the Indemnitees and of any
separate counsel (including local counsel) that may be required in light of any
conflicting interests among Indemnitees), incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower or any other
Obligor arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, (ii) any Loan or the use or
proposed use of the proceeds therefrom, (iii) any actual or alleged presence or
Release of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Borrower or any other Obligor, and regardless
of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the bad faith, gross negligence or willful misconduct of such
Indemnitee or its Related Parties or (y) result from a claim brought in good
faith by the Borrower or any other Obligor against an Indemnitee for breach in
bad faith, gross negligence or willful misconduct of such

Indemnitee153s obligations hereunder or under any other Loan Document.

(c) Reimbursement by Lenders. To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under paragraph (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub145agent
thereof) or any Related Party of the Administrative Agent (or any sub-agent
thereof), each Lender severally agrees to pay to the Administrative Agent (or
any such sub145agent), or such Related Party, as the case may be, such Lender153s
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub145agent) or against any
Related Party of the Administrative Agent (or any sub-agent thereof) acting for
the Administrative Agent (or any such sub145agent) in connection with such
capacity. The obligations of the Lenders under this paragraph are several
obligations.

(d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable law, no Obligor shall assert, and each Obligor hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the transactions contemplated hereby or thereby, any Loan or
the use of the proceeds thereof. No Indemnitee shall be liable for any damages
arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other
information transmission systems, except to the extent they are determined by a
final and non-appealable judgment of a court of competent jurisdiction to have
resulted from the bad faith, willful misconduct or gross negligence of such
Indemnitee or any of its Related Parties, or for any special, indirect,
consequential or punitive damages in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable
promptly after demand therefor.

SECTION 10.04. Successors and Assigns. (a) Assignments
Generally. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) other than as expressly provided in Section
7.03(a)(i), the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent shall
be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, Participants (to the extent provided in paragraph (c) of this
Section), the Arrangers, the Documentation Agent, the Syndication Agent and, to
the extent expressly contemplated hereby, the sub-agents of the Administrative
Agent and the Related Parties of each of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

(b) Assignments by Lenders.

(i) Assignments Generally. Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees (other
than any natural person) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:

(A) the Borrower; provided that (x) no consent of the Borrower shall
be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default has occurred and is continuing, any other
assignee, and (y) the Borrower

shall be deemed to have consented to any assignment unless it shall object
thereto by written notice the Administrative Agent within 10 Business Days after
having confirmed receipt of notice thereof; and

(B) the Administrative Agent; provided that no consent of the
Administrative Agent shall be required for an assignment of all or any portion
of the Commitments or Syndicated Loans to a Lender or an Affiliate of a Lender.

(ii) Certain Conditions to Assignments. Assignments shall be subject
to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a
Lender or an assignment of the entire remaining amount of the assigning Lender153s
Commitment or Loans of any Class, the amount of the Commitment or Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, provided that no
such consent of the Borrower shall be required if an Event of Default has
occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender153s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information
(which may contain material non-public information about the Borrower and its
Related Parties or their respective securities) will be made available and who
may receive such information in accordance with the assignee153s compliance
procedures and applicable laws, including Federal and state securities laws.

(iii) Effectiveness of Assignments. Subject to acceptance and
recording thereof pursuant to paragraph (b)(iv) of this Section, from and after
the effective date specified in each Assignment and Assumption the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender153s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.

(iv) Maintenance of Register. The Administrative Agent, acting for
this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of
its offices a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register“). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent

and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

(v) Acceptance of Assignments by Administrative Agent. Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee153s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that if either
the assigning Lender or the assignee shall have failed to make any payment
required to be made by it pursuant to Section 2.07(b), 2.18(d) or 10.03(c), the
Administrative Agent shall have no obligation to accept such Assignment and
Assumption and record the information therein in the Register unless and until
such payment shall have been made in full, together with all accrued interest
thereon. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

(i) Participations Generally. Any Lender may, without the consent of
the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (a “Participant“) in all or a portion of such
Lender153s rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided that (A) such
Lender153s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender153s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 10.02(b) that directly and adversely affects such
Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.15, 2.16
and 2.17 (subject to the requirements and limitations therein, including the
requirements under Sections 2.17(f) and 2.17(g) (it being understood that the
documentation required under Sections 2.17(f) and 2.17(g) shall be delivered to
the participating Lender)) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.08 as though it were a Lender, provided that such
Participant agrees to be subject to Section 2.18(d) as though it were a Lender.
Each Lender selling participations shall keep a register (the “Participant
Register“) in which it shall record the name and address of each Participant
to which such Lender sells participations and the amount and terms of such
participations, acting for this purpose as an agent of the Borrower;
provided that no Lender shall have any obligation to disclose all or any
portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant153s interest in any Commitments,
Loans or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such Commitment,
Loan or other obligation is in registered form under Section 5f.103-1(c) of the
United States Treasury Regulations. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each
Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Administrative Agent (in its
capacity as Administrative Agent) shall have no responsibility for

maintaining a Participant Register.

(ii) Limitations on Rights of Participants. A Participant shall not be
entitled to receive any greater payment under Section 2.15 or 2.17 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower153s prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.17 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.17(f) as though it were a
Lender.

(d) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including without limitation any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall
release a Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.

SECTION 10.05. Survival. All covenants, agreements, representations
and warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17, 2.18(f), 3.03 and 10.03 and Article IX
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans and the
Commitments or the termination of this Agreement or any provision hereof.

SECTION 10.06. Counterparts; Integration; Effectiveness; Electronic
Execution. (a) Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
the other Loan Documents, and any separate letter agreements with respect to
fees payable to the Administrative Agent, constitute the entire contract between
and among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the
subject matter hereof (but do not supersede any provisions of any separate
letter agreements with respect to fees payable to the Administrative Agent).
Except as provided in Section 5.01, this Agreement shall become effective when
it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of
an executed counterpart of a signature page to this Agreement by facsimile (or
other electronic transmission) shall be effective as delivery of a manually
executed counterpart of this Agreement.

(b) Electronic Execution of Assignments. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

SECTION 10.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such

invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

SECTION 10.08. Right of Setoff. In addition to any rights and remedies
of the Lenders provided by law, each Lender shall have the right, without notice
to the Borrower or any Subsidiary Guarantor, any such notice being expressly
waived by the Borrower and each Subsidiary Guarantor to the extent permitted by
applicable law, upon any obligations of the Borrower or any Subsidiary Guarantor
under this Agreement or any other Loan Document becoming due and payable
(whether at the stated maturity, by acceleration or otherwise), to apply to the
payment of such obligations, by setoff or otherwise, any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender, any Affiliate thereof or any of their respective
branches or agencies to or for the credit or the account of the Borrower or any
Subsidiary Guarantor; provided that if any Defaulting Lender shall
exercise any such right of setoff, all amounts so set off shall be paid over
immediately to the Administrative Agent for further application in accordance
with the provisions of this Agreement and, pending such payment, shall be
segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of the Administrative Agent and the Lenders. Each Lender
(including any Defaulting Lender) agrees to notify the Borrower and the
Administrative Agent promptly after any such application made by such Lender,
provided that the failure to give such notice shall not affect the
validity of such application.

SECTION 10.09. Governing Law; Jurisdiction; Etc. (a) Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the law of the State of New York.

(b) Submission to Jurisdiction. Each Obligor irrevocably and
unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any other Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State court
or, to the fullest extent permitted by applicable law, in such Federal court.
Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or in any other Loan Document shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any
Obligor or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Obligor irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the laying of venue of any action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
court referred to in paragraph (b) of this Section. Each of the parties hereto
irrevocably waives, to the fullest extent permitted by applicable law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

(d) Service of Process. Each party hereto irrevocably consents to
service of process in the manner provided for notices in Section 10.01. Nothing
in this Agreement will affect the right of any party hereto to serve process in
any other manner permitted by applicable law.

SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 10.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

SECTION 10.12. Treatment of Certain Information; Confidentiality. (a)
Treatment of Certain Information. The Borrower acknowledges that from
time to time financial advisory, investment banking and other services may be
offered or provided to the Borrower or one or more of its Subsidiaries (in
connection with this Agreement or otherwise) by any Lender or by one or more
Subsidiaries or Affiliates of such Lender and the Borrower hereby authorizes
each Lender to share any information delivered to such Lender by the Borrower
and its Subsidiaries pursuant to this Agreement, or in connection with the
decision of such Lender to enter into this Agreement, with any Subsidiary or
Affiliate of such Lender, it being understood that any such Subsidiary or
Affiliate of any Lender receiving such information shall be bound by the
provisions of paragraph (b) of this Section as if it were a Lender hereunder.
Such authorization shall survive the repayment of the Loans and the Commitments
or the termination of this Agreement or any provision hereof.

(b) Confidentiality. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (i) to its Affiliates and to its and
its Affiliates153 respective partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (ii) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it or its Affiliates (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (iii) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process,
(iv) to any other party hereto, (v) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (vi) subject to an agreement containing
provisions substantially the same as those of this Section, to (x) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (y) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (vii) with the consent of the Borrower, (viii)
to the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent or any Lender or any of their respective Affiliates on a
nonconfidential basis from a source other than an Obligor or (ix) to Moody153s or
S&P.

For purposes of this Section, “Information” means all information
received from any Obligor or any of its Subsidiaries relating to any Obligor or
any of its Subsidiaries or any of their respective businesses, other than (a)
any such information that is available to the Administrative Agent or any Lender
on a nonconfidential basis prior to disclosure by an Obligor or any of its
Subsidiaries and (b) any such information that is publicly disclosed by the
Borrower in connection with its public filings with the Securities and Exchange
Commission. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

EACH LENDER AND THE ADMINISTRATIVE AGENT ACKNOWLEDGES THAT INFORMATION (AS
DEFINED IN THIS SECTION) FURNISHED TO IT PURSUANT TO THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS MAY INCLUDE MATERIAL NON-PUBLIC

INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR
RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES
REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY
ANY OBLIGOR OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT
THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO
MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL
AND STATE SECURITIES LAWS.

SECTION 10.13. USA PATRIOT Act. Each Lender hereby notifies the
Borrower and the other Obligors that pursuant to the requirements of the USA
PATRIOT Act, such Lender may be required to obtain, verify and record
information that identifies the Borrower and the other Obligors, which
information includes the name and address of the Borrower and the other Obligors
and other information that will allow such Lender to identify the Borrower and
the other Obligors in accordance with the USA PATRIOT Act.

SECTION 10.14. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the “Charges“), shall
exceed the maximum lawful rate (the “Maximum Rate“) which may be
contracted for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate for each day to the date of repayment, shall have been received by such
Lender.

SECTION 10.15. No Fiduciary Relationship. The Borrower, on behalf of
itself and its Subsidiaries, agrees that in connection with all aspects of the
transactions contemplated hereby and any communications in connection therewith,
the Borrower, its Subsidiaries and their Affiliates, on the one hand, and the
Administrative Agent, the Lenders the Arrangers, the Syndication Agent the
Documentation Agents and their Affiliates, on the other hand, will have a
business relationship that does not create, by implication or otherwise, any
fiduciary duty on the part of the Administrative Agent, the Lenders, the
Arrangers, the Syndication Agent, the Documentation Agents or their Affiliates,
and no such duty will be deemed to have arisen in connection with any such
transactions or communications.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.



BORROWER

BEST BUY CO., INC.,

by	/s/ CHRISTOPHER K.K. GOULD
	Name:	Christopher K.K. Gould
	Title:	Vice President, Treasurer



SUBSIDIARY GUARANTORS

Best Buy Stores, L.P.,
by: BBC Property Co., its General Partner

by	/s/ CHRISTOPHER K.K. GOULD
	Name:	Christopher K.K. Gould
	Title:	Vice President, Treasurer



BBC Property Co.,

by	/s/ CHRISTOPHER K.K. GOULD
	Name:	Christopher K.K. Gould
	Title:	Vice President, Treasurer



BBC Investment Co.,

by	/s/ CHRISTOPHER K.K. GOULD
	Name:	Christopher K.K. Gould
	Title:	Vice President, Treasurer



LENDERS

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent

by	/s/ SARAH L. FREEDMAN
	Name:	Sarah L. Freedman
	Title:	Vice President


U.S. Bank National Association

by	/s/ LUDMILA YAKOVLEV
	Name:	Ludmila Yakovlev
	Title:	Assistant Vice President


Citibank, N.A.

by	/s/ MARNI MCMANUS
	Name:	Marni McManus
	Title:	Managing Director


Compass Bank

by	/s/ RAMON GARCIA
	Name:	Ramon Garcia
	Title:	Vice President


The Bank of Tokyo-Mitsubishi UFJ, Ltd.

by	/s/ VICTOR PIERZCHALSKI
	Name:	Victor Pierzchalski
	Title:	Authorized Signatory


Bank of America, N.A.

by	/s/ THOMAS KAINAMURA
	Name:	Thomas Kainamura
	Title:	Vice President



BARCLAYS BANK PLC

by	/s/ DIANE ROLFE
	Name:	Diane Rolfe
	Title:	Director


CREDIT SUISSE AG, Cayman Islands Branch

by	/s/ ARI BRUGER
	Name:	Ari Bruger
	Title:	Vice President

by	/s/ MICHAEL SPAIGHT
	Name:	Michael Spaight
	Title:	Associate


GOLDMAN SACHS BANK USA

by	/s/ MARK WALTON
	Name:	Mark Walton
	Title:	Authorized Signatory


HSBC Bank USA, National Association

by	/s/ THOMAS FOLEY
	Name:	Thomas Foley
	Title:	Managing Director


Royal Bank of Canada

by	/s/ GLEN BARISOFF
	Name:	Glen Barisoff
	Title:	Authorized Signatory


The Royal Bank of Scotland plc

by	/s/ TRACY RAHN
	Name:	Tracy Rahn
	Title:	Director



DnB NOR Bank ASA

by	/s/ PHILIP F. KURPIEWSKI
	Name:	Philip F. Kurpiewski
	Title:	Senior Vice President

by	/s/ PAL BOGER
	Name:	Pal Boger
	Title:	Vice President


FIFTH THIRD BANK

by	/s/ GARY S. LOSEY
	Name:	Gary S. Losey
	Title:	VP – Corporate Banking


LLOYDS TSB BANK PLC

by	/s/ RICHARD HERDER
	Name:	Richard Herder
	Title:	Managing Director H003

by	/s/ DEBORAH CARLSON
	Name:	Deborah Carlson
	Title:	Director Corporate Banking USA C103


UBS AG, STAMFORD BRANCH

by	/s/ IRJA R. OTSA
	Name:	Irja R. Otsa
	Title:	Associate Director

by	/s/ MARY E. EVANS
	Name:	Mary E. Evans
	Title:	Associate Director


MORGAN STANLEY BANK, N.A.

by	/s/ MICHAEL KING
	Name:	Michael King
	Title:	Authorized Signatory



Mizuho Corporate Bank (USA)

by	/s/ ROBERT GALLAGHER
	Name:	Robert Gallagher
	Title:	Senior Vice President


Standard Chartered Bank

by	/s/ JAMES P. HUGHES
	Name:	James P. Hughes A2386
	Title:	Director

by	/s/ ROBERT K. REDDINGTON
	Name:	Robert K. Reddington
	Title:	Credit Documentation Manager Credit Documentation Unit, WB Legal-Americas


Bank of China, New York Branch

by	/s/ SHIQIANG WU
	Name:	Shiqiang Wu
	Title:	General Manager


The Bank of Nova Scotia

by	/s/ CHRISTOPHER USAS
	Name:	Christopher Usas
	Title:	Director

Schedule 2.01

364-Day Credit Agreement Commitments



Lender Allocation	Allocation
JPMorgan Chase Bank, N.A.	$	86,800,000
U.S. Bank National Association	$	86,800,000
Citibank, N.A.	$	86,800,000
Compass Bank	$	86,800,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	58,000,000
Bank of America, N.A.	$	50,000,000
Barclays Bank PLC	$	50,000,000
Credit Suisse AG, Cayman Islands Branch	$	50,000,000
Goldman Sachs Bank USA	$	50,000,000
HSBC Bank USA, National Association	$	50,000,000
Royal Bank of Canada	$	50,000,000
The Royal Bank of Scotland plc	$	50,000,000
DnB NOR Bank ASA	$	38,000,000
Fifth Third Bank	$	38,000,000
Lloyds TSB Bank plc	$	38,000,000
UBS AG, Stamford Branch	$	30,000,000
Morgan Stanley Bank, N.A.	$	28,800,000
Mizuho Corporate Bank (USA)	$	20,000,000
Standard Chartered Bank	$	20,000,000
Bank of China, New York Branch	$	16,000,000
The Bank of Nova Scotia	$	16,000,000
TOTAL:	$	1,000,000,000

Schedule 4.11

Best Buy Co., Inc. Entity Structure



Name	Material / Specified Subsidiary	State or Other Jurisdiction of Incorporation or Organization
BBC Insurance Agency Inc.		Minnesota
BBC Investment Co.	Material	Nevada
BBY Networks, Inc.		Minnesota
BBC Property Co.	Material	Minnesota
Best Buy Stores, L.P. (1)	Material / Specified	Virginia
BestBuy.com, LLC		Virginia
Best Buy Leasing, LLC		Virginia
Best Buy Puerto Rico Holdings, LLC		Delaware
Best Buy Stores Puerto Rico, LLC		Puerto Rico
BBY Services, Inc.		Delaware
Best Buy Connect, LLC		Delaware
Best Buy Gov, LLC (2)		Delaware
Best Buy Warehousing Logistics, Inc.		Delaware
Nichols Distribution, LLC		Minnesota
BBY Holdings International, Inc.		Minnesota
Best Buy China Holdings, Ltd.		Mauritius
Best Buy Shanghai, Ltd.		China
Best Buy Enterprise Services, Inc.		Minnesota
BBY Canada Finance, LLC		Delaware
BBCAN Financial Services, L.P.		Alberta
BBCAN UK, LLP		United Kingdom
Best Buy, LLP		United Kingdom
Best Buy Distributions Limited		United Kingdom
BBY Business to Business, ULC		Nova Scotia
BBY Solutions, Inc.		Minnesota
Best Buy Asia Pacific Regional Holdings Limited		Hong Kong
Best Buy Hangzhou Limited		China
Best Buy Nanjing Limited		China
Best Buy Canada Ltd. (3)	Material	Canada +
6349021 Canada Ltd.		Canada +
FutureGard Reinsurance Ltd.		Turks and Caicos
Howell & Associates, Inc.		Ontario
Best Buy Holdings B.V.		Netherlands
Best Buy China Ltd.		Bermuda
Best Buy Purchasing LLC (4)		Minnesota
Best Buy Finance, Inc.		Minnesota
BBY (Mauritius I) Ltd.		Mauritius
BBY (Mauritius II) Ltd.		Mauritius
Best Buy China %		China
BBY (Mauritius III) Ltd.		Mauritius
Best Buy (AsiaPacific) Limited		China
Best Buy China UK, LLP		United Kingdom
Best Buy International Finance, S.a.r.l.		Luxembourg
Best Buy Enterprises, S. de R.L. de C.V.		Mexico, Federal District



Best Buy Imports, S. de R.L. de C.V.				Mexico, Federal District
Best Buy Stores, S. de R.L. de C.V.				Mexico, Federal District
Dovinic Limited				Hong Kong
ExB Marketing Japan G.K.				Japan
Five Star Trust %				China
Best Buy Jiangsu Ltd.				Mauritius
Jiangsu Five Star Appliance Co., Ltd.				China
Anhui Five Star Appliance Co., Ltd				China
Anhui Five Star Appliance Repair & Maintenance Service Co., Ltd				China
Changzhou Five Star Appliance Co., Ltd #				China
Chengdu Xingpu Five Star Electrical Appliance Co.				China
Henan Five Star Appliance Co., Ltd				China
Jiangsu Five Star Appliance Repair & Maintenance Co.,Ltd				China
Jiangsu Five Star Appliance Service Co.,Ltd				China
Jiangsu Five Star Central Air-conditioning Co., Ltd				China
Jiangsu Five Star Purchase Co., Ltd				China
Jiangsu Friendship Appliance Co., Ltd				China
Jiangsu Hengxin Gree Air-conditioner Sales Co., Ltd @				China
Jiangsu Taide Commercial & Trade Co., Ltd				China
Jiangsu Xingpu Science & Technology Trading Co., Ltd				China
Nanjing Appliance Central Air-conditioning Engineering Co., Ltd				China
Ningbo Xingpu Five Star Appliance Co., Ltd				China
Qingdao Five Star Appliance Service Co., Ltd				China
Shandong Five Star Appliance Co., Ltd				China
Sichuan Xingpu Five Star Appliance Co., Ltd				China
Xuzhou Five Star Appliance Co., Ltd				China
Xuzhou Five Star Appliance Service Co., Ltd				China
Wuxi Five Star Appliance Co., Ltd				China
Yancheng Asia Shopping Mall Co., Ltd				China
Yunnan Five Star Appliance Co.,Ltd				China
Zhejiang Xingpu Five Star Appliance Co., Ltd				China
Zhejiang Xingpu Five Star Appliance Service Co., Ltd				China
Best Buy – Fuse Capital Digital Media Fund, LLC				Delaware
Best Buy UK Investments 1, LLC				Delaware
Project Austin, LLC				Delaware
Best Buy UK Investments 2, LLC				Delaware
CCL Insurance Company				Vermont
CP Gal Ritchfield, LLC				Delaware
Jiangsu Five Star Capital Ltd.				Mauritius
Jiangsu Five Star Investment Ltd.				Mauritius
Magnolia Hi-Fi, Inc. (5)				Washington
Napster, Inc.				Delaware
Napster Card Company LLC				Virginia
Napster, LLC (6)				Delaware
Napster Deutschland GmbH				Germany
Napster Luxembourg S. 161 r. l.				Luxembourg
Napster UK Ltd.				United Kingdom
Online Services Co.				Minnesota
Pacific Sales Kitchen and Bath Centers, Inc.				California
Redline Entertainment, Inc. (7)				Minnesota



Talkback, Inc.				Washington
vpr Matrix, Inc.				Minnesota



# Best Buys owns 60% of this entity
+ Federally chartered
% China Business Trust

Also doing business as:

HD Gamer Store, GameDaemons, Best Buy Express, DealTree, TechLiquidators, Napster, Cowboom, Warehouse B.

Schedule 7.01

Existing and Available Indebtedness as of August 27,
2011 ¹



			$ in Millions
Best Buy Domestic Indebtedness ²
		Financing Lease Obligations ³	$	109.6
		Capital Lease Obligations	55.8
	Sub-Total Best Buy Domestic		$	165.4


¹Balances approximate the amounts outstanding as of the Effective Date in all material respects.
²Best Buy Domestic refers to all Best Buy Co., Inc. entities not separately included herein.
³Amounts reimbursed from landlords on financing leases are recorded as financing lease obligations.

Schedule 7.02

Certain Existing Liens

Long term ground lease with Peoples Republic of China secured by Best Buy
Shanghai Ltd. retail store

Schedule 7.04

Restrictive Agreements

Amended and Restated Lease between BB Property Company, as Lessor, and Best
Buy Stores, L.P., as Lessee dated September 26, 2001

Five-Year Credit Agreement dated as of October 7, 2011 (as amended,
supplemented, replaced or otherwise modified from time to time) among Best Buy
Co., Inc., the Subsidiary Guarantors, the Lenders and JPMorgan Chase Bank, N.A.,
as Administrative Agent

EXHIBIT A

[Form of Assignment and Assumption]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption“) is
dated as of the Effective Date set forth below and is entered into by and
between the Assignor identified below and the Assignee identified below.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement (as defined below), receipt of a copy of which is
hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor’s rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the facility identified
below (including any Guarantees included in such facility) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by the Assignor to the
Assignee pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned Interest“). Each such sale and assignment
is without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by the Assignor.



1.	Assignor:



2.	Assignee:

[for the Assignee, indicate [Affiliate][Approved Fund] of [identify
Lender]¹



3.	Borrower:	Best Buy Co., Inc. Best Buy Co., Inc., a Minnesota corporation

4.	Administrative Agent:	JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Credit Agreement

5.	Credit Agreement:	$1,000,000,000 364-Day Credit Agreement dated as of October 7, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Credit Agreement“)

^{________________________________________________}

¹ Select as appropriate.

6. Assigned Interest:



Facility Assigned	Aggregate Amount of Commitments/ Syndicated Loans for all Lenders	Amount of Commitment/ Syndicated Loans/ Competitive Loan Assigned²	Percentage Assigned of Commitments/ Syndicated Loans for all Lenders³
Commitment/ Syndicated Loans	$	$	%
Competitive Loans⁴	N/A	$	N/A

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]

The Assignee, if not already a Lender, agrees to deliver to the
Administrative Agent a completed Administrative Questionnaire in which the
Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the
Borrower and its Related Parties or their respective securities) will be made
available and who may receive such information in accordance with the assignee’s
compliance procedures and applicable laws, including Federal and state
securities laws.

^{________________________________________________}

² Must comply with Section 10.04(b)(ii) of the Credit Agreement.

³ Set forth, to at least 9 decimals, as a percentage of the
Commitments/Syndicated Loans of all Lenders.

⁴ Specify the Competitive Loan assigned, including whether it is a
Eurocurrency Loan or a Fixed Rate Loan.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR



[NAME OF ASSIGNOR]
by

	Name:
	Title:

ASSIGNEE



[NAME OF ASSIGNEE]
by

	Name:
	Title:

[Consented to and]⁵Accepted:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

by _________________________________

Name:

Title:

[Consented to:]⁶

[BEST BUY CO., INC.]

by _________________________________

Name:

Title:

^{________________________________________________}

⁵ To be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.

⁶ To be added only if the consent of the Borrower is required by
the terms of the Credit Agreement.

ANNEX 1

$1,000,000,000 BEST BUY CO., INC. 364-DAY CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of its Assigned Interest, (ii) such Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document (other than its
representations and warranties set forth herein), (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or other Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or observance
by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender (subject to such consents, if any, as may be required under
Section 10.04(b)(i) and (ii) of the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and, to the extent of its Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it is sophisticated with respect to
decisions to acquire assets of the type represented by the Assigned Interest and
either it, or the Person exercising discretion in making its decision to acquire
the Assigned Interest, is experienced in acquiring assets of such type, (v) it
has received a copy of the Credit Agreement, and has received or has been
accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase such Assigned Interest, (vi) it has, independently and without reliance
upon the Administrative Agent, any Arranger or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase such Assigned Interest, (vii) if it is a Lender that is a United States
person, as defined in Section 7701(a)(30) of the Code and is not an exempt
recipient within the meaning of Treasury Regulations Section 1.6049-4(c),
attached to this Assignment and Assumption is two accurate and complete original
signed copies of Internal Service Form W-9, or any successor form that such
Lender is entitled to provide, establishing that such Lender is not subject to
U.S. Federal backup withholding Tax, and (viii) if it is a Foreign Lender,
attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by such Assignee; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, any Arranger, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by facsimile or other electronic transmission shall be effective as delivery of
a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York.

Exhibit B

[Form of Guarantee Assumption Agreement]

GUARANTEE ASSUMPTION AGREEMENT

GUARANTEE ASSUMPTION AGREEMENT dated as of [ , 20 ] (the “Guarantee
Assumption Agreement“) by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a
[JURISDICTION] [ENTITY TYPE] (the “Additional Subsidiary Guarantor“), in
favor of JPMorgan Chase Bank, N.A., as administrative agent under the Credit
Agreement referred to below (in such capacity, together with its successors in
such capacity, the “Administrative Agent“. Best Buy Co., Inc., a
Minnesota corporation, the Subsidiary Guarantors referred to therein, the
Lenders referred to therein and the Administrative Agent are parties to a
364-Day Credit Agreement dated as of October 7, 2011 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement“). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement

Pursuant to Section 3.10 or 6.08, as applicable, of the Credit Agreement, the
Additional Subsidiary Guarantor hereby agrees to become a “Subsidiary Guarantor”
for all purposes of the Credit Agreement. Without limiting the foregoing, the
Additional Subsidiary Guarantor hereby, jointly and severally with the other
Subsidiary Guarantors, as a primary obligor and not merely as a surety,
guarantees to each Lender, each other holder of a Guaranteed Obligation and the
Administrative Agent and their respective successors and assigns the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of all Guaranteed Obligations in the same manner and to the same
extent as is provided in Article III of the Credit Agreement.

The Additional Subsidiary Guarantor hereby (a) agrees that, from and after
the effectiveness of this Agreement, it shall be bound by all the obligations of
a “Guarantor” and a “Subsidiary Guarantor” under the Credit Agreement and the
other Loan Documents and (b) makes the representations and warranties set forth
in Sections 4.01, 4.02 and 4.03 of the Credit Agreement with respect to itself
and its obligations under this Agreement, as if each reference in such Sections
to the Loan Documents included reference to this Agreement.

The Additional Subsidiary Guarantor hereby instructs its counsel to deliver
the opinions referred to in Section 3.10 or 6.08, as applicable, of the Credit
Agreement to the Lenders and the Administrative Agent.

The provisions of Sections 10.06, 10.07, 10.09 and 10.10 of the Credit
Agreement are hereby incorporated by reference as if fully set forth herein,
mutatis mutandis.

IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this
Guarantee Assumption Agreement to be duly executed and delivered as of the day
and year first above written.

[NAME OF ADDITIONAL SUBSIDIARY GUARANTOR]

by ____________________________

Name:

Title:

Accepted and agreed:

JPMORGAN CHASE BANK, N.A., as Administrative Agent

by ____________________________

Name:

Title:

EXHIBIT C

[FORM OF]

U.S. TAX CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S.
Federal Income Tax Purposes)

Reference is hereby made to the 364-Day Credit Agreement dated as of October
7, 2011 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement“), among Best Buy Co., Inc. (the
“Borrower“), a Minnesota corporation, the Subsidiary Guarantors party
thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the
Administrative Agent.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of
which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it
is not a controlled foreign corporation related to the Borrower as described in
Section 881(c)(3)(C) of the Code and (v) the interest payments in question are
not effectively connected with the undersigned’s conduct of a U.S. trade or
business.

The undersigned has furnished the Administrative Agent and the Borrower with
a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing
this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform the Borrower
and the Administrative Agent and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:______________________________________

Name:

Title:

Date: ________ __, 20[ ]

[FORM OF]

U.S. TAX CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal
Income Tax Purposes)

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is
providing this certificate, (ii) its partners/members are the sole beneficial
owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii)
with respect to the extension of credit pursuant to this Credit Agreement,
neither the undersigned nor any of its partners/members is a bank extending
credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv)
none of its partners/members is a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code, (v) none of its
partners/members is a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in
question are not effectively connected with the undersigned’s or its
partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with
IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its
partners/members claiming the portfolio interest exemption. By executing this
certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform the Borrower and
the Administrative Agent and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:______________________________________

Name:

Title:

Date: ________ __, 20[ ]

[FORM OF]

U.S. TAX CERTIFICATE

(For Non-U.S. Participants That Are Not Partnerships For U.S.
Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii)
it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii)
it is not a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code, and (v) the interest payments in question are not effectively connected
with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of
its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender in writing and (2)
the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in
which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:______________________________________

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT D

[Form of Borrowing Request]

BORROWING REQUEST

[Date]

JPMorgan Chase Bank, N.A., as Administrative Agent

for the Lenders party to the Credit Agreement referred to below

Attention: [ ]

Ladies and Gentlemen:

The undersigned, Best Buy Co., Inc., a Minnesota corporation (the
“Borrower“), refers to the 364-Day Credit Agreement dated as of October
7, 2011, among the Borrower, the Subsidiary Guarantors party thereto, the
Lenders party thereto and the Administrative Agent (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement“), and hereby gives you notice, pursuant to Section 2.03 of the
Credit Agreement, that the undersigned hereby requests a Syndicated Borrowing
under the Credit Agreement, and in that connection sets forth below the
information relating to such Borrowing as required by Section 2.03(b) of the
Credit Agreement:

(i) the aggregate principal amount of the Borrowing is ________;

(ii) the date of the Borrowing is [must be a Business Day]________;

(iii) the Type of Loans initially comprising the Borrowing is [ABR Loans]
[Eurocurrency Loans];

(iv) the initial Interest Period for each Loan made as part of the Borrowing
is ______ [days/month[s]]⁷; and

(v) [the Borrowing is to be credited to the Borrower at [ ], ABA #[ ],
Account #[ ], Attention:[ ]].

^{________________________________________________}

⁷ For Eurocurrency Loans only. To be a period permitted under the
definition of “Interest Period” in the Credit Agreement.

Very truly yours,



BEST BUY CO., INC.

by

	Name:
	Title:

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