AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1994
REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549 FORM S-3
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

     BEST BUY CO., INC.                       BEST BUY CAPITAL, L.P.
(Exact name of registrant as               (Exact name of registrant as
  specified in its charter)                  specified in its charter)	

           MINNESOTA                                  DELAWARE
(State or other jurisdiction of            (State or other jurisdiction of
incorporation or organization)             incorporation or organization)
          41-0907483                                 41-1790489
       (I.R.S. Employer                           (I.R.S. Employer
    Identification Number)                     Identification Number)	

RICHARD M. SCHULZE
CHIEF EXECUTIVE OFFICER
 BEST BUY CO., INC.
 7075 FLYING CLOUD DRIVE
EDEN PRAIRIE, MN 55344
 (612) 947-2000
(Name, address, including zip code, and telephone number, including area code, of registrants' principal executive offices and agent for service)
COPIES TO:

      ROBERT T. MONTAGUE                       ROBERT E. BUCKHOLZ, JR.
Robins, Kaplan, Miller & Ciresi                  Sullivan & Cromwell
      2800 LaSalle Plaza                          125 Broad Street
      800 LaSalle Avenue                         New York, NY 10004
     Minneapolis, MN 55402                         (212) 558-4000
        (612) 349-8500	

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE

                                                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
         TITLE OF EACH CLASS OF               AMOUNT TO BE       OFFERING PRICE        AGGREGATE           AMOUNT OF
      SECURITIES TO BE REGISTERED          REGISTERED (1)(2)    PER SECURITY (4)   OFFERING PRICE (4)   REGISTRATION FEE
Best Buy Capital, L.P. Convertible
 Preferred Securities (2); Best Buy Co.,
 Inc. Series A Convertible Preferred
 Stock ($1.00 par value) (1)(5); Best
 Buy Co., Inc. Depositary Shares (1)(5);
 Best Buy Co., Inc. Common Stock ($.10
 par value) (1)(5); Best Buy Co., Inc.
 Convertible Subordinated Debentures
 (3)(5); Best Buy Co., Inc. Guarantee
 with respect to Best Buy Capital, L.P.
 Convertible Preferred Securities (5)...      $230,000,000           $50.00           $230,000,000          $79,311
(1)   There  are being registered hereunder  such presently indeterminate number
      of shares of Common Stock of Best Buy Co., Inc. into which the Convertible
      Preferred Securities or the Convertible  Preferred Stock, as the case  may
      be,  may be converted  or exchanged (through  the Convertible Subordinated
      Debentures of Best Buy Co., Inc.).
(2)   Includes $30,000,000 of Convertible Preferred Securities which may be sold
      pursuant to an over-allotment option granted to the Underwriters.
(3)   The Convertible Subordinated Debentures  will be issued  by Best Buy  Co.,
      Inc.  to evidence the loan by Best Buy Capital, L.P. to Best Buy Co., Inc.
      of the proceeds from (i) the  offer and sale of the Convertible  Preferred
      Securities and (ii) other capital contributions to Best Buy Capital, L.P.
(4)   Estimated  solely  for the  purpose  of calculating  the  registration fee
      pursuant to Rule 457.
(5)   No separate consideration  will be  received for  the Best  Buy Co.,  Inc.
      Guarantee, the Best Buy Co., Inc. Convertible Subordinated Debentures, the
      Best Buy Co., Inc. Series A Convertible Preferred Stock, the Best Buy Co.,
      Inc. Depositary Shares or the Best Buy Co., Inc. Common Stock.	

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1994
4,000,000 PREFERRED SECURITIES
BEST BUY CAPITAL
% CONVERTIBLE MONTHLY INCOME PREFERRED SECURITIES
 ("CONVERTIBLE MIPS"*)

(LIQUIDATION PREFERENCE $50 PER SECURITY)

GUARANTEED TO THE EXTENT SET FORTH HEREIN BY, AND CONVERTIBLE INTO
COMMON STOCK OF,
BEST BUY CO., INC.

[LOGO]
The 4,000,000 % Convertible Monthly Income Preferred Securities (the "Preferred Securities") representing the limited partnership interests offered hereby are being issued by Best Buy Capital, L.P. ("Best Buy Capital"), a Delaware limited partnership. All of the partnership interests in Best Buy Capital, other than the limited partnership interests represented by the Preferred Securities, are owned by Best Buy Co., Inc., a Minnesota corporation ("Best Buy" or the "Company"), which is the general partner in Best Buy Capital (in such capacity, the "General Partner"). Best Buy Capital exists for the sole purpose of issuing its partnership interests and investing the proceeds thereof in debt securities of Best Buy. The limited partnership interests represented by the Preferred Securities will have a preference with respect to cash distributions and amounts payable on liquidation over the General Partner's interest in Best Buy Capital.
Holders of the Preferred Securities will be entitled to receive cumulative cash distributions from Best Buy Capital, at an annual rate of % of the liquidation preference of $50 per Preferred Security, accruing from the date of original issuance and payable monthly in arrears on the last day of each calendar month of each year, commencing , 1994 ("dividends"). See "Description of Securities Offered - Preferred Securities - Dividends."

(CONTINUED ON NEXT PAGE)

SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE PREFERRED SECURITIES, INCLUDING THE PERIOD AND CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS ON THE PREFERRED SECURITIES AND THE SUBORDINATED DEBENTURES MAY BE DEFERRED AND THE RELATED FEDERAL INCOME TAX CONSIDERATIONS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                                            INITIAL PUBLIC      UNDERWRITING           PROCEEDS TO
                                                            OFFERING PRICE      COMMISSION(1)     BEST BUY CAPITAL(2)(3)
                                                            ---------------  -------------------  ----------------------
Per Preferred Security....................................                $          (2)                            $
Total(4)..................................................  $                        (2)          $
- ----------------
(1)  Best Buy Capital  and Best Buy  have agreed to  indemnify the  Underwriters
     against certain liabilities, including liabilities under the Securities Act
     of 1933, as amended. See "Underwriting."
(2)  In  view  of  the fact  that  the proceeds  of  the sale  of  the Preferred
     Securities will  ultimately  be  used  by  Best  Buy  Capital  to  purchase
     convertible subordinated debentures of Best Buy, the Underwriting Agreement
     provides  that  Best  Buy will  pay  to the  Underwriters,  as compensation
     ("Underwriters' Compensation"), $     per Preferred Security (or $       in
     the aggregate). See "Underwriting."
(3)  Expenses of the offering which are payable by Best Buy are estimated to  be
     $550,000.
(4)  Best  Buy Capital and Best Buy have  granted the Underwriters an option for
     30 days to purchase up to an additional 600,000 Preferred Securities at the
     initial public  offering  price  per Preferred  Security  solely  to  cover
     over-allotments.  Best Buy will  pay to the  Underwriters, as Underwriters'
     Compensation, $        per Preferred  Security purchased  pursuant to  this
     option.  If  such option  is exercised  in full,  the total  initial public
     offering price, underwriting  commission and proceeds  to Best Buy  Capital
     will  be $            , $       and $           , respectively. See "Under-
     writing."	

The Preferred Securities offered hereby are offered severally by the Underwriters, as specified herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. It is expected that delivery of the Preferred Securities will be made only in book-entry form through the facilities of The Depository Trust Company on or about , 1994.

GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
WILLIAM BLAIR & COMPANY
The date of this Prospectus is , 1994.

(CONTINUED FROM PREVIOUS PAGE)
In the event of the liquidation of Best Buy Capital, holders of Preferred Securities will be entitled to receive for each Preferred Security a liquidation preference of $50 plus accumulated and unpaid dividends to the date of payment, subject to certain limitations. See "Description of Securities Offered - Preferred Securities - Liquidation Rights."
Each Preferred Security is convertible in the manner described herein at the option of the holder, at any time prior to the Conversion Expiration Date (as hereinafter defined), into shares of Best Buy Common Stock, par value $.10 per share ("Best Buy Common Stock"), at the rate of shares of Best Buy Common Stock for each Preferred Security (equivalent to a conversion price of $ per share of Best Buy Common Stock), subject to adjustment in certain circumstances. See "Description of Securities Offered - Preferred Securities - Conversion Rights." The last reported sale price of Best Buy Common Stock, which is listed under the symbol "BBY" on the New York Stock Exchange ("NYSE"), on September 29, 1994 was $38 5/8 per share. See "Market Prices of Best Buy Common Stock." On and after , 1997, Best Buy Capital may, at its option, cause the conversion rights of holders of the Preferred Securities to expire. Best Buy Capital may exercise this option only if for 20 trading days within any period of 30 consecutive trading days, including the last trading day of such period, the last sale price of Best Buy Common Stock as reported on the NYSE Composite Transaction Tape exceeds 120% of the conversion price of the Preferred Securities, subject to adjustment in certain circumstances. In order to exercise its conversion expiration option, Best Buy Capital must issue a press release announcing the date upon which conversion rights will expire (the "Conversion Expiration Date") prior to the opening of business on the second trading day after a period in which the condition in the preceding sentence has been met. The Conversion Expiration Date shall be a date not less than 30 and not more than 60 days following the date of the press release described above. See "Description of Securities Offered - Preferred Securities - Conversion Rights."
The Preferred Securities are also subject to exchange in the manner described herein, in whole but not in part, into depositary shares (the "Depositary Shares"), each representing ownership of 1/100th of a share of Series A Cumulative Convertible Preferred Stock, par value $1.00 per share, of Best Buy ("Best Buy Series A Preferred Stock"), deposited with the Depositary (as defined herein) upon a vote of the holders of a majority of the aggregate liquidation preference of all outstanding Preferred Securities following the failure of holders of Preferred Securities to receive dividends in full for 15 consecutive months. Each Depositary Share will entitle the holder thereof to all proportional rights and preferences of the Best Buy Series A Preferred Stock (including dividend, voting, conversion and liquidation rights and preferences). The Best Buy Series A Preferred Stock will have dividend and conversion features substantially similar to those of the Preferred Securities (adjusted proportionately per Depositary Share) but will not be subject to mandatory redemption. See "Description of Securities Offered - Preferred Securities - Optional Exchange for Depositary Shares," "- Description of Best Buy Series A Preferred Stock" and "- Description of Depositary Shares."
In the event that, at any time after the Conversion Expiration Date, less than 5% of the Preferred Securities remain outstanding, such Preferred Securities shall be redeemable at the option of Best Buy Capital, in whole but not in part, at a redemption price equal to the liquidation preference for such Preferred Securities plus accumulated and unpaid dividends (whether or not earned or declared). The Preferred Securities are also subject to mandatory redemption by Best Buy Capital on the 30th anniversary of the date of original issuance. See "Description of Securities Offered - Preferred Securities - Redemption."
Best Buy will irrevocably and unconditionally guarantee, on a subordinated basis and to the extent set forth herein, the payment of dividends by Best Buy Capital on the Preferred Securities (but only if and to the extent declared from funds of Best Buy Capital legally available therefor), the redemption price (including all accumulated and unpaid dividends) payable with respect to the Preferred Securities and payments on liquidation with respect to the Preferred Securities (but only to the extent of the assets of Best Buy Capital available for distribution to holders of the Preferred Securities) (the "Guarantee"). The Guarantee will be unsecured and will be subordinate to all Senior Indebtedness (as described herein) of

* An application has been filed by Goldman, Sachs & Co. with the United States Patent and Trademark Office for the registration of the MIPS servicemark.

2

Best Buy and will rank PARI PASSU with the most senior preferred or preference stock now or hereafter issued by Best Buy. The proceeds from the offering of the Preferred Securities will be invested by Best Buy Capital in convertible subordinated debentures of Best Buy (the "Subordinated Debentures") having the terms described herein. Interest payment periods on the Subordinated Debentures are monthly but may be extended by Best Buy for up to 60 months, in which event Best Buy Capital would be unable to make monthly dividend payments on the Preferred Securities. If Best Buy does not make interest payments on the Subordinated Debentures, Best Buy Capital would not have sufficient funds to pay distributions on the Preferred Securities. The Guarantee is a full and unconditional guarantee from the time of its issuance, but does not apply to any payment of distributions unless and until such distributions are declared. The failure of holders of the Preferred Securities to receive dividends in full for 15 consecutive months would trigger the right of such holders to obtain Depositary Shares representing Best Buy Series A Preferred Stock in the manner described herein. See "Description of Securities Offered - Preferred Securities
- - Dividends," "- Description of the Guarantee" and "- Description of the Subordinated Debentures."
The Subordinated Debentures and the Guarantee are subordinated in right of payment to all Senior Indebtedness (as defined under "Description of Securities Offered - Description of the Subordinated Debentures - Subordination") of Best Buy. As of August 27, 1994, Best Buy had approximately $392 million of indebtedness constituting Senior Indebtedness.
Application will be made to list the Preferred Securities on the NYSE under the symbol "BBY pfM."
The Preferred Securities will be represented by a global certificate or certificates registered in the name of The Depository Trust Company ("DTC") or its nominee. Beneficial interests in the Preferred Securities will be shown on, and transfers thereof will be effected only through, records maintained by the participants in DTC. Except as described herein, Preferred Securities in certificated form will not be issued in exchange for the global certificates. See "Description of Securities Offered-Preferred Securities - Book-Entry-Only Issuance - The Depository Trust Company."
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE PREFERRED SECURITIES OFFERED HEREBY AND BEST BUY COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
3

AVAILABLE INFORMATION
Best Buy is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by Best Buy may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located at 7 World Trade Center, 7th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials may be obtained upon written request from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, such material may also be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
Best Buy and Best Buy Capital have filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933, as amended. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement.
No separate financial statements of Best Buy Capital have been included herein. Best Buy and Best Buy Capital do not consider that such financial statements would be material to holders of Preferred Securities because Best Buy Capital is a newly organized special purpose entity, has no operating history and no independent operations and is not engaged in, and does not propose to engage in, any activity other than as described under "Best Buy Capital." Further, Best Buy believes that financial statements of Best Buy Capital are not material to the holders of the Preferred Securities since the Preferred Securities have been structured to provide a guarantee by Best Buy of the Preferred Securities such that the holders of the Preferred Securities with respect to the payment of dividends and amounts upon liquidation, dissolution and winding-up are at least in the same position vis-a-vis the assets of Best Buy as a preferred stockholder of Best Buy. See "Best Buy Capital" and "Description of Securities Offered - Preferred Securities," "- Description of the Guarantee" and "- Description of the Subordinated Debentures." Best Buy beneficially owns directly or indirectly all of Best Buy Capital's partnership interests (other than the Preferred Securities).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-9595) pursuant to the Exchange Act are incorporated herein by reference:
1. Best Buy's Annual Report on Form 10-K for the fiscal year ended February 26, 1994, filed pursuant to Section 13(a) of the Exchange Act.
2. Best Buy's Quarterly Reports on Form 10-Q for the quarters ended May 28, 1994, and August 27, 1994.
3. All other reports filed by Best Buy pursuant to Section 13(a) or 15(d) of the Exchange Act since February 26, 1994, consisting of its Current Reports on Form 8-K, dated April 4, 1994, and August 16, 1994.
4. All other documents filed by Best Buy pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the Offering.
5. The description of Best Buy's Common Stock contained in its Registration Statement on Form 8-A filed with the Commission pursuant to
Section 12 of the Exchange Act.
Best Buy will provide without charge to each person, including any beneficial owner of Preferred Securities, to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference, other than exhibits to such information (unless such exhibits are specifically incorporated by reference in such documents). Requests should be directed to Best Buy Co., Inc., 7075 Flying Cloud Drive, Eden Prairie, Minnesota 55344, Attn: Corporate Communications, telephone (612) 947-2000.
4

PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN CONNECTION WITH, THE MORE DETAILED INFORMATION AND THE COMPANY'S FINANCIAL STATEMENTS INCLUDING THE NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. EXCEPT AS OTHERWISE INDICATED HEREIN, THE INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION. SEE "UNDERWRITING."
THE COMPANY
Best Buy is one of the nation's fastest growing specialty retailers. The Company offers a wide selection of name brand consumer electronics, home office equipment, entertainment software and appliances. In 1989, the Company dramatically changed its method of retailing by introducing its "Concept II" store format, a self-service, non-commissioned, discount style sales environment designed to give the customer more control over the purchasing process. Consumer electronics retailing had traditionally relied on a showroom format presenting display models on the sales floor and storing the boxed merchandise in a back room, thus enabling a salesperson to direct the customer to products yielding the greatest commission. The Company found that an increasing number of customers had become knowledgeable enough to select products without the assistance of a commissioned salesperson and preferred to make purchases in a more convenient and customer friendly manner. With its innovative retail format, the Company has achieved significant success, as evidenced by comparable store sales increases in excess of industry averages, moving it into a leading position nationally in all of its principal product categories. Since the beginning of fiscal 1993, the Company has added 103 stores and four distribution centers, and now operates 176 stores, principally in the central United States. In fiscal 1994, the Company expanded the geographic area it serves by entering the Atlanta, Detroit and Phoenix markets. In the current fiscal year, the Company is continuing its expansion to the coasts by entering Los Angeles, Baltimore/Washington, D.C. and other new markets in Florida, Kentucky, Nevada, North Carolina, Ohio and South Carolina. The Company anticipates operating 204 stores by the end of the current fiscal year and opening approximately 50 additional stores in fiscal 1996.
During the past year, the Company has been developing a strategy to further enhance its store format. The strategy, known as "Concept III," features a larger, redesigned store format created to produce a more informative and exciting shopping experience for the customer. Through focus group interviews and other research, the Company determined that customers wanted more product information and a larger product selection. In order to meet these evolving consumer preferences, the Company has developed interactive Answer Centers featuring touch screen monitors from which customers and sales personnel can immediately access product information. These Answer Centers, to be stationed throughout the store, will utilize proprietary technology providing audio and video presentations designed, by the Company, to enable users to compare products and better understand the features and benefits of product options. The enhanced store format will also feature more hands-on demonstrations allowing customers to, among other things, experience audio and video products such as "surround sound" systems and sample featured compact discs at approximately 100 private listening stations. Finally, these larger stores, generally 45,000 square feet with some as large as 58,000 square feet, will accommodate a larger product selection intended to be as good as or better than the largest selection offered by most of Best Buy's competitors in each of its principal product categories. By the end of this fiscal year, approximately 10% of the Company's stores will incorporate all of the Concept III enhancements, with most of the remaining stores anticipated to be converted over the next three to four years.
By reacting quickly to changing consumer preferences, Best Buy has captured a leading, and in some cases dominant, share in the markets it serves. The success of the Company's retail format and the increase in the number of stores operated has resulted in revenue growth of 223% and an increase in earnings of 334% over the last two fiscal years. In fiscal 1994, the Company's revenues increased 86% to $3.0 billion, while comparable store sales increased 27%. Fiscal 1994 earnings increased 110% to $41.7 million, before an accounting change for income taxes. The Company expects that the implementation of its Concept III strategy will enable it to maintain its market leadership position as well as increase its market share.
SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE PREFERRED SECURITIES, INCLUDING THE PERIOD AND CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS ON THE PREFERRED SECURITIES AND THE SUBORDINATED DEBENTURES MAY BE DEFERRED AND THE RELATED FEDERAL INCOME TAX CONSIDERATIONS.
5

THE OFFERING

Securities Offered................  4,000,000  of  Best  Buy Capital's         % Convertible
                                    Monthly   Income   Preferred   Securities,   liquidation
                                    preference  of $50 per  security. Additionally, Best Buy
                                    Capital and Best  Buy have granted  the Underwriters  an
                                    option  for  30 days  to  purchase up  to  an additional
                                    600,000  Preferred  Securities  at  the  initial  public
                                    offering price solely to cover over-allotments, if any.
Dividends.........................  Dividends on the Preferred Securities will be cumulative
                                    from  the  date of  original  issuance of  the Preferred
                                    Securities and will  be payable  at the  annual rate  of
                                        % of the liquidation preference of $50 per Preferred
                                    Security.  Dividends will be paid  monthly in arrears on
                                    the  last  day  of   each  calendar  month,   commencing
                                                ,  1994. The  proceeds from  the offering of
                                    the  Preferred  Securities  will  be  invested  in   the
                                    Subordinated Debentures. Interest payment periods on the
                                    Subordinated  Debentures are monthly but may be extended
                                    from time to time  by Best Buy for  up to 60 months,  in
                                    which  event Best  Buy Capital  would be  unable to make
                                    monthly dividend  payments on  the Preferred  Securities
                                    during  the period  of any  such extension.  During such
                                    period, interest  on  the  Subordinated  Debentures  and
                                    dividends  on  the  Preferred  Securities  will compound
                                    monthly.  The  failure  of  holders  of  the   Preferred
                                    Securities   to  receive   dividends  in   full  for  15
                                    consecutive months  would  trigger  the  right  of  such
                                    holders  to  obtain depositary  shares  (the "Depositary
                                    Shares"), each representing 1/100th  of a share of  Best
                                    Buy Series A Cumulative Convertible Preferred Stock, par
                                    value  $1.00  per share  ("Best  Buy Series  A Preferred
                                    Stock"), as described below under "Optional Exchange for
                                    Depositary Shares."  See  "Investment  Considerations  -
                                    Option  to  Extend Payment  Periods; Federal  Income Tax
                                    Consequences,"  "Description  of  Securities  Offered  -
                                    Description  of the Subordinated  Debentures - Option to
                                    Extend Interest  Payment  Period"  and  "Description  of
                                    Securities  Offered  - Preferred  Securities  - Optional
                                    Exchange for Depositary Shares."
Liquidation Preference............  $50 per Preferred Security, plus an amount equal to  any
                                    accumulated  and unpaid dividends (whether or not earned
                                    or declared).
Conversion into Best Buy
 Common Stock.....................  Each Preferred  Security is  convertible in  the  manner
                                    described below at the option of the holder, at any time
                                    prior  to  the  Conversion Expiration  Date  (as defined
                                    below), into shares of Best Buy Common Stock, par  value
                                    $.10  per share  (the "Best  Buy Common  Stock"), at the
                                    rate of        shares of Best Buy Common Stock for  each
                                    Preferred  Security (equivalent to a conversion price of
                                    $       per share of Best Buy Common Stock), subject  to
                                    adjustment  in  certain  circumstances.  A  holder  of a
                                    Preferred Security  wishing to  exercise its  conversion
                                    right  shall surrender such Preferred Security, together
                                    with an irrevocable conversion  notice, to a  conversion
                                    agent  acting  on  behalf of  the  holders  of Preferred
                                    Securities  (the   "Conversion  Agent"),   which   shall
                                    exchange  the Preferred  Security for  a portion  of the
                                    Subordinated Debentures held by	

6

                                    Best  Buy   Capital   and   immediately   convert   such
                                    Subordinated  Debentures into Best  Buy Common Stock. On
                                    and after             , 1997, and provided that Best Buy
                                    Capital is current  in the payment  of dividends on  the
                                    Preferred  Securities,  Best  Buy  Capital  may,  at its
                                    option, cause the  conversion rights of  holders of  the
                                    Preferred  Securities  to expire.  Best Buy  Capital may
                                    exercise this option only if for 20 trading days  within
                                    any period of 30 consecutive trading days, including the
                                    last  trading day of such period, the last sale price of
                                    Best Buy Common Stock, as reported on the NYSE Composite
                                    Transaction Tape, exceeds 120%  of the conversion  price
                                    of  the Preferred  Securities, subject  to adjustment in
                                    certain  circumstances.   In  order   to  exercise   its
                                    conversion  expiration  option,  Best  Buy  Capital must
                                    issue a  press release  announcing the  date upon  which
                                    conversion   rights   will   expire   (the   "Conversion
                                    Expiration Date") prior  to the opening  of business  on
                                    the  second  trading day  after  a period  in  which the
                                    condition in the  preceding sentence has  been met.  The
                                    Conversion Expiration Date shall be a date not less than
                                    30  and not more than 60 days following the date of such
                                    press release or, if Best Buy Capital has not  exercised
                                    its  conversion  expiration option,  the earlier  of the
                                    date of  an Exchange  Election referred  to below  under
                                    "Optional   Exchange  for  Depositary   Shares"  or  two
                                    business days  prior  to  the  scheduled  date  for  the
                                    mandatory  redemption of  the Preferred  Securities. See
                                    "Description   of   Securities   Offered   -   Preferred
                                    Securities - Conversion Rights."
Redemption........................  If at any time following the Conversion Expiration Date,
                                    less   than  5%  of   the  Preferred  Securities  remain
                                    outstanding,  such   Preferred   Securities   shall   be
                                    redeemable at the option of Best Buy Capital, as a whole
                                    but  not  in  part, at  a  redemption price  of  $50 per
                                    Preferred Security together with accumulated and  unpaid
                                    dividends  (whether  or  not  earned  or  declared) (the
                                    "Redemption Price"). The  Preferred Securities are  also
                                    subject  to mandatory redemption by  Best Buy Capital on
                                    the 30th anniversary of the date of original issuance at
                                    the Redemption Price.
Optional Exchange for
 Depositary Shares................  Upon the failure of holders of the Preferred  Securities
                                    to  receive, for 15 consecutive  months, the full amount
                                    of dividend payments, the holders  of a majority of  the
                                    aggregate liquidation preference of Preferred Securities
                                    then  outstanding,  voting  as  a  class  at  a  special
                                    partnership  meeting  called  for  such  purpose  or  by
                                    written  consent,  may,  at  their  option,  direct  the
                                    Conversion Agent to exchange all (but not less than all)
                                    Preferred Securities for all (but not less than all)  of
                                    the  Subordinated Debentures  held by  Best Buy Capital,
                                    and to immediately exchange the Subordinated  Debentures
                                    on  behalf of  such holders for  Depositary Shares, each
                                    representing a 1/100th interest in  a share of Best  Buy
                                    Series  A  Preferred  Stock at  the  Exchange  Price (as
                                    defined  under  "Description  of  Securities  Offered  -
                                    Preferred  Securities  -  Dividends").  Each  Depositary
                                    Share  will   entitle   the  holder   thereof   to   all	

7

                                    proportional  rights  and  preferences of  the  Best Buy
                                    Series A  Preferred Stock  (including dividend,  voting,
                                    conversion  and liquidation rights and preferences). The
                                    Best Buy Series  A Preferred Stock  will have  dividend,
                                    conversion  and other terms substantially similar to the
                                    terms   of    the   Preferred    Securities    (adjusted
                                    proportionately  per  Depositary  Share),  except  that,
                                    among other things,  the holders  of Best  Buy Series  A
                                    Preferred  Stock  will  have  the  right  to  elect  two
                                    additional directors of Best  Buy whenever dividends  on
                                    the Best Buy Series A Preferred Stock are in arrears for
                                    18 months (including for this purpose any arrearage with
                                    respect  to the  Preferred Securities) and  the Best Buy
                                    Series  A  Preferred  Stock  will  not  be  subject   to
                                    mandatory redemption.
Guarantee.........................  Pursuant  to  a Guarantee  Agreement  (the "Guarantee"),
                                    Best Buy will irrevocably and unconditionally agree,  on
                                    a  subordinated basis, to pay  in full (a) the dividends
                                    (including any Additional Dividends thereon, as  defined
                                    under  "Description  of Securities  Offered  - Preferred
                                    Securities - Additional Dividends") by Best Buy  Capital
                                    on  the  Preferred  Securities,  if  and  to  the extent
                                    declared  from  funds  of   Best  Buy  Capital   legally
                                    available  therefor, (b) the redemption price (including
                                    all accumulated and unpaid  dividends) of the  Preferred
                                    Securities,  to the extent of  funds of Best Buy Capital
                                    legally  available   therefor,  and   (c)  payments   on
                                    liquidation with respect to the Preferred Securities, to
                                    the  extent of the assets  of Best Buy Capital available
                                    for distribution to holders of the Preferred Securities.
                                    The Guarantee will be unsecured and will be subordinated
                                    to all Senior Indebtedness  (as defined herein) of  Best
                                    Buy  and  will  rank  PARI PASSU  with  the  most senior
                                    preferred shares hereafter issued  by Best Buy and  PARI
                                    PASSU  with any guarantee now  or hereafter entered into
                                    by Best Buy  in respect of  any preferred or  preference
                                    stock  of  any  affiliate  of  Best  Buy.  A  holder  of
                                    Preferred Securities may enforce Best Buy's  obligations
                                    under  the Guarantee directly against Best Buy, and Best
                                    Buy waives any right or remedy to require that an action
                                    be brought against Best Buy Capital or any other  person
                                    before  proceeding  against  Best  Buy.  See "Investment
                                    Considerations - Subordinate Obligations Under Guarantee
                                    and Subordinated Debentures; Dependence on Best Buy" and
                                    "Description of Securities Offered - Description of  the
                                    Guarantee."
Voting Rights.....................  Generally,  holders of the Preferred Securities will not
                                    have any  voting  rights.  However,  upon  an  Event  of
                                    Default  under the Subordinated Debentures (as described
                                    under "Description of  Securities Offered -  Description
                                    of  the Subordinated Debentures - Events of Default"), a
                                    failure by Best Buy Capital to pay dividends in full  on
                                    the  Preferred  Securities  for  15  consecutive  months
                                    (other than as  a result of  a deferral by  Best Buy  of
                                    interest  payments  on  the  Subordinated  Debentures as
                                    described under  "Subordinated Debentures"  below) or  a
                                    default  by Best Buy under the Guarantee, the holders of
                                    the Preferred Securities will be entitled to appoint and
                                    authorize a Special General Partner to enforce Best  Buy
                                    Capital's rights	

8

                                    under  the Subordinated  Debentures, enforce  Best Buy's
                                    obligations under  the  Guarantee and  declare  and  pay
                                    dividends  on  the  Preferred Securities  to  the extent
                                    funds are legally available therefor. In addition,  upon
                                    the  failure  of  holders  of  Preferred  Securities  to
                                    receive, for 15 consecutive  months, the full amount  of
                                    dividend  payments as a result of a deferral by Best Buy
                                    of interest  payments  on the  Subordinated  Debentures,
                                    holders  of the Preferred Securities will be entitled to
                                    call a special  partnership meeting for  the purpose  of
                                    deciding  whether to  exchange all  Preferred Securities
                                    then outstanding  for  Depositary Shares,  as  described
                                    above  under "Optional Exchange  for Depositary Shares."
                                    See  "Description  of  Securities  Offered  -  Preferred
                                    Securities - Dividends."
Use of Proceeds...................  The proceeds to be received by Best Buy Capital from the
                                    sale of the Preferred Securities will be invested in the
                                    Subordinated Debentures of Best Buy, which, after paying
                                    the  expenses  associated with  this Offering,  will use
                                    such funds  to  support  its  expansion  plans  and  for
                                    working  capital and  other general  corporate purposes.
                                    See "Use of Proceeds."
Subordinated Debentures...........  The Subordinated Debentures will  have a maturity of  30
                                    years  and will bear interest  at the rate of      % per
                                    annum, payable  monthly in  arrears.  Best Buy  has  the
                                    right  to select  an interest payment  period or periods
                                    longer than one  month (during which  period or  periods
                                    interest  will  compound  monthly),  provided  that  any
                                    extended interest  payment  period does  not  exceed  60
                                    months  and provided  further that  an extended interest
                                    payment period may not extend the stated maturity of the
                                    Subordinated Debentures. If Best Buy selects an interest
                                    payment  period  longer  than  one  month,  it  will  be
                                    prohibited  from paying dividends on  any of its capital
                                    stock and making certain other restricted payments until
                                    monthly  interest   payments   are   resumed   and   all
                                    accumulated  and unpaid interest (including any interest
                                    payable  to   effect   monthly   compounding)   on   the
                                    Subordinated  Debentures  is brought  current.  Best Buy
                                    will have the  right to  make partial  payments of  such
                                    interest  during the  extended interest  payment period.
                                    The Subordinated Debentures are convertible into  shares
                                    of  Best Buy Common  Stock at the  option of the holders
                                    thereof   and   exchangeable   for   Depositary   Shares
                                    representing  Best  Buy  Series  A  Preferred  Stock  as
                                    described above under "Optional Exchange for  Depositary
                                    Shares."  The payment  of the principal  and interest on
                                    the Subordinated  Debentures  will  be  subordinated  in
                                    right  of payment to all Senior Indebtedness (as defined
                                    under "Description of  Securities Offered -  Description
                                    of the Subordinated Debentures - Subordination") of Best
                                    Buy. As of August 27, 1994, Best Buy had $392 million of
                                    indebtedness   constituting  Senior   Indebtedness.  See
                                    "Investment  Considerations  -  Subordinate  Obligations
                                    Under  Guarantee and Subordinated Debentures; Dependence
                                    on Best Buy."	

9

SUMMARY FINANCIAL AND OPERATING DATA
 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                   FISCAL PERIODS ENDED(1)                            SIX MONTHS ENDED
                               ----------------------------------------------------------------  --------------------------
                                MARCH 3,    MARCH 2,   FEBRUARY 29,  FEBRUARY 27,  FEBRUARY 26,   AUGUST 28,    AUGUST 27,
                                  1990      1991(2)        1992          1993        1994(3)         1993          1994
                               ----------  ----------  ------------  ------------  ------------  ------------  ------------
STATEMENT OF EARNINGS DATA:
  Revenues...................  $ 512,850   $ 664,823    $ 929,692     $1,619,978    $3,006,534   $ 1,004,899   $ 1,782,575
  Gross profit...............    120,341     141,657      181,062        284,034       456,925       168,674       251,136
  Operating income...........     13,147      10,976       18,776         35,908        77,178        16,764        29,345
  Earnings before cumulative
   effect of accounting
   change....................      5,683       4,540        9,601         19,855        41,710         9,110        11,841
  Net earnings (loss)........      5,683      (9,457)       9,601         19,855        41,285         8,685        11,841
  Per share amounts:
    Earnings before
     cumulative effect of
     accounting change.......        .23         .18          .33            .57          1.01           .23           .27
    Net earnings (loss)......        .23        (.38)         .33            .57          1.00           .22           .27
OPERATING DATA:
  Comparable store sales
   increase (4)..............        0.3%        1.0%        14.0%          19.4%         26.9%         21.4%         26.4%
  Number of stores (end of
   period)...................         49          56           73            111           151           124           168
  Average revenues per store
   (5).......................  $  11,500   $  12,400    $  14,300     $   17,600    $   22,600   $    19,200   $    25,200
  Gross profit percentage....       23.5%       21.3%        19.5%          17.5%         15.2%         16.8%         14.1%
  Selling, general and
   administrative expenses
   percentage................       20.9%       19.7%        17.5%          15.3%         12.6%         15.1%         12.4%
  Operating income
   percentage................        2.6%        1.6%         2.0%           2.2%          2.6%          1.7%          1.6%
  Inventory turns (6)........        3.7x        4.5x         5.1x           4.8x          5.0x          5.0x          4.7x
  Ratio of earnings to
   combined fixed charges and
   preferred dividends (7)...       2.27x       1.79x        2.46x          3.35x         3.87x         2.84x         1.89x	

                                                                                            AUGUST 27, 1994
                                                                                      ---------------------------
                                                                                        ACTUAL    AS ADJUSTED(8)
                                                                                      ----------  ---------------
BALANCE SHEET DATA:
  Working capital...................................................................  $  318,487    $   518,487
  Property and equipment, net.......................................................     235,126        235,126
  Total assets......................................................................   1,270,905      1,375,905
  Long-term debt, including current portion.........................................     220,157        220,157
  Total liabilities.................................................................     943,259        848,259
  Convertible preferred securities of subsidiary....................................      --            200,000
  Shareholders' equity..............................................................     327,646        327,646
- ------------------
(1)  The fiscal period ended March 3,  1990 had approximately 11 months  because
     the  Company changed its fiscal  year to a 52/53  week period ending on the
     Saturday closest to the last day in February of each year.
(2)  During fiscal  1991,  the Company  changed  its method  of  accounting  for
     extended  service  plans, resulting  in a  cumulative effect  adjustment of
     ($14.0 million), or ($.56)  per share. Profit recognized  from the sale  of
     extended service plans under this accounting method was $10.8 million (on a
     pro  forma basis),  $12.3 million, $11.8  million, $12.0  million and $12.5
     million in  fiscal years  1990  through 1994,  respectively, and  was  $6.1
     million  and $7.4  million for  the six  months ended  August 28,  1993 and
     August 27,  1994, respectively.  This profit  is before  any allocation  of
     selling,  general and  administrative expenses,  except for  direct selling
     expenses, primarily commissions.
(3)  During fiscal  1994,  the Company  changed  its method  of  accounting  for
     incomes taxes resulting in a cumulative effect adjustment of ($425,000), or
     ($.01)  per share. See  "Management's Discussion and  Analysis of Financial
     Condition  and  Results  of  Operations"  and  Note  7  to  the   Financial
     Statements.
(4)  Comparable stores are stores open at least 14 full months.
(5)  Average  revenues per store are based  upon total revenues for the trailing
     12-month period  divided by  the  weighted average  number of  stores  open
     during such 12-month period.
(6)  Inventory  turns are  calculated based upon  a rolling  12-month average of
     inventory balances.
(7)  For purposes of determining the ratio of earnings to combined fixed charges
     and preferred dividends, earnings are defined as income before income taxes
     plus fixed charges other than  capitalized interest. Fixed charges  consist
     of  interest costs  (including the  amortization of  deferred debt issuance
     costs and  capitalized interest),  the portion  of rental  expense that  is
     representative of an interest factor and preferred dividends.
(8)  Adjusted  to give effect  to the sale of  4,000,000 Preferred Securities in
     connection with  this offering,  before  deducting the  estimated  offering
     expenses and Underwriters' Compensation.	

10

INVESTMENT CONSIDERATIONS
PROSPECTIVE PURCHASERS OF PREFERRED SECURITIES SHOULD CAREFULLY REVIEW THE INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS AND SHOULD PARTICULARLY CONSIDER THE FOLLOWING MATTERS:
SUBORDINATE OBLIGATIONS UNDER GUARANTEE AND SUBORDINATED DEBENTURES; DEPENDENCE ON BEST BUY
Best Buy's obligations under the Guarantee and the Subordinated Debentures are subordinate and junior in right of payment to all Senior Indebtedness of Best Buy. There are no terms in the Preferred Securities, the Subordinated Debentures or the Guarantee that limit Best Buy's ability to incur additional indebtedness, including indebtedness that ranks senior to the Subordinated Debentures and the Guarantee, or the ability of its subsidiaries to incur additional indebtedness. The Guarantee guarantees payment to the holders of the Preferred Securities of accumulated and unpaid monthly dividends, amounts payable on redemption, and amounts payable on liquidation of Best Buy Capital. In each case, however, such amount is guaranteed only to the extent that Best Buy Capital has funds on hand legally available therefor and payment thereof does not otherwise violate applicable law. If Best Buy were to default on its obligation to pay interest or amounts payable on redemption or maturity of the Subordinated Debentures, Best Buy Capital would lack legally available funds for the payment of dividends or amounts payable on redemption of the Preferred Securities, and in such event holders of the Preferred Securities would not be able to rely upon the Guarantee for payment of such amounts. See "Description of Securities Offered - Description of the Guarantee" and "Description of Securities Offered - Description of the Subordinated Debentures - Subordination."
Best Buy Capital's ability to pay amounts due on the Preferred Securities is solely dependent upon Best Buy's ability to make payments on the Subordinated Debentures as and when required. Since Best Buy is also the Guarantor of the Preferred Securities, in the event that Best Buy Capital is unable to make payments on the Preferred Securities as and when required, there is a substantial likelihood that Best Buy will be unable to make payments on the Guarantee as and when required.
OPTION TO EXTEND PAYMENT PERIODS; FEDERAL INCOME TAX CONSIDERATIONS
Best Buy has the right to extend interest payment periods on the Subordinated Debentures for up to 60 months, and, as a consequence, monthly dividends on the Preferred Securities would be deferred (but will continue to compound monthly) by Best Buy Capital during any such extended interest payment period. In the event that Best Buy exercises this right, neither Best Buy nor any majority-owned subsidiary of Best Buy shall declare or pay any dividend on, or redeem, purchase, otherwise acquire or make a liquidation payment with respect to, any of its common or preferred stock or make any guarantee payment with respect to the foregoing (other than payments under the Guarantee or dividend or guarantee payments to Best Buy from a majority-owned subsidiary), during any such extended period and until all dividend arrearages have been paid in full. No extended interest payment period may extend the stated maturity of the Subordinated Debentures. See "Description of Securities Offered - Description of the Subordinated Debentures - Option to Extend Interest Payment Period." Should an extended interest payment period occur, Best Buy Capital, except in very limited circumstances, will continue to accrue income for United States federal income tax purposes which will be allocated, but not distributed, to holders of record of Preferred Securities. As a result, such holders will include such interest in gross income for United States federal income tax purposes in advance of the receipt of cash and will not receive the cash related to such income if such a holder disposes of its Preferred Securities prior to the record date for payment of dividends. See "Certain Federal Income Tax Considerations - Original Issue Discount."
In the event such a deferral continues for more than 15 months, the holders of a majority of the aggregate liquidation preference of the Preferred Securities then outstanding may cause the exchange of all of the Preferred Securities for Depositary Shares representing interests in Best Buy Series A Preferred Stock at the Exchange Price.
11

For a discussion of the taxation of such an exchange to holders, including the possibility that holders who exchange their Preferred Securities for Depositary Shares may be subject to additional income tax to the extent accrued but unpaid interest on the Subordinated Debentures is converted into accumulated and unpaid dividends on the Best Buy Series A Preferred Stock represented by Depositary Shares received in exchange for the Preferred Securities, see "Certain Federal Income Tax Considerations - Exchange of Preferred Securities for Best Buy Stock."
EXPIRATION OF CONVERSION RIGHTS
On and after , 1997, Best Buy Capital may, subject to certain conditions, at its option, cause the conversion rights of holders of Preferred Securities to expire. See "Description of Securities Offered - Preferred Securities - Expiration of Conversion Rights."
POTENTIAL COVENANT RESTRICTIONS
Certain covenants under one or more outstanding debt instruments of Best Buy may restrict the amount of dividends that may be declared by Best Buy Capital on the Preferred Securities and, if issued, by Best Buy on the Depositary Shares representing the Best Buy Series A Preferred Stock. Monthly dividends declared by Best Buy Capital will, until paid, constitute debt of Best Buy, the incurrence of which is subject to a limitation on consolidated debt of Best Buy under one of its indentures. In the event of an exchange of the Preferred Securities for Depositary shares representing the Best Buy Series A Preferred Stock, the payment of dividends by Best Buy on the Best Buy Series A Preferred Stock will be subject to a separate limitation on restricted payments by the Company and its subsidiaries. For a discussion of these limitations, see "Description of Securities Offered - Preferred Securities - Dividends" and "Description of Securities Offered - Description of Best Buy Series A Preferred Stock."
COMPETITION
Retailing in each of the principal product categories offered by Best Buy is highly competitive. Best Buy competes in most of its markets against Sears and Montgomery Ward and in an increasing number of markets against Circuit City and Incredible Universe (owned by Tandy Corp.). It also competes against computer superstores such as Computer City (owned by Tandy Corp.) and CompUSA and entertainment software superstores operated by Musicland, Tower Records and Blockbuster Entertainment. Certain of these competitors have significantly greater financial resources than Best Buy. The Company also competes against independent dealers, discount stores, wholesale clubs, office products superstores and mass merchandisers. The Company anticipates increased competition with national competitors in several of the Company's new and current markets. See "Business - Competition."
QUARTERLY FLUCTUATIONS AND SEASONALITY
Similar to most retailers, Best Buy's business is seasonal, with revenues and earnings being generally lower during the first half of each fiscal year and greater during the second half of the fiscal year, which includes the year-end holiday season. In addition, Best Buy's working capital needs are seasonal, with the Company's greatest working capital requirements occurring during the second half of each fiscal year. Accordingly, the Company's operating results may be affected by holiday spending patterns, as well as the timing of new store openings and general economic conditions.
12

USE OF PROCEEDS
Best Buy Capital will invest the proceeds from the Offering in the Subordinated Debentures. Best Buy, after payment of the Underwriters' Compensation (as defined under "Underwriting") and other expenses of the Offering, will use the net proceeds of $ ($ if the Underwriters' over-allotment option is exercised in full) from the sale of the Subordinated Debentures to Best Buy Capital to support its expansion plans, including to fund initial new store inventories, to acquire store fixtures and make leasehold improvements, to remodel and expand existing stores, to pay the cost of land acquisition and construction pending sale and leaseback of the property, and to continue to improve its management information systems, as well as for other general corporate purposes. See "Business - Store Locations and Expansion" and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." Pending application for the foregoing purposes, the net proceeds will be used to reduce short-term borrowings and the excess, if any, will be invested in short-term, investment grade or government securities.
CAPITALIZATION
The following table sets forth the short-term debt and capitalization of Best Buy at August 27, 1994, and as adjusted to reflect the Offering, assuming no exercise of the Underwriters' over-allotment option. The table should be read in conjunction with the financial statements of Best Buy elsewhere in this Prospectus and those incorporated by reference herein. See "Use of Proceeds," "Selected Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Description of Securities Offered - Preferred Securities."

                                                                                              AUGUST 27, 1994
                                                                                         -------------------------
                                                                                           ACTUAL     AS ADJUSTED
                                                                                         -----------  ------------
                                                                                              (IN THOUSANDS)
Short-term debt (including current portion of long-term debt)..........................  $   104,144   $    9,144
                                                                                         -----------  ------------
                                                                                         -----------  ------------
Long-term debt:
  Capitalized lease obligations (5.3% to 10.5%)........................................  $    15,097   $   15,097
  Equipment loans (5.3% to 11.5%)......................................................       24,012       24,012
  Subordinated notes (8.6% to 9.9%)....................................................      171,904      171,904
                                                                                         -----------  ------------
    Total long-term debt...............................................................      211,013      211,013
Convertible preferred securities of subsidiary.........................................      --           200,000
Shareholders' equity:
  Preferred Stock, $1.00 par value per share; 400,000 shares authorized; none
   outstanding.........................................................................      --           --
  Common Stock, $.10 par value per share; 120,000,000 shares authorized; 42,067,290
   shares outstanding (1)..............................................................        4,207        4,207
  Additional paid-in capital...........................................................      226,330      226,330
  Retained earnings....................................................................       97,109       97,109
                                                                                         -----------  ------------
    Total shareholders' equity.........................................................      327,646      327,646
                                                                                         -----------  ------------
      Total capitalization.............................................................  $   538,659  $   738,659
                                                                                         -----------  ------------
                                                                                         -----------  ------------
- --------------
(1)  Does  not include  7,755,851 shares reserved  for issuance  pursuant to the
     Company's stock  option plans  as  of August  27,  1994, or  26,100  shares
     reserved  for issuance  pursuant to  outstanding stock  options not granted
     under such plans.	

13

MARKET PRICES OF BEST BUY COMMON STOCK
Best Buy Common Stock is traded on the NYSE under the symbol "BBY." At August 27, 1994, there were 1,401 holders of record of Best Buy Common Stock and 42,067,290 shares outstanding. The following table sets forth the high and low sale prices, as adjusted for stock splits, for Best Buy Common Stock, as reported by the NYSE, for the periods indicated.

                                                                                              HIGH        LOW
                                                                                            ---------  ---------
FISCAL 1993:
 1st Quarter ended May 30, 1992...........................................................  $ 9 11/32  $  5 7/32
2nd Quarter ended August 29, 1992.........................................................      6 3/8    4 23/32
 3rd Quarter ended November 28, 1992......................................................   11 27/32      5 1/2
 4th Quarter ended February 27, 1993......................................................   15 23/32   10 25/32
FISCAL 1994:
 1st Quarter ended May 29, 1993...........................................................  $ 16 5/32  $ 11 7/32
2nd Quarter ended August 28, 1993.........................................................     16 1/2   10 27/32
 3rd Quarter ended November 27, 1993......................................................    31 7/16    16 3/32
 4th Quarter ended February 26, 1994......................................................   27 11/16   18 13/16
FISCAL 1995:
 1st Quarter ended May 28, 1994...........................................................  $  37 1/2  $  28 5/8
2nd Quarter ended August 27, 1994.........................................................     36 5/8     22 1/8
 3rd Quarter (through September 29, 1994).................................................     39 7/8     34 1/2	

The stock market generally and the stocks of companies in the retailing industry in particular have, from time to time, experienced substantial price and volume fluctuations. These fluctuations may be unrelated to the operating performance of particular companies. Various factors and events, such as announcements by Best Buy or its competitors of monthly sales figures and comparable store sales results, expansion plans, the loss of a major supplier or other factors, may also contribute to stock price volatility. Most retailers, including Best Buy, derive a significant portion of their revenues and earnings during the year-end holiday season, and the price of the Best Buy Common Stock may be subject to fluctuation based upon general expectations for holiday spending levels and patterns.
DIVIDEND POLICY
Best Buy historically has not paid cash dividends on its Common Stock and does not presently intend to pay any dividends on its Common Stock for the foreseeable future. Best Buy's bank line of credit and certain financing agreements restrict its ability to pay dividends on its Common Stock. See Notes 3 and 4 to the Financial Statements. Best Buy and its majority-owned subsidiaries would also be prohibited from paying dividends on Best Buy Common Stock at any time during an extended interest payment period with respect to the Subordinated Debentures, when there is an Event of Default (as defined under "Description of Securities Offered - Description of the Subordinated Debentures
- - Events of Default") under the Subordinated Debentures or when Best Buy has failed to make a payment required under the Guarantee. See "Description of Securities Offered - Description of the Guarantee - Certain Covenants of Best Buy."
14

SELECTED FINANCIAL AND OPERATING DATA
The following table presents selected financial, operating and balance sheet data for each of the five fiscal periods set forth below which are derived from the Company's audited financial statements. The financial data for the six months ended August 28, 1993 and August 27, 1994 have been derived from the Company's unaudited financial statements, which, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position for the periods and as of the dates presented. The results of operations for the six months ended August 27, 1994 are not necessarily indicative of results to be anticipated for the entire fiscal year. The table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements and the notes thereto contained elsewhere in this Prospectus.

                                                                                                                 SIX MONTHS
                                                                  FISCAL PERIODS ENDED (1)                         ENDED
                                              ----------------------------------------------------------------  ------------
                                               MARCH 3,    MARCH 2,   FEBRUARY 29,  FEBRUARY 27,  FEBRUARY 26,   AUGUST 28,
                                                 1990      1991(2)        1992          1993        1994(3)         1993
                                              ----------  ----------  ------------  ------------  ------------  ------------
                                                              (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF EARNINGS DATA:
  Revenues..................................  $ 512,850   $ 664,823    $ 929,692     $1,619,978    $3,006,534   $ 1,004,899
  Cost of goods sold........................    392,509     523,166      748,630      1,335,944     2,549,609       836,225
                                              ----------  ----------  ------------  ------------  ------------  ------------
  Gross profit..............................    120,341     141,657      181,062        284,034       456,925       168,674
  Selling, general and administrative
   expenses.................................    107,194     130,681      162,286        248,126       379,747       151,910
                                              ----------  ----------  ------------  ------------  ------------  ------------
  Operating income..........................     13,147      10,976       18,776         35,908        77,178        16,764
  Interest expense, net.....................      3,674       3,586        3,415          3,883         8,800         1,949
                                              ----------  ----------  ------------  ------------  ------------  ------------
  Earnings before taxes and cumulative
   effect of accounting change..............      9,473       7,390       15,361         32,025        68,378        14,815
  Income taxes..............................      3,790       2,850        5,760         12,170        26,668         5,705
                                              ----------  ----------  ------------  ------------  ------------  ------------
  Earnings before cumulative effect of
   accounting change........................      5,683       4,540        9,601         19,855        41,710         9,110
  Cumulative effect of accounting change....      --        (13,997)       --            --              (425)         (425)
                                              ----------  ----------  ------------  ------------  ------------  ------------
  Net earnings (loss).......................  $   5,683   $  (9,457)   $   9,601     $   19,855    $   41,285   $     8,685
                                              ----------  ----------  ------------  ------------  ------------  ------------
                                              ----------  ----------  ------------  ------------  ------------  ------------
  Per share amounts:
    Earnings before cumulative effect of
     accounting change......................  $     .23   $     .18    $     .33     $      .57    $     1.01   $       .23
    Cumulative effect of accounting
     change.................................      --           (.56)       --            --              (.01)         (.01)
                                              ----------  ----------  ------------  ------------  ------------  ------------
    Net earnings (loss).....................  $     .23   $    (.38)   $     .33     $      .57    $     1.00   $       .22
                                              ----------  ----------  ------------  ------------  ------------  ------------
                                              ----------  ----------  ------------  ------------  ------------  ------------
  Primary weighted average shares
   outstanding (000s).......................     24,798      24,852       28,848         34,776        41,336        39,292
OPERATING DATA:
  Comparable store sales increase (4).......        0.3%        1.0%        14.0%          19.4%         26.9%         21.4%
  Number of stores (end of period)..........         49          56           73            111           151           124
  Average revenues per store (5)............  $  11,500   $  12,400    $  14,300     $   17,600    $   22,600   $    19,200
  Gross profit percentage...................       23.5%       21.3%        19.5%          17.5%         15.2%         16.8%
  Selling, general and administrative
   expenses percentage......................       20.9%       19.7%        17.5%          15.3%         12.6%         15.1%
  Operating income percentage...............        2.6%        1.6%         2.0%           2.2%          2.6%          1.7%
  Inventory turns (6).......................        3.7x        4.5x         5.1x           4.8x          5.0x          5.0x
  Ratio of earnings to combined fixed
   charges and preferred dividends (7)......       2.27x       1.79x        2.46x          3.35x         3.87x         2.84x
BALANCE SHEET DATA (END OF PERIOD):
  Merchandise inventories...................  $  92,991   $  95,684    $ 135,838     $  249,991    $  637,950   $   468,963
  Working capital...........................     78,398      64,623      126,817        118,921       362,582       241,251
  Property and equipment, net...............     27,359      39,572       58,250        126,442       172,724       101,695
  Total assets..............................    156,787     185,528      337,218        439,142       952,494       672,647
  Long-term debt, including current
   portion..................................     35,283      35,695       52,980         53,870       219,710        57,233
  Total liabilities.........................     90,637     128,787      179,650        256,859       641,050       395,165
  Shareholders' equity......................     66,150      56,741      157,568        182,283       311,444       277,482

                                               AUGUST 27,
                                                  1994
                                              ------------

STATEMENT OF EARNINGS DATA:
  Revenues..................................  $ 1,782,575
  Cost of goods sold........................    1,531,439
                                              ------------
  Gross profit..............................      251,136
  Selling, general and administrative
   expenses.................................      221,791
                                              ------------
  Operating income..........................       29,345
  Interest expense, net.....................        9,775
                                              ------------
  Earnings before taxes and cumulative
   effect of accounting change..............       19,570
  Income taxes..............................        7,729
                                              ------------
  Earnings before cumulative effect of
   accounting change........................       11,841
  Cumulative effect of accounting change....       --
                                              ------------
  Net earnings (loss).......................  $    11,841
                                              ------------
                                              ------------
  Per share amounts:
    Earnings before cumulative effect of
     accounting change......................  $       .27
    Cumulative effect of accounting
     change.................................       --
                                              ------------
    Net earnings (loss).....................  $       .27
                                              ------------
                                              ------------
  Primary weighted average shares
   outstanding (000s).......................       43,226
OPERATING DATA:
  Comparable store sales increase (4).......         26.4%
  Number of stores (end of period)..........          168
  Average revenues per store (5)............  $    25,200
  Gross profit percentage...................         14.1%
  Selling, general and administrative
   expenses percentage......................         12.4%
  Operating income percentage...............          1.6%
  Inventory turns (6).......................          4.7x
  Ratio of earnings to combined fixed
   charges and preferred dividends (7)......         1.89x
BALANCE SHEET DATA (END OF PERIOD):
  Merchandise inventories...................  $   863,500
  Working capital...........................      318,487
  Property and equipment, net...............      235,126
  Total assets..............................    1,270,905
  Long-term debt, including current
   portion..................................      220,157
  Total liabilities.........................      943,259
  Shareholders' equity......................      327,646
- ------------------
(1)  The  fiscal period ended March 3,  1990 had approximately 11 months because
     Best Buy changed  its fiscal  year to  a 52/53  week period  ending on  the
     Saturday closest to the last day in February each year.
(2)  During  fiscal 1991, Best Buy changed its method of accounting for extended
     service plans,  resulting  in  a cumulative  effect  adjustment  of  ($14.0
     million),  or ($.56) per share. Profit recognized from the sale of extended
     service plans under  this accounting  method was  $10.8 million  (on a  pro
     forma basis), $12.3 million, $11.8 million, $12.0 million and $12.5 million
     in  fiscal years 1990 through 1994,  respectively, and was $6.1 million and
     $7.4 million for the six months ended August 28, 1993 and August 27,  1994,
     respectively.  This profit is before any allocation of selling, general and
     administrative expenses,  except  for direct  selling  expenses,  primarily
     commissions.
(3)  During  fiscal  1994,  the Company  changed  its method  of  accounting for
     incomes taxes resulting in a cumulative effect adjustment of ($425,000), or
     ($.01) per share.  See "Management's Discussion  and Analysis of  Financial
     Condition   and  Results  of  Operations"  and  Note  7  to  the  Financial
     Statements.
(4)  Comparable stores are stores open at least 14 full months.
(5)  Average revenues per store are based  upon total revenues for the  trailing
     12-month  period  divided by  the weighted  average  number of  stores open
     during such 12-month period.
(6)  Inventory turns are  calculated based  upon a rolling  12-month average  of
     inventory balances.
(7)  For purposes of determining the ratio of earnings to combined fixed charges
     and preferred dividends, earnings are defined as income before income taxes
     plus  fixed charges other than  capitalized interest. Fixed charges consist
     of interest costs  (including the  amortization of  deferred debt  issuance
     costs  and capitalized  interest), the  portion of  rental expense  that is
     representative of an interest factor and preferred dividends.	

15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's Financial Statements and notes thereto included elsewhere in this Prospectus.
RESULTS OF OPERATIONS
SIX MONTHS ENDED AUGUST 28, 1993 AND AUGUST 27, 1994
Earnings for the first six months of fiscal 1995 were $11.8 million, or $.27 per share, compared to $9.1 million, or $.23 per share, in the first six months of fiscal 1994. Earnings for the six month period in fiscal 1994 are before the cumulative effect of a change in accounting for income taxes which reduced earnings by $425,000 ($.01 per share). This earnings increase of 30% over the prior year included an improvement in operating income of 75% which was offset by interest expense on short-and long-term borrowings used to finance store growth and increased inventory levels.
Revenues for the first six months of fiscal 1995 of $1.8 billion were 77% above the first half of last year. The increased revenues were the result of the opening of 44 stores during the past twelve months and a comparable store sales increase of 26% in the current year. The new stores opened in the past year included entry into the major markets of Detroit, Atlanta and Phoenix in the second half of fiscal 1994, the entry into new markets in Florida, Ohio and the Carolinas in the current fiscal year and the addition of stores in existing markets. Comparable store sales increases in the current fiscal year are on top of a 21% increase in the first half of last year. Management believes that the Company's improving merchandise in-stock position, which has contributed to the increases in revenues, will continue to be an important factor in revenue growth. However, in light of the strong comparable store sales increases reported in the second half of last year and the strong sales results posted in the major metropolitan markets entered last year, it is expected that the comparable store sales increases for the remainder of the current fiscal year could be less than those experienced to date.
Gross profit margin was 14.1% for the first six months of fiscal 1995 compared to 16.8% for the comparable period last year. Competition in most of the Company's product lines and promotional pricing has led to the change in gross profit margin. Competition has increased in the past year as the Company has entered new, more competitive markets and new competitors have entered existing markets. Gross profit margins in the second quarter were consistent with the margins reported in the first quarter of this fiscal year and the last quarter of fiscal 1994, suggesting that margins have begun to stabilize. Management does expect, however, that margins in the second half of fiscal 1995 could be slightly lower than the first half as the impact of promotional pricing associated with the entry into new major markets and the traditional decline in margins during the holiday selling season is realized.
Revenues from the sale of extended service plans were 1% or less of total sales in the first six months of both fiscal 1994 and 1995. Profit from extended service plans in the first half of 1995, before the allocation of selling, general and administrative ("SG&A") expenses, other than direct selling expenses, was $7.4 million compared to $6.1 million in the comparable period of fiscal 1994.
SG&A expenses were 12.4% of sales for the first six months of fiscal 1995, representing an improvement of 2.7% of sales compared to the 15.1% reported for the same period last year. The improvement in this ratio indicates that the earnings generated by the Company's revenue growth from new stores and comparable store sales increases continue to outpace the growth in operating costs. Greater efficiencies in advertising expenditures were achieved as more stores were added to existing markets, revenues per store increased and the Company reduced the size of some of its weekly newspaper inserts. SG&A expenses were impacted in the second quarter of the current year by the costs associated with opening two new distribution facilities and preparing to open a greater number of stores as compared to the prior year.
16

Net interest expense for the first six months of the current fiscal year increased by $7.8 million compared to the prior year due to interest on the $150 million Senior Subordinated Notes issued in October 1993 and a higher level of bank borrowings used to support the growth in inventories. Additionally, the proceeds of the Company's $86 million common stock offering and a $44 million sale/leaseback transaction in the first quarter of last year were temporarily invested in short-term investments resulting in higher levels of investment income in the first half of last year. The Company's effective tax rate for fiscal 1995 is 39.5%, up slightly from the rate in fiscal 1994 mainly due to a lower level of tax exempt interest income.
FISCAL YEARS ENDED FEBRUARY 29, 1992, FEBRUARY 27, 1993 AND FEBRUARY 26, 1994
In the past two fiscal years, Best Buy has more than doubled the number of retail locations it operates, revenues have increased by 223% and earnings have increased by 334%. The fiscal year ended February 26, 1994 was highlighted by the opening of 40 new stores, including entries into the major markets of Atlanta, Detroit and Phoenix. These new stores, combined with a full year of operations at the 38 stores opened in the prior year and substantial increases in computer sales, were the most significant factors in generating revenues of $3.0 billion in fiscal 1994, an increase of 86% compared to $1.6 billion in fiscal 1993. Revenues in fiscal 1993 were 74% above the $930 million reported in fiscal 1992.
Operating income as a percentage of sales increased in fiscal 1994 to 2.6% compared to 2.2% in fiscal 1993 and 2.0% in fiscal 1992. The increase in revenues and leveraging of the Company's SG&A expenses more than offset lower gross profit margins. Earnings more than doubled for the third year in a row, increasing 110% in fiscal 1994 to $41.7 million. Fiscal 1993 earnings of $19.9 million were 107% higher than the $9.6 million reported in fiscal 1992. Earnings per share, which reflect a three-for-two stock split in fiscal 1994 and a subsequent two-for-one stock split in April 1994, rose 77% to $1.01 as compared to $.57 in fiscal 1993 and $.33 in fiscal 1992. The earnings noted for fiscal 1994 are before a cumulative effect adjustment related to adopting the provisions of FAS 109 "Accounting for Income Taxes."
REVENUES
The following table presents the Company's revenues, percentage increases in revenues, comparable store sales increases, average revenues per store and number of stores open for each of the last three fiscal years.

                                                                      1992            1993             1994
                                                                  -------------  ---------------  ---------------
                                                                                ($ AMOUNTS IN 000)
Revenues........................................................  $   929,692    $   1,619,978    $   3,006,534
Percentage increase in revenues.................................           40%              74%              86%
Comparable store sales increase.................................           14%              19%              27%
Average revenues per store......................................  $    14,300    $      17,600    $      22,600
Number of stores open at end of year............................           73              111              151	

Sales levels achieved at stores in the new markets Best Buy entered in fiscal 1994 have been higher on average than the Company's existing markets, which is particularly significant in light of well established competition in the new markets. Increasing consumer confidence, improving economic conditions, increasing market share and expanded product lines contributed to the year over year increases in sales at existing stores. Strong comparable store sales gains were achieved for the third year in a row despite a very competitive retail environment. The comparable store sales growth in fiscal 1994 was driven by a significant increase in sales of computers which experienced a comparable store sales increase of 69% over fiscal 1993. Sales of home office products, which include computers and related equipment, increased to $1.0 billion compared to $434 million in fiscal 1993 and $203 million in fiscal 1992. In fiscal 1994, the Company significantly expanded its selection of computer products to include such name brands as Apple, Compaq, Hewlett Packard and Toshiba. The home office product category was 35% of total Company sales in fiscal 1994, up from 27% in fiscal 1993. Sales in the entertainment software category, which includes compact discs, computer software and prerecorded
17

cassettes and videos, increased to 12% of total sales in fiscal 1994 from 9% in fiscal 1993. Management expects that the growth in the home office and entertainment software categories will continue to exceed the growth in other categories and that computers will represent an increasing percentage of total Company sales.
The 74% increase in revenues in fiscal 1993 compared to fiscal 1992 was the result of the addition of 38 stores and a comparable store sales increase of 19%. The Company opened 14 stores in the Chicago market in fiscal 1993 and added another 10 stores to this market in fiscal 1994.
The conversion of stores to the Concept II store format was completed in fiscal 1994 with the conversion of the remaining 23 traditional stores. All 151 stores operated by the Company at the end of fiscal 1994 used the non-commissioned format the Company introduced in fiscal 1990. In addition, during fiscal 1994, the Company increased its prototype store sizes to 36,000 and 45,000 square feet, compared to mainly 28,000 square foot stores in prior years. This increased space has enabled the Company to offer a greater product selection and generate higher sales volume per store. In particular, the additional space has been used to accommodate the growing home office and entertainment software product categories.
In June 1993, the Company introduced its private label credit card program and expanded its offerings of consumer financing alternatives. These financing options include combinations of no interest and deferred payments, depending on the length of the financing term. At February 26, 1994, there were over 700,000 cardholders with available credit exceeding $1.5 billion. Management believes that the availability of these financing offers and the increased store size have contributed to the comparable store sales increases and the success of the new stores.
Revenues from extended service plans declined to .7% of total revenues in fiscal 1994 compared to 1.3% in fiscal 1993 and 2.2% in fiscal 1992. The decline is due not only to increasing product sales but to the Company's decision to reduce its emphasis on the sale of these plans. The Company also sells these plans at prices substantially below its competitors and has occasionally included these plans as promotional items with selected product sales.
The Company's expansion plan for fiscal 1995 includes the opening of 53 new stores. New markets to be entered are primarily in the eastern and southeastern United States, along with Los Angeles and Las Vegas. In addition to the new markets that the Company will be entering, approximately 15 of the new stores will be added to existing markets to maximize the return on advertising costs and other fixed costs of operation. The prototype store size for most of the stores to be opened in fiscal 1995 is approximately 45,000 square feet. Management expects that changing technology, in particular in the home office market for multimedia computer systems and software, coupled with new product introductions, including direct broadcast satellite systems, will be factors in increasing sales volume at existing and future stores.
COMPONENTS OF EARNINGS
The following table sets forth selected operating results as a percentage of revenues for each of the last three fiscal years.

                                                                                1992         1993         1994
                                                                             -----------  -----------  -----------
Gross profit...............................................................       19.5%        17.5%        15.2%
Selling, general and administrative expenses...............................       17.5         15.3         12.6
Operating income...........................................................        2.0          2.2          2.6
Earnings before accounting change..........................................        1.0          1.2          1.4	

Gross profit margin over the past three fiscal years has been impacted by promotional pricing associated with the entry into several new competitive markets, the change in sales mix towards lower margin computer products, the reduced emphasis on the sale of higher margin extended service plans and the increased competition in most of the Company's product categories. While competition in the new markets entered during fiscal 1994 and 1993 resulted in lower product margins, sales in these
18

markets have exceeded initial expectations as the Company believes its retail format and marketing programs have quickly provided it with significant market share. An increase in inventory shrink also impacted profit margins in fiscal 1994. Profit from extended service plans, before allocation of any SG&A expenses, was $12.5 million in fiscal 1994, up from $12.0 million in fiscal 1993 and $12.3 million in fiscal 1992.
Management expects that competition in all product categories will remain strong in the coming year and pressure on margins will continue although the annual rate of decline is expected to slow. Management believes that its full service capabilities, financing alternatives and low operating expenses are distinct advantages over other retailers which will result in increasing market share. Management also anticipates that the increased sales volume will enable the Company to purchase merchandise at more favorable prices, somewhat mitigating the impact of price competition.
SG&A expenses declined to 12.6% of sales in fiscal 1994, compared to 15.3% and 17.5% in fiscal 1993 and 1992, respectively. The decline in this ratio has more than offset the reduction in gross profit margin. As the Company added stores and generated increased sales volume per store, the ability to leverage those fixed costs of operations has increased. The addition of stores within markets also increases the cost effectiveness of the Company's advertising expenditures. Sales per employee have increased over each of the last three years as the corporate and support functions handle increased volumes without proportionally increasing costs. The transition to a non-commissioned sales environment has also reduced the operating expense ratio. Pre-opening costs totaled $7.3 million in fiscal 1994 compared to $6.2 million in fiscal 1993 and $2.3 million in fiscal 1992. Management expects that SG&A expenses will continue to decline as a percentage of sales.
Interest expense in fiscal 1994 increased over the prior two years as a result of the financing used for store development and higher inventories to support the sales growth. Interest on the Company's senior subordinated notes, issued in October 1993, was the principal reason for the higher interest expense in 1994.
The Company's effective tax rate in fiscal 1994 increased to 39.0% principally as a result of the increase in the federal statutory rate to 35%. Changes in the mix of states in which the Company does business and the level of tax-exempt investment income have also impacted the Company's effective tax rate in the last three years. The Company adopted the provisions of FAS 109 'Accounting for Income Taxes,' effective as of the beginning of fiscal 1994. The effect of the adoption was a charge to net earnings of $425,000, or $.01 per share. At February 26,1994, the Company had deferred tax assets of $20 million which are expected to be recovered through future taxable income.
LIQUIDITY AND CAPITAL RESOURCES
Best Buy has financed its growth over the last two fiscal years primarily through the use of capital raised in the public markets. Funds from operations and other financing transactions have also been used to support the significant growth. Since November 1991, the Company has raised approximately $175 million through the issuance of Common Stock, including $86 million in net proceeds of a 7.02 million share public offering in May 1993. The Company's issuance of $150 million senior subordinated notes in October 1993 resulted in proceeds to the Company of $146 million, after underwriting costs. The sale and leaseback of 17 stores in April 1993 also generated $44 million in cash.
Proceeds from these financing transactions were used for the development of stores and to increase inventories to the level required to support the higher sales volumes reported in the last two fiscal years. In the past two years the Company more than doubled the number of stores it operates, opening 38 new stores in fiscal 1993, followed by 40 stores in fiscal 1994. Capital expenditures of $101 million in fiscal 1994 and $75 million in fiscal 1993 included new store site acquisition and development costs of approximately $50 million. In addition to new stores, the Company undertook remodeling and expansion projects to complete the conversion of its stores to the Concept II store format in fiscal 1994. These renovations provide the additional space necessary for the increasing
19

selection of computers and entertainment software. In those locations where expansion was not practical, the Company relocated stores to a larger location. Management expects this trend of relocation of selected stores to higher sales volume locations and expansion of selling space at existing stores to continue in locations where economic conditions warrant.
At August 27, 1994, the Company had working capital of $318 million compared to $363 million at the end of the prior fiscal year. The change in working capital is the result of the use of working capital, on a short-term basis, to finance current year store development. During the last six months, inventories increased $226 million as a result of the opening of 17 new stores and the Company's new distribution centers in Minnesota and Virginia and the expansion of the Oklahoma distribution facility, as well as a greater emphasis on achieving an improved merchandise in-stock position. Management believes that the increased inventories in the stores have contributed to the comparable store sales growth. Inventory turns of 4.7 times for the trailing 12 months are expected to increase to approximately 5.0 times by the end of fiscal 1995 as seasonally higher sales volume and the opening of additional stores improve this ratio. The growth in inventories was financed principally through vendor financing and borrowings under the Company's revolving credit facility. Management expects that the seasonal increase in inventories and the opening of additional stores and a California distribution center in the third quarter will result in increasing levels of inventory through that period. The stores opened in the first half of the year and those scheduled to be opened in the second half are larger stores, generally 45,000 or 58,000 square feet, and feature a larger selection of products, resulting in higher inventory levels in the stores. In addition to the new stores, the Company is expanding or relocating approximately 30 stores to the larger store format in the current year.
In July 1994, the Company entered into a new revolving credit facility which increased the seasonal borrowing availability to $400 million. The facility expires in June 1996 and provides for a one year extension at the option of the participating lenders. Borrowings under the facility are subject to a limitation of $50 million once each year for approximately one month. In August 1994, the Company entered into a master lease program under which the lessor will develop, and the Company will lease, approximately 16 newly constructed stores and the Virginia distribution center and related equipment. In addition, the Company owns certain retail locations, the majority of which are subject to commitments for sale/leaseback that will generate in excess of $40 million in the third quarter. As the Company's policy is to lease rather than own its retail locations, it intends to enter into sale/leasebacks for those remaining locations not currently subject to commitments. In August 1994, the Company also completed the financing on the $4.5 million expansion of the Oklahoma distribution center.
The Company expects that capital spending for the remainder of the fiscal year, net of amounts expected to be recovered through sale/leasebacks, will approximate $50 million. The Company's introduction of its new, larger store format is expected to result in the continuation of the Company's practice of expanding or relocating stores where appropriate.
Management believes that the proceeds from the sale of the Subordinated Debentures to Best Buy Capital, together with working capital from the Company's new revolving credit facility, vendor financing and long-term financing for real estate development, will be adequate to support the Company's operations and planned growth for the immediate future.
INFLATION
The Company does not believe that inflation has had a material effect on its results of operations. Prices for many of its products have decreased due to technological advances and increased competition. Products which have increased in cost have generally done so in line with the overall inflation rate and the Company believes it has been successful in improving its purchased cost of most products due to larger volume purchases from a reduced number of suppliers.
QUARTERLY RESULTS AND SEASONALITY
Similar to most retailers, the Company's business is seasonal. Revenues and earnings are lower during the first half of each fiscal year and are greater during the second half, which includes the year-
20

end holiday selling season. The timing of new store openings and general economic conditions may affect future quarterly results of the Company. The Company's unaudited quarterly operating results for each quarter of fiscal 1994 and the first two quarters of fiscal 1995 were as follows (in thousands, except per share data):

                                                        FISCAL 1994                            FISCAL 1995
                                    ----------------------------------------------------  ----------------------
                                     MAY 29,   AUGUST 28,    NOVEMBER 27,   FEBRUARY 26,   MAY 28,   AUGUST 27,
                                     1993(1)      1993           1993           1994        1994        1994
                                    ---------  -----------  --------------  ------------  ---------  -----------
Revenues..........................  $ 441,919   $ 562,980     $  808,476     $1,193,159   $ 849,403   $ 933,172
Gross profit......................     74,476      94,198        121,108        167,143     118,952     132,184
Operating income..................      3,674      13,090         20,849         39,565      11,686      17,659
Net earnings......................      1,091       7,594         11,161         21,439       4,241       7,600
Net earnings per share............        .03         .18            .26            .50         .10         .18
- ------------------
(1)  Includes the cumulative effect of a  change in accounting for income  taxes
     that reduced net earnings by $425 ($.01 per share).	

21

BUSINESS
GENERAL
Best Buy is one of the nation's fastest growing specialty retailers. The Company offers a wide selection of name brand consumer electronics, home office equipment, entertainment software and appliances. The Company commenced business in 1966 as an audio component systems retailer and in the early 1980s, with the introduction of the video cassette recorder, expanded into video products. In 1983, the Company changed its marketing strategy to use mass merchandising techniques for a wider variety of products, and began to operate its stores with a "superstore" format. In 1989, Best Buy dramatically changed its method of retailing by introducing its "Concept II" store format, a self-service, non-commissioned, discount style sales environment designed to give the customer more control over the purchasing process. The Company determined that an increasing number of customers had become knowledgeable enough to select products without the assistance of a commissioned salesperson and preferred to make purchases in a more convenient and customer friendly manner. With its innovative retail format, the Company has achieved significant success, moving it into a leading position nationally in all of its principal product categories. Since the beginning of fiscal 1993, the Company has added 103 stores, primarily in the central United States, and has added four new distribution centers. The Company anticipates opening a total of 53 stores in fiscal 1995, including new markets primarily in the east and southeast, as well as Los Angeles and Las Vegas. By the end of this fiscal year, the Company expects to operate 204 stores.
During the past year, the Company has been developing a strategy to further enhance its store format. The strategy, known as "Concept III," features a larger, redesigned store format created to produce a more informative and exciting shopping experience for the customer. Through focus group interviews and other research, the Company determined that customers wanted more product information and a larger product selection. In order to meet these evolving consumer preferences, the Company has developed interactive Answer Centers featuring touch screen monitors from which customers and sales personnel can immediately access product information. These Answer Centers, to be stationed throughout the store, will utilize proprietary technology providing audio and video presentations designed, by the Company, to enable users to compare products and better understand the features and benefits of product options. The enhanced store format will also feature more hands-on demonstrations allowing customers to, among other things, experience audio and video products such as "surround sound" systems and sample featured compact discs at approximately 100 private listening stations. Finally, these larger stores, generally 45,000 square feet with some as large as 58,000 square feet, will accommodate a larger product selection intended to be as good as or better than the largest selection offered by most of Best Buy's competitors in each of its principal product categories. By the end of this fiscal year, approximately 10% of the Company's stores will incorporate all of the Concept III enhancements, with most of the remaining stores anticipated to be converted over the next three to four years.
BUSINESS STRATEGY
The Company's business strategy is to offer consumers an enjoyable and convenient shopping experience while maximizing its profitability. Best Buy believes it offers consumers meaningful advantages in store environment, product value, selection and service. An objective of this strategy is to achieve a dominant share of the markets Best Buy serves and the Company currently holds a leading, and in some cases dominant, share in its markets. The Company's recently introduced Concept III store format will feature an expanded product selection and will use interactive technology to enhance the customer's shopping experience. As part of its overall strategy, the Company:
- Offers a self-service, discount style store format, featuring easy to locate product groupings, emphasizing customer choice and product information and providing assistance from non-commissioned product specialists and, in the Concept III stores, touch screen Answer Centers designed to give customers easy access to product information in both audio and video format.
22

- Provides a large selection of brand name products comparable to retailers that specialize in each of the Company's four principal product categories and seeks to ensure a high level of product availability for customers.
- Seeks to provide customers with the best product value available in the market area through active comparison shopping programs, daily price changes, lowest price guarantees and special promotions, including interest-free financing, reasonably priced extended warranties and free home delivery.
- Provides a variety of meaningful services not offered by certain competitors, including convenient financing programs, product delivery and installation, computer training and post-sale repair and warranty services including computer upgrades.
- Establishes stores at sites that are easily accessible from major highways and thoroughfares and seeks to create sufficient concentrations of stores in major markets to maximize the leverage on fixed costs including advertising and operations management.
- Controls costs and enhances operating efficiency by centrally controlling all buying, merchandising and distribution, and vertically integrating certain support functions such as advertising.
Best Buy's store format is a key component of its business strategy. The Company believes that because customers are familiar with most consumer electronics products and are accustomed to discount shopping formats, they increasingly resist efforts to direct their choice of product and appreciate controlling the purchase decision. In addition, the Company believes that its competitors' use of directional, commissioned sales staffs and showrooms are inefficient methods of completing a sale.
Best Buy continuously evaluates the retail environment and regularly uses focus groups to assess customer preferences. Through these processes, Best Buy concluded that customers want access to more product information in order to be more confident about their purchase decisions. As a result, Best Buy's new Concept III store format features Answer Centers enabling customers to access product information from touch screen monitors that display informative and entertaining full motion videos. The videos will allow customers to experience and compare product features. Initially, approximately 12 of these Answer Centers will be stationed throughout each Concept III store. The Answer Centers will also enable store personnel to provide information on product availability and specifications to customers desiring sales assistance. The new store format will also feature more hands-on demonstrations of products. For example, each of the Concept III stores will have a demonstration area for television "surround sound" systems so that customers can see for themselves how different configurations of audio components will enhance sound quality. Each Concept III store will also have a simulated, life-size car display that will demonstrate differences in car stereo sound resulting from different speaker configurations, approximately 100 private listening posts where customers can sample featured music software and a "Fun & Games" area where customers and their children can try the latest video games. Best Buy believes that these enhancements to its existing store format will further differentiate it from competing retailers and will also provide an advantage for the Company relative to potential future competitors such as catalog and on-line services and television shopping networks.
The Company's stores are in large, open buildings with high ceilings. Most of Best Buy's existing stores contain approximately 28,000 to 45,000 square feet. Concept III stores will feature specialty areas such as larger viewing rooms for large screen and projection televisions, larger speaker rooms, a separate department for movie videos, a working kitchen for appliance demonstrations and an expanded and consolidated accessories department. To accommodate its expanding product selection, as well as these specialty features, the majority of the stores which the Company plans to open in fiscal 1995 will have approximately 45,000 square feet, with stores in selected locations having approximately 58,000 square feet.
Best Buy's merchandising strategy differs from most other retailers selling comparable merchandise. Best Buy's merchandise is displayed at eye level next to signs identifying the products' major features, with the boxed products available above or below the display model. The Company's salaried
23

product specialists, who are knowledgeable about the operation and features of the merchandise on display, are dedicated to a particular product area for customers who desire assistance. This convenient self service format allows the customer to carry merchandise directly to the check-out lanes, pay for it and leave the store. This system avoids the time-consuming process used at traditional superstores and catalog showrooms. Many of the Company's competitors with the traditional superstore format use commissioned sales staffs and have only display models on the selling floor with boxed merchandise stored in a back room. This traditional superstore design allows sales personnel to direct the customer to products selected by the salesperson. In this situation, a salesperson typically will promote products yielding the greatest sales commissions. In addition, unlike Best Buy, these traditional superstores generally stress the sale of extended service plans and have trained their sales staffs to maximize the sale of these plans. The Company offers extended service plans, generally at lower prices than its competitors.
The Company believes that its advertising strategy has greatly contributed to its overall success. Best Buy spends approximately 3% of store sales on advertising, including the distribution of about 18 million newspaper inserts weekly. The Company has vertically integrated advertising and promotion capabilities and operates its own in-house advertising agency. This capability allows the Company to respond rapidly to competitors in a cost effective manner. In many of its markets, the Company is able to secure and deliver merchandise to its stores and to create, produce and run an advertisement all within a period of less than one week.
Print advertising consists of four-color weekly inserts of up to 20 pages that emphasize a variety of product categories and feature extensive name brand selection and price range. The Company also produces all of its television and radio commercials, each with a specific marketing message. Television commercials and radio spots account for approximately 35% of total advertising expenditures. The Company is reimbursed by vendors for a substantial portion of advertising expenditures through cooperative advertising arrangements.
Product service and repair are important aspects of Best Buy's marketing strategy, providing the opportunity to differentiate itself from warehouse clubs and other discount stores which generally provide no such service. Virtually all products sold by the Company carry manufacturers' warranties. The Company offers to service and repair almost all of the products it sells, except major appliances in certain markets, and has been designated by most of its suppliers as an authorized service center. The Company contracts with outside factory service organizations to service and repair major appliances and is expanding its own in-home appliance repair service. In addition, the Company conducts computer software training classes at selected stores and makes its technical support staff available to assist customers with the custom configuration of personal computers and peripheral products. The Company also delivers and installs major appliances and large electronics products and installs car stereos, cellular phones and security systems.
PRODUCT SELECTION AND MERCHANDISING
Best Buy provides a broad selection of name brand models within each product line in order to provide customers with greater choice. The Company currently offers approximately 4,000 products, exclusive of entertainment software titles and accessories, in its four principal product categories. In addition, the Company has recently expanded its selection of accessories, which typically yield a higher margin than most of the Company's other products. The Company believes that this expanded assortment of accessories will also build customer traffic for its other products. The Company also aggressively promotes and displays a large selection of lower priced, high volume items, such as blank audio and video tapes, portable audio equipment and photographic equipment.
The home office category, now Best Buy's largest product category, includes personal computers and related peripheral equipment, telephones, cellular phones, answering machines, fax machines, copiers and calculators. The Company was among the first consumer electronics retailers to carry an extensive assortment of personal computer products and related software. The Company believes that it
24

is well positioned to withstand increased competition in the retail market for personal computer products, traditionally low margin items, due to its early entry and experience in the market, its broad product lines, including those that generate higher profit margins, and its relatively low cost structure. In addition, the Company believes that the related services it offers, such as computer training, configuration, maintenance and upgrade, are distinct advantages compared to other discount and mail order computer retailers. The Company also believes that the changing technology and consumer demand for access to on-line information will continue to generate increased demand for computers and related products in the future. The Company's home office products category includes brand names such as Acer, Apple, AT&T, Canon, Compaq, Epson, Hewlett Packard, IBM, Motorola, NEC, Packard Bell, Panasonic, Sharp and Toshiba.
Best Buy's second largest product category is consumer electronics, consisting of video and audio equipment. Video products include televisions, video cassette recorders, camcorders and the popular new satellite dishes that receive direct broadcast satellite television. Audio products include audio components, audio systems, portable audio equipment, car stereos and security systems. The Company has recently expanded its product selection in consumer electronics by offering higher end products and components that have greater appeal to audio and video enthusiasts. Further, the Company anticipates that with the availability of better picture and sound quality through direct broadcast satellite, it will have more opportunities to sell higher end equipment such as home theaters, surroundsound systems and in-wall components. The Company sells consumer electronics with brand names such as Aiwa, Bose, General Electric, Infinity, JBL, JVC, Magnavox, Panasonic, Pioneer, RCA, Sanyo, Samsung, Sharp, Sony, Technics and Toshiba.
Best Buy's entertainment software category includes compact discs, pre-recorded audio and video cassettes and computer software. The Company is one of the few large consumer electronics retailers that sells a broad selection of entertainment software in all of its stores. The Company generally offers between 25,000 and 55,000 titles in its stores and intends to offer approximately 80,000 titles in its largest Concept III stores. In addition, Best Buy utilizes local personnel to customize a portion of the music software assortment for a particular store. The Company believes that it has substantially increased customer traffic by offering this wide and customized assortment of entertainment software.
The major appliance category includes microwave ovens, washing machines, dryers, air conditioners, dishwashers, refrigerators, freezers, ranges and vacuum cleaners. Products in this category include brand names such as Eureka, Frigidaire, Hoover, Maytag, Sharp, Whirlpool and White-Westinghouse.
The following table sets forth the approximate percentages of store sales from each of Best Buy's principal product lines.

                                                           FISCAL YEARS ENDED
                                   -------------------------------------------------------------------    SIX MONTHS ENDED
                                     FEBRUARY 29, 1992      FEBRUARY 27, 1993      FEBRUARY 26, 1994       AUGUST 27, 1994
                                   ---------------------  ---------------------  ---------------------  ---------------------
Home Office......................              22%                    27%                    35%                    35%
Consumer Electronics:
  Video..........................              28                     26                     22                     21
  Audio..........................              22                     20                     16                     14
Entertainment Software...........               7                      9                     12                     14
Major Appliances.................              13                     11                      9                     10
Extended Service Plans...........               2                      1                      1                      1
Other (1)........................               6                      6                      5                      5
                                              ---                    ---                    ---                    ---
    Total........................             100%                   100%                   100%                   100%
                                              ---                    ---                    ---                    ---
                                              ---                    ---                    ---                    ---
- --------------
(1)  Primarily photographic equipment, blank audio and video tapes, video games,
     furniture and accessories.	

25

STORE LOCATIONS AND EXPANSION
The Company's strategy generally has been to enter major metropolitan areas with the simultaneous opening of several stores and then to expand into contiguous non-metropolitan markets. Currently, approximately one-third of the Company's stores are in non-metropolitan markets. The entry into a new market is preceded by a detailed market analysis which includes a review of competitors, demographics and economic data. Best Buy's store location strategy enables it to maximize the effectiveness of advertising expenditures and to create a high level of consumer awareness. In addition, the clustering of stores allows the Company to maintain more effective management control, enhance asset utilization, and utilize its distribution facilities more efficiently.
When entering a new metropolitan market, the Company establishes a district office, service center and major appliance warehouse. Each new store requires approximately $3.0 to $3.6 million of working capital, depending on the size of the store, for merchandise inventory (net of vendor financing), leasehold improvements, fixtures and equipment. Additional pre-opening costs are incurred in hiring and training new employees and in advertising. Pre-opening costs of approximately $200,000 per store are expensed in the year the store is opened.
Best Buy is continuing its national market expansion strategy. The Company believes it has the necessary distribution and management information systems as well as management experience and depth to support its expansion plans. During the last fiscal year, the Company opened 40 stores, a 36% increase in its store base. The Company intends to open a total of 53 stores during the current fiscal year, including entry into the major markets of Baltimore/Washington, D.C., Charlotte, Cleveland, Las Vegas, Los Angeles and Orlando. In addition, the Company intends to remodel or relocate approximately 30 of its stores during the current fiscal year, generally increasing the size of these stores to approximately 45,000 or 58,000 square feet. In fiscal 1996, the Company anticipates opening approximately 50 additional stores.
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The following table presents the number and location of stores operated by the Company at the end of each of the last three fiscal years and the number of stores the Company expects to open during the current fiscal year.

                                                               NUMBER OF STORES
                                                              AT FISCAL YEAR END               NUMBER OF STORES
                                                     -------------------------------------  PLANNED TO BE OPENED IN
                                                        1992         1993         1994            FISCAL 1995
                                                     -----------  -----------  -----------  -----------------------
Illinois...........................................           7           20           30                  2
Texas..............................................          15           26           28                  4
Minnesota..........................................          14           14           15                  1
Michigan...........................................      --           --               10                  4
Ohio...............................................      --           --                2                 10
Wisconsin..........................................          11           11           11             --
Missouri...........................................          10           10           10             --
Georgia............................................      --           --                7                  2
Arizona............................................      --           --                6                  1
California.........................................      --           --           --                      7
Indiana............................................      --                7            7             --
Colorado...........................................           5            6            6             --
Iowa...............................................           5            5            5             --
Kansas.............................................           3            3            4                  1
Virginia...........................................      --           --           --                      5
Maryland...........................................      --           --           --                      4
Arkansas...........................................      --                1            2                  1
Florida............................................      --           --           --                      3
Nebraska...........................................           2            3            3             --
North Carolina.....................................      --           --           --                      3
Oklahoma...........................................      --                3            3             --
South Carolina.....................................      --           --           --                      3
Kentucky...........................................      --           --           --                      1
Nevada.............................................      --           --           --                      1
New Mexico.........................................      --                1            1             --
South Dakota.......................................           1            1            1             --
                                                             --                                           --
                                                                         ---          ---
  Total............................................          73          111          151                 53
                                                             --                                           --
                                                             --                                           --
                                                                         ---          ---
                                                                         ---          ---

                                                      ESTIMATED NUMBER OF
                                                     STORES TO BE OPEN AT
                                                      END OF FISCAL 1995
                                                     ---------------------
Illinois...........................................               32
Texas..............................................               32
Minnesota..........................................               16
Michigan...........................................               14
Ohio...............................................               12
Wisconsin..........................................               11
Missouri...........................................               10
Georgia............................................                9
Arizona............................................                7
California.........................................                7
Indiana............................................                7
Colorado...........................................                6
Iowa...............................................                5
Kansas.............................................                5
Virginia...........................................                5
Maryland...........................................                4
Arkansas...........................................                3
Florida............................................                3
Nebraska...........................................                3
North Carolina.....................................                3
Oklahoma...........................................                3
South Carolina.....................................                3
Kentucky...........................................                1
Nevada.............................................                1
New Mexico.........................................                1
South Dakota.......................................                1

                                                                 ---
  Total............................................              204

                                                                 ---
                                                                 ---	

SUPPLIERS, PURCHASING AND DISTRIBUTION
The Company's marketing strategy depends, in part, upon its ability to offer a wide selection of name brand products to its customers and is, therefore, dependent upon satisfactory and stable supplier relationships. In fiscal 1994, Best Buy's 25 largest suppliers accounted for approximately 70% of the merchandise purchased by the Company, with five suppliers, Hewlett-Packard, IBM, Packard Bell, RCA and Sony, accounting for approximately 29% of the Company's total purchases. The loss of or disruption of supply from any one of these major suppliers could have a material adverse effect on the Company's sales. While certain suppliers have at times limited or discontinued their supply of products to the Company, the Company's operations have not been materially adversely impacted by any limitation on or loss of supply. Best Buy has no written contracts with its suppliers but has not received any indication that any suppliers will discontinue selling merchandise to the Company. The Company has not experienced difficulty in maintaining satisfactory sources of supply, and management believes that adequate sources of supply will continue to exist for the types of merchandise sold in its stores.
Best Buy's centralized buying staff purchases substantially all of the Company's merchandise. The buying staff is responsible for overall inventory management, including promotion planning, pricing and replenishment of store inventory. Generally, with the exception of certain entertainment software, there are no agreements with suppliers for the return of unsold inventory. Merchandise remaining at the time of new product introduction is generally sold on a close-out basis. When vendors introduce new product
27

models and reduce their prices on current models, the Company has historically received credits from the vendors sufficient to compensate the Company for its reduced selling prices. Historically, revenues from the sale of close-out merchandise have been insignificant.
The Company has made product availability a high priority and has made significant investments in facilities, personnel and systems to assure that its in-stock position will be among the highest in the industry. The Company utilizes an automatic replenishment system for restocking its stores and is able to deliver products to its stores as required. Replenishment of store inventories is based on inventory levels, historical and projected sales trends, promotions and seasonality. The Company utilizes an extensive merchandise planning and daily inventory monitoring system to manage inventory turns.
The majority of the Company's merchandise, except for major appliances, is shipped directly from manufacturers to the Company's distribution centers in California, Minnesota, Oklahoma and Virginia. During the last twelve months, the Company increased its permanent distribution space for hard goods from approximately 500,000 square feet to over 1,800,000 square feet. In addition, the Company recently opened a dedicated distribution center for entertainment software in Minnesota and will be installing a state-of-the-art sortation system for music software during the next year. Major appliances are shipped to satellite warehouses in each of the Company's major markets. In order to respond to increased customer demand for certain computer and entertainment software products, the Company has increased the volume of merchandise shipped directly to the stores from manufacturers and distributors. The Company is, however, still dependent upon the distribution centers for inventory storage and shipment of merchandise to stores. The Company primarily uses contract carriers to ship merchandise from its distribution centers to its stores. The Company believes that its distribution centers can most effectively service stores within a 600 to 700 mile radius and that its five distribution centers can accommodate the Company's expansion plans for the next year. The Company plans to continue investing in developing new systems and purchasing material handling equipment to reduce labor costs, improve accuracy in filling orders and enhance space utilization.
MANAGEMENT INFORMATION SYSTEMS
Best Buy has invested significant resources to develop proprietary software that provides daily information on sales, gross margins and inventory levels by store and by stockkeeping unit. These systems allow the Company to compare current performance against historical performance and the current year's budget. The systems have been designed to integrate all major aspects of the Company's business including sales, warehousing, distribution, purchasing, inventory control, merchandise planning and replenishment, as well as various financial systems. Best Buy uses point-of-sale bar code scanning from which sales information is polled at the end of each day. The Company's MIS group, in conjunction with the advertising department, has also developed the proprietary technology to be used in the touch screen Answer Centers. The Company uses EDI (Electronic Data Interchange) with selected suppliers for the more efficient transmittal of purchase orders, shipping notices and invoices. The Company believes that the systems it has developed have the ability to continue to improve customer service, operational efficiency, and management's ability to monitor critical performance factors. The systems have been designed to support the growth and expansion of the Company for the foreseeable future. Best Buy is continuing to make investments in designing new systems, modifying existing systems and increasing processing capacity, particularly with respect to distribution, inventory management and store operations.
STORE OPERATIONS
Best Buy has developed a standardized and detailed system for operating its stores. The system includes procedures for inventory management, transaction processing, customer relations, store administration and merchandise display. The Company's store operations are organized into three regions. Each region is divided into districts and is under the supervision of a senior vice president who oversees the operation through several regional managers, each of whom has responsibility for a number of districts within the region. District managers monitor store operations closely and meet
28

regularly with store managers to discuss merchandising and new product introductions, sales promotions, customer feedback and requests, store operating performance and other matters. Similar meetings are conducted at the corporate level with regional management. Each district also has a loss prevention manager, with product security controllers employed at each store to control inventory shrinkage. Advertising, pricing and inventory policies are controlled at corporate headquarters. The Company's training, consumer affairs, human resources and store merchandising functions are also centralized at corporate headquarters.
The Company's stores are open seven days and six evenings a week. A store is typically staffed by one manager, two or three assistant managers, and an average staff ranging from 70 to 140 persons depending on store size. Approximately 60% of a store's staff, which includes product specialists and a support staff of cashiers and customer service and stock handling employees, is employed on a part-time basis. Store managers are paid a salary and have the opportunity to earn bonuses if their stores exceed sales and gross margin quotas, meet certain budget criteria in controlling expenses, and achieve certain administrative goals.
The Company has an extensive in-house education program to train new employees, keep current employees informed of changes and modifications to its operating procedures and demonstrate new products. The training program includes classes for employees and the use of detailed store manuals and training video tapes produced in-house. Best Buy also provides its store personnel with in-store training in the demonstration and operation of the Company's merchandise, which is enhanced using tests that are administered through the Company's mainframe computer system. The Company also conducts an 11-week course of classroom instruction combined with on-the-job training for future management candidates. The Company's policy is to staff store management positions with personnel promoted from within each store and to staff new stores from its pool of trained managers. However, as Best Buy expands into new markets, it also recruits local management personnel who have valuable knowledge about the new market.
CREDIT POLICY
The Company has significantly expanded the use of special financing offers and considers them an important part of its marketing strategy. Generally, the special financing offers allow customers to defer all payments interest-free for 90 days or six months, depending on the price of the product, or to defer interest payments for one year on the purchase of selected products. Approximately 35% of store revenues are paid for in cash, with the remaining 65% paid for by either major credit cards or the Best Buy private label credit card. The special financing offers are provided to customers who qualify for Best Buy's private label credit card. The private label credit card allows these customers to obtain financing on purchases of merchandise at Best Buy stores through arrangements between the Company and independent banks and consumer credit programs. The Company is generally able to qualify a new customer for credit on the spot, typically in less than five minutes. Receivables from private label credit card sales are sold, without recourse to the Company, to unaffiliated third party institutions. The Company receives payment from these institutions within 2 to 3 days following the sale.
COMPETITION
Retailing in each of the Company's product categories is highly competitive. While overall consumer electronics sales have grown relatively slowly in recent years, the concentration of sales among the top retailers in the industry has increased significantly. The industry's consolidation has been evidenced in the last two years by the liquidation of Highland Superstores, the closing of 97 Silo stores in many of the markets where the Company competes and the closing of 110 McDuff/Video Concepts (owned by Tandy Corp.) stores in states such as Texas, Colorado and Missouri. The relatively slow sales growth is due to market saturation for many consumer electronics products and the general absence of new products in the market. In addition, the Company believes that consumers have become more knowledgeable and value conscious, thereby putting pressure on profit margins. Management believes
29

that its store format distinguishes the Company from most of its competitors by offering customers a friendlier and less pressured shopping experience. In addition, the Company competes by aggressively advertising and emphasizing product selection, low prices and service.
Best Buy competes in most of its markets against Sears and Montgomery Ward and in an increasing number of markets against Circuit City and Incredible Universe (owned by Tandy Corp.). It also competes against computer superstores such as Computer City (owned by Tandy Corp.) and CompUSA and entertainment software superstores operated by Musicland, Tower Records and Blockbuster Entertainment. Certain of these competitors have significantly greater financial resources than the Company. The Company also competes against independent dealers, discount stores, wholesale clubs, office products superstores and mass merchandisers. Over half of the Company's stores compete in markets with Circuit City. This percentage will increase in fiscal 1995 with the Company's entry into markets in the eastern, southeastern and western United States and with Circuit City's entry into the Minneapolis/St. Paul and Kansas City markets.
EMPLOYEES
As of August 27, 1994, the Company employed approximately 18,700 persons, of whom 9,500 were part-time employees. The Company has never experienced a strike or work stoppage, and management believes that its employee relations are good. There are currently no collective bargaining agreements covering any of the Company's employees.
PROPERTIES
The Company's stores, most of which are leased, include sales space, inventory storage, management offices and employee areas. All of the leases provide for a fixed minimum rent with scheduled escalation dates and amounts. Leases for 11 of the stores have a percentage rent provision equal to from .75% to 4% of gross sales at each location in excess of certain specified sales amounts. Currently, percentage rent is paid for only six stores. The initial terms of the leases range from 5 to 25 years and generally allow the Company to renew for up to three additional five-year terms. The terms of a majority of the leases, including renewal options, extend beyond the year 2020.
The Company leases a 425,000 square foot distribution center in Bloomington, Minnesota, and a 440,000 square foot distribution center in Ardmore, Oklahoma. In the current fiscal year, the Company has added a 700,000 square foot distribution center in Staunton, Virginia, a 310,000 square foot distribution center in Ontario, California, and a 240,000 square foot software distribution center in Edina, Minnesota. The Company also operates leased satellite warehouses for major appliances in all of its major markets and uses a satellite warehouse operated by a third party in Kansas City. The Company's corporate offices are located in a 260,000 square foot facility it owns in Eden Prairie, Minnesota.
30

MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Directors and Executive Officers of Best Buy are as follows:

                                                                                                                YEARS WITH
           NAME                 AGE      POSITION WITH COMPANY                                                    COMPANY
- --------------------------  -----------  -------------------------------------------------------------------  ---------------
Richard M. Schulze                  53   Founder, Chairman, Chief Executive Officer and Director (1)                    28
Bradbury H. Anderson                45   President, Chief Operating Officer and Director (1)                            21
Allen U. Lenzmeier                  51   Executive Vice President and Chief Financial Officer                           10
Lee H. Schoenfeld                   42   Senior Vice President -- Marketing                                             16
Randall K. Zanatta                  36   Senior Vice President -- Merchandising                                         14
Wade R. Fenn                        36   Senior Vice President -- Sales                                                 14
George S. Fouts                     56   Senior Vice President -- Sales                                                  8
Kenneth R. Weller                   46   Senior Vice President -- Sales                                                  1
Steven R. Anderson                  47   Senior Vice President -- MIS and Chief Information Officer                      7
Robert C. Fox                       44   Senior Vice President -- Finance and Treasurer                                  9
James P. Mixon                      50   Senior Vice President -- Distribution and Transportation                        *
Elliot S. Kaplan                    57   Secretary and Director (3)                                                     23
Frank D. Trestman                   60   Director (2) (3) (4)                                                           10
Culver Davis, Jr.                   55   Director (3) (4)                                                                8
David Stanley                       59   Director (2)                                                                    4
James C. Wetherbe                   46   Director (2) (4)                                                                1
- --------------
*    Less than one year

(1)  Member of Personnel Committee.

(2)  Member of Compensation Committee.

(3)  Member of Lease Committee.

(4)  Member of Audit Committee.	

RICHARD M. SCHULZE is a founder of the Company. He has served as an officer and director of the Company from its inception in 1966 and currently serves as its Chairman and Chief Executive Officer. As of August 27, 1994, Mr. Schulze beneficially owned 8,972,256 shares of the Company's Common Stock, or 21.1%, consisting of 8,367,566 outstanding shares; 316,848 outstanding shares registered in his name and held by him as custodian for the benefit of his children (Mr. Schulze has disclaimed beneficial ownership of such shares); 6,217 shares registered in the name of Wilmington Trust Company, and held by it as trustee of the Company's Retirement Savings Plan for the benefit of Mr. Schulze; and options granted to Mr. Schulze, available to exercise within 60 days, to purchase 281,625 shares.
BRADBURY H. ANDERSON has been the Company's President and Chief Operating Officer since April 1991, having served as Executive Vice President Marketing of the Company from February 1986. He has been employed in various other capacities with the Company since 1973, including retail salesperson, store manager and sales manager. Mr. Anderson has served as a director of the Company since August 1986.
ALLEN U. LENZMEIER was promoted to his present position in April 1991 after having served as Senior Vice President Finance and Operations and Treasurer of the Company from 1986. Mr. Lenzmeier joined the Company in 1984, and has also served as its Vice President Finance and Operations and Treasurer.
LEE H. SCHOENFELD was promoted to his present position in July 1993. Mr. Schoenfeld joined the Company in 1978 as a salesperson and has served most recently as Vice President -- Marketing.
31

RANDALL K. ZANATTA was promoted to his present position in April 1994. Mr. Zanatta joined the Company in 1980 as a salesperson and was promoted to store manager. He subsequently joined the Company's Marketing Department, becoming a Vice President -- Marketing in 1986.
WADE R. FENN was promoted to his present position in April 1991, having served as Regional Vice President of the Company from 1987. Mr. Fenn joined the Company in 1980 as a salesperson and has also been employed by the Company as a store and district manager.
GEORGE S. FOUTS was promoted to his present position in April 1991, having served as Regional Vice President of the Company from 1987. Mr. Fouts joined the Company in 1986 as Sales Manager after being employed by RCA Corporation for nineteen years, most recently as Vice President of RCA Sales Corporation.
KENNETH R. WELLER joined the Company in May 1993. Since 1986, he was Vice President of Sales in The Good Guys!, a San Francisco-based consumer electronics retailer where he had worked since 1982.
STEVEN R. ANDERSON was promoted to his present position in April 1994, after having served as Vice President -- MIS since July 1990. Mr. Anderson joined the Company in 1986 as Director of Management Information Systems.
ROBERT C. FOX was promoted to his present position in April 1994, after having served as Vice President -- Accounting since 1987 and Treasurer since 1993. Mr. Fox joined the Company in 1985 as Controller.
JAMES P. MIXON joined Best Buy in April 1994 as Senior Vice President -- Transportation and Distribution. Prior to joining the Company, Mr. Mixon held various distribution management positions with several national retailers, most recently with Marshalls Stores, Inc.
ELLIOT S. KAPLAN has served as a director and Secretary of the Company since 1971. Since 1961, Mr. Kaplan has been an attorney with the law firm of Robins, Kaplan, Miller & Ciresi, which serves as general counsel to the Company. Mr. Kaplan is also a director of American Business Information, Inc.
FRANK D. TRESTMAN has served as a director of the Company since December 1984. He is President of Trestman Enterprises, an investment and business development firm. He had been a consultant to McKesson Corporation and is the former Chairman of the Board and Chief Executive Officer of Mass Merchandisers, Inc., a distributor of nonfood products to retailers in the grocery business and a subsidiary of McKesson Corporation. Mr. Trestman is also a director of Insignia Systems, Inc.
CULVER DAVIS, JR. has served as a director of the Company since August 1986. He has been employed by CUB Foods, a warehouse style supermarket chain, since 1968, became its President and Chief Executive Officer in 1985, and since 1992 has been its Chairman and Chief Executive Officer.
DAVID STANLEY has been a director of the Company since August 1990. He is Chairman of the Board of Directors and Chief Executive Officer of Payless Cashways, Inc., a building materials specialty retailer, where he has been an officer since 1980. Mr. Stanley is also a director of Piper Jaffray Inc. and Digi International, Inc.
JAMES C. WETHERBE has served as a director of the Company since July 1993. He has been a professor at the University of Minnesota since 1980 and is currently Professor of Management Information Systems and Director of the University of Minnesota MIS Research Center. In addition, he has been Fedex Professor and Director of the Center for Cycle Time Research at the University of Memphis since August 1993.
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BEST BUY CAPITAL
Best Buy Capital is a special purpose limited partnership formed under the laws of the State of Delaware. All of its partnership interests (other than the Preferred Securities and any interests of any Special General Partner) are and will be beneficially owned directly or indirectly by Best Buy. Best Buy is the sole general partner in Best Buy Capital (in such capacity, the "General Partner"). Best Buy Financial Corporation, a Delaware corporation and a wholly-owned subsidiary of Best Buy ("Best Buy Financial"), initially will be the sole limited partner in Best Buy Capital. Upon issuance of the Preferred Securities, which securities represent limited partnership interests in Best Buy Capital, the holders of such Preferred Securities will become limited partners in Best Buy Capital and Best Buy Financial will withdraw as a limited partner. The General Partner will agree to contribute capital to the extent required to ensure that its capital contributions are equal to at least 21% of all capital contributed to Best Buy Capital. The General Partner will invest 99% of the total contributions in Best Buy Capital in the Subordinated Debentures and the remaining 1% in Eligible Investments as provided in the Amended and Restated Limited Partnership Agreement of Best Buy Capital (the "Limited Partnership Agreement"). Best Buy Capital will exist for a maximum term of 45 years, unless earlier dissolved. The Limited Partnership Agreement provides that the General Partner will have liability for the debts and obligations of Best Buy Capital (including tax obligations other than withholding taxes, but excluding obligations to holders of Preferred Securities in their capacities as holders, such obligations being separately guaranteed pursuant to the Guarantee). Under Delaware law, a limited partner in a Delaware limited partnership such as Best Buy Capital (i.e., a holder of the Preferred Securities) will not be personally liable for the debts, obligations and liabilities of such limited partnership, whether arising in contract, tort or otherwise, solely by reason of being a limited partner of such limited partnership (subject to any obligation such a holder may have to repay any funds that may have been wrongfully distributed to it). All of Best Buy Capital's business and affairs will be conducted by the General Partner. The location of the principal executive offices of the General Partner is 7075 Flying Cloud Drive, Eden Prairie, Minnesota 55344, telephone number (612) 947-2000. Best Buy Capital exists for the purpose of issuing the Preferred Securities and investing the proceeds thereof, together with substantially all of the capital contributed by the General Partner, in the Subordinated Debentures.
DESCRIPTION OF SECURITIES OFFERED
The securities offered hereby are % Convertible Monthly Income Preferred Securities of Best Buy Capital with a liquidation preference of $50 per security. The Preferred Securities are convertible at any time prior to the Conversion Expiration Date, at the option of the holder and in the manner described herein, into shares of Best Buy Common Stock at an initial conversion rate of shares of Best Buy Common Stock for each Preferred Security (equivalent to a conversion price of $ per share of Best Buy Common Stock), subject to adjustment in certain circumstances. The Preferred Securities are guaranteed, to the extent described herein, by Best Buy as to dividends, the Redemption Price and cash and other distributions payable on liquidation. In certain circumstances, the holders of a majority of the aggregate liquidation preference of the Preferred Securities then outstanding can direct the Conversion Agent to exchange all of the Preferred Securities for all of the Subordinated Debentures and immediately thereafter to exchange the Subordinated Debentures, on behalf of such holders, for Depositary Shares, each representing a 1/100th interest in a share of Best Buy Series A Preferred Stock.
The following is a description of the material terms of the Preferred Securities; the Best Buy Series A Preferred Stock and the Depositary Shares representing such stock for which the Preferred Securities may be exchanged; the Guarantee pursuant to which Best Buy will guarantee, to the extent described therein, certain payments with respect to the Preferred Securities; the Subordinated Debentures and the Indenture pursuant to which the Subordinated Debentures will be issued (the "Indenture"); and the Best Buy Common Stock into which the Preferred Securities may be converted.
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PREFERRED SECURITIES
THE FOLLOWING SUMMARY OF THE PRINCIPAL TERMS AND PROVISIONS OF THE PREFERRED SECURITIES DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO, AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, THE LIMITED PARTNERSHIP AGREEMENT, A COPY OF WHICH IS FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
GENERAL
All of the partnership interests in Best Buy Capital other than the Preferred Securities offered hereby (and any interests of any Special General Partner) will be owned directly by Best Buy at all times while the Preferred Securities are outstanding. The Limited Partnership Agreement authorizes and creates the Preferred Securities, which represent limited partnership interests in Best Buy Capital. The limited partnership interests represented by the Preferred Securities will have a preference with respect to cash distributions and amounts payable on liquidation and redemption over the other partnership interests in Best Buy Capital. The Limited Partnership Agreement does not permit the issuance of other partnership interests without the prior approval of holders of not less than 66 2/3% of the aggregate liquidation preference of the Preferred Securities then outstanding.
Holders of Preferred Securities will have no preemptive rights.
Holders of the Preferred Securities will not have the right to remove or replace the General Partner.
DIVIDENDS
Holders of the Preferred Securities will be entitled to receive cumulative cash distributions from Best Buy Capital, accruing from the date of original issuance and payable monthly in arrears on the last day of each calendar month of each year, commencing , 1994 ("dividends"). The dividends payable on each Preferred Security will be fixed at a rate per annum of $ , or % of the liquidation preference of $50. The amount of dividends payable for any period will be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full month, will be computed on the basis of the actual number of days elapsed in such period. Payment of dividends is limited to the funds held by Best Buy Capital and legally available for distribution. See "- Description of the Subordinated Debentures - Interest" and "- Description of the Guarantee - General."
Dividends on the Preferred Securities must be declared monthly and paid on the last day of each calendar month to the extent that Best Buy Capital has funds legally available for the payment of such dividends and cash on hand sufficient to make such payments. It is anticipated that Best Buy Capital's funds will be limited principally to payments received under the Subordinated Debentures in which Best Buy Capital will invest the proceeds from this Offering. If Best Buy fails to make interest payments on the Subordinated Debentures, Best Buy Capital would not have sufficient funds to pay dividends on the Preferred Securities. The payment of dividends (if and to the extent declared) is guaranteed by Best Buy as and to the extent set forth under "Description of the Guarantee." The Guarantee is a full and unconditional guarantee from the time of its issuance, but does not apply to any payment of dividends unless and until such dividends are declared. See "- Description of the Subordinated Debentures."
Best Buy has the right under the Subordinated Debentures to extend, from time to time, the interest payment periods on the Subordinated Debentures for up to 60 months. Monthly dividends on the Preferred Securities would be deferred (but Additional Dividends would continue to accrue monthly) by Best Buy Capital during any such extended interest payment period. See "Investment Considerations
- - Option to Extend Payment Periods," "- Additional Dividends" and "- Description of the Subordinated Debentures - Option to Extend Interest Payment Period." The failure of holders of Preferred Securities to receive dividends in full for 15 consecutive months would trigger the right of holders of a majority of the aggregate liquidation preference of the Preferred Securities then outstanding, voting as a class at a special partnership meeting called for such purpose or by written consent, to direct the conversion and exchange agent for the Preferred Securities (the "Conversion Agent") to exchange all of the Preferred Securities then outstanding for all Subordinated Debentures then outstanding, and immediately thereafter, to exchange the Subordinated Debentures, on behalf of the holders, for Depository Shares, each
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representing 1/100th of a share of Best Buy Series A Preferred Stock, at the Exchange Price. "Exchange Price" means one Depositary Share for each $50 principal amount of Subordinated Debentures (which rate of exchange is equivalent to each of (i) one Depositary Share for each Preferred Security, (ii) one share of Best Buy Series A Preferred Stock for each $5,000 principal amount of Subordinated Debentures and (iii) one share of Best Buy Series A Preferred Stock for each 100 Preferred Securities). See "- Optional Exchange for Depositary Shares."
Dividends declared on the Preferred Securities will be payable to the holders thereof as they appear on the books and records of Best Buy Capital on the relevant record dates, which will be one Business Day (as defined below) prior to the relevant payment dates. Subject to any applicable laws and regulations and the Limited Partnership Agreement, each such payment will be made as described under "- Book-Entry-Only Issuance - The Depository Trust Company" below. In the event that any date on which dividends are payable on the Preferred Securities is not a Business Day, then payment of the dividend payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay). If such Business Day is in the next succeeding calendar year, however, the payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. A "Business Day" means any day other than a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.
Certain covenants under the indenture for Best Buy's 8 5/8% Senior Subordinated Notes due 2000 may restrict the amount of dividends on the Preferred Securities that may be declared by Best Buy Capital. Monthly dividends declared by Best Buy Capital, which are guaranteed by Best Buy, will until paid constitute debt of Best Buy for purposes of this indenture, the incurrence of which is subject to a limitation on consolidated indebtedness of Best Buy. In general, under this limitation Best Buy may not incur debt unless it maintains a minimum ratio of consolidated cash flow available for fixed charges to the sum of consolidated interest expense and one-third of operating lease payments ("consolidated cash flow ratio") on a pro forma basis of 2:1 for four full fiscal quarters preceding the incurrence of such debt. Best Buy's consolidated cash flow ratio for the four fiscal quarters ended August 27, 1994, was 2.92:1.
ADDITIONAL DIVIDENDS
Best Buy Capital shall be required to declare and pay additional dividends on the Preferred Securities upon any dividend arrearages in respect of the Preferred Securities in order to provide, in effect, monthly compounding on such dividend arrearages. (The amounts payable to effect such monthly compounding on dividend arrearages in respect of the Preferred Securities being referred to herein as "Additional Dividends").
CERTAIN RESTRICTIONS ON BEST BUY CAPITAL
If accumulated and unpaid dividends have not been paid in full on the Preferred Securities, Best Buy Capital may not:
(i) pay, or declare and set aside for payment, any dividends on any other partnership interests; or
(ii) redeem, purchase, or otherwise acquire any other partnership interests;
until, in each case, such time as all accumulated and unpaid dividends on all of the Preferred Securities shall have been paid in full for all dividend periods terminating on or prior to the date of such payment or the date of such redemption, purchase, or acquisition, as the case may be.
If accumulated and unpaid dividends have been paid in full on the Preferred Securities for all prior whole dividend periods, then holders of Preferred Securities will not be entitled to receive or share in any dividends paid, declared or set aside for payment on any other partnership interest in Best Buy Capital.
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CONVERSION RIGHTS
GENERAL. The Preferred Securities will be convertible at any time prior to the Conversion Expiration Date, at the option of the holder thereof and in the manner described below, into shares of Best Buy Common Stock at an initial conversion rate of shares of Best Buy Common Stock for each Preferred Security (equivalent to a conversion price of $ per share of Best Buy Common Stock), subject to adjustment as described under "- Conversion Price Adjustments" below. A holder of a Preferred Security wishing to exercise its conversion right shall surrender such Preferred Security, together with an irrevocable conversion notice, to the Conversion Agent which shall, on behalf of such holder, exchange the Preferred Security for a portion of the Subordinated Debentures and immediately convert such Subordinated Debentures into Best Buy Common Stock. Conversion rights will terminate at the close of business on the Conversion Expiration Date.
Holders of Preferred Securities at the close of business on a dividend payment record date will be entitled to receive the dividend payable on such securities on the corresponding dividend payment date notwithstanding the conversion of such Preferred Securities following such dividend payment record date. Except as provided in the immediately preceding sentence, Best Buy Capital will make no payment or allowance for accumulated and unpaid dividends, whether or not in arrears, on converted Preferred Securities. Best Buy will make no payment or allowance for dividends on the shares of Best Buy Common Stock issued upon such conversion. Each conversion will be deemed to have been effected immediately prior to the close of business on the day on which notice was received by Best Buy Capital.
No fractional shares of Best Buy Common Stock will be issued as a result of conversion, but in lieu thereof such fractional interest will be paid in cash.
EXPIRATION OF CONVERSION RIGHTS. On and after , 1997, and provided that Best Buy Capital is current in the payment of dividends on the Preferred Securities, Best Buy Capital may, at its option, cause the conversion rights of holders of Preferred Securities to expire. Best Buy Capital may exercise this option only if for 20 trading days within any period of 30 consecutive trading days, including the last trading day of such period, the last sale price of Best Buy Common Stock, as reported on the NYSE Composite Transaction Tape, exceeds 120% of the conversion price of the Preferred Securities, subject to adjustment in certain circumstances. In order to exercise its conversion expiration option, Best Buy Capital must issue a press release announcing the Conversion Expiration Date prior to the opening of business on the second trading day after a period in which the condition in the preceding sentence has been met, but in no event prior to , 1997.
Notice of the expiration of conversion rights will be given by mail to the holders of the Preferred Securities not more than four business days after Best Buy Capital issues the press release. The Conversion Expiration Date will be a date selected by Best Buy Capital not less than 30 nor more than 60 days after the date on which Best Buy Capital issues the press release announcing its intention to terminate conversion rights of Preferred Security holders. In the event that Best Buy Capital does not exercise its conversion expiration option, the Conversion Expiration Date will be the earlier of the date of an Exchange Election referred to below under "- Optional Exchange for Depositary Shares," and two business days preceding the date set for mandatory redemption of the Preferred Securities.
CONVERSION PRICE ADJUSTMENTS - GENERAL. The conversion price will be subject to adjustment in certain events including, without duplication: (i) the payment of dividends (and other distributions) payable in Best Buy Common Stock on any class of capital stock of Best Buy; (ii) the issuance to all holders of Best Buy Common Stock of rights or warrants entitling holders of such rights or warrants to subscribe for or purchase Best Buy Common Stock at less than the current market price; (iii) subdivisions and combinations of Best Buy Common Stock; (iv) the payment of dividends (and other distributions) to all holders of Best Buy Common Stock consisting of evidences of indebtedness of Best Buy, securities or capital stock, cash, or assets (including securities, but excluding those rights, warrants, dividends, and distributions referred to in clause (iii) and dividends and distributions paid exclusively in cash); (v) the payment of dividends (and other distributions) on Best Buy Common Stock paid exclusively in cash, excluding (A) cash dividends that do not exceed the per share amount of the
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immediately preceding regular cash dividend (as adjusted to reflect any of the events referred to in clauses (i) through (vi) of this sentence), or (B) cash dividends if the annualized per share amount thereof does not exceed 15% of the last sale price of Best Buy Common Stock, as reported on the NYSE Composite Transaction Tape, on the trading day immediately preceding the date of declaration of such dividend; and (vi) payment in respect of a tender or exchange offer (other than an odd-lot offer) by Best Buy or any subsidiary of Best Buy for Best Buy Common Stock in excess of 10% of the current market price of Best Buy Common Stock on the trading day next succeeding the last date tenders or exchanges may be made pursuant to such tender or exchange offer.
Best Buy from time to time may reduce the conversion price by any amount selected by Best Buy for any period of at least 20 days, in which case Best Buy shall give at least 15 days' notice of such reduction. Best Buy may, at its option, make such reductions in the conversion price, in addition to those set forth above, as the Board of Directors deems advisable to avoid or diminish any income tax to holders of Best Buy Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. See "Certain Federal Income Tax Considerations - Adjustment of Conversion Price."
No adjustment of the conversion price will be made upon the issuance of any shares of Best Buy Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of Best Buy and the investment of additional optional amounts in shares of Best Buy Common Stock under any such plan, or the issuance of any shares of Best Buy Common Stock or options or rights to purchase such shares pursuant to any present or future employee benefit plan or program of Best Buy or pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Preferred Securities were first designated. There shall also be no adjustment of the conversion price in case of the issuance of any Best Buy Common Stock (or securities convertible into or exchangeable for Best Buy Common Stock), except as specifically described above. If any action would require adjustment of the conversion price pursuant to more than one of the anti-dilution provisions, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to holders of the Preferred Securities. No adjustment in the conversion price will be required unless such adjustment would require an increase or decrease of at least 1% of the conversion price, but any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment.
CONVERSION PRICE ADJUSTMENTS - MERGER, CONSOLIDATION OR SALE OF ASSETS OF BEST BUY. In the event that Best Buy is a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the assets of Best Buy, recapitalization or reclassification of Best Buy Common Stock or any compulsory share exchange (each of the foregoing being referred to as a "Transaction")), in each case, as a result of which shares of Best Buy Common Stock shall be converted into the right (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (as defined below), to receive securities, cash or other property, each Preferred Security shall thereafter be convertible into the kind and amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Best Buy Common Stock into which a Preferred Security was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, to receive common stock of the kind received by holders of Best Buy Common Stock (but in each case after giving effect to any adjustment discussed below relating to a Fundamental Change if such Transaction constitutes a Fundamental Change).
If any Fundamental Change occurs, then the conversion price in effect will be adjusted immediately after such Fundamental Change as described below. In addition, in the event of a Common Stock Fundamental Change, each Preferred Security shall be convertible solely into common stock of the kind received by holders of Best Buy Common Stock as a result of such Common Stock Fundamental Change.
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The conversion price in the case of any transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change (as defined below), the conversion price of the Preferred Security will thereupon become the lower of (A) the conversion price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments, and (B) the result obtained by multiplying the greater of the Applicable Price (as defined below) or the then applicable Reference Market Price (as defined below) by a fraction of which the numerator will be $50 and the denominator will be an amount per Preferred Security determined by the General Partner in its sole discretion, after consultation with an investment banking firm, to be the equivalent of the hypothetical redemption price that would have been applicable if the Preferred Securities had been redeemable during such period; and
(ii) in the case of a Common Stock Fundamental Change, the conversion price of the Preferred Securities in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments, will thereupon be adjusted by multiplying such conversion price by a fraction of which the numerator will be the Purchaser Stock Price (as defined below) and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Best Buy Common Stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of the Best Buy Common Stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the conversion price of the Preferred Securities in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such conversion price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of Best Buy Common Stock as a result of such Common Stock Fundamental Change.
In the absence of the Fundamental Change provisions, in the case of a Transaction each Preferred Security would become convertible into the securities, cash, or property receivable by a holder of the number of shares of Best Buy Common Stock into which such Preferred Security was convertible immediately prior to such Transaction. This change could substantially lessen or eliminate the value of the conversion privilege associated with the Preferred Securities. For example, if Best Buy were acquired in a cash merger, each Preferred Security would become convertible solely into cash and would no longer be convertible into securities whose value would vary depending on the future prospects of Best Buy and other factors.
The foregoing conversion price adjustments are designed, in "Fundamental Change" transactions where all or substantially all the Best Buy Common Stock is converted into securities, cash, or property and not more than 50% of the value received by the holders of Best Buy Common Stock consists of stock listed or admitted for listing subject to notice of issuance on a national securities exchange or quoted on the National Market System of the National Association of Securities Dealers, Inc. (a "Non-Stock Fundamental Change," as defined below), to increase the securities, cash, or property into which each Preferred Security is convertible.
In a Non-Stock Fundamental Change transaction where the initial value received per share of Best Buy Common Stock (measured as described in the definition of Applicable Price below) is lower than the then applicable conversion price of a Preferred Security but greater than or equal to the "Reference Market Price" (initially $ but subject to adjustment in certain events as described below), the conversion price will be adjusted as described above with the effect that each Preferred Security will be convertible into securities, cash or property of the same type received by the holders of Best Buy Common Stock in the transaction but in an amount per Preferred Security determined by Best Buy in its
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sole discretion, after consultation with an investment banking firm, to be the equivalent of the hypothetical redemption price that would have been applicable if the Preferred Securities had been redeemable during such period.
In a Non-Stock Fundamental Change transaction where the initial value received per share of Best Buy Common Stock (measured as described in the definition of Applicable Price) is lower than both the Applicable Conversion Price of a Preferred Security and the Reference Market Price, the conversion price will be adjusted as described above but calculated as though such initial value had been the Reference Market Price.
In a Fundamental Change transaction where all or substantially all the Best Buy Common Stock is converted into securities, cash, or property and more than 50% of the value received by the holders of Best Buy Common Stock consists of listed or National Market System traded common stock (a "Common Stock Fundamental Change," as defined below), the foregoing adjustments are designed to provide in effect that (a) where Best Buy Common Stock is converted partly into such common stock and partly into other securities, cash, or property, each Preferred Security will be convertible solely into a number of shares of such common stock determined so that the initial value of such shares (measured as described in the definition of "Purchaser Stock Price" below) equals the value of the shares of Best Buy Common Stock into which such Preferred Security was convertible immediately before the transaction (measured as aforesaid) and (b) where Best Buy Common Stock is converted solely into such common stock, each Preferred Security will be convertible into the same number of shares of such common stock receivable by a holder of the number of shares of Best Buy Common Stock into which such Preferred Security was convertible immediately before such transaction.
The term "Applicable Price" means (i) in the case of a Non-Stock Fundamental Change in which the holders of the Best Buy Common Stock receive only cash, the amount of cash received by the holder of one share of Best Buy Common Stock and
(ii) in the event of any other Non-Stock Fundamental Change or any Common Stock Fundamental Change, the average of the Closing Prices for the Best Buy Common Stock during the ten trading days prior to and including the record date for the determination of the holders of Best Buy Common Stock entitled to receive such securities, cash, or other property in connection with such Non-Stock Fundamental Change or Common Stock Fundamental Change or, if there is no such record date, the date upon which the holders of the Best Buy Common Stock shall have the right to receive such securities, cash, or other property (such record date or distribution date being hereinafter referred to as the "Entitlement Date"), in each case as adjusted in good faith by Best Buy to appropriately reflect any of the events referred to in clauses (i) through (vi) of the first paragraph of this subsection.
The term "Closing Price" means on any day the reported last sales price on such day or in case no sale takes place on such day, the average of the reported closing bid and asked prices in each case on the NYSE Composite Transaction Tape or, if the stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which such stock is listed or admitted to trading or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices as furnished by any NYSE member firm, selected by the General Partner for that purpose.
The term "Common Stock Fundamental Change" means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of Best Buy) of the consideration received by holders of Best Buy Common Stock consists of common stock that for each of the ten consecutive trading days prior to the Entitlement Date has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on the National Market System of the National Association of Securities Dealers, Inc.; provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) Best Buy continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Securities continue to exist as outstanding Preferred Securities or
(ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Securities are converted into or exchanged for shares
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of convertible preferred stock of an entity succeeding to the business of Best Buy, which convertible preferred stock has powers, preferences, and relative, participating, optional, or other rights, and qualifications, limitations, and restrictions, substantially similar to those of the Preferred Securities.
The term "Fundamental Change" means the occurrence of any transaction or event in connection with a plan pursuant to which all or substantially all of the Best Buy Common Stock shall be exchanged for, converted into, acquired for, or constitute solely the right to receive securities, cash, or other property (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization, or otherwise), provided, that, in the case of a plan involving more than one such transaction or event, for purposes of adjustment of the conversion price, such Fundamental Change shall be deemed to have occurred when substantially all of the Best Buy Common Stock shall be exchanged for, converted into, or acquired for or constitute solely the right to receive securities, cash, or other property, but the adjustment shall be based upon the highest weighted average per share consideration that a holder of Best Buy Common Stock could have received in such transaction or event as a result of which more than 50% of the Best Buy Common Stock shall have been exchanged for, converted into, or acquired for or constitute solely the right to receive securities, cash, or other property.
The term "Non-Stock Fundamental Change" means any Fundamental Change other than a Common Stock Fundamental Change.
The term "Purchaser Stock Price" means, with respect to any Common Stock Fundamental Change, the average of the Closing Prices for the common stock received in such Common Stock Fundamental Change for the ten consecutive trading days prior to and including the Entitlement Date, as adjusted in good faith by Best Buy to appropriately reflect any of the events referred to in clauses (i) through (vi) of the first paragraph of this subsection.
The term "Reference Market Price" shall initially mean $ (which is an amount equal to 66 2/3% of the reported last sale price for the Best Buy Common Stock on the NYSE Composite Transaction Tape on , 1994), and in the event of any adjustment to the conversion price other than as a result of a Non-Stock Fundamental Change, the Reference Market Price shall also be adjusted so that the ratio of the Reference Market Price to the conversion price after giving effect to any such adjustment shall always be the same as the ratio of $ to the initial conversion price of the Preferred Securities.
OPTIONAL EXCHANGE FOR DEPOSITARY SHARES
Upon the occurrence of an Exchange Event (as defined below), the holders of a majority of the aggregate liquidation preference of Preferred Securities then outstanding, voting as a class at a special partnership meeting called for such purpose or by written consent, may, at their option, direct the Conversion Agent to exchange all (but not less than all) of the Preferred Securities for all (but not less than all) of the Subordinated Debentures and to immediately exchange the Subordinated Debentures, on behalf of such holders, for Depositary Shares, each representing ownership of 1/100th of a share of Best Buy Series A Preferred Stock at the Exchange Price.
Each Depositary Share will entitle the holder thereof to all proportional rights and preferences of the Best Buy Series A Preferred Stock (including dividend, voting, conversion, redemption and liquidation rights and preferences). The Best Buy Series A Preferred Stock issued upon any such exchange will have terms substantially similar to the terms of the Preferred Securities (adjusted proportionately per Depositary Share), except that, among other things, the holders of Best Buy Series A Preferred Stock will have the right to elect two additional directors of Best Buy whenever dividends on the Best Buy Series A Preferred Stock are in arrears for 18 months (including for this purpose any arrearage with respect to the Preferred Securities) and will not be subject to mandatory redemption. See "- Description of Best Buy Series A Preferred Stock" and "- Description of Depositary Shares." The terms of the Best Buy Series A Preferred Stock provide that all accumulated and unpaid dividends (including any Additional Dividends) on the Preferred Securities that are not paid at the time of making an Exchange Election shall be treated as accumulated and unpaid dividends on the Best Buy Series A Preferred Stock. See "- Description of
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the Guarantee." For a discussion of the taxation of such an exchange to holders, including the possibility that holders who exchange their Preferred Securities for Depositary Shares representing Best Buy Series A Preferred Stock may be subject to additional income tax to the extent accrued but unpaid interest on the Subordinated Debentures is converted into accumulated and unpaid dividends on the Best Buy Series A Preferred Stock represented by the Depositary Shares received in exchange for the Preferred Securities, see "Certain Federal Income Tax Considerations - Exchange of Preferred Securities for Depositary Shares."
The failure of holders of Preferred Securities to receive, for 15 consecutive months, the full amount of dividend payments on the Preferred Securities, will constitute an "Exchange Event". As soon as practicable, but in no event later than 30 days after the occurrence of an Exchange Event, the General Partner will convene a meeting of the holders of Preferred Securities (an "Exchange Election Meeting") for the purpose of acting on the matter of whether to cause the Conversion Agent to exchange all Preferred Securities then outstanding for Depositary Shares representing Best Buy Series A Preferred Stock in the manner described above. If the General Partner fails to convene such Exchange Election Meeting within such 30-day period, the holders of at least 10% of the outstanding Preferred Securities will be entitled to convene such Exchange Election Meeting. Upon the affirmative vote of the holders of Preferred Securities representing not less than a majority of the aggregate liquidation preference of the Preferred Securities then outstanding at an Exchange Election Meeting or, in the absence of such meeting, upon receipt by Best Buy Capital of written consents signed by the holders of a majority of the aggregate liquidation preference of the outstanding Preferred Securities, an election to exchange all outstanding Preferred Securities on the basis described above (an "Exchange Election") will be deemed to have been made.
Holders of Preferred Securities, by purchasing such Preferred Securities, will be deemed to have agreed to be bound by these optional exchange provisions in regard to the exchange of such Preferred Securities for Depositary Shares representing Best Buy Series A Preferred Stock on the terms described above.
REDEMPTION
If at any time following the Conversion Expiration Date, less than 5% of the Preferred Securities offered hereby remain outstanding, such Preferred Securities shall be redeemable at the option of Best Buy Capital at a redemption price of $50 per Preferred Security together with accumulated and unpaid dividends (whether or not earned or declared) (the "Redemption Price"). In addition, the Preferred Securities are subject to mandatory redemption by Best Buy Capital on the 30th anniversary of the date of original issuance at the Redemption Price.
Upon repayment by Best Buy of the Subordinated Debentures, including as a result of the acceleration of the Subordinated Debentures upon the occurrence of an "Event of Default" described under "Description of Securities Offered - Description of the Subordinated Debentures - Events of Default," the proceeds from such repayment will be applied to redeem the Preferred Securities at the Redemption Price.
LIQUIDATION RIGHTS
In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of Best Buy Capital, the holders of Preferred Securities at the time outstanding will be entitled to receive a liquidation preference of $50 per Preferred Security plus all accumulated and unpaid dividends (whether or not earned or declared), including any Additional Dividends thereon, to the date of payment (the "Liquidation Distribution") out of the assets of Best Buy Capital legally available for distribution to partners prior to any distribution by Best Buy Capital on its other partnership interests.
If, upon any liquidation of Best Buy Capital, the holders of Preferred Securities are paid in full the aggregate Liquidation Distribution to which they are entitled, then such holders will not be entitled to receive or share in any other assets of Best Buy Capital thereafter available for distribution to any other holders of partnership interests in Best Buy Capital.
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Pursuant to the Limited Partnership Agreement, Best Buy Capital shall be dissolved and its affairs shall be wound up upon the earliest to occur of: (i) the expiration of the term of Best Buy Capital; (ii) any bankruptcy, dissolution or insolvency of the General Partner; (iii) upon the entry of a decree of a judicial dissolution; or (iv) upon the written consent of all partners of Best Buy Capital.
MERGER, CONSOLIDATION OR SALE OF ASSETS OF BEST BUY CAPITAL
The General Partner is authorized and directed to conduct its affairs and to operate Best Buy Capital in such a way that Best Buy Capital will not be deemed to be an "investment company" required to be registered under the Investment Company Act of 1940 (the "1940 Act") or taxed as a corporation for federal income tax purposes and so that the Subordinated Debentures will be treated as indebtedness of Best Buy for federal income tax purposes. In this connection, the General Partner is authorized to take any action not inconsistent with applicable law, the Certificate of Limited Partnership of Best Buy Capital or the Limited Partnership Agreement that does not adversely affect the interests of the holders of the Preferred Securities and that the General Partner determines in its discretion to be necessary or desirable for such purposes.
Best Buy Capital may not consolidate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any entity, except as described below. Best Buy Capital may, for purposes of changing its state of domicile in order to avoid federal income tax or 1940 Act consequences adverse to Best Buy or Best Buy Capital or to the holders of the Preferred Securities, without the consent of the holders of the Preferred Securities, consolidate, merge with or into, or be replaced by a limited partnership or trust organized as such under the laws of any state of the United States of America; provided, that (i) such successor entity either
(x) expressly assumes all of the obligations of Best Buy Capital under the Preferred Securities or (y) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank, with respect to participation in the profits or assets of the successor entity, at least as high as the Preferred Securities rank with respect to participation in the profits or assets of Best Buy Capital, (ii) Best Buy expressly acknowledges such successor entity as the holder of the Subordinated Debentures, (iii) such merger, consolidation, or replacement does not cause the Preferred Securities (or any Successor Securities) to be delisted by any national securities exchange or other organization on which the Preferred Securities are then listed, (iv) such merger, consolidation or replacement does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation or replacement does not adversely affect the powers, preferences and other special rights of the holders of the Preferred Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the holders' interest in the new entity), (vi) prior to such merger, consolidation or replacement Best Buy has received an opinion of nationally recognized independent counsel to Best Buy Capital experienced in such matters to the effect that (x) such successor entity will be treated as a partnership for federal income tax purposes, (y) following such merger, consolidation or replacement, Best Buy and such successor entity will be in compliance with the 1940 Act without registering thereunder as an investment company and (z) such merger, consolidation or replacement will not adversely affect the limited liability of the holders of the Preferred Securities.
VOTING RIGHTS
Except as provided below and under "- Description of the Guarantee - Amendments and Assignment" and as otherwise required by law and the Limited Partnership Agreement, the holders of the Preferred Securities will have no voting rights.
If (i) Best Buy Capital fails to pay dividends in full on the Preferred Securities for 15 consecutive months (other than as a result of a determination by Best Buy to defer interest payments on the Subordinated Debentures as described under "Description of Securities Offered - Description of the Subordinated Debentures - Option to Extend Interest Payment Period"); (ii) an Event of Default (as defined under "Description of Securities Offered - Description of the Subordinated Debentures - Events of Default") occurs and is continuing with respect to the Subordinated Debentures; or (iii) Best Buy is in
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default under any of its payment obligations under the Guarantee (as described under "- Description of the Guarantee"), then the holders of the Preferred Securities will be entitled to appoint and authorize a special general partner (a "Special General Partner") to enforce Best Buy Capital's rights under the Subordinated Debentures, enforce the rights of the holders of Preferred Securities under the Guarantee and declare dividends on the Preferred Securities. For purposes of determining whether Best Buy Capital has failed to pay dividends in full for 15 consecutive months, dividends shall be deemed to remain in arrears, notwithstanding any partial payments in respect thereof, until all accumulated and unpaid dividends have been or contemporaneously are paid. Not later than 30 days after such right to appoint a Special General Partner arises, the General Partner will convene a meeting to elect a Special General Partner. If the General Partner fails to convene such meeting within such 30-day period, the holders of 10% of the aggregate liquidation preference of the Preferred Securities then outstanding will be entitled to convene such meeting. In the event that, at any such meeting, holders of less than a majority in aggregate liquidation preference of Preferred Securities entitled to vote for the appointment of a Special General Partner vote for such appointment, no Special General Partner shall be appointed. Any Special General Partner so appointed shall vacate office immediately if Best Buy Capital (or Best Buy pursuant to the Guarantee) shall have paid in full all accumulated and unpaid dividends on the Preferred Securities or such Event of Default or default, as the case may be, shall have been cured. Notwithstanding the appointment of any such Special General Partner, Best Buy will retain all rights as obligor under the Subordinated Debentures, including the right to extend the interest payment period as provided under "- Description of the Subordinated Debentures - Option to Extend Interest Payment Period," and any such extension would not constitute a default under the Indenture or enable a holder of Preferred Securities to require the payment of a dividend that has not theretofor been declared.
If any proposed amendment to the Limited Partnership Agreement provides for, or the General Partner otherwise proposes to effect, (x) any action that would materially adversely affect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Limited Partnership Agreement or otherwise (including, without limitation, the authorization or issuance of any additional limited partnership interests in Best Buy Capital), or (y) the dissolution, winding-up or termination of Best Buy Capital (other than in connection with the exchange of Depositary Shares representing Best Buy Series A Preferred Stock for Preferred Securities upon the occurrence of an Exchange Event or as described under "- Merger, Consolidation or Sale of Assets of Best Buy Capital"), then the holders of outstanding Preferred Securities will be entitled to vote on such amendment or action of the General Partner (but not on any other amendment or action), and such amendment or action shall not be effective except with the approval of the holders of at least 66 2/3% or more of the aggregate liquidation preference of the Preferred Securities then outstanding; provided, however, that no such approval shall be required if the dissolution, winding-up or termination of Best Buy Capital is proposed or initiated pursuant to the Limited Partnership Agreement.
The rights attached to the Preferred Securities will be deemed to be materially adversely affected by the creation or issue of, and a vote of the holders of Preferred Securities will be required for the creation or issue of, any partnership interests in Best Buy Capital other than the interests represented by the Preferred Securities, the interests of the General Partner and the interests of any Special General Partner.
So long as any Subordinated Debentures are held by Best Buy Capital, the General Partner shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Special General Partner (as defined under "Description of Securities Offered - Description of the Subordinated Debentures"), or exercising any trust or power conferred on the Special General Partner with respect to the Subordinated Debentures, (ii) waive any past default, which is waivable under the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable, (iv) consent to any amendment, modification or termination of the Subordinated Debentures or of the Indenture without, in each case, obtaining the prior approval of the holders of at least 66% or more of the aggregate liquidation preference of the Preferred Securities then outstanding, provided, however, that where a consent under the Subordinated Debentures would require the consent of each holder affected thereby, no such consent shall be given by the General
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Partner without the prior consent of each holder of the Preferred Securities. The General Partner shall not revoke any action previously authorized or approved by a vote of Preferred Securities, without the approval of the holders of Preferred Securities representing 66 2/3% or more of the aggregate liquidation preference of the Preferred Securities then outstanding. The General Partner shall notify all holders of Preferred Securities of any notice of default received from the Trustee with respect to the Subordinated Debentures.
Any required approval of holders of Preferred Securities may be given at a meeting of such holders convened for such purpose or pursuant to written consent. Best Buy Capital will cause a notice of any meeting at which holders of Preferred Securities are entitled to vote, or of any matter upon which action by written consent of such holders is to be taken, to be mailed to each holder of record of Preferred Securities. Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any matter on which such holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.
BOOK-ENTRY-ONLY ISSUANCE - THE DEPOSITORY TRUST COMPANY
DTC will act as securities depository for the Preferred Securities. The information in this section concerning DTC and DTC's book-entry system is based upon information obtained from DTC. The Preferred Securities will be issued only as fully-registered securities registered in the name of Cede & Co. (as nominee for DTC). One or more fully-registered global Preferred Security certificates will be issued, representing in the aggregate the total number of Preferred Securities, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations ("Direct Participants"). Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants").
Purchases of Preferred Securities within the DTC system must be made by or through Direct Participants, which will receive a credit for the Preferred Securities on DTC's records. The ownership interest of each actual purchaser of a Preferred Security ("Beneficial Owner") is in turn to be recorded on the Direct or Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchases, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners purchased Preferred Securities. Transfers of ownership interests in Preferred Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Preferred Securities, except upon a resignation of DTC, upon the occurrence of an Event of Default under the Subordinated Debentures or upon a decision by Best Buy Capital to discontinue the book-entry system for the Preferred Securities.
DTC has no knowledge of the actual Beneficial Owners of the Preferred Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Preferred Securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.
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Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices with respect to the Preferred Securities shall be sent to Cede & Co.
Although voting with respect to the Preferred Securities is limited, in those cases where a vote is required, neither DTC nor Cede & Co. will itself consent or vote with respect to Preferred Securities. Under its usual procedures, DTC would mail an Omnibus Proxy to Best Buy Capital as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Preferred Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Dividend payments on the Preferred Securities will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the relevant payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payments on such payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices and will be the responsibility of such Participant and not of DTC, Best Buy Capital or Best Buy, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of dividends to DTC is the responsibility of Best Buy Capital, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner in a global Preferred Security will not be entitled to receive physical delivery of Preferred Securities. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Preferred Securities.
DTC may discontinue providing its services as securities depository with respect to the Preferred Securities at any time by giving reasonable notice to Best Buy Capital. Under such circumstances, in the event that a successor securities depository is not obtained, certificates representing the Preferred Securities will be printed and delivered. If an Event of Default occurs under the Subordinated Debentures or if Best Buy Capital decides to discontinue use of the system of book-entry transfers through DTC (or a successor depository), certificates representing the Preferred Securities will be printed and delivered.
TRANSFER AGENT, REGISTRAR AND PAYING, CONVERSION AND EXCHANGE AGENT
will act as Transfer Agent, Registrar and Paying,
Conversion and Exchange Agent for the Preferred Securities.
Registration of transfers of Preferred Securities will be affected without charge by or on behalf of Best Buy Capital, but upon payment (with the giving of such indemnity as Best Buy Capital may require) in respect of any tax or other government charges which may be imposed in relation to it.
DESCRIPTION OF BEST BUY SERIES A PREFERRED STOCK
AS DESCRIBED UNDER "- PREFERRED SECURITIES - OPTIONAL EXCHANGE FOR DEPOSITARY SHARES" ABOVE, THE PREFERRED SECURITIES MAY BE EXCHANGED IN CERTAIN CIRCUMSTANCES (FOLLOWING A PRIOR EXCHANGE FOR SUBORDINATED DEBENTURES HELD BY BEST BUY CAPITAL) FOR DEPOSITARY SHARES REPRESENTING BEST BUY SERIES A PREFERRED STOCK. THE FOLLOWING DESCRIPTION OF THE PRINCIPAL TERMS OF THE BEST BUY SERIES A PREFERRED STOCK DOES NOT PURPORT TO BE COMPLETE OR TO GIVE FULL EFFECT TO THE PROVISIONS OF STATUTORY OR OTHER LAW AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE BEST BUY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION AS AMENDED (THE "RESTATED ARTICLES") AND THE CERTIFICATE OF DESIGNATION OF THE BEST BUY SERIES A PREFERRED STOCK (THE "CERTIFICATE OF DESIGNATION"), WHICH ARE FILED AS EXHIBITS TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
The Board of Directors of Best Buy has designated, and Best Buy will keep available, 40,000 shares (46,000 shares if the Underwriters' over-allotment option is exercised in full) of Best Buy Series A Preferred Stock for issuance upon exchange of the Preferred Securities for Depositary Shares, each
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representing 1/100th of a share of Best Buy Series A Preferred Stock (as described under "- Preferred Securities - Optional Exchange for Depositary Shares" above). At the time the Preferred Securities are issued, all corporate action required in connection with the issuance of the Best Buy Series A Preferred Stock and the deposit thereof with the Depositary (as hereinafter defined) upon the making of an Exchange Election will have been taken. The terms of the Best Buy Series A Preferred Stock are substantially similar to those of the Preferred Securities (adjusted proportionately per Depositary Share) with the following principal exceptions:
(a) Accumulated and unpaid dividends (including any Additional Dividends thereon) on the Preferred Securities, if any, at the time of the making of an Exchange Election will become accumulated and unpaid dividends on the Best Buy Series A Preferred Stock;
(b) If dividends are not paid on the Best Buy Series A Preferred Stock for 18 monthly dividend periods (including for this purpose any arrearage with respect to the Preferred Securities), the number of directors of Best Buy shall be increased by two persons and the holders of the Best Buy Series A Preferred Stock will be entitled to elect the persons to fill such positions;
(c) Dividends on the Best Buy Series A Preferred Stock need not be declared even if Best Buy has funds legally available therefor and cash on hand sufficient to pay dividends. However, if Best Buy fails to declare such dividends, no dividends would be payable on any other securities of Best Buy ranking PARI PASSU with or junior to the Best Buy Series A Preferred Stock; and
(d) The Best Buy Series A Preferred Stock will not be subject to mandatory redemption.
The Best Buy Series A Preferred Stock will rank senior to the Best Buy Common Stock with respect to the payment of dividends and amounts upon liquidation, dissolution and winding-up.
In the event of a voluntary or involuntary bankruptcy, liquidation, dissolution or winding-up of Best Buy, the holders of Best Buy Series A Preferred Stock are entitled to receive out of the net assets of Best Buy, but before any distribution is made on any class of securities ranking junior to the Best Buy Series A Preferred Stock, $50 per 1/100th share in cash plus accumulated and unpaid dividends (whether or not earned or declared) to the date of final distribution to such holders. After payment of the full amount of the liquidation distribution to which they are entitled, the holders of shares of Best Buy Series A Preferred Stock will not be entitled to any further participation in any distribution of assets of Best Buy. In the event that the assets available for distribution are insufficient to pay in full the liquidation preference to the holders of the Best Buy Series A Preferred Stock and any PARI PASSU preferred stock, the holders of such preferred stock will share in the remaining assets, based on the proportion of their liquidation preference to the entire amount of unpaid liquidation preference.
So long as the Subordinated Debentures are exchangeable for the Depositary Shares representing the Best Buy Series A Preferred Stock, Best Buy may not authorize or issue any other preferred stock ranking senior to the Best Buy Series A Preferred Stock without the approval of the holders of not less than 66% of the aggregate liquidation preference of the Preferred Securities then outstanding. However, no such vote shall be required for the issuance by Best Buy of additional preferred stock ranking PARI PASSU or junior to the Best Buy Series A Preferred Stock as to the payment of dividends and amounts upon liquidation, dissolution and winding-up.
The amount of dividends that may be declared by Best Buy on the Series A Preferred Stock may be limited as a restricted payment under the indenture for Best Buy's 8 5/8% Senior Subordinated Notes due 2000. Best Buy would not be permitted to make any restricted payments if it did not maintain a minimum consolidated cash flow ratio of 2:1, if an event of default existed under the indenture, or if the aggregate of all restricted payments from the date of the indenture exceeded a defined amount. In general, the amount available under this restriction will be increased (or decreased) by an amount equal to 50% of consolidated net income (or 100% of consolidated net loss) before adjustment for extraordinary items and certain other accounting adjustments and increased by the aggregate net proceeds from
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the issuance of capital stock of Best Buy. The issuance of the Preferred Securities will not increase the amount available under the restriction. At August 27, 1994, $16.6 million was available to pay dividends under such restriction.
DESCRIPTION OF DEPOSITARY SHARES
THE FOLLOWING SUMMARY OF THE TERMS OF THE DEPOSIT AGREEMENT (AS DEFINED BELOW), DEPOSITARY SHARES AND DEPOSITARY RECEIPTS (AS DEFINED BELOW), DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO, AND QUALIFIED IN ITS ENTIRETY BY, THE PROVISIONS OF THE DEPOSIT AGREEMENT, A COPY OF WHICH IS FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
Best Buy will cause to be issued receipts ("Depositary Receipts") for Depositary Shares, each of which will represent 1/100th of a share of Series A Preferred Stock. The shares of Series A Preferred Stock represented by Depositary Shares will be deposited under a Deposit Agreement (the "Deposit Agreement") among Best Buy, (the "Depositary") and the holders from time to time of the Depositary Receipts. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share will be entitled, in proportion to the applicable fraction of a share of Series A Preferred Stock represented by such Depositary Share, to all the rights and preferences of the Series A Preferred Stock represented thereby (including dividend, voting, conversion and liquidation rights and preferences). The proportionate liquidation preference of each Depositary Share will be $50 plus accumulated and unpaid dividends to the date of payment, subject to certain limitations.
GENERAL
The Depositary Shares will be evidenced by Depositary Receipts issued pursuant to the Deposit Agreement. Upon an Exchange Election by the holders of a majority in aggregate liquidation preference of the Preferred Securities and immediately following (i) the exchange by the Conversion Agent of all (but not less than all) outstanding Preferred Securities for all (but not less than all) outstanding Subordinated Debentures, (ii) the issuance of the Series A Preferred Stock by Best Buy and (iii) the delivery of such Series A Preferred Stock to the Depositary, Best Buy will cause the Depositary to issue, on behalf of Best Buy, the Depositary Shares to the Conversion Agent, for the account of the holders, in exchange for such Subordinated Debentures. Following an Exchange Election, copies of the forms of Deposit Agreement and Depositary Receipt may be obtained from Best Buy or the Depositary, upon request, at the principal office of the Depositary at which at any particular time its depositary business may be administered (the "Depositary's Office"), which on the date hereof is .
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all dividends or other cash distributions received in respect of the Series A Preferred Stock to the record holders of Depositary Shares in such amounts of such dividend or distribution as are applicable to the number of such Depositary Shares owned by such holders, subject to certain obligations of holders to file proofs, certificates and other information and to pay certain charges and expenses to the Depositary.
In the event of a distribution other than in cash, the Depositary will distribute property received by it to the record holders of Depositary Shares entitled thereto in such amounts, as nearly as practicable, of such property (including securities) received by it as are applicable to the number of such Depositary Shares owned by such holders, subject to certain obligations of holders to file proofs, certificates and other information and to pay certain charges and expenses to the Depositary, unless the Depositary determines that it is not feasible to make such distribution, in which case the Depositary may, with the approval of Best Buy, sell such property and distribute the net proceeds from such sale to such holders.
WITHDRAWAL OF SERIES A PREFERRED STOCK
Upon surrender of the Depositary Receipts representing at least 100 Depositary Shares at the Depositary's Office, a holder is entitled to delivery at such office, to or upon his order, of the number of whole shares of the Series A Preferred Stock and any money or other property represented by such Depositary Shares. Holders of Depositary Shares will be entitled to receive whole shares of the Series A Preferred Stock on the basis of one share of Series A Preferred Stock for each 100 Depositary Shares,
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but holders of such whole shares of Series A Preferred Stock will not thereafter be entitled to receive Depositary Shares therefor. If the Depositary Receipts delivered by the holder evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Series A Preferred Stock to be withdrawn, the Depositary will deliver to such holder at the same time a new Depositary Receipt evidencing such excess number of Depositary Shares.
VOTING THE SERIES A PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Series A Preferred Stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of the Depositary Shares relating to Series A Preferred Stock. Each record holder of such Depositary Shares on the record date (which will be the same date as the record date for the Series A Preferred Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series A Preferred Stock (or fraction thereof) represented by such holder's Depositary Shares. The Depositary will endeavor, insofar as practicable, to vote the amount of Series A Preferred Stock (or fractions thereof) represented by such Depositary Shares in accordance with such instructions, and Best Buy will agree to take all reasonable action that may be deemed necessary by the Depositary in order to enable the Depositary to do so. The Depositary will abstain from voting shares of Series A Preferred Stock to the extent it does not receive specific instructions from the holders of Depositary Shares representing those shares of Series A Preferred Stock.
CONVERSION OF SERIES A PREFERRED STOCK
The Depositary Shares are not convertible into the Common Stock or any other securities or property of Best Buy. Nevertheless, the Depositary Receipts may be surrendered by holders thereof to the Depositary at the Depositary's Office or at such other office or to such agents as the Depositary may designate for such purpose with written instructions to the Depositary to instruct Best Buy to cause conversion of the whole or fractional shares of Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipts into whole shares of Common Stock, and Best Buy has agreed that upon receipt of such instructions and any amounts payable in respect thereof, it will cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Series A Preferred Stock represented by the Depositary Shares evidenced by such Depositary Receipt or Receipts have been converted, and (ii) any money or other property to which the holder is entitled. If the Depositary Shares represented by a Depositary Receipt are to be converted in part only, a new Depositary Receipt or Receipts will be issued for any Depositary Shares not to be converted. See "Description of Series A Preferred Stock - Conversion Rights."
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any provision of the Deposit Agreement may at any time be amended by agreement between Best Buy and the Depositary. However, any amendment that materially and adversely alters the rights of the holders of Depositary Shares will not be effective unless such amendment has been approved by the holders of at least 66% of the Depositary Shares then outstanding. Each holder of a Depositary Share at the time any amendment becomes effective will be deemed to have consented and agreed to such amendment.
The Deposit Agreement may be terminated by Best Buy or by the Depositary if
(i) all outstanding Depositary Shares have been redeemed, (ii) there has been a final distribution in respect of the Series A Preferred Stock in connection with any liquidation, dissolution or winding up of Best Buy and such distribution has been distributed to the holders of Depositary Receipts or (iii) each share of Series A Preferred Stock shall have been converted into shares of Common Stock.
CHARGES OF DEPOSITARY
Best Buy will pay all transfer and other taxes and governmental charges arising solely from the existence of the Depositary arrangements, the initial deposit of the Series A Preferred Stock, the redemption of shares of Series A Preferred Stock and the issuance of shares of Common Stock upon
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conversion. Best Buy will pay the fees and expenses of the Depositary in connection with the performance of its duties under the Deposit Agreement. Holders of Depositary Receipts will pay any other transfer or other taxes and governmental charges. If, at the request of a holder of Depositary Receipts, the Depositary incurs charges or other expenses for which it is not otherwise liable under the Deposit Agreement, such holder will be liable for such charges and expenses.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to Best Buy notice of its election to do so, and Best Buy may at any time remove the Depositary, any such resignation or removal to take effect upon the appointment of a successor Depositary, which successor Depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million.
MISCELLANEOUS
The Depositary will, with the approval of Best Buy, appoint a Registrar for registration of the Receipts or Depositary Shares in accordance with any requirements of any applicable stock exchange in which the Receipts or the Depositary Shares are listed. The Registrar will maintain books at the Depositary's Office for the registration and registration of transfer of Depositary Receipts or at such other place as is approved by Best Buy and of which the holders of Depositary Receipts are given reasonable notice.
Best Buy will deliver to the Depositary and the Depositary will forward to holders of Depositary Shares all notices and reports required by law, the rules of any national securities exchange upon which the Series A Preferred Stock, the Depositary Shares or the Depositary Receipts are listed or by Best Buy's Amended and Restated Articles of Incorporation (including the Certificate of Designation) or By-laws to be furnished by Best Buy to holders of Series A Preferred Stock.
Neither the Depositary nor Best Buy will be liable if either is by law or certain other circumstances beyond its control prevented from or delayed in performing its obligations under the Deposit Agreement. Neither the Depositary nor any agent of the Depositary nor Best Buy assumes any obligation or will be subject to any liability under the Deposit Agreement to holders of Depositary Receipts other than to use its best judgment and act in good faith in the performance of such duties as are specifically set forth in the Deposit Agreement. Neither Best Buy nor the Depositary will be obligated to appear in, prosecute or defend any legal proceeding in respect of any Depositary Shares or any Series A Preferred Stock unless satisfactory indemnity is furnished. Best Buy and the Depositary may rely on advice of counsel or accountants, or information provided by persons presenting Series A Preferred Stock for deposit, holders of Depositary Shares or other persons believed to be authorized or competent and on documents believed to be genuine.
DESCRIPTION OF THE GUARANTEE
THE FOLLOWING IS A DESCRIPTION OF THE PRINCIPAL TERMS AND PROVISIONS OF THE GUARANTEE AGREEMENT (THE "GUARANTEE"), WHICH WILL BE EXECUTED AND DELIVERED BY BEST BUY FOR THE BENEFIT OF THE HOLDERS FROM TIME TO TIME OF THE PREFERRED SECURITIES. THE FOLLOWING DESCRIPTION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH AGREEMENT, A COPY OF THE FORM OF WHICH IS FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
GENERAL
Pursuant to the Guarantee, Best Buy will irrevocably and unconditionally agree, on a subordinated basis and to the extent set forth therein, to pay in full to the holders of the Preferred Securities, the Guarantee Payments (as defined below) (except to the extent previously paid by Best Buy Capital), as and when due, regardless of any defense, right of set-off or counterclaim that Best Buy Capital may have or assert. The following payments, to the extent not paid by Best Buy Capital, are the "Guarantee Payments": (a) any accumulated and unpaid dividends (including any Additional Dividends thereon) that have been theretofore declared on the Preferred Securities from monies legally available therefor; (b) the Redemption Price payable with respect to Preferred Securities called for redemption by Best Buy Capital out of funds legally available therefor; and (c) upon a liquidation of Best Buy Capital, the lesser of
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(i) the Liquidation Distribution and (ii) the amount of assets of Best Buy Capital available for distribution to holders of Preferred Securities in liquidation of Best Buy Capital. Best Buy's obligation to make a Guarantee Payment may be satisfied by Best Buy's direct payment of the required amounts to the holders of Preferred Securities or by Best Buy's causing Best Buy Capital to pay such amounts to such holders.
If Best Buy fails to make interest payments on the Subordinated Debentures purchased by Best Buy Capital, Best Buy Capital will have insufficient funds to pay dividends on the Preferred Securities. The Guarantee does not cover payment of dividends when Best Buy Capital does not have sufficient funds to pay such dividends.
Best Buy's obligations under the Guarantee will constitute a guarantee of payment and not of collection. A holder of Preferred Securities may enforce such obligations directly against Best Buy, and Best Buy waives any right or remedy to require that any action be brought against Best Buy Capital or any other person or entity before proceeding against Best Buy. Such obligations will not be discharged except by payment of the Guarantee Payments in full.
CERTAIN COVENANTS OF BEST BUY
In the Guarantee, Best Buy will covenant and agree that, so long as any Preferred Securities are outstanding, neither Best Buy nor any majority owned subsidiary of Best Buy shall declare or pay any dividend or distribution on, or redeem, purchase or otherwise acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payments with respect to the foregoing (other than payments under the Guarantee or dividends or guarantee payments to Best Buy by a majority owned subsidiary), if at such time Best Buy has exercised its option to extend the interest payment period on the Subordinated Debentures and such extension is continuing, Best Buy is in default with respect to its payment or other obligations under the Guarantee or there shall have occurred any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Subordinated Debentures. Best Buy will covenant to take all actions necessary to ensure the compliance of its subsidiaries with the above covenant.
Best Buy will also covenant that, so long as any Preferred Securities are outstanding, it will (a) maintain direct 100% ownership of the partnership interests in Best Buy Capital other than the Preferred Securities (except as permitted in the Limited Partnership Agreement), (b) cause at least 21% of the total value of Best Buy Capital and at least 21% of all interest in the capital, income, gain, loss, deduction and credit of Best Buy Capital to be held by Best Buy, as General Partner, (c) not voluntarily dissolve, wind-up or liquidate itself or Best Buy Capital, (d) remain the General Partner and timely perform all of its duties as General Partner of Best Buy Capital (including the duty to cause Best Buy Capital to declare and pay dividends on the Preferred Securities), unless a permitted successor General Partner is appointed, and (e) subject to the terms of the Preferred Securities, use reasonable efforts to cause Best Buy Capital to remain a Delaware limited partnership and otherwise continue to be treated as a partnership for United States federal income tax purposes.
As a part of the Guarantee, Best Buy will agree that it will honor all obligations described therein relating to the conversion or exchange of the Preferred Securities into or for Best Buy Common Stock or Depositary Shares representing Best Buy Series A Preferred Stock, as described in "Description of Securities Offered - Preferred Securities - Conversion Rights," and "- Optional Exchange for Depositary Shares."
SUBORDINATION
Best Buy's obligations under the Guarantee to make Guarantee Payments will constitute an unsecured obligation of Best Buy that will rank (i) subordinate and junior in right of payment to all Senior Indebtedness (as defined under "Description of the Subordinated Debentures - Subordination" below) of Best Buy, and (ii) PARI PASSU with the most senior preferred shares now or hereafter issued by Best Buy and with any guarantee now or hereafter entered into by Best Buy in respect of any preferred or preference stock of any affiliate of Best Buy and (iii) senior to Best Buy Common Stock and any other
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class or series of capital stock issued by Best Buy or any of its affiliates which by its express terms ranks junior in the payment of dividends and amounts on liquidation, dissolution, and winding-up to the Preferred Securities ("Junior Stock").
AMENDMENTS AND ASSIGNMENT
The terms of the Guarantee may be amended only with the prior approval of the holders of not less than 66 2/3% of the aggregate liquidation preference of the Preferred Securities then outstanding. The manner of obtaining any such approval of holders of the Preferred Securities will be as set forth in "- Preferred Securities - Voting Rights." All provisions contained in the Guarantee will bind the successors, assigns, receivers, trustees and representatives of Best Buy and will inure to the benefit of the holders of the Preferred Securities. Except in connection with any merger or consolidation of Best Buy with or into another entity or any sale, transfer or lease of Best Buy's assets to another entity complying with the provisions under "- Consolidation, Merger or Sale of Assets" below, Best Buy may not assign its rights or delegate its obligations under the Guarantee without the prior approval of the holders of not less than 66 2/3% of the aggregate liquidation preference of the Preferred Securities then outstanding.
TERMINATION
Best Buy's obligation to make Guarantee Payments under the Guarantee will terminate as to each holder of Preferred Securities and be of no further force and effect upon (a) full payment of the Redemption Price of such holder's Preferred Securities, (b) full payment of the amounts payable to such holder upon liquidation of Best Buy Capital, (c) the distribution of Best Buy Common Stock to such holder in respect of the conversion of all of such holder's Preferred Securities into Best Buy Common Stock or (d) the distribution of Depositary Shares representing Best Buy Series A Preferred Stock to such holder in respect of the exchange of the Subordinated Debentures for Best Buy Series A Preferred Stock. Notwithstanding the foregoing, Best Buy's obligation to make Guarantee Payments will continue to be effective or will be reinstated, as the case may be, as to a holder if at any time such holder must restore payment of any sums paid under the Preferred Securities or under the Guarantee for any reason whatsoever. Best Buy will indemnify each holder and hold it harmless from and against any loss it may suffer in such circumstances.
CONSOLIDATION, MERGER OR SALE OF ASSETS
The Guarantee provides that Best Buy may merge or consolidate with or into another entity, may permit another entity to merge or consolidate with or into Best Buy and may sell, transfer or lease all or substantially all of its assets to another entity if (i) at such time no Event of Default (as defined in the Indenture) shall have occurred and be continuing, or would occur as a result of such merger, consolidation or sale, transfer or lease and (ii) the survivor of such merger or consolidation or entity to which Best Buy's assets are sold, transferred or leased is an entity organized under the laws of the United States or any state thereof, becomes the General Partner, assumes all of Best Buy's obligations under the Guarantee and has a net worth equal to at least 10% of the total contributions to Best Buy Capital.
GOVERNING LAW
The Guarantee will be governed by and construed in accordance with the laws of the State of New York.
DESCRIPTION OF THE SUBORDINATED DEBENTURES
THE FOLLOWING SUMMARY OF PRINCIPAL TERMS AND PROVISIONS OF THE SUBORDINATED DEBENTURES IN WHICH BEST BUY CAPITAL WILL INVEST THE PROCEEDS OF THE ISSUANCE AND SALE OF THE PREFERRED SECURITIES AND SUBSTANTIALLY ALL OF THE CAPITAL CONTRIBUTED TO BEST BUY CAPITAL BY THE GENERAL PARTNER (THE "GENERAL PARTNER PAYMENT") DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE INDENTURE AMONG BEST BUY, BEST BUY CAPITAL AND , AS TRUSTEE (THE "TRUSTEE"), A FORM OF WHICH HAS BEEN FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART. ALL OF THE SUBORDINATED DEBENTURES WILL BE ISSUED UNDER THE INDENTURE.
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GENERAL
The Subordinated Debentures will be limited in aggregate principal amount to the sum of the aggregate amount of the proceeds received by Best Buy Capital from the Offering and the General Partner Payment less 1% of such sum.
The entire principal amount of the Subordinated Debentures will become due and payable, together with any accrued and unpaid interest thereon, including Additional Interest (as defined below), on the earliest of , 2024 or the date upon which Best Buy Capital is dissolved, wound-up, liquidated or terminated.
The Subordinated Debentures will be issued only in fully registered form, without coupons, in denominations of $50 and any integral multiple thereof. No service charge will be made for any registration of transfer or exchange of Subordinated Debentures, but Best Buy may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
INTEREST
The Subordinated Debentures will bear interest at the rate of % per annum from the original date of issuance, payable monthly in arrears on the last day of each calendar month of each year (each an "Interest Payment Date"), commencing , 1994. Interest will compound monthly and will accrue at the annual rate of % on any interest installment not paid when due.
The amount of interest payable for any period will be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full monthly interest period, will be computed on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Subordinated Debentures is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). If such Business Day is in the next succeeding calendar year, however, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. A "Business Day" shall mean any day other than a day on which banking institutions in The City of New York are authorized or required by law to close.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
Best Buy shall have the right at any time and from time to time during the term of the Subordinated Debentures to extend interest payment periods for up to 60 months during which period interest will compound monthly (provided that an extended interest payment period may not extend the stated maturity of the Subordinated Debentures) and during which Best Buy shall have the right to make partial payments of interest or at the end of which period Best Buy shall pay all interest then accrued and unpaid (together with Additional Interest); PROVIDED THAT, during any such extended interest payment period neither Best Buy nor any majority-owned subsidiary of Best Buy shall declare or pay any dividend on, or redeem, purchase, acquire for value or make a liquidation payment with respect to, any of its common or preferred stock or make any guarantee payments with respect to the foregoing (other than payments under the Guarantee or dividend payments to Best Buy from a majority-owned subsidiary). Prior to the termination of any such extended interest payment period, Best Buy may further extend the interest payment period, provided that such extended interest payment period together with all such further extensions thereof may not exceed 60 months. The failure by Best Buy to make interest payments during an extended interest payment period would not constitute a default or an event of default under Best Buy's currently outstanding indebtedness. Best Buy shall give the holders of the Subordinated Debentures and the Trustee notice of its selection of an extended interest payment period at least one Business Day prior to the first scheduled Interest Payment Date on which the scheduled interest payment shall be deferred pursuant to such selection. In addition, any time when Preferred Securities are outstanding, Best Buy shall give Best Buy Capital notice of its selection of an extended interest payment period at least one Business Day prior to the earlier of (i) the date the related dividends are payable or (ii) the date Best Buy Capital is required to give notice of the record or payment date of such related dividend to the
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NYSE or other applicable self-regulatory organization or to holders of the Preferred Securities, but in any event not less than two Business Days prior to such record date. The General Partner shall give notice of Best Buy's selection of an extended interest payment period to the holders of the Preferred Securities.
ADDITIONAL INTEREST
Best Buy shall be required to pay any interest upon interest that has not been paid on the Subordinated Debentures monthly. Accordingly, in such circumstance, Best Buy will pay interest upon interest in order to provide for monthly compounding on the Subordinated Debentures (the amounts of interest payable to effect monthly compounding on the Subordinated Debentures being referred to herein as "Additional Interest").
MANDATORY PREPAYMENT
If Best Buy Capital redeems Preferred Securities in accordance with the terms thereof, the Subordinated Debentures will become due and payable in a principal amount equal to the aggregate stated liquidation preference of the Preferred Securities so redeemed, together with any accrued and unpaid interest thereon, including Additional Interest, if any. Any payment pursuant to this provision shall be made prior to 12:00 noon, New York City time, on the date of such redemption or at such other time on such earlier date as the parties thereto shall agree. The Subordinated Debentures are not entitled to the benefit of any sinking fund or, except as set forth above, any other provision for mandatory prepayment.
SUBORDINATION
The Indenture provides that the Subordinated Debentures are subordinate and junior in right of payment to all Senior Indebtedness (as defined below) of Best Buy.
Upon any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshalling of assets or liabilities or any bankruptcy, insolvency or similar proceedings of the Company, the holders of Senior Indebtedness will be entitled to receive payment in full in cash of all amounts due on or to become due on or in respect of all Senior Indebtedness, before the holders of the Subordinated Debentures are entitled to receive any payment (including any payment to holders of the Subordinated Debentures made in respect of any other debt subordinated to the Subordinated Debentures) on account of the principal of or interest on the Subordinated Debentures or on account of any purchase, redemption or other acquisition of the Subordinated Debentures by the Company.
The Company may not make any payments on the account of the Subordinated Debentures or account of the purchase or redemption or other acquisition of the Subordinated Debentures, if there has occurred and is continuing a default in the payment of the principal of (or premium, if any) or interest on any Senior Indebtedness (a "Senior Payment Default"). In addition, if any default (other than a Senior Payment Default), or any event which after notice or lapse of time (or both) would become a default, with respect to certain Senior Indebtedness, permitting after notice or lapse of time (or both) the holders thereof (or a trustee or agent on behalf of the holders thereof) to accelerate the maturity thereof has occurred and is continuing (a "Senior Nonmonetary Default"), and the Company and the Trustee have received written notice thereof from the holder of such certain Senior Indebtedness, then the Company may not make any payments on the account of the Subordinated Debentures or account of the purchase or redemption or other acquisition of the Subordinated Debentures, for a period (a "blockage period") commencing on the date the Company and the Trustee receive such written notice and ending on the earlier of (i) 179 days after such date and (ii) the date, if any, on which the Senior Indebtedness to which such default relates is discharged or such default is waived in writing or otherwise cured or ceases to exist and any acceleration of certain Senior Indebtedness to which such Senior Nonmonetary Default relates is rescinded or annulled.
In any event, not more than one blockage period may be commenced during any period of 360 consecutive days, and there must be a period of at least 181 consecutive days in each period of 360 consecutive days when no blockage period is in effect. Following the commencement of a blockage
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period, the holders of such certain Senior Indebtedness will be precluded from commencing a subsequent blockage period until the conditions set forth in the preceding sentence are satisfied. No Senior Nonmonetary Default that existed or was continuing on the date of commencement of any blockage period with respect to such certain Senior Indebtedness initiating such blockage period will be, or can be, made the basis for the commencement of a subsequent blockage period, unless such default has been cured for a period of not less than 90 consecutive days.
By reason of such subordination, in the event of any proceeding of the type described in the preceding paragraph involving Best Buy, creditors of Best Buy who are holders of Senior Indebtedness and general unsecured creditors of Best Buy may recover more, ratably, than the holder or holders of the Subordinated Debentures.
The term "Senior Indebtedness" is defined to mean the principal of, premium, if any, interest on, and any other payment due pursuant to any of the following, whether Incurred (as defined in the Indenture) on or prior to the date of execution of the Indenture or thereafter Incurred:
(a) all obligations of Best Buy for money borrowed (including obligations under Best Buy's revolving bank credit facility);
(b) all obligations of Best Buy evidenced by notes, debentures, bonds or other securities, including obligations Incurred in connection with the acquisition of property, assets or businesses;
(c) all capitalized lease obligations of Best Buy;
(d) all reimbursement obligations of Best Buy with respect to letters of credit, bankers acceptance or similar facilities issued for the account of Best Buy;
(e) all obligations of Best Buy issued or assumed as the deferred purchase price of property or services, including all obligations under master lease transactions pursuant to which Best Buy or any of its subsidiaries have agreed to be treated as owner of the subject property for federal income tax purposes (but excluding trade accounts payable, accrued liabilities resulting from the sale of extended service plans, or accrued liabilities arising in the ordinary course of business);
(f) all payment obligations of Best Buy under interest rate swap or similar agreements or foreign currency hedge, exchange or similar agreements at the time of determination, including any such obligations Incurred by Best Buy solely to act as a hedge against increases in interest rates that may occur under the terms of other outstanding variable or floating rate Indebtedness of Best Buy;
(g) all obligations of Best Buy under secured inventory financing credit lines;
(h) all obligations of the type referred to in clauses (a) through (g) above of another person and all dividends of another person, the payment of which, in either case, Best Buy has assumed or guaranteed, or for which Best Buy is responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise; and
(i) all amendments, modifications, renewals, extensions, refinancings, replacements and refundings by Best Buy of any such Indebtedness (as defined in the Indenture) referred to in clauses (a) through (h) above (and of any such amended, modified, renewed, extended, refinanced, refunded or replaced indebtedness or obligations);
PROVIDED, HOWEVER, that the following shall not constitute the Senior Indebtedness: (a) any Indebtedness owed to a Subsidiary of Best Buy, (b) any Indebtedness which by the terms of the instrument creating or evidencing the same expressly provides that such Indebtedness is not superior in right of payment to the Subordinated Debentures or (c) any Indebtedness Incurred in violation of the Indenture. Such Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.
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As of August 27, 1994, Senior Indebtedness of Best Buy aggregated approximately $392 million. The Indenture does not limit Best Buy's ability to incur Senior Indebtedness.
CERTAIN COVENANTS OF BEST BUY
Best Buy will also covenant in the Indenture that neither it nor any majority owned subsidiary of Best Buy will declare or pay any dividend on, or redeem, purchase, acquire for value or make a liquidation payment with respect to, any of its capital stock or make any guarantee payments with respect to the foregoing if at such time (i) there shall have occurred any event that, with the giving of notice or the lapse of time or both would constitute an Event of Default (as defined below) under the Subordinated Debentures, (ii) Best Buy shall be in default with respect to its payment or other obligations under the Guarantee or (iii) Best Buy shall have given notice of its selection of an extended interest payment period as provided in the Subordinated Debentures and such period or any extension thereof shall be continuing. Best Buy will also covenant (i) to remain the General Partner of Best Buy Capital, provided that any permitted successor of Best Buy under the Limited Partnership Agreement may succeed to Best Buy's duties as General Partner, (ii) to cause at least 21% of the total value of Best Buy Capital and at least 21% of all interests in the capital, income, gain, loss, deduction and credit of Best Buy Capital to be held by Best Buy as General Partner, (iii) not to voluntarily dissolve, wind-up or liquidate Best Buy Capital, (iv) to perform timely all of its duties as General Partner (including the duty to pay dividends on the Preferred Securities as described under "- Description of the Guarantee - General"), (v) to maintain direct ownership of all partnership interests of Best Buy Capital other than the Preferred Securities, (vi) to use its reasonable efforts to cause Best Buy Capital to remain a limited partnership and otherwise to continue to be treated as a partnership for United States federal income tax purposes and (vii) to deliver Depositary Shares representing shares of Best Buy Series A Preferred Stock or Best Buy Common Stock upon an election by the holders of the Preferred Securities to exchange or convert the Subordinated Debentures.
EVENTS OF DEFAULT
If one or more of the following events (each an "Event of Default") shall occur and be continuing:
(a) failure to pay any principal of the Subordinated Debentures when due;
(b) failure to pay any interest on the Subordinated Debentures, including any Additional Interest, when due and such failure continues for a period of 10 days; provided that a valid extension of the interest payment period by Best Buy shall not constitute a default in the payment of interest for this purpose;
(c) failure by Best Buy to deliver shares of Best Buy Series A Preferred Stock or Best Buy Common Stock upon an election by holders of Preferred Securities to exchange or convert such Preferred Securities;
(d) failure by Best Buy to perform in any material respect any other covenant in the Indenture for the benefit of the holders of Subordinated Debentures continued for a period of 60 days after written notice to Best Buy from any holder of Subordinated Debentures or Preferred Securities;
(e) the dissolution, winding-up, liquidation or termination of Best Buy Capital; or
(f) certain events of bankruptcy, insolvency or liquidation of Best Buy;
then either the Trustee or the holders of at least 25% in aggregate principal amount of the Subordinated Debentures then outstanding will have the right to declare the principal of and the interest on the Subordinated Debentures (including any Additional Interest) and any other amounts payable under the Subordinated Debentures to be forthwith due and payable and to enforce the holders' other rights as creditors with respect to the Subordinated Debentures; PROVIDED, HOWEVER, that after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of outstanding Subordinated Debentures may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. For information as to waiver of defaults, see "Modification
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and Waiver." Additionally, under the terms of the Preferred Securities, the holders of outstanding Preferred Securities will have the rights described above under "- Preferred Securities - Voting Rights," including the right to appoint a Special General Partner, which Special General Partner shall be authorized to exercise the right of the Trustee or the holders of at least 25% aggregate principal amount of the Subordinated Debentures to accelerate the principal amount of the Subordinated Debentures and accrued interest (including any Additional Interest) thereon and to enforce the other rights of Holders of the Subordinated Debentures as creditors under the Subordinated Debentures.
Subject to the provision of the Indenture relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any holders of Subordinated Debentures, unless such holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the Subordinated Debentures then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.
No holder of any Subordinated Debenture will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such holder shall have previously given to the Trustee written notice of a continuing Event of Default and, if Best Buy Capital is not the sole holder of Subordinated Debentures, unless also the holders of at least 25% in aggregate principal amount of the Subordinated Debentures then outstanding shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding Subordinated Debentures a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. However, such limitations do not apply to a suit instituted by a holder of a Subordinated Debenture for enforcement of payment of the principal of or interest on such Subordinated Debenture on or after the respective due dates expressed in such Subordinated Debenture or of the right to convert such Subordinated Debenture in accordance with the Indenture.
Best Buy will be required to furnish to the Trustee annually a statement as to the performance by Best Buy of certain of its obligations under the Indenture and as to any default of such performance.
CONVERSION OF THE SUBORDINATED DEBENTURES
The Subordinated Debentures will be convertible into Best Buy Common Stock at the option of the holders of the Subordinated Debentures at any time on or before the close of business on the maturity date thereof at the initial conversion price set forth on the cover page of this Prospectus subject to the conversion price adjustments described under "- Preferred Securities - Conversion Rights." Upon surrender of Preferred Securities to the Conversion Agent for conversion, Best Buy Capital will distribute $50 principal amount of the Subordinated Debentures to the Conversion Agent on behalf of the holder of every Preferred Security so converted, whereupon the Conversion Agent will convert such Subordinated Debentures to Best Buy Common Stock on behalf of such holder. Best Buy's delivery to the holders of the Subordinated Debentures (through the Conversion Agent) of the fixed number of shares of Best Buy Common Stock into which the Subordinated Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) will be deemed to satisfy Best Buy's obligation to pay the principal amount of the Subordinated Debentures, and the accrued and unpaid interest attributable to the period from the last date to which interest has been paid or duly provided for.
EXCHANGE OF THE SUBORDINATED DEBENTURES
The Subordinated Debentures will be exchangeable for Depository Shares representing Best Buy Series A Preferred Stock upon an Exchange Event on or before the close of business on the maturity date thereof at the rate of 1/100th of a share of Best Buy Series A Preferred Stock for each $50 principal amount of the Subordinated Debentures (equivalent to an exchange rate of one Depositary Share for
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each $50 principal of amount of the Subordinated Debentures). Accrued and unpaid interest (including Additional Interest) on the Subordinated Debentures will be treated as accumulated and unpaid dividends on the Best Buy Series A Preferred Stock.
MODIFICATION OF THE INDENTURE
The Indenture may be amended by Best Buy and the Trustee with the consent of the holders of 66 2/3% in aggregate principal amount of the outstanding Subordinated Debentures PROVIDED, that no such modification or amendment may, without the consent of the holder of each outstanding Subordinated Debenture affected thereby, (a) change the Maturity of the principal of, or any installment of interest on, any Subordinated Debenture, (b) reduce the principal amount of, or interest on, any Subordinated Debenture, (c) change the place or currency of payment of principal of, or interest on, any Subordinated Debenture,
(d) impair the right to institute suit for the enforcement of any payment on or with respect to any Subordinated Debenture, (e) adversely affect the right to convert Subordinated Debentures, (f) modify the subordination provisions in a manner adverse to the holders of the Subordinated Debentures, (g) reduce the above-stated percentage of outstanding Subordinated Debentures necessary to modify or amend the Indenture or (h) reduce the percentage of aggregate principal amount of outstanding Subordinated Debentures necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; AND PROVIDED FURTHER that, so long as any of the Preferred Securities remain outstanding, no such amendment may be made that adversely affects the holders of Preferred Securities, and no termination of the Indenture may occur, and no Event of Default or compliance with any covenant under the Indenture may be waived by the holders of the Subordinated Debentures, without the prior consent of the holders of at least 66 2/3% of the aggregate liquidation preference of the Preferred Securities then outstanding unless and until the Subordinated Debentures and all accrued and unpaid interest thereon have been paid in full.
GOVERNING LAW
The Indenture and the Subordinated Debentures will be governed by, and construed in accordance with, the laws of the State of New York.
INFORMATION CONCERNING THE TRUSTEE
The Indenture contains certain limitations on the right of the Trustee should it become a creditor of Best Buy, to obtain payment of claims in certain cases, or to realize for its own account on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in certain other transactions; however, if it acquires any conflicting interest and there is a default under the Subordinated Debentures, it must eliminate such conflict or resign.
Best Buy and Best Buy Capital have agreed in the Indenture to indemnify and hold harmless the Trustee against any losses or damages it may suffer as Trustee.
, the Trustee under the Indenture, has from time to time engaged in transactions with, or performed services for, Best Buy in the ordinary course of business.
DESCRIPTION OF BEST BUY CAPITAL STOCK
COMMON STOCK
Best Buy is authorized to issue 120,000,000 shares of Common Stock, $.10 par value per share. Each share of Common Stock is entitled to participate pro rata in distributions upon liquidation, subject to the rights of holders of Preferred Stock, and to one vote on all matters submitted to a vote of shareholders. The holders of Common Stock may receive cash dividends as declared by the Board of Directors out of funds legally available therefor, subject to the rights of any holders of Preferred Stock. See "Dividend Policy" for a description of certain restrictions on the payment of cash dividends. The outstanding shares of Common Stock are, and the shares offered hereby when issued will be, fully paid and nonassessable. Holders of Common Stock have no preemptive or similar equity preservation rights, and cumulative voting of shares in the election of directors is prohibited. The holders of more than 50% of
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the outstanding shares of Common Stock have the voting power to elect all directors and, except as is discussed at "Certain Best Buy Charter and By-law Provisions," to approve mergers, sales of assets and other corporate transactions.
The transfer agent and registrar for Best Buy's Common Stock is Harris Trust and Savings Bank of Chicago.
PREFERRED STOCK
Best Buy is authorized to issue up to 400,000 shares of Preferred Stock, $1.00 par value per share. The Company's Articles of Incorporation provide that shares of Preferred Stock may be issued from time to time, in one or more series, with such designations, relative rights, preferences, limitations, dividend rights, redemption prices, liquidation prices, conversion rights, sinking or purchase fund rights or other privileges as the Company's Board of Directors may establish. Pursuant to this authority, the Board of Directors has designated 46,000 shares of Preferred Stock as Series A Preferred Stock (the "Series A Preferred Stock"). No other series of Preferred Stock has been designated by the Board of Directors. For a description of the Series A Preferred Stock, see "Description of Securities Offered - Description of Best Buy Series A Preferred Stock."
The issuance of Preferred Stock could affect the rights of holders of Common Stock. For example, issuance of the Preferred Stock could result in a class of securities outstanding that will have preferences with respect to dividends and in liquidation over the Common Stock and could (upon conversion or otherwise) enjoy all of the rights appurtenant to Common Stock. There are no issued and outstanding shares of Preferred Stock. Except as provided herein, there are no agreements or understandings for the issuance of Preferred Stock, and the Company has no present intent to issue Preferred Stock.
CERTAIN BEST BUY CHARTER AND BY-LAW PROVISIONS
Best Buy's Articles of Incorporation and By-laws contain certain "anti-takeover" provisions that could have the effect of delaying or preventing certain changes in control of the Company and thereby deprive shareholders of an opportunity to sell their shares at a premium over prevailing market prices.
Best Buy's directors are elected for two-year, staggered terms, such that only a portion of its directors are elected in any year. This provision of the By-laws, together with a provision discussed below that is contained in the Articles of Incorporation and governs removal of directors, could have the effect of delaying for a period of one year or more a change in control of the Company, by delaying a potential acquirer's ability to elect a majority of the Board of Directors, depending upon the number of directors next up for election following any such acquisition. Cumulative voting of shares in the election of directors is prohibited by the Articles of Incorporation.
Best Buy's Articles of Incorporation (i) provide for a "supermajority" vote requiring 80% shareholder approval of certain business combinations with "related persons," unless the combination has been approved by a majority of the Board of Directors; (ii) provide that a "fair price" be paid to all shareholders by requiring the approval of 66 2/3% of shareholders not including a "related person" for certain business combinations with the "related person" unless the transaction is approved by a majority of the Board of Directors or each shareholder receives cash consideration equal to the highest price paid by the "related person" in acquiring any shares of the Company; (iii) give the directors the right to consider non-financial factors of any proposed business combination; (iv) provide that the provisions described above cannot be amended without an 80% vote (or 66 2/3% in the case of the "fair price" amendment) of shareholders; (v) provide for removal of directors only for cause or upon the vote of 80% of shares entitled to vote at an election of directors; and (vi) forbid the payment of "greenmail," or the payment of a premium to redeem stock in the Company accumulated by an investor at the expense of other shareholders who are not afforded the same opportunity.
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
GENERAL
The following is a summary of certain federal income tax considerations relevant to the purchase, ownership and disposition of the Preferred Securities. This summary does not address all federal income tax aspects of investing in the Preferred Securities, or the tax consequences to United States Holders who are subject to special treatment under the federal income tax laws (for example, banks, life insurance companies or dealers). This discussion is based upon current provisions of the internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder, judicial decisions and internal Revenue Service ("IRS") rulings, all of which are subject to change, which may alter the opinions expressed herein and adversely affect investors in the Preferred Securities. Unless otherwise indicated, the information below is directed at United States Holders (as defined below) who purchase Preferred Securities at original issue for their initial offering price, and that hold Preferred Securities as capital assets (generally property held for investment.) For purposes of this discussion, a "United States Holder" is a beneficial owner of a Preferred Security who or that is (i) a citizen or resident of the United States, (ii) a domestic corporation, or (iii) otherwise subject to United States federal income taxation on a net income basis in respect of a Preferred Security.
PROSPECTIVE PURCHASERS OF PREFERRED SECURITIES ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE UNITED STATES OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF PREFERRED SECURITIES, INCLUDING THE EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
The following summary represents the opinion of Robins, Kaplan, Miller & Ciresi, special federal income tax counsel to Best Buy and Best Buy Capital, insofar as such summary relates to matters of law and legal conclusions. An opinion of counsel, however, is not binding on the IRS or the courts, and Best Buy does not intend to seek a ruling from the IRS that the IRS agrees with the tax consequences described below. Moreover, these transactions raise a number of novel tax issues which have not been ruled on by the courts or IRS in similar transactions. As a result, there can be no assurance that the IRS will not audit these transactions and in such event, that it will agree with the conclusions below and the positions taken by Best Buy and Best Buy Capital.
TAX CLASSIFICATION
Robins, Kaplan, Miller & Ciresi is of the opinion that (i) Best Buy Capital will be classified as a partnership for federal income tax purposes and not as an association (or as a publicly traded partnership) taxable as a corporation, and (ii) while the matter is not free from doubt, the Subordinated Debentures will be classified as indebtedness of Best Buy for federal income tax purposes. This advice is based upon the terms of the Limited Partnership Agreement, the Fiscal Agency Agreement and related documents and transactions as described in this Prospectus (and assumes ongoing compliance with such agreement and documents).
Under the Code, partnerships in which the interests are publicly traded are taxable as corporations rather than as partnerships. An exception to this rule applies in the case of partnerships which receive 90% or more of their gross income from passive income sources, such as interest and dividends. Assuming that Best Buy Capital does not file a registration under the Investment Company Act of 1940, Robins, Kaplan, Miller & Ciresi is of the opinion that Best Buy Capital will qualify for the exception discussed above and will not be taxable as a corporation under the publicly traded partnership rules.
Prospective investors and their advisors should be aware, however, that the proper characterization of the arrangement involving Best Buy Capital, the Preferred Securities and the Subordinated Debentures has not been completely resolved and the IRS has recently announced that it will scrutinize and may challenge certain corporate financing transactions which give a corporation debt treatment for federal income tax purposes, but equity treatment for rating agency, regulatory and financial reporting purposes. If, contrary to the opinion of tax counsel, the IRS successfully argued that Best Buy Capital should be taxable as a corporation, Best Buy Capital would be subject to federal income tax at corporate
59

rates on its net income (including the income from the Subordinated Debentures) and distributions to United States Holders of Preferred Securities likely would be taxable as dividend income to the extent of the earnings and profits of Best Buy Capital. Similarly, if, contrary to the opinion of tax counsel, the IRS successfully asserted that the Subordinated Debentures were properly classified as stock or other equity in Best Buy, then payments on the Subordinated Debentures would not be deductible by Best Buy as interest, but instead likely would be treated as distributions to United States Holders taxable as dividends to the extent of the earnings and profits of Best Buy. Either event could have adverse tax consequences for certain United States Holders and could result in substantially reduced amounts payable to United States Holders, as well as resulting in United States Holders receiving Best Buy Series A Preferred Stock in a taxable transaction that has other possible adverse tax consequences. See "- Exchange of Preferred Securities for Best Buy Stock."
Prospective investors should also be aware that the IRS recently issued a proposed Treasury Regulation under which the IRS can disregard or recast the form of a transaction if a partnership is formed or availed of in connection with a transaction (or series of related transactions) "with a principal purpose of substantially reducing the present value of the partners' aggregate federal tax liability" in a manner inconsistent with the intent of the partnership provisions of the Code. In the view of Robins, Kaplan, Miller & Ciresi, Best Buy Capital should not be considered to be formed or availed of with such a purpose because the transactions involving Best Buy Capital do not result in tax avoidance, are structured in a manner which is consistent with the underlying economic arrangement of the parties and, therefore, are not of the type intended to fall within the scope of such proposed regulation. There can be no assurance, however, that the IRS will agree with this view. Unless otherwise noted, the remainder of this summary assumes, in accordance with the opinion of Robins, Kaplan, Miller & Ciresi, that Best Buy Capital is properly classified as a partnership and the Subordinated Debentures are properly classified as indebtedness of Best Buy for income tax purposes.
INCOME FROM PREFERRED SECURITIES
As partners in a partnership, each United States Holder of Preferred Securities will be required to include in gross income its distributive share of the net income of Best Buy Capital, which net income generally will be equal to the amount of interest received or accrued on the Subordinated Debentures. Such income will not exceed dividends received on a Preferred Security, except in the limited circumstance of original issue discount. See " -Original Issue Discount" below. Any amount so included in a United States Holder's gross income will increase its tax basis in the Preferred Securities, and the amount of distributions of cash or other property by Best Buy Capital to the United States Holder will reduce such United States Holder's tax basis in the Preferred Securities. No portion of the amounts received on the Preferred Securities will be eligible for the dividends received deduction.
ORIGINAL ISSUE DISCOUNT
Under Treasury Regulations, the stated interest payments on the Subordinated Debentures will be treated as "original issue discount" because of the option that Best Buy has, under the terms of the Subordinated Debentures, to extend interest payment periods for up to 60 months. Under the Code, United States Holders of debt with original issue discount must include that discount in income on an economic accrual basis and before the receipt of cash attributable to the interest regardless of their method of tax accounting. Except to the extent Best Buy exercises its option to extend interest payment periods, the characterization of the stated interest on the Subordinated Debentures as original issue discount will not affect the timing or amount of income reportable by United States Holders of the Preferred Securities. In the event that the interest payment period is extended, Best Buy Capital will continue to accrue income equal to the amount of the interest payment due at the end of the extended interest payment period on an economic accrual basis over the length of the extended interest payment period.
Accrued income will be allocated, but not distributed, to United States Holders of record on the Business Day preceding the last day of each calendar month. As a result, United States Holders of record during an extended interest payment period will include interest in gross income in advance of
60

the receipt of cash, and any such United States Holder who disposes of Preferred Securities prior to the record date for the payment of dividends following such extended interest payment period will include such United States Holder's allocable share of such interest in gross income but will not receive any cash related thereto. The tax basis of a Preferred Security will be increased by the amount of any interest that is included in income without a corresponding receipt of cash and will be decreased when and if such cash is subsequently received from Best Buy Capital.
DISPOSITION OF PREFERRED SECURITIES
Generally, capital gain or loss will be recognized on a sale of Preferred Securities, including a complete redemption for cash, equal to the difference between the amount realized and the United States Holder's tax basis in the Preferred Securities sold. Gain or loss recognized by a United States Holder on the sale or exchange of a Preferred Security held for more than one year generally will be taxable as long-term capital gain or loss. The adjusted tax basis of the Preferred Securities sold will equal the amount paid for the Preferred Securities, plus accrued but unpaid original issue discount, if any, as described herein allocated to such United States Holder and reduced by any cash or other property distributed to such United States Holder by Best Buy Capital. A United States Holder acquiring Preferred Securities at different prices may be required to maintain a single aggregate adjusted tax basis in Preferred Securities, and, upon sale or other disposition of some of the Preferred Securities, allocate a pro rata portion of such aggregate tax basis to the Preferred Securities sold (rather than maintaining a separate tax basis in each Preferred Security for purposes of computing gain or loss on a sale of that Preferred Security).
Best Buy Capital will allocate income to United States Holders of Preferred Securities on the Business Day preceding the last day of each calendar month. As a result of such monthly allocation, a United States Holder purchasing Preferred Securities may be allocated tax items attributable to periods before the transfer. The use of such monthly allocation may not be permitted under applicable Treasury Regulations, and, if not allowed, taxable income of Best Buy Capital may be reallocated among United States Holders of Preferred Securities. The General Partner is authorized to adjust allocations if necessary to reflect the economic income of United States Holders or as otherwise required by the Code.
EXCHANGE OF PREFERRED SECURITIES FOR BEST BUY STOCK
A United States Holder should not recognize gain or loss upon the exchange, through the Conversion Agent, of Preferred Securities for a proportionate share of the Subordinated Debentures held by Best Buy Capital. Except to the extent attributable to accrued but unpaid interest on the Subordinated Debentures, a United States Holder should not recognize gain or loss upon the conversion, through the Conversion Agent, of Subordinated Debentures for Best Buy Common Stock or Depository Shares representing Best Buy Series A Preferred Stock. A United States Holder will recognize gain, however, upon the receipt of cash in lieu of a fractional share of Best Buy Common Stock or Depository Shares representing Best Buy Series A Preferred Stock equal to the amount of cash received less the United States Holder's tax basis in such fractional share. A United States Holder's tax basis in the Best Buy Common Stock or the Depository Shares representing Best Buy Series A Preferred Stock received upon exchange and conversion should generally be equal to the United States Holder's tax basis in the Preferred Securities delivered to the Conversion Agent for exchange less the basis allocated to any fractional share for which cash is received. A United States Holder's holding period in the Best Buy Common Stock or the Depository Shares representing Best Buy Series A Preferred Stock received upon exchange and conversion should generally begin on the date the United States Holder acquired the Preferred Securities delivered to the Conversion Agent for exchange.
ADJUSTMENT OF CONVERSION PRICE
Treasury Regulations promulgated under section 305 of the Code would treat Best Buy Capital (and, thus, United States Holders of Preferred Securities) as having received a constructive distribution from Best Buy in the event the conversion ratio of the Subordinated Debentures were adjusted if (i) as a result of such adjustment, the proportionate interest of Best Buy Capital in the assets or earnings and profits of Best Buy were increased and (ii) the adjustment was not made pursuant to a bona fide,
61

reasonable antidilution formula. An adjustment in the conversion ratio would not be considered made pursuant to such a formula if the adjustment was made to compensate for certain taxable distributions with respect to the stock into which the Subordinated Debentures are convertible. Thus, under certain circumstances, a reduction in the conversion price for the Subordinated Debentures is likely to be taxable to Best Buy Capital as a dividend to the extent of the current or accumulated earnings and profits of Best Buy. The United States Holders of the Preferred Securities would be required to include their allocable share of such constructive dividend in gross income but will not receive any cash related thereto. In addition, the failure to fully adjust the conversion price of the Subordinated Debentures to reflect distributions of stock dividends with respect to the Best Buy Common Stock may result in a taxable dividend to the United States Holders of the Best Buy Common Stock.
Similarly, under Section 305 of the Code, adjustments to the conversion price of the Best Buy Series A Preferred Stock, which may occur under certain circumstances, may result in deemed dividend income to United States Holders of the Depository Shares representing Best Buy Series A Preferred Stock if such adjustments are not made pursuant to a bona fide, reasonable antidilution formula, and failure to make such adjustments to the conversion price of the Best Buy Series A Preferred Stock may result in deemed dividend income to United States Holders of the Best Buy Common Stock.
BEST BUY CAPITAL INFORMATION RETURNS AND AUDIT PROCEDURES
The General Partner in Best Buy Capital will furnish each United States Holder with a Schedule K-1 each year setting forth such United States Holder's allocable share of income for the prior calendar year. The General Partner is required to furnish such Schedule K-1 as soon as practicable following the end of the taxable year, but in any event prior to March 15th of each succeeding year.
Any person who holds Preferred Securities as nominee for another person is required to furnish to Best Buy Capital (a) the name, address and taxpayer identification number of the beneficial owner and the nominee; (b) information as to whether the beneficial owner is (i) a person that is not a United States person, (ii) a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing, or owned agency or instrumentality of either of the foregoing, or (iii) a tax-exempt entity; (c) the amount and description of Preferred Securities held, acquired or transferred for the beneficial owner; and (d) certain information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. Brokers and financial institutions are required to furnish additional information, including whether they are United States persons and certain information on Preferred Securities they acquire, hold or transfer for their own accounts. A penalty of $50 per failure (up to a maximum of $100,000 per calendar year) is imposed by the Code for failure to report such information to Best Buy Capital. The nominee is required to supply the beneficial owners of the Preferred Securities with the information furnished to Best Buy Capital.
The General Partner, as the tax matters partner, will be responsible for representing the United States Holders in any dispute with the IRS. The Code provides for administrative examination of a partnership as if the partnership were a separate and distinct taxpayer. Generally, the statute of limitations for partnership items does not expire before three years since the later of the filing or the last date for filing of the partnership information returns. Any adverse determination following an audit of the return of Best Buy Capital by the appropriate taxing authorities could result in an adjustment of the returns of the United States Holders, and, under certain circumstances, a United States Holder may be precluded from separately litigating a proposed adjustment to the items of the partnership. An adjustment could also result in an audit of a United States Holder's return and adjustments of items not related to the income and losses of Best Buy Capital.
FOREIGN HOLDERS
Ownership of Preferred Securities by nonresident aliens, foreign corporations and other foreign persons raises tax considerations unique to such persons and may have substantially adverse tax consequences to them. Therefore, prospective investors who are foreign persons or which are foreign
62

entities are urged to consult with their U.S. tax advisors as to whether an investment in a Preferred Security represents an appropriate investment in light of those unique tax considerations and possible adverse tax consequences.
BACKUP WITHHOLDING AND INFORMATION REPORTING
In general, information reporting requirements will apply to payments on and payments of the proceeds of the sale of Preferred Securities, Best Buy Series A Preferred Stock or Best Buy Common Stock within the United States to noncorporate United States Holders and "backup withholding" at a rate of 31% will apply to such payments if the United States Holder fails to provide an accurate taxpayer identification number.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A UNITED STATES HOLDER'S PARTICULAR SITUATION. UNITED STATES HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
63

UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, Best Buy Capital has agreed to sell to each of the Underwriters named below, and each of such Underwriters, for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and William Blair & Company are acting as representatives, has severally agreed to purchase from Best Buy Capital, the respective number of Preferred Securities set forth opposite its name below:

                                                                                              NUMBER OF PREFERRED
                                        UNDERWRITER                                                SECURITIES
- --------------------------------------------------------------------------------------------  --------------------
Goldman, Sachs & Co. .......................................................................
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated......................................................................
Morgan Stanley & Co. Incorporated...........................................................
William Blair & Company.....................................................................

                                                                                                    ----------
    Total...................................................................................         4,000,000
                                                                                                    ----------
                                                                                                    ----------	

Under the terms and conditions of the Underwriting Agreement, the Underwriters are committed to take and pay for all such Preferred Securities offered hereby, if any are taken.
The Underwriters propose to offer the Preferred Securities in part directly to the public at the initial public offering price set forth on the cover page of this Prospectus, and in part to certain securities dealers at such price less a concession of $ per Preferred Security. The Underwriters may allow, and such dealers may reallow, a concession not in excess of $ per Preferred Security to certain brokers and dealers. After the Preferred Securities are released for sale to the public, the offering price and other selling terms may from time to time be varied by the representatives.
In view of the fact that the proceeds from the sale of the Preferred Securities will be used by Best Buy Capital to purchase the Subordinated Debentures of Best Buy, the Underwriting Agreement provides that Best Buy will pay as compensation to the Underwriters ("Underwriters' Compensation"), a commission of $ per Preferred Security.
Best Buy and Best Buy Capital have granted the Underwriters an option exercisable for 30 days after the date of this Prospectus to purchase up to an aggregate of 600,000 additional Preferred Securities solely to cover over-allotments, if any. If the Underwriters exercise their over-allotment option, the Underwriters have severally agreed, subject to certain conditions, to purchase approximately the same percentage thereof that the number of Preferred Securities to be purchased by each of them, as shown in the foregoing table, bears to the Preferred Securities offered.
Best Buy and Best Buy Capital have agreed not to offer, sell, contract to sell, or otherwise dispose of any shares of Best Buy Common Stock, any other capital stock of Best Buy, any other security convertible into or exercisable or exchangeable for Best Buy Common Stock or any such other capital stock or debt securities substantially similar to the Subordinated Debentures for a period of 180 days after the date of this Prospectus without the prior written consent of the representatives, except for (a) the Preferred Securities offered hereby, (b) Best Buy Common Stock or Best Buy Series A Preferred Stock issued or delivered upon conversion or exchange of the Subordinated Debentures, (c) securities issued or delivered upon conversion, exchange or exercise of any other securities of Best Buy outstanding on the date of this Prospectus, (d) securities issued pursuant to Best Buy's stock option or other benefit or incentive plans maintained for its officers, directors or employees, (e) securities issued in connection with mergers, acquisitions or similar transactions or (f) partnership interests of Best Buy Capital issued to Best Buy in connection with the sale of the over-allotment shares in order to maintain Best Buy's 21% interest in the total capital of Best Buy Capital.
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Certain of the Underwriters are customers of, or engage in transactions with, and from time to time have performed services for, Best Buy and its subsidiaries and associated companies in the ordinary course of business.
Prior to this Offering, there has been no public market for the Preferred Securities. Application will be made to list the Preferred Securities on the New York Stock Exchange under the symbol "BBY pfM." In order to meet one of the requirements for listing the Preferred Securities on the New York Stock Exchange, the Underwriters will undertake to sell lots of 100 or more Preferred Securities to a minimum of 2,000 beneficial holders.
Best Buy and Best Buy Capital have agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
VALIDITY OF THE SECURITIES
The validity of the Preferred Securities, the Guarantee, the Best Buy Common Stock and the Best Buy Series A Preferred Stock issuable upon conversion or exchange of the Subordinated Debentures will be passed upon for Best Buy by Robins, Kaplan, Miller & Ciresi, Minneapolis, Minnesota, and for the Underwriters by Sullivan & Cromwell, New York, New York. Additionally, certain matters as to United States taxation will be passed upon by Robins, Kaplan, Miller & Ciresi. Sullivan & Cromwell may rely on Robins, Kaplan, Miller & Ciresi as to all matters of Minnesota law, and Robins, Kaplan, Miller & Ciresi may rely upon Sullivan & Cromwell as to all matters of New York law. Elliot S. Kaplan, a member of Robins, Kaplan, Miller & Ciresi, is the Secretary and a Director of the Company. At September 1, 1994, attorneys at Robins, Kaplan, Miller & Ciresi beneficially owned 161,986 shares of the Best Buy Common Stock.
EXPERTS
The financial statements of the Company as of February 27, 1993, and February 26, 1994, and for each of the fiscal years in the three-year period ended February 26, 1994, included herein and incorporated by reference in this Prospectus, and the financial statement schedules incorporated by reference herein from the Company's Annual Report on Form 10-K, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports included herein and incorporated by reference (which reports express an unqualified opinion and include an explanatory paragraph regarding a change in accounting method for income taxes during the year ended February 26, 1994), and have been included herein in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
In August 1994, the Company retained Ernst & Young LLP as its independent auditors and dismissed Deloitte & Touche LLP. The decision to change accountants was approved by the Audit Committee of the Company's Board of Directors. The reports of Deloitte & Touche LLP for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified with respect to uncertainty, audit scope or accounting principle. During the past two fiscal years and through the date of dismissal there were no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
65

INDEX TO FINANCIAL STATEMENTS

                                                                                                               PAGE
                                                                                                             ---------
INTERIM FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheets as of August 28, 1993, and August 27, 1994..................................................        F-2
Statements of Earnings for the six months ended August 28, 1993, and August 27, 1994.......................        F-3
Statements of Cash Flows for the six months ended August 28, 1993, and August 27, 1994.....................        F-4
Statement of Shareholders' Equity for the six months ended August 27, 1994.................................        F-5
Notes to Interim Financial Statements......................................................................        F-6
ANNUAL FINANCIAL STATEMENTS
Independent Auditors' Report...............................................................................        F-7
Balance Sheets as of February 27, 1993, and February 26, 1994..............................................        F-8
Statements of Earnings for the fiscal years ended February 29, 1992, February 27, 1993 and February 26,
 1994......................................................................................................        F-9
Statements of Cash Flows for the fiscal years ended February 29, 1992, February 27, 1993 and February 26,
 1994......................................................................................................       F-10
Statements of Shareholders' Equity for the fiscal years ended February 29, 1992, February 27, 1993 and
 February 26, 1994.........................................................................................       F-11
Notes to Annual Financial Statements.......................................................................       F-12	

F-1

BEST BUY CO., INC.
BALANCE SHEETS
 (UNAUDITED)

($ IN 000, EXCEPT PER SHARE AMOUNTS)
ASSETS

                                                                                        AUGUST 28,    AUGUST 27,
                                                                                           1993          1994
                                                                                        -----------  -------------
CURRENT ASSETS:
  Cash and cash equivalents...........................................................  $    43,888  $      47,427
  Receivables.........................................................................       37,606         87,804
  Merchandise inventories.............................................................      468,963        863,500
  Deferred income taxes...............................................................        9,649         14,157
  Prepaid expenses....................................................................        1,415          5,958
                                                                                        -----------  -------------
    Total current assets..............................................................      561,521      1,018,846
PROPERTY AND EQUIPMENT, at cost:
  Land and buildings..................................................................        7,392         75,982
  Property under capital leases.......................................................       14,930         21,902
  Leasehold improvements..............................................................       35,821         69,079
  Furniture, fixtures and equipment...................................................       94,443        145,449
                                                                                        -----------  -------------
                                                                                            152,586        312,412
  Less accumulated depreciation and amortization......................................       50,891         77,286
                                                                                        -----------  -------------
    Net total property and equipment..................................................      101,695        235,126
OTHER ASSETS:
  Deferred income taxes...............................................................        6,385          8,105
  Other assets........................................................................        3,046          8,828
                                                                                        -----------  -------------
    Total other assets................................................................        9,431         16,933
                                                                                        -----------  -------------
TOTAL ASSETS..........................................................................  $   672,647  $   1,270,905
                                                                                        -----------  -------------
                                                                                        -----------  -------------	

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Note payable, bank.................................................             $   95,000
  Obligations under financing arrangements...........................  $  27,873      23,713
  Accounts payable...................................................    229,470     481,440
  Accrued salaries and related expenses..............................     12,963      19,181
  Accrued liabilities................................................     23,166      47,524
  Deferred service plan revenue and warranty reserve.................     16,750      20,774
  Accrued income taxes...............................................      3,722       3,583
  Current portion of long-term debt..................................      6,326       9,144
                                                                       ---------  ----------
    Total current liabilities........................................    320,270     700,359
Deferred service plan revenue and warranty reserve...................     23,988      31,887
Long-Term Debt.......................................................     50,907     211,013
SHAREHOLDERS' EQUITY:
  Preferred stock, $1.00 par value; authorized 400,000 shares; none
   issued
  Common stock, $.10 par value; authorized 120,000,000 shares; issued
   and outstanding 41,630,000 and 42,067,000 shares, respectively....      2,082       4,207
  Additional paid-in capital.........................................    222,732     226,330
  Retained earnings..................................................     52,668      97,109
                                                                       ---------  ----------
    Total shareholders' equity.......................................    277,482     327,646
                                                                       ---------  ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...........................  $ 672,647  $1,270,905
                                                                       ---------  ----------
                                                                       ---------  ----------	

See notes to interim financial statements.
F-2

BEST BUY CO., INC.
STATEMENTS OF EARNINGS
 (UNAUDITED)

($ IN 000, EXCEPT PER SHARE AMOUNTS)

                                                                                            SIX MONTHS ENDED
                                                                                      ----------------------------
                                                                                       AUGUST 28,     AUGUST 27,
                                                                                          1993           1994
                                                                                      -------------  -------------

Revenues............................................................................  $   1,004,899  $   1,782,575
Cost of goods sold..................................................................        836,225      1,531,439
                                                                                      -------------  -------------
Gross profit........................................................................        168,674        251,136
Selling, general and administrative expenses........................................        151,910        221,791
                                                                                      -------------  -------------
Operating income....................................................................         16,764         29,345
Interest expense, net...............................................................          1,949          9,775
                                                                                      -------------  -------------
Earnings before income taxes and cumulative effect of change in accounting
 principle..........................................................................         14,815         19,570
Income taxes........................................................................          5,705          7,729
                                                                                      -------------  -------------
Earnings before cumulative effect of change in accounting principle.................          9,110         11,841
Cumulative effect of change in accounting for income taxes..........................           (425)
                                                                                      -------------  -------------
Net earnings........................................................................  $       8,685  $      11,841
                                                                                      -------------  -------------
                                                                                      -------------  -------------
Earnings per share:
  Earnings before cumulative effect of change in accounting principle...............  $         .23  $         .27
  Cumulative effect of change in accounting for income taxes........................           (.01)
                                                                                      -------------  -------------
Net earnings per share..............................................................  $         .22  $         .27
                                                                                      -------------  -------------
                                                                                      -------------  -------------
Weighted average common shares outstanding (000)....................................         39,292         43,226
                                                                                      -------------  -------------
                                                                                      -------------  -------------	

See notes to interim financial statements.
F-3

BEST BUY CO., INC.
STATEMENTS OF CASH FLOWS
 (UNAUDITED)

($ IN 000)

                                                                                             SIX MONTHS ENDED
                                                                                        --------------------------
                                                                                         AUGUST 28,    AUGUST 27,
                                                                                            1993          1994
                                                                                        ------------  ------------
OPERATING ACTIVITIES:
  Net earnings........................................................................  $      8,685  $     11,841
  Charges to earnings not affecting cash:
    Depreciation and amortization.....................................................         9,369        16,632
    (Gain) Loss on disposal of property and equipment.................................           414            (4)
    Cumulative effect of change in accounting for income taxes........................           425
                                                                                        ------------  ------------
                                                                                              18,893        28,469
  Changes in operating assets and liabilities:
    Receivables.......................................................................           362       (22,879)
    Merchandise inventories...........................................................      (218,972)     (225,550)
    Prepaid income taxes and expenses.................................................        (1,762)       (7,298)
    Accounts payable..................................................................       111,132       187,380
    Accrued salaries and related expenses.............................................           613          (138)
    Other current liabilities.........................................................         2,122         1,659
    Deferred service plan revenues and warranty reserve...............................         1,774         5,305
                                                                                        ------------  ------------
      Total cash used in operating activities.........................................       (85,838)      (33,052)
INVESTING ACTIVITIES:
  Additions to property and equipment.................................................       (28,711)      (81,983)
  Recoverable store development expenditures..........................................                     (11,981)
  Proceeds from sale/leaseback transactions...........................................        44,460         7,954
  Sale of property and equipment......................................................            46            53
  Decrease in other assets............................................................        (1,556)         (747)
                                                                                        ------------  ------------
    Total cash provided by (used in) investing activities.............................        14,239       (86,704)
FINANCING ACTIVITIES:
  Common stock issued.................................................................        86,513         4,361
  Borrowings on revolving credit line.................................................        59,300       322,800
  Payments on revolving credit line...................................................       (63,000)     (227,800)
  Borrowings on long-term debt........................................................         5,311
  Payments on long-term debt..........................................................        (2,777)       (4,607)
  Increase in obligations under financing arrangements................................        23,002        12,557
                                                                                        ------------  ------------
    Total cash provided by financing activities.......................................       108,349       107,311
                                                                                        ------------  ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS......................................        36,750       (12,445)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD......................................         7,138        59,872
                                                                                        ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............................................  $     43,888  $     47,427
                                                                                        ------------  ------------
                                                                                        ------------  ------------
Supplemental cash flow information:
  Non-cash investing and financing activities:
    Leased asset additions............................................................  $        829  $      5,054
  Cash paid during the period for:
    Interest (net of amount capitalized)..............................................  $      1,975  $      9,423
    Income taxes......................................................................  $      8,685  $     15,093	

See notes to interim financial statements.
F-4

BEST BUY CO., INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED AUGUST 27, 1994
 (UNAUDITED)

($ IN 000)

                                                          ADDITIONAL
                                                  COMMON   PAID IN     RETAINED
                                                  STOCK    CAPITAL     EARNINGS
                                                  ------  ----------   --------
Balance, February 26, 1994......................  $2,087   $ 224,089   $ 85,268
Stock options exercised.........................     31        4,330
Effect of two-for-one stock split...............  2,089       (2,089)
Net earnings for the six months ended August 27,
 1994...........................................                         11,841
                                                  ------  ----------   --------
Balance, August 27, 1994........................  $4,207   $ 226,330   $ 97,109
                                                  ------  ----------   --------
                                                  ------  ----------   --------	

See notes to interim financial statements.
F-5

BEST BUY CO., INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The balance sheets as of August 28, 1993, and August 27, 1994, the related statements of earnings and cash flows for the six month periods ended August 28, 1993, and August 27, 1994, and the statement of changes in shareholders' equity for the six months ended August 27, 1994, are unaudited; in the opinion of management all adjustments necessary for a fair presentation of such financial statements have been included and were normal and recurring in nature. Interim results are not necessarily indicative of results for a full year. The financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's annual report to shareholders for the fiscal year ended February 26, 1994.
2. INCOME TAXES:
Income taxes are provided based upon management's estimate of the annual effective tax rate.
3. STOCK SPLIT:
The Company effected a two-for-one stock split in the form of a stock dividend in April 1994. All common share and per share data reflect this stock split.
4. BANK REVOLVING LINE OF CREDIT:
On July 29, 1994 the Company increased its bank line of credit to allow seasonal borrowings of up to $400 million.
F-6

INDEPENDENT AUDITORS' REPORT
Shareholders and Board of Directors
Best Buy Co., Inc.
Minneapolis, Minnesota
We have audited the accompanying balance sheets of Best Buy Co., Inc. (the Company) as of February 27, 1993, and February 26, 1994, and the related statements of earnings, shareholders' equity, and cash flows for the years ended February 29, 1992, February 27, 1993, and February 26, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of Best Buy Co., Inc., as of February 27, 1993 and February 26, 1994, and the results of its operations and cash flows for the years ended February 29, 1992, February 27, 1993, and February 26, 1994, in conformity with generally accepted accounting principles.
As discussed in Note 7 to the financial statements, the Company changed its method of accounting for income taxes during the year ended February 26, 1994.
Deloitte & Touche LLP
Minneapolis, Minnesota
April 13, 1994
F-7

BEST BUY CO., INC.
BALANCE SHEETS
 ($ IN 000, EXCEPT PER SHARE AMOUNTS)
ASSETS

                                                       FEBRUARY      FEBRUARY
                                                       27, 1993      26, 1994
                                                      -----------   -----------
Current Assets:
  Cash and cash equivalents.........................   $  7,138      $ 59,872
  Receivables.......................................     37,968        52,944
  Merchandise inventories...........................    249,991       637,950
  Deferred income taxes.............................      9,497        13,088
  Prepaid expenses..................................        332           756
                                                      -----------   -----------
    Total current assets............................    304,926       764,610
Property and Equipment:
  Land and buildings................................     45,676        37,660
  Leasehold improvements............................     33,222        55,279
  Furniture, fixtures and equipment.................     76,806       122,683
  Property under capital leases.....................     14,163        17,870
                                                      -----------   -----------
                                                        169,867       233,492
  Less accumulated depreciation and amortization....     43,425        60,768
                                                      -----------   -----------
    Net property and equipment......................    126,442       172,724
Other Assets:
  Deferred income taxes.............................      6,284         7,078
  Other assets......................................      1,490         8,082
                                                      -----------   -----------
    Total other assets..............................      7,774        15,160
                                                      -----------   -----------
      Total Assets..................................   $439,142      $952,494
                                                      -----------   -----------
                                                      -----------   -----------

                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Note payable, bank................................   $  3,700
  Obligations under financing arrangements..........      4,871      $ 11,156
  Accounts payable..................................    118,338       294,060
  Accrued salaries and related expenses.............     12,350        19,319
  Accrued liabilities...............................     18,221        37,754
  Deferred service plan revenue and warranty
   reserve..........................................     16,240        19,146
  Accrued income tax................................      6,545        11,694
  Current portion of long term debt.................      5,740         8,899
                                                      -----------   -----------
    Total current liabilities.......................    186,005       402,028
Deferred Service Plan Revenue and Warranty
 Reserve............................................     22,724        28,211
Long Term Debt......................................     48,130       210,811
Commitments and Contingencies
Shareholders' Equity:
  Preferred stock, $1.00 par value:
    Authorized - 400,000 shares; Issued and
     Outstanding - none
  Common stock, $.10 par value:
    Authorized - 120,000,000 shares; Issued and
     Outstanding 34,486,000 and 41,742,000 shares,
     respectively...................................      1,149         2,087
  Additional paid-in capital........................    137,151       224,089
  Retained earnings.................................     43,983        85,268
                                                      -----------   -----------
    Total shareholders' equity......................    182,283       311,444
                                                      -----------   -----------
      Total Liabilities and Shareholders' Equity....   $439,142      $952,494
                                                      -----------   -----------
                                                      -----------   -----------	

See notes to annual financial statements.
F-8

BEST BUY CO., INC.
STATEMENTS OF EARNINGS
 ($ IN 000, EXCEPT PER SHARE AMOUNTS)

                                              FOR THE FISCAL YEARS ENDED
                                        ---------------------------------------
                                         FEBRUARY      FEBRUARY      FEBRUARY
                                         29, 1992      27, 1993      26, 1994
                                        -----------   -----------   -----------
Revenues..............................   $929,692     $ 1,619,978   $ 3,006,534
Cost of goods sold....................    748,630       1,335,944     2,549,609
                                        -----------   -----------   -----------
Gross profit..........................    181,062         284,034       456,925
Selling, general and administrative
 expenses.............................    162,286         248,126       379,747
                                        -----------   -----------   -----------
Operating income......................     18,776          35,908        77,178
Interest expense, net.................      3,415           3,883         8,800
                                        -----------   -----------   -----------
Earnings before income taxes and
 cumulative effect of change in
 accounting principle.................     15,361          32,025        68,378
Income taxes..........................      5,760          12,170        26,668
                                        -----------   -----------   -----------
Earnings before cumulative effect of
 change in accounting principle.......      9,601          19,855        41,710
Cumulative effect of change in
 accounting for income taxes..........                                     (425)
                                        -----------   -----------   -----------
  Net earnings........................   $  9,601     $    19,855   $    41,285
                                        -----------   -----------   -----------
                                        -----------   -----------   -----------
Earnings per share:
  Earnings before cumulative effect of
   change in accounting principle.....   $    .33     $       .57   $      1.01
  Cumulative effect of change in
   accounting for income taxes........                                     (.01)
                                        -----------   -----------   -----------
    Net earnings per share............   $    .33     $       .57   $      1.00
                                        -----------   -----------   -----------
                                        -----------   -----------   -----------
Weighted average common shares
 outstanding (000)....................     28,848          34,776        41,336
                                        -----------   -----------   -----------
                                        -----------   -----------   -----------	

See notes to annual financial statements.
F-9

BEST BUY CO., INC.
STATEMENTS OF CASH FLOWS
 ($ IN 000)

                                                                                  FOR THE FISCAL YEARS ENDED
                                                                           ----------------------------------------
                                                                           FEBRUARY 29,  FEBRUARY 27,  FEBRUARY 26,
                                                                               1992          1993          1994
                                                                           ------------  ------------  ------------
OPERATING ACTIVITIES
  Net earnings...........................................................   $    9,601    $   19,855    $   41,285
  Charges to earnings not affecting cash:
    Depreciation and amortization........................................       10,013        14,832        22,412
    Loss on disposal of property and equipment...........................          437           545           719
    Cumulative effect of change in accounting for income taxes...........                                      425
                                                                           ------------  ------------  ------------
                                                                                20,051        35,232        64,841
  Changes in operating assets and liabilities:
    Receivables..........................................................       (7,265)      (21,987)      (14,976)
    Merchandise inventories..............................................      (40,154)     (114,153)     (387,959)
    Deferred income taxes and prepaid expenses...........................         (225)       (2,063)       (5,234)
    Accounts payable.....................................................       26,770        49,668       175,722
    Other current liabilities............................................        7,062        16,106        33,014
    Deferred service plan revenues and warranty reserve..................           16         6,148         8,393
                                                                           ------------  ------------  ------------
      Total cash provided by (used in) operating activities..............        6,255       (31,049)     (126,199)
                                                                           ------------  ------------  ------------
INVESTING ACTIVITIES
  Additions to property and equipment....................................      (25,279)      (74,891)     (101,412)
  Sale of property and equipment.........................................          114            27        44,506
  Decrease (increase) in other assets....................................          358        (1,180)       (6,592)
                                                                           ------------  ------------  ------------
      Total cash used in investing activities............................      (24,807)      (76,044)      (63,498)
                                                                           ------------  ------------  ------------
FINANCING ACTIVITIES
  Borrowings on revolving credit line....................................       47,200       298,900        79,500
  Payments on revolving credit line......................................      (47,200)     (295,200)      (83,200)
  Long-term debt borrowings..............................................       15,018        29,700       160,310
  Long-term debt payments................................................       (1,696)      (37,515)       (6,977)
  Common stock issued....................................................       91,226         4,860        86,513
  Increase (decrease) in obligations under financing arrangements........         (270)          697         6,285
                                                                           ------------  ------------  ------------
      Total cash provided by financing activities........................      104,278         1,442       242,431
                                                                           ------------  ------------  ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.........................       85,726      (105,651)       52,734
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.........................       27,063       112,789         7,138
                                                                           ------------  ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD...............................   $  112,789    $    7,138    $   59,872
                                                                           ------------  ------------  ------------
                                                                           ------------  ------------  ------------
Supplemental cash flow information:
  Non-cash investing and financing activities:
    Capital lease additions..............................................   $    3,963    $    8,705    $    3,807
    Land and building acquired on contract for deed......................                               $    8,700
  Cash paid during the period for:
    Interest (net of amount capitalized).................................   $    4,460    $    5,385    $    5,360
    Income taxes.........................................................   $    4,753    $    7,174    $   25,442	

See notes to annual financial statements.
F-10

BEST BUY CO., INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
 ($ IN 000)

                                                          ADDITIONAL
                                                  COMMON   PAID-IN     RETAINED
                                                  STOCK    CAPITAL     EARNINGS
                                                  ------  ----------   --------
BALANCES AT MARCH 2, 1991.......................  $ 829    $  41,385   $ 14,527
Sale of common stock............................    270       87,705
Stock options exercised.........................     23        1,937
Tax benefit from stock options exercised........               1,291
Net earnings....................................                          9,601
                                                  ------  ----------   --------
BALANCES AT FEBRUARY 29, 1992...................  1,122      132,318     24,128
Stock options exercised.........................     27        2,311
Tax benefit from stock options exercised........               2,522
Net earnings....................................                         19,855
                                                  ------  ----------   --------
BALANCES AT FEBRUARY 27, 1993...................  1,149      137,151     43,983
Sale of common stock............................    234       85,294
Stock options exercised.........................     10          977
Tax benefit from stock options exercised........               1,363
Effect of three-for-two stock split.............    694         (696)
Net earnings....................................                         41,285
                                                  ------  ----------   --------
BALANCES AT FEBRUARY 26, 1994...................  $2,087   $ 224,089   $ 85,268
                                                  ------  ----------   --------
                                                  ------  ----------   --------	

See notes to annual financial statements.
F-11

BEST BUY CO., INC.
NOTES TO ANNUAL FINANCIAL STATEMENTS
 ($ IN 000, EXCEPT PER SHARE AMOUNTS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
DESCRIPTION OF BUSINESS:
The Company sells consumer electronics, personal computer and other home office products, major appliances, entertainment software, and related accessories through its retail stores.
CASH AND CASH EQUIVALENTS:
The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents.
MERCHANDISE INVENTORIES:
Merchandise inventories are recorded at the lower of average cost or market.
PROPERTY AND EQUIPMENT:
Property and equipment are recorded at cost. Depreciation, including amortization of property under capital leases, is computed on the straight-line method over the estimated useful lives of the assets, or, in the case of leasehold improvements, over the shorter of the estimated useful lives or lease terms.
ACCOUNTS PAYABLE:
Under the Company's cash management system, checks issued but not cleared through the bank account frequently result in a cash overdraft in the accounting records. Overdraft balances of $46,548 and $90,119 at February 27, 1993, and February 26, 1994, respectively, are included in accounts payable.
PRE-OPENING COSTS:
Costs incurred in connection with the opening of new stores are expensed in the year the store is opened. Pre-opening costs were $2,295, $6,231 and $7,335 in fiscal 1992, 1993, and 1994, respectively.
DEFERRED SERVICE PLAN REVENUE AND WARRANTY RESERVE:
Revenue from the sale of extended service contracts, net of direct selling expenses, is recognized straight-line over the life of the contract. Costs related to servicing the plans are expensed as incurred. Estimated costs of promotional contracts, included with products at no cost to the consumer, are accrued as warranty reserve at the time of product sale.
EARNINGS PER SHARE:
Earnings per share is computed on the basis of the weighted average number of common shares outstanding during each period, adjusted for 1,458,000, 902,000 and 1,300,000 incremental shares assumed issued on the exercise of stock options in fiscal 1992, 1993 and 1994, respectively. In September 1993, the Company effected a three-for-two stock split in the form of a 50% stock dividend. In April 1994, the Company effected a two-for-one stock split payable in the form of a stock dividend. All common share and per share information has been adjusted to reflect both splits.
FISCAL YEAR:
The Company's fiscal year ends on the Saturday nearest the end of February. All years presented contained 52 weeks.
F-12

BEST BUY CO., INC.
NOTES TO ANNUAL FINANCIAL STATEMENTS (CONTINUED)
 ($ IN 000, EXCEPT PER SHARE AMOUNTS)
2. OBLIGATIONS UNDER FINANCING ARRANGEMENTS:
The Company has two inventory financing credit lines, which total approximately $175,000. Borrowings are collaterized by a security interest in certain merchandise inventories approximating the outstanding borrowings. The lines have provisions that give the financing sources a portion of the cash discounts provided by the manufacturers.
3. BORROWINGS:

                                                       FEBRUARY      FEBRUARY
                                                       27, 1993      26, 1994
                                                      -----------   -----------
Senior Subordinated Notes...........................                 $150,000
Subordinated Notes..................................    $21,904        21,904
Equipment financing loans...........................     19,957        25,306
Obligations under capital leases....................     12,009        13,800
Contract for deed...................................                    8,700
                                                      -----------   -----------
                                                         53,870       219,710
Less:
Current portion of long term debt...................      5,740         8,899
                                                      -----------   -----------
                                                        $48,130      $210,811
                                                      -----------   -----------
                                                      -----------   -----------	

CREDIT AGREEMENT:
The Company has a credit agreement (the "Agreement") that contains a revolving credit facility under which the Company can borrow up to $125,000. The Agreement provides that up to $40,000 of the facility is available at all times and an additional $85,000 is available from August 1 to December 31. The Agreement expires in June 1995, and the Company has the option to extend the Agreement for an additional year.
Borrowings under the facility are unsecured. Interest on borrowings is at the agent bank's reference rate or LIBOR plus a specified margin. The Company also pays certain commitment and agent fees.
The Agreement contains covenants that require maintenance of certain financial ratios and place limits on annual capital expenditures. The Agreement also provides that once a year, the Company must repay any amounts outstanding, and for a period of not less than 60 days thereafter, the aggregate principal amount outstanding is limited to $10,000. There were no balances outstanding under the facility at February 26, 1994. At February 27, 1993 there was $3,700 outstanding under the previous facility.
SENIOR SUBORDINATED NOTES:
In October 1993, the Company issued $150,000 of senior subordinated notes. The notes mature on October 1, 2000, and bear interest at 8 5/8%. The Company may, at its option, redeem the notes prior to maturity at 102.5% and 101.25% of par in 1998 and 1999, respectively. The Company may be required to offer early redemption in the event of a change in control, as defined.
The notes are unsecured and subordinate to the prior payment of all senior debt, which approximates $58,962 at February 26, 1994. The indenture also contains provisions, which limit the amount of additional borrowings the Company may incur and limit the Company's ability to pay dividends and make other restricted payments.
F-13

BEST BUY CO., INC.
NOTES TO ANNUAL FINANCIAL STATEMENTS (CONTINUED)
 ($ IN 000, EXCEPT PER SHARE AMOUNTS)
3. BORROWINGS: (CONTINUED) SUBORDINATED NOTES:
The Company has an $18,000 unsecured, subordinated note outstanding which bears interest at 9.95% and matures on July 30, 1999. In addition, the Company has $3,904 of unsecured, subordinated notes due June 15, 1997 which bear interest at 9%.
EQUIPMENT FINANCING LOANS:
The equipment financing loans require monthly or quarterly payments and have maturity dates between June 1996 and October 1998. The interest rates on these loans range from 7.54% to 11.15%. Furniture and fixtures with a book value of $23,704 are pledged against these loans.
CONTRACT FOR DEED:
The Company purchased its corporate office building on a contract for deed. The contract for deed calls for semiannual interest payments of $430 with payment of the contract balance on June 12, 1996.
OBLIGATIONS UNDER CAPITAL LEASES:
The present value of future minimum lease payments relating to certain equipment and a distribution center has been capitalized. The capitalized cost is $14,163 and $17,870 at February 27, 1993, and February 26, 1994, respectively. The net book value of assets under capital leases was $12,060 and $13,439 at February 27, 1993 and February 26, 1994, respectively.
FUTURE MATURITIES OF DEBT:

                                                               CAPITAL   OTHER
                                                               LEASES     DEBT
                                                               -------  --------
FISCAL YEAR
- -------------------------------------------------------------
1995.........................................................  $ 3,138  $  6,422
1996.........................................................    2,872     6,452
1997.........................................................    2,540    14,697
1998.........................................................    6,126     9,005
1999.........................................................      534     1,334
Later years..................................................      104   168,000
                                                               -------  --------
                                                                15,314  $205,910
                                                                        --------
                                                                        --------
Less amount representing interest............................    1,514
                                                               -------
Minimum lease payments.......................................   13,800
Less current portion.........................................    2,477
                                                               -------
Long-term portion............................................  $11,323
                                                               -------
                                                               -------	

The fair value of the Company's financial instruments, including those with quoted market prices, approximates carrying value.
F-14

BEST BUY CO., INC.
NOTES TO ANNUAL FINANCIAL STATEMENTS (Continued)
 ($ in 000, except per share amounts)
4. OPERATING LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS:
The Company conducts the majority of its retail and distribution operations from leased locations. The Company completed the sale/leaseback of 17 stores in fiscal 1994, resulting in net proceeds of approximately $44,600, with no gain or loss recognized. The Company also leases various equipment under operating leases and, prior to January 1994, its corporate headquarters were located in leased facilities. These leases require payment of real estate taxes, insurance, and maintenance. Most of the leases contain renewal options and escalation clauses, and several require contingent rents based on specified percentages of sales. Certain leases also contain covenants with regard to maintenance of financial ratios. Future minimum lease obligations by year (not including percentage rentals) for these operating leases at February 26, 1994, are as follows:

FISCAL YEAR
- ----------------------------------------------------------------------
1995..................................................................  $ 38,954
1996..................................................................    40,457
1997..................................................................    39,772
1998..................................................................    38,625
1999..................................................................    36,244
Later years...........................................................   311,310	

The composition of the total rental expenses for all operating leases during the last three fiscal years, including leases of building and equipment, is as follows:

                                                        1992     1993     1994
                                                       -------  -------  -------
Minimum rentals......................................  $16,153  $22,757  $37,673
Percentage rentals...................................      388      405      439
                                                       -------  -------  -------
                                                       $16,541  $23,162  $38,112
                                                       -------  -------  -------
                                                       -------  -------  -------	

Five stores are leased from the Company's CEO and principal shareholder, his spouse, or partnerships in which he is a partner. Rent expense under these leases during the last three fiscal years was as follows:

                                                           1992    1993    1994
                                                          ------  ------  ------
Minimum rentals.........................................  $1,049  $1,051  $1,049
Percentage rentals......................................     388     405     423
                                                          ------  ------  ------
                                                          $1,437  $1,456  $1,472
                                                          ------  ------  ------
                                                          ------  ------  ------	

5. RETIREMENT SAVINGS PLAN:
The Company has a retirement savings plan for employees meeting certain age and service requirements. The plan provides for a Company matching contribution which is subject to annual approval. This matching contribution was $531, $697 and $906 during fiscal 1992, 1993 and 1994, respectively.
6. SHAREHOLDERS' EQUITY:
PUBLIC OFFERINGS:
In June 1993, the Company completed a public offering of 7,020,000 shares of Common Stock, including the underwriters' overallotment, at $12.83 per share. Net proceeds of the offering were $85,528 after deducting the underwriting discount and offering expenses of $4,562.
F-15

BEST BUY CO., INC.
NOTES TO ANNUAL FINANCIAL STATEMENTS (CONTINUED)
 ($ IN 000, EXCEPT PER SHARE AMOUNTS)
6. SHAREHOLDERS' EQUITY: (CONTINUED) In November 1991, the Company completed a public offering of 8,100,000 shares of Common Stock at $11.50 per share. Proceeds from this offering were $87,975 after deducting the underwriting discount and offering expenses of $5,175.
STOCK OPTIONS:
The Company sponsors two non-qualified stock option plans for directors and key employees. These plans provide for the issuance of up to 8,150,000 shares. Options may be granted only to employees or directors at option prices not less than the fair market value of the Company's Common Stock on the date of the grant. At February 26, 1994, options to purchase 3,144,000 shares are outstanding under these plans. In addition, at February 26, 1994, an option to purchase 26,000 shares is outstanding to an officer, not pursuant to a plan.
Option activity for each of the years in the period ended February 26, 1994, is as follows:

                                                                   OPTION PRICE
                                                        SHARES      PER SHARE
                                                       ---------  --------------
Outstanding March 2, 1991............................  2,271,000  $ 2.21 -  5.56
  Granted............................................    603,000    3.50 - 10.31
  Exercised..........................................   (690,000)   2.21 -  3.76
  Cancelled..........................................    (93,000)   2.75 -  5.56
                                                       ---------
Outstanding February 29, 1992........................  2,091,000    2.21 - 10.31
  Granted............................................    912,000    5.89 -  6.29
  Exercised..........................................   (837,000)   2.21 -  6.29
  Cancelled..........................................    (45,000)   2.21 -  6.29
                                                       ---------
Outstanding February 27, 1993........................  2,121,000    2.21 - 10.31
  Granted............................................  1,391,000   11.23 - 13.58
  Exercised..........................................   (240,000)   2.21 - 10.31
  Cancelled..........................................   (102,000)   2.21 - 12.00
                                                       ---------
Outstanding February 26, 1994........................  3,170,000    2.21 - 13.58
                                                       ---------
                                                       ---------
Exercisable February 26, 1994........................    934,000  $ 2.21 - 13.58
                                                       ---------
                                                       ---------	

7. INCOME TAXES:
In fiscal 1994, the Company adopted FASB Statement No. 109 "Accounting for Income Taxes" (FAS 109) and changed its method of accounting for income taxes from the deferred method to the liability method required by FAS 109. As permitted by FAS 109, prior years' financial statements have not been restated, and the effect on pre-tax income in the current year is not significant. The cumulative effect of the change as of February 28, 1993 was a charge to earnings of $425.
F-16

BEST BUY CO., INC.
NOTES TO ANNUAL FINANCIAL STATEMENTS (CONTINUED)
 ($ IN 000, EXCEPT PER SHARE AMOUNTS)
7. INCOME TAXES: (CONTINUED) Deferred taxes under FAS 109 are the result of differences between the basis of assets and liabilities for financial reporting and income tax purposes. Significant deferred tax assets and liabilities as of February 26, 1994 consist of the following:

Deferred service plan revenue and warranty reserve.....................  $18,625
Inventory..............................................................    3,326
Compensation and benefits..............................................    1,547
Other -- net...........................................................      766
                                                                         -------
    Total deferred tax assets..........................................   24,264
                                                                         -------
Property and equipment.................................................    3,988
Other -- net...........................................................      110
                                                                         -------
    Total deferred tax liabilities.....................................    4,098
                                                                         -------
Net deferred tax assets................................................  $20,166
                                                                         -------
                                                                         -------	

The deferred income tax expense (benefit) under the previous method of accounting for income taxes for fiscal 1993 and 1992 is comprised of the following:

                                                                  1992    1993
                                                                  -----  -------
Deferred service plan revenue and warranty reserve..............  $(161) $(2,308)
Depreciation expense............................................    483      826
Inventory cost capitalization...................................   (176)    (497)
Reserves for losses not currently deductible....................    (50)    (558)
Other...........................................................    (93)     (50)
                                                                  -----  -------
                                                                  $   3  $(2,587)
                                                                  -----  -------
                                                                  -----  -------	

The provision for income taxes consists of the following:

                                                         1992    1993     1994
                                                        ------  -------  -------
Current:
  Federal.............................................  $4,637  $12,129  $25,909
  State...............................................   1,120    2,628    5,882
                                                        ------  -------  -------
                                                         5,757   14,757   31,791
                                                        ------  -------  -------
Deferred:
  Federal.............................................       2   (2,118)  (4,620)
  State...............................................       1     (469)    (503)
                                                        ------  -------  -------
                                                             3   (2,587)  (5,123)
                                                        ------  -------  -------
Provision for income taxes............................  $5,760  $12,170  $26,668
                                                        ------  -------  -------
                                                        ------  -------  -------	

F-17

BEST BUY CO., INC.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
 ($ IN 000, EXCEPT PER SHARE AMOUNTS)
7. INCOME TAXES: (CONTINUED) Following is a reconciliation of the provision for income taxes to the Federal statutory rate:

                                                   1992       1993       1994
                                                  -------   --------   --------
Federal income tax at the statutory rate........  $ 5,223   $ 10,888   $ 23,932
State income taxes, net of federal benefit......      750      1,412      3,320
Effect of tax rate change on deferred taxes.....                           (309)
Tax exempt investment income....................     (281)      (228)      (341)
Other...........................................       68         98         66
                                                  -------   --------   --------
Provision for income taxes......................  $ 5,760   $ 12,170   $ 26,668
                                                  -------   --------   --------
                                                  -------   --------   --------
Effective tax rate..............................    37.5%      38.0%      39.0%	

8. LEGAL PROCEEDINGS:
The Company is involved in various legal proceedings arising during the normal course of conducting business. Management believes that the resolution of these proceedings will not have any material adverse impact on the Company's financial condition.
F-18

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF BEST BUY AND BEST BUY CAPITAL SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

TABLE OF CONTENTS

                                                        PAGE
                                                        -----
Available Information..............................           4
Incorporation of Certain Documents by Reference....           4
Prospectus Summary.................................           5
Investment Considerations..........................          11
Use of Proceeds....................................          13
Capitalization.....................................          13
Market Prices of Best Buy Common Stock.............          14
Dividend Policy....................................          14
Selected Financial and Operating Data..............          15
Management's Discussion and Analysis of Financial
 Condition and Results of Operations...............          16
Business...........................................          22
Management.........................................          31
Best Buy Capital...................................          33
Description of Securities Offered..................          33
Description of Best Buy Capital Stock..............          57
Certain Best Buy Charter and By-Law Provisions.....          58
Certain Federal Income Tax Considerations..........          59
Underwriting.......................................          64
Validity of the Securities.........................          65
Experts............................................          65
Index to Financial Statements......................         F-1	

4,000,000 PREFERRED SECURITIES
BEST BUY CAPITAL
% CONVERTIBLE MONTHLY INCOME
PREFERRED SECURITIES
GUARANTEED TO THE EXTENT
SET FORTH HEREIN BY, AND CONVERTIBLE
INTO COMMON STOCK OF,
BEST BUY CO., INC.

GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
Incorporated
WILLIAM BLAIR & COMPANY
REPRESENTATIVES OF THE UNDERWRITERS

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (1).
The following statement sets forth the estimated amounts of expenses, other than the underwriting discount, to be borne by Best Buy in connection with the distribution of the securities registered hereby.

SEC Registration Fee.............................................  $  79,311
NASD Filing Fee..................................................     23,500
New York Stock Exchange Listing Fee..............................     46,400
Printing Expenses................................................     80,000
Accounting Fees and Expenses.....................................     25,000
Legal Fees and Expenses..........................................    125,000
Blue Sky Qualification Fees and Expenses.........................     20,000
Rating Agency Fees...............................................    125,000
Trustee Fees.....................................................     10,000
Miscellaneous Expenses...........................................     15,789
                                                                   ---------
    Total........................................................  $ 550,000
                                                                   ---------
                                                                   ---------
- --------------
(1)  The  amounts set forth above, except for the SEC and NASD fees, are in each
     case estimated.	

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Best Buy is subject to Minnesota Statutes, Chapter 302A. Minnesota Statutes,
Section 302A.521, provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined) of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person (1) has not been indemnified therefor by another organization or employee benefit plan; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation in the case of acts or omissions in such person's official capacity for the corporation, or reasonably believed that the conduct was not opposed to the best interests of the corporation in the case of acts or omissions in such person's official capacity for other affiliated organizations. Reference is also made to Section 8 of the proposed form of Underwriting Agreement, filed as Exhibit 1 hereto.
As of July 1, 1994, Best Buy obtained a Directors' and Officers' Liability Insurance Policy, with coverage of $15 million, subject to various deductibles and exclusions from coverage. There is no coverage for liabilities arising in connection with the filing of a Registration Statement by Best Buy under the Securities Act of 1933 or under any underwriting agreement entered into in connection with the public offering of securities.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Best Buy and Best Buy Capital pursuant to the foregoing provisions or otherwise, Best Buy and Best Buy Capital have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Best Buy or Best Buy Capital of expenses incurred or paid by a director, officer or controlling person of Best Buy or Best Buy Capital in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Best Buy and Best Buy Capital will, unless in the opinion of their counsel the matter has
II-1

been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS.

  NUMBER                                          DESCRIPTION                                       METHOD OF FILING
- -----------  -------------------------------------------------------------------------------------  ----------------
       1     Form of Underwriting Agreement.                                                         Filed herewith
       2.1   Certificate of Limited Partnership of Best Buy Capital, L.P.                            Filed herewith
       2.2   Form of Amended and Restated Agreement of Limited Partnership of Best Buy Capital,
              L.P.                                                                                   Filed herewith
       3.1   Amended and Restated Articles of Incorporation of Best Buy Co., Inc., as amended.            (1)
       3.2   Amended and Restated By-Laws of Best Buy Co., Inc., as amended.                            (2) (3)
       3.3   Form of Certificate of Designation with respect to Best Buy Series A Preferred Stock.   Filed herewith
       4.1   Form of Best Buy Capital Preferred Securities Certificate (included in 2.2).            Filed herewith
       4.2   Form of Best Buy Series A Preferred Stock Certificate (included in 3.3).                Filed herewith
       4.3   Form of Indenture.                                                                      Filed herewith
       4.4   Form of Subordinated Debenture (included in 4.3).                                       Filed herewith
       4.5   Form of Guarantee Agreement.                                                            Filed herewith
       4.6   Form of Deposit Agreement with respect to Best Buy Series A Cumulative Preferred
              Stock.                                                                                 Filed herewith
       4.7   Form of Best Buy Common Stock Certificate.                                              Filed herewith
       5.1   Opinion of Robins, Kaplan, Miller & Ciresi, including consent.                                *
       5.2   Opinion of Robins, Kaplan, Miller & Ciresi, as to certain tax matters.                  Filed herewith
      12     Statement re: Computation of Ratio of Earnings to Combined Fixed Charges and
              Preferred Dividends.                                                                   Filed herewith
      23.1   Consent of Deloitte & Touche LLP.                                                       Filed herewith
      23.2   Consent of Robins, Kaplan, Miller & Ciresi (included in Exhibit 5).                           *
      24     Power of Attorney (included with signature page hereto).                                Filed herewith
      25     Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of
              1939 of               .                                                                      *
      27     Financial Data Schedule.                                                                Filed herewith
- --------------

 *   To be filed by amendment.

(1)  Exhibit  so marked was filed with the Securities and Exchange Commission as
     an exhibit to the Annual Report on Form 10-K of Best Buy Co., Inc. for  the
     fiscal  year  ended  February  26,  1994,  and  is  incorporated  herein by
     reference.

(2)  Exhibit so marked was filed with the Securities and Exchange Commission  on
     October  1, 1991, as an  exhibit to the Registration  Statement on Form S-3
     (Reg. No. 33-43065) of  Best Buy Co., Inc.,  and is incorporated herein  by
     reference.

(3)  Exhibit  so marked was filed with the Securities and Exchange Commission as
     an exhibit to the Quarterly Report on  Form 10-Q of Best Buy Co., Inc.  for
     the  quarter  ended  November  30,  1991  and  is  incorporated  herein  by
     reference.	

II-2

ITEM 17. UNDERTAKINGS.
1. Best Buy and Best Buy Capital hereby undertake:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement provided, however, that (i) and (ii) above do not apply if the information required to be included in a post-effective amendment thereby is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2. Best Buy and Best Buy Capital hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of Best Buy's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
4. See Item 15 for Best Buy's and Best Buy Capital's undertaking with respect to indemnification.
5. Best Buy and Best Buy Capital hereby undertake that:
(a) For purposes of determining liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in the form of prospectus filed by Best Buy and Best Buy Capital pursuant to Rule 424(b)(1) or (4) or rule 497(h) under the Securities Act of 1933 shall be deemed to be part of the registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-3

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Best Buy Co., Inc. and Best Buy Capital, L.P. certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the day of September, 1994.
BEST BUY CO., INC.

By        /s/ RICHARD M. SCHULZE

  ------------------------------------
           Richard M. Schulze
  CHAIRMAN AND CHIEF EXECUTIVE OFFICER	

Best Buy Capital, L.P.

By: Best Buy Co., Inc., its General
Partner

By        /s/ RICHARD M. SCHULZE

  ------------------------------------
           Richard M. Schulze
  CHAIRMAN AND CHIEF EXECUTIVE OFFICER	

Each person whose signature appears below constitutes and appoints RICHARD
M. SCHULZE and ALLEN U. LENZMEIER his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to the Registration Statement on Form S-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following directors and officers of Best Buy Co., Inc. in the capacities and on the date indicated.

SIGNATURE                                                            TITLE                            DATE
- ------------------------------------------------  --------------------------------------------  -----------------

             /s/ RICHARD M. SCHULZE
     --------------------------------------       Chairman and Chief Executive Officer           Sept. 29, 1994
               Richard M. Schulze                 (principal executive officer) and Director

             /s/ ALLEN U. LENZMEIER
     --------------------------------------       Executive Vice President and Chief Financial   Sept. 29, 1994
               Allen U. Lenzmeier                 Officer (principal financial officer)	

II-4

SIGNATURE                                                            TITLE                            DATE
- ------------------------------------------------  --------------------------------------------  -----------------

               /s/ ROBERT C. FOX
     --------------------------------------       Senior Vice President -- Finance and           Sept. 29, 1994
                 Robert C. Fox                    Treasurer (principal accounting officer)

            /s/ BRADBURY H. ANDERSON
     --------------------------------------       Director                                       Sept. 29, 1994
              Bradbury H. Anderson

     --------------------------------------
               Culver Davis, Jr.                  Director

     --------------------------------------
                Elliot S. Kaplan                  Director

     --------------------------------------
                 David Stanley                    Director

             /s/ FRANK D. TRESTMAN
     --------------------------------------       Director                                       Sept. 29, 1994
               Frank D. Trestman

     --------------------------------------
               James C. Wetherbe                  Director	

II-5

DRAFT OF SEPTEMBER 29, 1994
BEST BUY CAPITAL, L.P.
___% Convertible Monthly Income Preferred Securities
 (liquidation preference $50 per share)

guaranteed by
BEST BUY CO., INC.

UNDERWRITING AGREEMENT
_________ ___, 1994
Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated
William Blair & Company,
As representatives of the several Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
Best Buy Capital, L.P., a Delaware limited partnership (the "Company"), and Best Buy Co., Inc., a Minnesota corporation, as general partner in the Company and as guarantor (the "Guarantor" or "Best Buy"), propose, subject to the terms and conditions stated herein, that the Company issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of ________ (the "Firm Shares") of the Company's ___% Convertible Monthly Income Preferred Securities (liquidation preference $50 per security) representing limited partnership interests (the "Preferred Securities") and, at the election of the Underwriters, up to ________ additional Preferred Securities (the "Optional Shares") (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof being referred to collectively as the "Shares"), such Preferred Securities guaranteed pursuant to a Guarantee Agreement, dated __________, 1994 (the "Guarantee") by the Guarantor as to the payment of dividends, if, as and when declared, and as to payments on liquidation or redemption (the Preferred Securities and the Guarantee being referred to collectively as the "Securities"). The Preferred Securities are exchangeable, under certain circumstances, for ___% Convertible Subordinated Debentures of Best Buy (the "Subordinated Debentures") entitled to the benefits of an indenture (in the form filed as an exhibit to the Registration Statement referred to below, the "Indenture"), among Best Buy, the Company and __________________, as trustee (the "Trustee"), which Subordinated Debentures will be immediately converted into shares of common stock, par value $.10 per share (the "Best Buy Common Stock"), of the Guarantor or exchanged into depositary shares (the "Depositary Shares"), each representing a one one-hundredth (1/100) interest in a share

of Series A Cumulative Convertible Preferred Stock, liquidation preference $5,000 per share (the "Best Buy Preferred Stock"), of the Guarantor. The Best Buy Preferred Stock, immediately following its issuance, shall be deposited by the Guarantor with _________________, as depositary (in such capacity, the "Depositary"), against delivery of Depositary Shares evidenced by depositary receipts (the "Depositary Receipts") to be issued by the Depositary under a Deposit Agreement, to be dated as of __________, 1994 (the "Deposit Agreement"), among the Guarantor, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. Unless the context otherwise requires, references herein to the "Depositary Shares" shall include the Depositary Receipts evidencing such Depositary Shares.
1. Each of the Company and the Guarantor, jointly and severally, represents and warrants to, and agrees with, each of the Underwriters that:
(a) A registration statement on Form S-3 (File No. 33-....) in respect of the Shares, the Guarantee, the Subordinated Debentures, Best Buy Common Stock, Best Buy Preferred Stock and the Depositary Shares (collectively, the "Registered Securities") has been filed with the Securities and Exchange Commission (the "Commission"), and delivered to you; such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to you for each of the other Underwriters, have been declared effective by the Commission in such form; no other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed with the Commission; and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the "Act"), being hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with
Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the registration statement at the time it was declared effective and (ii) the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, being hereinafter collectively called the "Registration Statement"; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the
2

"Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Guarantor filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement);
(b) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter through you expressly for use therein;
(c) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter through you expressly for use therein;
(d) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto, and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information
3

furnished in writing to the Company or the Guarantor by an Underwriter through you expressly for use therein;
(e) None of the Company, the Guarantor nor any of the Guarantor's subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock or long-term debt of the Guarantor or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Guarantor or any of its subsidiaries, otherwise than as set forth or contemplated in the Prospectus;
(f) The Company, the Guarantor and the Guarantor's subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by them; and any real property and buildings held under lease by the Company, the Guarantor and the Guarantor's subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by them;
(g) The Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Minnesota, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation;
(h) The Company has been duly formed and is validly existing as a limited partnership in good standing under the Delaware Revised Uniform Limited Partnership Act, as amended (the "Partnership Act"); the Company is a special purpose limited partnership as described in the Prospectus and has conducted and will conduct no business other than the transactions contemplated by this Agreement and described in the Prospectus; the Company is not a party to or bound by any agreement or instrument other than the Amended and Restated Limited Partnership Agreement of the Company (in the form filed as an exhibit to the Registration Statement, the
4

"Partnership Agreement"), this Agreement and the Indenture; the Company has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and described in the Prospectus; and the Company is not a party to or subject to any action, suit or proceeding of any nature;
(i) Up to the date hereof, the Guarantor has been and is the sole general partner in the Company and Best Buy Financial Corporation, a Delaware corporation and a wholly-owned subsidiary of Best Buy ("Best Buy Financial"), is the sole limited partner in the Company. At the First Time of Delivery (as defined in Section 4 hereof) Best Buy will be the sole General Partner of the Company, the holders of the Securities will become limited partners of the Company and Best Buy Financial will withdraw as a limited partner; and all of the outstanding partnership interests of the Company and all of the issued shares of capital stock of the Guarantor have been duly and validly authorized and issued, are fully paid and (other than the general partnership interest in the Company) non-assessable, and conform to the descriptions thereof contained in the Prospectus;
(j) The Guarantor has an authorized capitalization as set forth in the Prospectus; the Shares have been duly and validly authorized by the Company, and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable (except as such non-assessability may be affected by matters described in the Prospectus under the caption "Best Buy Capital") and will conform to the description thereof contained in the Prospectus; the Shares will have the rights set forth in the Partnership Agreement and the terms of the Shares are valid and binding on the Company; the Shares are convertible through a conversion agent acting on behalf of the holders of Preferred Securities (the "Conversion Agent") into shares of Best Buy Common Stock and exchangeable through the Conversion Agent for Depositary Shares representing Best Buy Preferred Stock, such conversion and exchange effected in each case through an initial exchange through the Conversion Agent of Preferred Securities for all or a portion of Subordinated Debentures theretofore held by Best Buy Delaware and the immediate conversion or exchange thereof by the Conversion Agent into Best Buy Common Stock or Depositary Shares, as the case may be, all in accordance with the Partnership Agreement, the Indenture and the Deposit Agreement; the shares of Best Buy Common Stock initially issuable upon conversion of the Subordinated Debentures and the shares of Best Buy Preferred Stock initially issuable upon exchange of the Subordinated Debentures have been duly authorized and reserved for issuance and, when issued and delivered in accordance with the terms of the Subordinated Debentures, will be duly and validly issued, fully paid and non-assessable and will conform to the descriptions thereof contained in the Prospectus; the deposit of the Best Buy Preferred Stock with the Depositary upon issuance thereof has been duly authorized and when the Depositary Receipts are issued in accordance with the provisions of the Deposit Agreement, such Depositary Receipts will entitle the holders thereof to the rights specified in such Depositary Receipts and in the Deposit Agreement (subject in the case of the Deposit Agreement, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles) and the Depositary Shares will conform to the
5

description thereof in the Prospectus; the terms of the Best Buy Preferred Stock are valid and binding on Best Buy; and the holders of outstanding capital stock of the Guarantor are not entitled to preemptive or other rights afforded by the Guarantor to subscribe for the shares of Best Buy Common Stock or the shares of Best Buy Preferred Stock issuable upon conversion or exchange of the Shares;
(k) The Guarantee, the Subordinated Debentures, the Deposit Agreement and the Indenture (collectively, the "Guarantor Agreements") have each been duly authorized by the Guarantor and when validly executed and delivered by the Guarantor and, in the case of the Indenture, by the Company and the Trustee and in the case of the Deposit Agreement, by the Depositary, will constitute legal, valid and binding obligations of the Guarantor, enforceable in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Partnership Agreement has been duly authorized, validly executed and delivered by the Guarantor and Best Buy Financial and constitutes a legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Subordinated Debentures are entitled to the benefits provided by the Indenture; the Indenture has been duly qualified under the Trust Indenture Act; and the Guarantor Agreements and the Partnership Agreement conform to the descriptions thereof in the Preliminary Prospectus and will conform to the descriptions thereof in the Prospectus;
(l) The Indenture has been duly authorized by the Company and, when validly executed and delivered by the Company, the Guarantor and the Trustee, will constitute a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles;
(m) Best Buy is the sole general partner in the Company; and all of the issued limited partnership interests of the Company other than the Shares are owned by Best Buy, free and clear of all liens, encumbrances, equities or claims;
(n) The issue and sale of the Shares by the Company, the purchase of the Subordinated Debentures by the Company, the exchange by the Company of Subordinated Debentures held by it for Preferred Securities in connection with the conversion or exchange of the Preferred Securities for Best Buy Common Stock or Best Buy Preferred Stock, the compliance by the Company with all of the provisions of this Agreement, the execution, delivery and performance by the Company of the Indenture and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the
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Partnership Agreement or certificate of limited partnership of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares by the Company, the purchase of the Subordinated Debentures by the Company, the exchange by the Company of Subordinated Debentures held by it for Preferred Securities in connection with the conversion or exchange of such Preferred Securities for Best Buy Common Stock or Best Buy Preferred Stock or the consummation by the Company of the other transactions contemplated by this Agreement, except the registration under the Act of the Registered Securities, qualification of the Indenture under the Trust Indenture Act, registration of the Shares under the Exchange Act, listing of the Shares on the New York Stock Exchange and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase of the Shares and the distribution of the Shares by the Underwriters;
(o) The issue and sale of the Shares by the Company and the issuance by Best Buy of the Guarantee, the exchange by the Company of Subordinated Debentures held by it for Preferred Securities in connection with the conversion or exchange of the Preferred Securities for Best Buy Common Stock or Best Buy Preferred Stock, the issuance by Best Buy of the shares of Best Buy Common Stock issuable upon conversion of the Subordinated Debentures, the issuance by Best Buy of the Best Buy Preferred Stock issuable upon exchange of the Subordinated Debentures and the deposit thereof with the Depositary, the compliance by the Company and the Guarantor with all of the provisions of this Agreement, the execution, delivery and performance by the Guarantor of the Guarantor Agreements and the Partnership Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which the Guarantor or any of the Guarantor's subsidiaries is a party or by which the Guarantor or any of the Guarantor's subsidiaries is bound or to which any of its property or assets of the Guarantor or any of the Guarantor's subsidiaries is subject nor will such action result in any violation of the provisions of the Certificate of Incorporation or by-laws of the Guarantor or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Guarantor or any of the Guarantor's subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issuance of the Guarantee, the issuance of the shares of Best Buy Common Stock issuable upon conversion of the Subordinated Debentures and the issuance of the shares of Best Buy Preferred Stock issuable upon exchange of the Subordinated Debentures or the consummation by the Guarantor of the transactions contemplated by this Agreement, except the registration under the Act of the Registered Securities, qualification of the Indenture under the Trust Indenture Act and such other consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase of the Shares and distribution of the Shares by the Underwriters;
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(p) None of the Company, the Guarantor nor any of the Guarantor's subsidiaries is in violation of its organizational documents or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;
(q) The statements set forth in the Prospectus under the captions "Description of Securities Offered" and "Description of Best Buy Capital Stock", insofar as they purport to constitute a summary of the terms of the securities therein described, and, subject to the limitations set forth therein, under the caption "Certain Federal Income Tax Considerations", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair;
(r) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company, the Guarantor or any of the Guarantor's subsidiaries is a party or of which any of their properties is the subject which, if determined adversely to the Company, the Guarantor or any of their subsidiaries, would individually or in the aggregate have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company, the Guarantor and the Guarantor's subsidiaries; and, to the best of the Company's and the Guarantor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;
(s) The Company shall remain an "unrestricted subsidiary" as such term is defined in the Indenture, dated as of October 12, 1993, between the Guarantor and Mercantile Bank of St. Louis, National Association, as trustee;
(t) Neither the Company nor the Guarantor is and, after giving effect to the offering and sale of the Shares, will not be an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (the "Investment Company Act");
(u) None of the Company, the Guarantor or any of their affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes;
(v) Deloitte & Touche, which has certified certain financial statements of the Company, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;
(w) Ernst & Young, which has become the auditor of the Company, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;
(x) The Guarantor owns the service mark designated as "Best Buy Co. and design", U.S. Patent and Trademark Office Registration No. 1,379,703, registered January 21, 1986 and has not received notice of any conflict between such service mark and the rights of others in markets in which the Guarantor currently operates, which conflict is likely to have a material adverse effect on the Company, the Guarantor or any of the Guarantor's subsidiaries, taken as whole; and
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(y) Neither the Company nor the Guarantor has taken nor will it take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company or the Guarantor to facilitate the sale or resale of the Securities.
2. Subject to the terms and conditions herein set forth, (a) the Company and the Guarantor agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase, at a purchase price per share of $................., the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and the Guarantor agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.
The Company hereby grants to the Underwriters the right to purchase at their election up to ................. Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds of the sale of the Securities will be used by the Company to purchase the Subordinated Debentures of the Guarantor, the Guarantor hereby agrees to pay at each Time of Delivery (as defined in Section 4 hereof) to Goldman, Sachs & Co., for the accounts of the several Underwriters, an amount equal to $.............. per share for the Shares to be delivered hereunder at such Time of Delivery.
3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.
4. (a) The Shares to be purchased by each Underwriter hereunder shall be delivered by or on behalf of the Company to Goldman, Sachs & Co., through the facilities of The Depository Trust Company ("DTC"), for the account of such Underwriter, against payment
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by or on behalf of such Underwriter of the purchase price therefor by certified or official bank check or checks, payable to the order of the Company in New York Clearing House (next day) funds. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York time, on ____________, 1994 or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by Goldman, Sachs & Co. in the written notice given by Goldman, Sachs & Co. of the Underwriters' election to purchase such Optional Shares, or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery", such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery".
At each Time of Delivery, the Guarantor will pay, or cause to be paid, the commission payable at such Time of Delivery to the Underwriters under Section 2 hereof by certified or official bank check or checks, payable to the order of Goldman, Sachs & Co. in New York Clearing House (next day) funds.
(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 7(i) hereof, and the check or checks specified in subsection (a) above, will be delivered at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004 (the "Closing Location"), all at such Time of Delivery. A meeting will be held at the Closing Location at ......... p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.
5. Each of the Company and the Guarantor, jointly and severally, agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish you with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long
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as the delivery of a prospectus is required in connection with the offering or sale of the Shares; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or prospectus, of the suspension of the qualification of the Registered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or prospectus or suspending any such qualification, promptly to use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify the Registered Securities and the Depositary Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that, in connection therewith neither the Company nor the Guarantor shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus in such quantities as you may from time to time reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Registered Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Registered Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(d) In the case of the Guarantor, to make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the act), an earnings statement of the Guarantor and its subsidiaries (which need not
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be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder (including, at the option of the Guarantor, Rule 158);
(e) During the period beginning from the date hereof and continuing to and including the date which is 180 days after the date of the Prospectus, not to offer, sell, contract to sell or otherwise dispose of any shares of Best Buy Common Stock, any other shares of capital stock of Best Buy, any other security convertible into or exercisable or exchangeable for Best Buy Common Stock or any such capital stock or debt securities substantially similar to the Subordinated Debentures or any other securities substantially similar to the Shares, other than the Shares, shares of Best Buy Common Stock, Best Buy Preferred Stock or Depositary Shares issued or delivered upon conversion or exchange of the Subordinated Debentures, securities issued or delivered upon conversion, exchange, or exercise of any other securities of the Guarantor outstanding on the date of the Prospectus, securities issued pursuant to the Guarantor's stock option or other benefit or incentive plans maintained for its officers, directors, or employees, securities issued by the Guarantor in connection with mergers, acquisitions or similar transactions, or partnership interests of the Company issued to the Guarantor in connection with the sale of the Optional Shares in order to maintain the Guarantor's 21% interest in the total capital of the Company, without your prior written consent;
(f) To furnish to the holders of Shares as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and cash flows of the Guarantor and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Guarantor and its subsidiaries for such quarter in reasonable detail;
(g) During a period of five years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to holders of Best Buy Common Stock, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company or the Guarantor is listed; and (ii) such additional information concerning the business and financial condition of the Company or the Guarantor as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and the Guarantor and the Guarantor's subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission);
(h) To use the net proceeds received by it from the sale of the Shares and the Subordinated Debentures pursuant to this Agreement in the manner specified in the Prospectus under the caption "Use of Proceeds";
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(i) To use its best efforts to list, subject to notice of issuance, the Shares on the New York Stock Exchange (the "Exchange"); and
(j) To reserve and keep available at all times, free of preemptive rights, shares of Best Buy Common Stock for the purpose of enabling the Guarantor to satisfy any obligations to issue shares of Best Buy Common Stock upon conversion or exchange of the Subordinated Debentures.
6. The Guarantor covenants and agrees with the several Underwriters that it will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's and the Guarantor's counsel and accountants in connection with the registration of the Registered Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Deposit Agreement, the Registered Securities, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares and the Subordinated Debentures; (iii) all expenses in connection with the qualification of the Registered Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey;
(iv) any fees charged by securities rating services for rating the Preferred Securities; (v) all fees and expenses in connection with listing the Registered Securities on the Exchange and the cost of registering the Shares under Section 12 of the Exchange Act; (vi) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Shares; (vii) the cost of qualifying the Shares and the Best Buy Preferred Stock with The Depository Trust Company; (viii) the cost of preparing certificates for the Shares and the Depositary Shares; (ix) the cost and charges of any transfer agent or registrar; (x) the cost and charges of the Depositary; (xi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Subordinated Debentures; and (xii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Guarantor herein are, at and as of such Time of Delivery, true and correct, the condition that the Company and the Guarantor shall have performed all of their respective obligations hereunder theretofore to be performed and the following additional conditions:
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(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Sullivan & Cromwell, counsel for the Underwriters, shall have furnished to you such opinion or opinions, dated such Time of Delivery, with respect to the incorporation of the Guarantor and the formation of the Company; the validity of the Registered Securities and the Subordinated Debentures being delivered at such Time of Delivery; the Registration Statement and the Prospectus and other related matters as you may reasonably request; and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
(c) Robins, Miller, Kaplan & Ciresi, counsel for the Company and the Guarantor, shall have furnished to you their written opinion with respect to only matters of U.S. law, dated such Time of Delivery, in form and substance satisfactory to you, to the effect that:
(i) The Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus;
(ii) The Company has been duly formed and is validly existing as a limited partnership in good standing under the Partnership Act; the Company is a special purpose limited partnership as described in the Prospectus; the Company is not a party to or bound by any agreement or instrument other than the Partnership Agreement, this Agreement and the Indenture; and to the best of such counsel's knowledge, there are no legal or governmental proceedings to which the Company is a party or of which any property of the Company is the subject and no such proceedings are threatened or contemplated by governmental authorities or threatened by others;
(iii) The Guarantor has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (iii) upon opinions of local counsel and in respect of matters of fact upon certificates of public officials or officers of the Guarantor, provided that such counsel shall state that they believe that both you and they are justified in so relying upon such opinions and certificates);
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(iv) The Company and the Guarantor and the Guarantor's subsidiaries have good and marketable title in fee simple to all real property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and the Guarantor or the Guarantor's subsidiaries; and any real property and buildings held under lease by the Company and the Guarantor or the Guarantor's subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Guarantor or the Guarantor's subsidiaries (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, the Guarantor and the Guarantor's subsidiaries, upon opinions of local counsel and abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, the Guarantor or the Guarantor's subsidiaries, upon opinions of counsel to the lessors of such property and, in respect to matters of fact, upon certificates of officers of the Company and the Guarantor or the Guarantor's subsidiaries, PROVIDED that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies and certificates);
(v) To the best of such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company, the Guarantor or any of the Guarantor's subsidiaries is a party or of which any property of the Company, the Guarantor or any of the Guarantor's subsidiaries is the subject which, if determined adversely to the Company, the Guarantor or any of the Guarantor's subsidiaries, as the case may be, would individually or in the aggregate have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company, the Guarantor and the Guarantor's subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;
(vi) As of the date of such Time of Delivery the Guarantor is the sole General Partner of the Company and the holders of the Shares are the sole limited partners and there are no other partners in the Company; the Guarantor has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Guarantor and all of the issued partnership interests of the Company have been duly and validly authorized and issued and are fully paid and (other than the general partnership interest in the Company) non-assessable and conform in all material respects to the descriptions thereof contained in the Prospectus; and all of the issued partnership interests of the Company, other than the Shares, are owned directly by the Guarantor, free and clear of all liens, encumbrances, equities or claims;
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(vii) This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantor;
(viii) The Guarantor Agreements and the Partnership Agreement have been duly authorized, executed and delivered by the Guarantor and constitute legal, valid and binding obligations of the Guarantor, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Subordinated Debentures are entitled to the benefits provided by the Indenture; the Indenture has been duly qualified under the Trust Indenture Act; and the Guarantor Agreements and the Partnership Agreement conform in all material respects to the descriptions thereof in the Prospectus;
(ix) The Indenture has been duly authorized, validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles;
(x) The Shares have been duly and validly authorized by the Company, and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable (except as such non-assessability may be affected by matters described in the Prospectus under the caption "Best Buy Capital") and will conform to the description thereof contained in the Prospectus; the Shares have the rights set forth in the Partnership Agreement and the terms of the Shares are valid and binding on the Company; the Shares are convertible through the Conversion Agent into shares of Best Buy Common Stock and exchangeable through the Conversion Agent for Depositary Shares representing shares of Best Buy Preferred Stock, such conversion and exchange effected in each case through an initial exchange through the Conversion Agent of Preferred Securities for all or a portion of Subordinated Debentures theretofore held by Best Buy Delaware and the immediate conversion or exchange thereof by the Conversion Agent into Best Buy Common Stock or Depositary Shares, as the case may be, all in accordance with the Partnership Agreement, the Indenture and the Deposit Agreement; the shares of Best Buy Common Stock initially issuable upon conversion of the Subordinated Debentures and the shares of Best Buy Preferred Stock initially issuable upon exchange of the Subordinated Debentures have been duly authorized and reserved for issuance and, when issued and delivered in accordance with the terms of the Subordinated Debentures, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the descriptions thereof contained in the Prospectus; the deposit of the Best Buy Preferred Stock with the Depositary upon issuance thereof has been duly authorized and when the Depositary Receipts are issued in accordance with the provisions of the Deposit Agreement such Depositary
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Receipts will entitle the holders thereof to the rights specified in such Depositary Receipts and in the Deposit Agreement (subject in the case of the Deposit Agreement, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles) and the Depositary Shares will conform to the description thereof in the Prospectus; the terms of the Best Buy Preferred Stock are valid and binding on Best Buy; and the holders of outstanding capital stock of the Guarantor are not entitled to preemptive or other rights afforded by the Guarantor to subscribe for the shares of Best Buy Common Stock or the shares of Best Buy Preferred Stock issuable upon conversion or exchange of the Shares;
(xi) The issue and sale by the Company of the Shares being delivered at such Time of Delivery, the compliance by the Company with all of the provisions of this Agreement, the purchase by the Company of the Subordinated Debentures, the exchange by the Company of Subordinated Debentures held by it for Preferred Securities in connection with the conversion or exchange of the Preferred Securities for Best Buy Common Stock or Best Buy Preferred Stock, the execution, delivery and performance by the Company of the Indenture and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Partnership Agreement or certificate of limited partnership of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties;
(xii) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares by the Company, the purchase by the Company of the Subordinated Debentures, the exchange by the Company of Subordinated Debentures held by it for Preferred Securities in connection with the conversion or exchange of the Preferred Securities for Best Buy Common Stock or Best Buy Preferred Stock, or the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Act of the Registered Securities, qualification of the Indenture under the Trust Indenture Act, registration of the Shares under the Exchange Act, listing of the Shares on the New York Stock Exchange, each of which has been made or obtained, and such consents, approvals, authorizations, registrations or qualifications as have been obtained or may be required under state securities or Blue Sky laws in connection with the purchase of the Shares and the distribution of the Shares by the Underwriters;
17

(xiii) The issue and sale of the Shares by the Company, the issuance by Best Buy of the Guarantee, the exchange by the Company of Subordinated Debentures held by it for Preferred Securities in connection with the conversion or exchange of the Preferred Securities for Best Buy Common Stock or Best Buy Preferred Stock, the issuance by Best Buy of the shares of Best Buy Common Stock issuable upon conversion of the Subordinated Debentures, the issuance of the shares of Best Buy Preferred Stock issuable upon exchange of the Subordinated Debentures by the Guarantor and the deposit thereof with the Depositary, the compliance by the Guarantor with all of the provisions of this Agreement, the execution, delivery and performance by the Guarantor of the Guarantor Agreements and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Guarantor or any of the Guarantor's subsidiaries is a party or by which the Guarantor or any of the Guarantor's subsidiaries is bound or to which any of the property or assets of the Guarantor or any of the Guarantor's subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or by-laws of the Guarantor or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Guarantor, any of the Guarantor's subsidiaries or any of their properties;
(xiv) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue of the Guarantee, the issuance of the shares of Best Buy Common Stock issuable upon conversion of the Subordinated Debentures or the issuance of the Best Buy Preferred Stock issuable upon exchange of the Subordinated Debentures or the consummation by the Guarantor of the transactions contemplated herein and therein, except the registration under the Act of the Registered Securities, which has been made, and such consents, approvals, authorizations, registrations or qualifications as have been obtained or may be required under state securities or Blue Sky laws in connection with the purchase of the Shares and the distribution of the Shares by the Underwriters;
(xv) The statements set forth in the Prospectus under the captions "Description of Securities Offered" and "Description of the Best Buy Capital Stock" insofar as they constitute summaries of the terms of securities therein described and, subject to the limitations set forth therein, under the caption "Certain Federal Income Tax Consequences", insofar as they constitute matters of law or legal conclusions are accurate, correct and fairly present the information set forth therein;
(xvi) The documents incorporated by reference in the Prospectus or any further amendment or supplement thereto made by the Company or the Guarantor prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no
18

opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and such counsel has no reason to believe that any of such documents, when such documents became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact, or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, contained, in the case of other documents which were filed under the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading;
(xvii) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company or the Guarantor prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; such counsel has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company or the Guarantor prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein and other financial data therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company or the Guarantor prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and such counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus which are not filed or incorporated by reference or described as required; and
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(xviii) Neither the Company nor the Guarantor is an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act;
(d) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Deloitte & Touche and Ernst & Young shall have furnished to you letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annexes I and II, respectively, hereto;
(e) The Guarantor Agreements shall have been executed and delivered and in the case of the Certificate of Amendment with respect to the Best Buy Preferred Stock, executed and filed, in each case in a form reasonably acceptable to you;
(f) (i) None of the Company, the Guarantor nor any of the Guarantor's subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and
(ii) since the respective dates as of which information is given in the Prospectus there shall not have been any change in the capital stock or long-term debt of the Guarantor or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Guarantor or any of its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in Clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;
(g) On or after the date hereof there shall not have occurred any of the following: (i) a downgrading in the rating accorded the Guarantor's debt securities or preferred stock by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, (ii) a public announcement by any such organization referred to in clause (i) that it has under surveillance or review, with possible negative implications, its rating of any of the Guarantor's debt securities or preferred stock (iii) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, (iv) a suspension or material limitation in trading in the Company's or the Guarantor's securities on the New York Stock Exchange, (v) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, or
(vi) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this Clause (vi) in your judgment makes it impracticable
20

or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;
(h) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the New York Stock Exchange; and
(i) The Company and the Guarantor shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company and the Guarantor satisfactory to you as to the accuracy of the representations and warranties of the Company and the Guarantor herein at and as of such Time of Delivery, as to the performance by the Company and the Guarantor of all of their obligations hereunder to be performed at or prior to such Time of Delivery and as to such other matters as you may reasonably request and the Company and the Guarantor shall have furnished certificates as to the matters set forth in subsections (a) and (f) of this Section and as to such other matters as you may reasonably request.
8. (a) The Company and the Guarantor, jointly and severally, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that neither the Company nor the Guarantor shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through you expressly for use therein.
(b) Each Underwriter will indemnify and hold harmless the Company and the Guarantor against any losses, claims, damages or liabilities to which the Company and the Guarantor may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such
21

Underwriter through you expressly for use therein; and will reimburse the Company and the Guarantor for any legal or other expenses reasonably incurred by the Company and the Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against such indemnifying party under such subsection, notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantor on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses)
22

received by the Company and the Guarantor bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantor on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantor and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (d) were determined by PRO RATA allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting obligations and not joint.
(e) The obligations of the Company and the Guarantor under this Section 8 shall be in addition to any liability which the Company and the Guarantor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and the Guarantor (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company or the Guarantor, and to each person, if any, who controls the Company or the Guarantor within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company and the Guarantor shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Guarantor that you have so arranged for the purchase of such Shares, or the Company or the Guarantor notifies you that it has so arranged for the purchase of such Shares, you or the Company and the Guarantor shall have the right to postpone such Time of Delivery for a period of not more than seven
23

days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company and the Guarantor agree to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.
(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company and the Guarantor as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company and the Guarantor as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company and the Guarantor shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company and the Guarantor to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Guarantor, except for the expenses to be borne by the Company and the Guarantor and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Guarantor and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or the Guarantor, or any officer or director or controlling person of the Company or the Guarantor, and shall survive delivery of and payment for the Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof, neither the Company nor the Guarantor shall then be under any liability to any Underwriter except as provided in Sections 6 and 8 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Company or the Guarantor will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by
24

you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but neither the Company or the Guarantor shall then be under any further liability to any Underwriter in respect of the Shares not so delivered except as provided in Sections 6 and 8 hereof.
12. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the representatives.
All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives in care of Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Registration Department; and if to the Company or the Guarantor shall be delivered or sent by mail to the address of the Guarantor, set forth in the Registration Statement, Attention: Secretary; PROVIDED, HOWEVER, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company and the Guarantor by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company, the Guarantor and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company, the Guarantor and each person who controls the Company, the Guarantor or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
14. Time shall be of the essence of this Agreement. As used herein, the term "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business.
15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
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If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters, the Company and the Guarantor. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.
Very truly yours,
BEST BUY CAPITAL, L.P.
By: Best Buy Co., Inc.,
as general partner
By: .............................
Name:
Title:
BEST BUY CO., INC.
By: .............................
Name:
Title:
Accepted as of the date hereof:
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
WILLIAM BLAIR & COMPANY
By: ...........................................

(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
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SCHEDULE I

                                                             Number of Optional
                                                                Shares to be
                                           Total Number of     Purchased if
                                             Firm Shares       Maximum Option
               Underwriter                 to be Purchased        Exercised
               -----------                 ---------------   ------------------
Goldman, Sachs & Co.....................

Merrill Lynch, Pierce, Fenner & Smith
            Incorporated................

Morgan Stanley & Co. Incorporated.......	

William Blair & Company.................
[NAMES OF OTHER UNDERWRITERS]...........
Total............................
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ANNEX I
Pursuant to Section 7(d) of the Underwriting Agreement, Deloitte & Touche shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to the Guarantor and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder;
(iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Guarantor's quarterly report on Form 10-Q for the quarter ended May 28, 1994 incorporated by reference into the Prospectus as indicated in their report thereon a copy of which has been furnished to the Representatives; and on the basis of specified procedures including inquiries of officials of the Guarantor who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(a) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that such unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;
(iv) They have compared the information included or incorporated by reference into the Guarantor's Annual Report on Form 10-K for the most recent fiscal year and the Guarantor's quarterly report on Form 10-Q for the quarter ended May 28, 1994 incorporated by reference into the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302 and 402, respectively, of Regulation S-K;
(v) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Guarantor for the five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Guarantor's Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Guarantor's Annual Reports on Form 10-K for such fiscal years;

(vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, inspection of the minute books of the Guarantor and its subsidiaries from the date of the latest audited financial statements included or incorporated by reference in the Prospectus until the date of the unaudited financial statements referred to below, inquiries of officials of the Guarantor and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:
(a) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Guarantor's Quarterly Report on Form 10-Q for the quarter ended May 28, 1994 incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations, or (b) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Guarantor's Quarterly Report on Form 10-Q for the quarter ended May 28, 1994 incorporated in the Prospectus, for them to be in conformity with generally accepted accounting principles;
(vii) In addition to the examination referred to in their report included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Guarantor and its subsidiaries, which appear or are incorporated by reference in the Guarantor's Annual Report on Form 10-K for the most recent fiscal year and the Guarantor's quarterly report on Form 10-Q for the quarter ended May 28, 1994 incorporated by reference in the Prospectus, and have compared certain of such amounts, percentages and financial information with the accounting records of the Guarantor and its subsidiaries and have found them to be in agreement.
2

ANNEX II
Pursuant to Section 7(d) of the Underwriting Agreement, Ernst & Young shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to the Guarantor and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder;
(ii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus and/or included in the Guarantor's Quarterly Reports on Form 10-Q incorporated by reference into the Prospectus as indicated in their reports thereon copies of which have been furnished to the Representatives; and on the basis of specified procedures including inquiries of officials of the Guarantor who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (iv)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;
(iii) They have compared the information in the Prospectus under the caption "Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends" with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Item 503(d) of Regulation S-K;
(iv) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Guarantor and its subsidiaries, inspection of the minute books of the Guarantor and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Guarantor and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:
(A) (i) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus and/or included or incorporated by reference in the Prospectus or the Guarantor's Quarterly Report on Form 10-Q for the quarter ended August 27, 1994 incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and

regulations, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus or included in the Guarantor's Quarterly Report on Form 10-Q for the quarter ended August 27, 1994 incorporated in the Prospectus, for them to be in conformity with generally accepted accounting principles;
(B) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the consolidated long-term debt of the Guarantor and its subsidiaries, or any decreases in consolidated net current assets or stockholders' equity or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(C) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in Clause (B) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(v) In addition to the examination referred to in their report included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (ii) and (iv) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Guarantor and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference) or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in the Guarantor's quarterly report on Form 10-Q for the quarter ended August 27, 1994 incorporated by reference in the Prospectus, and have compared certain of such amounts, percentages and financial information with the accounting records of the Guarantor and its subsidiaries and have found them to be in agreement.
2

EXHIBIT 2.1
CERTIFICATE OF LIMITED PARTNERSHIP
OF
BEST BUY CAPITAL, L.P.
This Certificate of Limited Partnership of Best Buy Capital, L.P. (the "Partnership") is being executed and filed by the undersigned General Partner (the "General Partner") to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. Section 17-101 et seq.).
ARTICLE ONE
The name of the limited partnership formed hereby is Best Buy Capital, L.P.
ARTICLE TWO
The address of the registered office of the Partnership in the State of Delaware is at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name and address of the registered agent for service of process of the Partnership in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
ARTICLE THREE
The name and business address of the General Partner of the Partnership are as follows:

     NAME                                         BUSINESS ADDRESS
     ----                                         ----------------

Best Buy Co., Inc.                                7075 Flying Cloud Drive
                                                  Eden Prairie, MN  55344	

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the 22nd day of September, 1994.
GENERAL PARTNER:
BEST BUY CO., INC.

By:  /s/ Robert C. Fox
     -----------------------------
     Name:     Robert C. Fox
     Title:    Senior Vice
               President - Finance

               and Treasurer	

EXHIBIT 2.2
Draft of September 28, 1994

AMENDED AND RESTATED AGREEMENT
OF
LIMITED PARTNERSHIP
OF
BEST BUY CAPITAL, L.P.

Dated as of __________ __, 1994

TABLE OF CONTENTS
ARTICLE I
DEFINED TERMS
Section 1.1 Definitions........................................ 1
Section 1.2 Headings........................................... 10
ARTICLE II
CONTINUATION OF THE PARTNERSHIP;
ADMISSION OF PREFERRED SECURITIES HOLDERS;
WITHDRAWAL OF INITIAL LIMITED PARTNER

Section 2.1       Continuation of the Partnership.................... 10
Section 2.2       Name............................................... 11
Section 2.3       Business of the Partnership........................ 11
Section 2.4       Term............................................... 11
Section 2.5       Registered Agent and Office........................ 11
Section 2.6       Principal Place of Business........................ 11
Section 2.7       Name and Business Address of
                  General Partner.................................... 12
Section 2.8       Qualification to Do Business....................... 12
Section 2.9       Admission of Holders of Preferred
                  Securities; Withdrawal of Initial
                  Limited Partner.................................... 12	

ARTICLE III
CAPITAL CONTRIBUTIONS; REPRESENTATION OF
PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS

Section 3.1       Capital Contributions.............................. 13
Section 3.2       Preferred Security Holder's Interest
                  Represented by L.P. Certificate.................... 13
Section 3.3       Capital Accounts................................... 13
Section 3.4       Interest on Capital Contributions.................. 14
Section 3.5       Withdrawal and Return of
                  Capital Contributions.............................. 14
Section 3.6       Investment of Capital Contributions................ 14	

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ARTICLE IV
ALLOCATIONS

Section 4.1       Profits and Losses................................. 15
Section 4.2       Special Allocations................................ 16
Section 4.3       Allocations for Income Tax Purposes................ 18
Section 4.4       Withholding........................................ 18	

ARTICLE V
DIVIDENDS AND DISTRIBUTIONS
Section 5.1 Dividends.......................................... 19
Section 5.2 Limitations on Distributions....................... 19
ARTICLE VI
ISSUANCE OF PREFERRED SECURITIES

Section 6.1       General Provisions Regarding Preferred Securities.. 19
Section 6.2       Preferred Securities............................... 20
Section 6.3       Conversion Rights of Preferred
                  Securities......................................... 26
Section 6.4       Optional Exchange for Depositary
                  Shares Representing Best Buy
                  Preferred Stock.................................... 31	

ARTICLE VII
BOOKS OF ACCOUNT, RECORDS AND REPORTS

Section 7.1       Books and Records.................................. 34
Section 7.2       Accounting Method.................................. 35
Section 7.3       Annual Audit....................................... 35	

ARTICLE VIII
POWERS, RIGHTS AND DUTIES
OF THE LIMITED PARTNERS

Section 8.1       Limitations........................................ 36
Section 8.2       Liability.......................................... 36
Section 8.3       Priority........................................... 36	

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ARTICLE IX
POWERS, RIGHTS AND DUTIES
OF THE GENERAL PARTNER

Section 9.1       Authority.......................................... 36
Section 9.2       Powers and Duties of General Partner............... 37
Section 9.3       Expenses Payable by General Partner................ 38
Section 9.4       Liability.......................................... 38
Section 9.5       Investment Company or Tax Actions.................. 39
Section 9.6       Outside Businesses................................. 39
Section 9.7       Limits on General Partner's Powers................. 39
Section 9.8       Tax Matters Partner................................ 41
Section 9.9       Consolidation, Merger or Sale of Assets............ 42	

ARTICLE X
TRANSFERS OF INTERESTS BY PARTNERS

Section 10.1      Transfer of Interests.............................. 43
Section 10.2      Transfer of LP Certificates........................ 44
Section 10.3      Persons Deemed Preferred Security
                  Holders............................................ 44
Section 10.4      Book-Entry Interests............................... 44
Section 10.5      Notices to Clearing Agency......................... 45
Section 10.6      Definitive LP Certificates......................... 45	

ARTICLE XI
WITHDRAWAL; DISSOLUTION;
LIQUIDATION AND DISTRIBUTION OF ASSETS

Section 11.1      Withdrawal of Partners............................. 46
Section 11.2      Dissolution of the Partnership..................... 46
Section 11.3      Liquidation........................................ 47
Section 11.4      Distribution in Liquidation........................ 48
Section 11.5      Rights of Limited Partners......................... 48
Section 11.6      Termination........................................ 48	

ARTICLE XII
AMENDMENTS AND MEETINGS

Section 12.1      Amendments ........................................ 48
Section 12.2      Amendment of Certificate .......................... 49
Section 12.3      Meetings of Partners............................... 49	

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ARTICLE XIII
MISCELLANEOUS

Section 13.1      Notices............................................ 50
Section 13.2      Power of Attorney.................................. 51
Section 13.3      Entire Agreement................................... 51
Section 13.4      GOVERNING LAW...................................... 51
Section 13.5      Effect............................................. 51
Section 13.6      Pronouns and Number................................ 51
Section 13.7      Captions........................................... 52
Section 13.8      Partial Enforceability............................. 52
Section 13.9      Counterparts....................................... 52
Section 13.10     Remedies........................................... 52	

ANNEX A -- Form of LP Certificate Evidencing Preferred Securities
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AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
BEST BUY CAPITAL, L.P.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Best Buy Capital, L.P., a Delaware limited partnership (the "PARTNERSHIP"), dated as of ______ 1994, among Best Buy Co., Inc., a Minnesota corporation ("BEST BUY"), as the general partner, Best Buy Finance Corporation, a Delaware corporation, as the initial limited partner (the "INITIAL LIMITED PARTNER") and such other Persons (as defined herein) who become Limited Partners (as defined herein) as provided herein.
WHEREAS, Best Buy and the Initial Limited Partner entered into an Agreement of Limited Partnership, dated as of __________, 1994 (the "ORIGINAL
LIMITED PARTNERSHIP AGREEMENT");
WHEREAS, the Certificate of Limited Partnership of the Partnership was filed with the Office of the Secretary of State of the State of Delaware on _________, 1994; and
WHEREAS, the Partners desire to continue the Partnership under the Act (as defined herein) and to amend and restate the Original Limited Partnership Agreement in its entirety.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Original Limited Partnership Agreement as follows:
ARTICLE I
DEFINED TERMS
Section 1.1 DEFINITIONS. Unless the context otherwise requires, the terms defined in this Article I shall, for the purposes of this Agreement, have the meanings herein specified.
"ACT" means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.

"ACTION" means any action permitted to be taken by the General Partner under this Agreement relating to the terms of the Preferred Securities, which action shall be in writing.
"ADDITIONAL DIVIDENDS" means Dividends that shall be declared and paid by the Partnership on any Dividend arrearages in respect of the Preferred Securities at the rate of ___% per annum compounded monthly.
"ADDITIONAL INTEREST" means interest that shall accrue on any interest on the Subordinated Debentures that is not paid monthly and that shall accrue at the rate of ___% per annum compounded monthly.
"AFFILIATE" means, with respect to a specified Person, (a) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities or other ownership interests of the specified Person, (b) any Person 10% or more of whose outstanding voting securities or other ownership interests are directly or indirectly owned, controlled or held with power to vote by the specified Person, (c) any Person directly or indirectly controlling, controlled by, or under common control with the specified Person, (d) a partnership in which the specified Person is a general partner, (e) any officer or director of the specified Person and (f) if the specified Person is an officer, director, general partner or employee, any other entity for which the specified Person acts in any such capacity.
"AGREEMENT" means this Amended and Restated Agreement of Limited Partnership, as amended, modified, supplemented or restated from time to time in accordance with its terms.
"BEST BUY" has the meaning set forth in the forepart of this Agreement.
"BEST BUY COMMON STOCK" means the Common Stock, par value $.10 per share, of Best Buy. However, subject to the provisions of Article XII of the Indenture, shares of Best Buy Common Stock issuable on conversion of Preferred Securities shall include only shares of the class designated as Common Stock of Best Buy on the first Closing Date or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of Best Buy and which are not subject to redemption by Best Buy; PROVIDED, that if at any
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time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all reclassification bears to the total number of shares of all such classes resulting from all such reclassification.
"BEST BUY PREFERRED STOCK" means the Series A Preferred Stock of Best Buy with a liquidation preference of $5,000 per share.
"BOOK-ENTRY INTEREST" means a beneficial interest in the LP Certificates, ownership and transfers of which shall be made through the book-entry system of a Clearing Agency as described in Section 10.4.
"BUSINESS DAY" means any day other than a day on which banking institutions in The City of New York are authorized or required by law to close.
"CAPITAL ACCOUNT" has the meaning set forth in Section 3.3.
"CERTIFICATE" means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware on September , 1994, as it may be amended and restated from time to time.
"CLEARING AGENCY" means an organization registered as a "Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as depository for the Preferred Securities and in whose name (or nominee's name) shall be registered one or more global LP Certificates and which shall undertake to effect book-entry transfers and pledges of the Preferred Securities.
"CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of interests in securities deposited with the Clearing Agency.
"CLOSING DATE" means each "Time of Delivery" under the Underwriting Agreement.
"CODE" means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding federal tax statute enacted after the date of this Agreement. A reference to a specific section (Section) of the Code refers not only to such specific section but also to any corresponding provision of any federal tax statute enacted after the date
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of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.
"CONVERSION AGENT" has the meaning set forth in Section 6.3(c) of this Agreement.
"CONVERSION DATE" has the meaning set forth in Section 6.3(b) of this Agreement.
"CONVERSION EXPIRATION DATE" has the meaning set forth in Section 6.3(d) of this Agreement.
"CONVERSION PRICE" has the meaning set forth in Section 6.3(a) of this Agreement.
"CURRENT MARKET PRICE" of publicly traded shares of Best Buy Common Stock for any day means the last reported sales price, regular way on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the New York Stock Exchange Consolidated Transaction Tape.
"DEFINITIVE LP CERTIFICATES" has the meaning set forth in Section 10.4 of this Agreement.
"DEPOSITARY" means ________________ and its successors and assigns.
"DEPOSIT AGREEMENT" means the Deposit Agreement dated as of ___________, 1994 among Best Buy, _____________, and the holders from time to time of the Depositary Receipts.
"DEPOSITARY RECEIPT" means one of the deposit receipts, issued by the Depositary under the Deposit Agreement, each representing any number of whole Depositary Shares.
"DEPOSITARY SHARES" means the depositary shares, each representing a 1/100th interest in a share of Best Buy Preferred Stock deposited with the Depositary pursuant to the Deposit Agreement dated _______________, 1994, between Best Buy and the Depositary.
"DIVIDENDS" means the cumulative cash distributions from the partnership with respect to the Interests represented by the Preferred Securities, accruing from the first Closing Date and payable monthly in arrears on the
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last day of each calendar month of each year, commencing _______________, 1994.
"DIVIDEND PAYMENT DATE" has the meaning set forth in Section 6.2(b)(ii) of this Agreement.
"DTC" means The Depository Trust Company, the initial Clearing Agency.
"ELIGIBLE INVESTMENT ACCOUNT" means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade.
"ELIGIBLE INSTITUTION" means (a) the Fiscal Agent or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (1) (i) which has either (A) a long-term unsecured debt rating of AAA or better by S&P's and Aaa or better by Moody's or (B) a short-term unsecured debt rating or a certificate of deposit rating of A-1+ or better by S&P's and P-1 or better by Moody's and (ii) whose deposits are insured by the FDIC or (2) (i) the parent of which has a long-term or short-term unsecured debt rating which signifies investment grade and (ii) whose deposits are insured by the FDIC.
"ELIGIBLE INVESTMENTS" mean book-entry securities, negotiable instruments, cash or securities represented by instruments in bearer or registered form which evidence:
(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the Government of the United States of America;
(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking or depository institution authorities; PROVIDED, HOWEVER, that at the time of the investment or contractual commitment to invest therein, the commercial paper
-5-

or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of S&P's, Moody's and, if rated by Fitch, Fitch in the highest investment category granted thereby;
(c) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of S&P's, Moody's and, if rated by Fitch, Fitch in the highest investment rating category granted thereby;
(d) investments in money market funds having a rating from each of S&P's and Moody's in the highest investment rating category granted thereby;
(e) demand deposits, time deposits and certificates of deposit which are fully insured by the FDIC;
(f) bankers' acceptances issued by any depository institution or trust company referred to in clause (b) above; or
(g) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the Government of the United States of America or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with (i) a depository institution or trust company (acting as principal) described in clause (b) or (ii) a depository institution or trust company which is an Eligible Institution and the deposits of which are insured by the FDIC.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EXCHANGE EVENT" has the meaning specified in Section 6.4(b) of this Agreement.
"EXCHANGE PRICE" means one Depositary Share (with a proportionate liquidation preference of $50) representing a 1/100th interest in a share of Best Buy Preferred Stock (with a liquidation preference of $5,000) for each $50 principal amount of Subordinated Debentures (which rate of exchange is equivalent to one Depositary Share representing Best Buy Preferred Stock for one Preferred Security).
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"EXCHANGE ELECTION MEETING" has the meaning specified in Section 6.4(c) of this Agreement.
"FDIC" means the Federal Deposit Insurance Corporation or any successor thereto.
"FISCAL PERIOD" means each calendar month.
"FISCAL YEAR" means (i) the period commencing upon the formation of the Partnership and ending on December 31, 1994, and (ii) any subsequent twelve (12) month period commencing on January 1 and ending on December 31.
"FITCH" means Fitch Investors Service, Inc. or any successor thereto.
"GENERAL PARTNER" means Best Buy in its capacity as general partner of the Partnership, its permitted successors, or any successor general partner in the Partnership admitted as such pursuant to the applicable provisions of this Agreement.
"GUARANTEE" means the Guarantee Agreement dated as of ______, 1994 of Best Buy in favor of the Preferred Security Holders with respect to the Preferred Securities.
"HOLDER" or "Preferred Security Holder" means a Limited Partner in whose name an LP Certificate representing Preferred Securities is registered.
"INDENTURE" means the Indenture, dated as of __________ __, 1994, among Best Buy, the Partnership and the Trustee relating to the Subordinated Debentures.
"INITIAL LIMITED PARTNER" means Best Buy Finance Corporation, a Delaware corporation.
"INTEREST" means the entire ownership interest of a Partner in the Partnership at any particular time, including, without limitation, its interest in the capital, profits, losses and distributions of the Partnership.
"LIMITED PARTNER" means any Person who is admitted to the Partnership as a Limited Partner pursuant to the terms of this Agreement.
"LIQUIDATION DISTRIBUTION" has the meaning set forth in Section 6.2(f).
"LIQUIDATOR" has the meaning specified in Section 11.3 of this Agreement.
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"LP CERTIFICATE" means a certificate substantially in the form attached hereto as Annex A, evidencing the Preferred Securities held by a Limited Partner.
"MAJORITY OR OTHER STATED PERCENTAGE IN LIQUIDATION PREFERENCE" means Holder(s) of Preferred Securities who are the record owners of Preferred Securities whose aggregate liquidation preferences represent not less than 50% or not less than such stated percentage of the aggregate liquidation preference of all Preferred Securities then outstanding.
"MOODY'S" means Moody's Investors Service, Inc. or any successor thereto.
"NET INCOME" and "NET LOSS", respectively, for any Fiscal Period means the income and loss, respectively, of the Partnership for such Fiscal Period as determined in accordance with the method of accounting followed by the Partnership for federal income tax purposes, including, for all purposes, the net income, if any, from Eligible Investments and any income exempt from tax expenditures of the Partnership which are described in Code; PROVIDED, HOWEVER, that any item allocated under Section 4.2 shall be excluded from the computation of Net Income and Net Loss.
"NOTICE OF CONVERSION" has the meaning set forth in Section 4.2 of this Agreement.
"NOTICE OF CONVERSION EXPIRATION" has the meaning set forth in
Section 6.3(d)(iii) of this Agreement.
"NOTICE OF EXCHANGE" has the meaning specified in Section 6.4(a) of this Agreement.
"ORIGINAL LIMITED PARTNERSHIP AGREEMENT" has the meaning set forth in the recitals to this Agreement.
"PARTNERS" means the General Partner and, if appointed pursuant to
Section 6.2(g), any Special General Partner and the Limited Partners, collectively, where no distinction is required by the context in which the term is used.
"PARTNERSHIP" means the limited partnership formed under the Act pursuant to the Original Limited Partnership Agreement upon filing of the Certificate, and continued pursuant to this Agreement.
"PARTNERSHIP DISTRIBUTION ACCOUNT" has the meaning specified in
Section 3.6(b) of this Agreement.
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"PERSON" means any individual, corporation, association, partnership, trust or other entity.
"POWER OF ATTORNEY" means the Power of Attorney granted pursuant to Section 13.2.
"PREFERRED SECURITIES" means the Interests of Limited Partners represented by one or more LP Certificates and described in Article VI.
"PREFERRED SECURITY OWNER" means, with respect to a Book Entry Interest, a Person who is the beneficial owner of such Book Entry Interest, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency or Clearing Agency Participant).
"PRESS RELEASE" has the meaning set forth in Section 6.3(d)(ii) of this Agreement.
"PURCHASE PRICE" for any Preferred Security means the amount paid per Preferred Security pursuant to the Underwriting Agreement.
"REDEMPTION PRICE" has the meaning set forth in Section 6.2(d).
"RATING AGENCIES" means Fitch, Moody's and S&P.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SPECIAL GENERAL PARTNER" means the Person appointed (i) to enforce Preferred Security Holders' rights under the Guarantee, (ii) to enforce the Partnership's rights against Best Buy under the Subordinated Debentures or
(iii) to exercise rights otherwise exercisable by the General Partner to declare and pay distributions on the Preferred Securities as provided in Section 6.2(g) of this Agreement.
"S&P" means Standard & Poor's Ratings Group or any successor thereof.
"SUBORDINATED DEBENTURES" means the convertible subordinated debentures of Best Buy issued pursuant to the Fiscal Agency Agreement and sold by Best Buy to the Partnership in connection with the issuance and sale by the Partnership of the Preferred Securities.
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"TAX MATTERS PARTNER" means the General Partner designated as such in Section 9.8 hereof.
"TRADING DAY" means, with respect to any security listed for trading on the New York Stock Exchange, any day on which such securities are traded on the New York Stock Exchange.
"TRANSFER AGENT" means ______________________ and its successors and assigns.
"TREASURY REGULATIONS" means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
"TRUSTEE" means __________, the trustee under the Indenture, and its successors and assigns.
"UNDERWRITERS" means the underwriters named in Schedule I to the Underwriting Agreement.
"UNDERWRITING AGREEMENT" means the Underwriting Agreement dated , 1994, among Best Buy, the Partnership and the several Underwriters named therein relating to the issuance of the Preferred Securities.
Section 1.2 HEADINGS. The headings and subheadings in this Agreement are included for convenience and identification purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
ARTICLE II
CONTINUATION OF THE PARTNERSHIP;
ADMISSION OF PREFERRED SECURITIES HOLDERS;
WITHDRAWAL OF INITIAL LIMITED PARTNER
Section 2.1 CONTINUATION OF THE PARTNERSHIP. The parties hereto agree to continue the Partnership in accordance with the terms of this Agreement. The General Partner, for itself and as agent for the Limited Partners, shall make every reasonable effort to assure that an amendment to the Certificate of Limited Partnership reflecting this Agreement, and all other certificates and documents, are properly executed and shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all the requirements for the
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continuation of the Partnership as a limited partnership under the Act and under all other laws of the State of Delaware or such other jurisdictions in which the General Partner determines that the Partnership may conduct business. The rights and duties of the Partners shall be as provided herein and, subject to the terms hereof, the Act.
Section 2.2 NAME. The name of the Partnership is "Best Buy Capital, L.P.", as such name may be modified from time to time by the General Partner following written notice to the Limited Partners.
Section 2.3 BUSINESS OF THE PARTNERSHIP. The purposes of the Partnership are (a) to issue limited partnership interests in the Partnership in the form of Preferred Securities, and to use substantially all of the proceeds thereof and substantially all of the proceeds from the capital contributed to the Partnership by the General Partner to purchase Subordinated Debentures of Best Buy, (b) to invest, at all times, at least 1% of the total capital contributed to the Partnership by the Partners in the Eligible Investment Account as provided herein and (c) except as otherwise limited herein, to enter into, make and perform all contracts and other undertakings, and engage in all activities and transactions as the General Partner may reasonably deem necessary or advisable for the carrying out of the foregoing purposes of the Partnership. The Partnership may not conduct any other business or operations except as contemplated by the preceding sentence.
Section 2.4 TERM. The term of the Partnership shall commence upon the filing of the Certificate in the Office of the Secretary of State of the State of Delaware and shall continue until December 31, 2039, unless dissolved before such date in accordance with the provisions of this Agreement.
Section 2.5 REGISTERED AGENT AND OFFICE. The Partnership's registered agent and office in Delaware shall be [The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801]. At any time, the General Partner may designate another registered agent and/or registered office.
Section 2.6 PRINCIPAL PLACE OF BUSINESS. The principal place of business of the Partnership shall be c/o Best Buy Co., Inc., 7075 Flying Cloud Drive, Eden Prairie, Minnesota 55344. Upon ten days written notice to the Partners, the General Partner may change the location of the Partnership's principal place of business, provided that such change has no material adverse effect upon any Partner.
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Section 2.7 NAME AND BUSINESS ADDRESS OF GENERAL PARTNER. The name and address of the General Partner are as follows:
Best Buy Co., Inc.
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344 Attention: Secretary
The General Partner may change its name or business address from time to time, in which event the General Partner shall promptly notify the Limited Partners of any such change.
Section 2.8 QUALIFICATION TO DO BUSINESS. The General Partner shall cause the Partnership to become qualified, formed or registered under the applicable qualification, fictitious name or similar laws of any jurisdiction in which the Partnership transacts business.
Section 2.9 ADMISSION OF HOLDERS OF PREFERRED SECURITIES; WITHDRAWAL OF INITIAL LIMITED PARTNER.
(a) Without execution of this Agreement, upon the acquisition of an LP Certificate by a Person, whether by purchase, gift, devise or otherwise, which acquisition shall be deemed to constitute a request by such Person that the books and records of the Partnership reflect such Person's admission as a Limited Partner, such Person shall be admitted to the Partnership as a Limited Partner and shall become bound by this Agreement.
(b) Following the first admission of a Preferred Security Holder to the Partnership as a Limited Partner, the Initial Limited Partner shall withdraw from the Partnership and shall receive the return of its capital contribution without interest or deduction.
(c) The name and mailing address of each Partner and the amount contributed by such Partner to the capital of the Partnership shall be listed on the books and records of the Partnership. The General Partner shall be required to update the books and records from time to time as necessary to accurately reflect such information.
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ARTICLE III
CAPITAL CONTRIBUTIONS; REPRESENTATION OF
PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS
Section 3.1 CAPITAL CONTRIBUTIONS.
(a) The General Partner has, on or prior to the first Closing Date, contributed an aggregate of $ _______ to the capital of the Partnership. The General Partner shall on or prior to each subsequent Closing Date, make such additional capital contributions as are necessary to maintain its Capital Account balance at an amount equal to at least 21% of the aggregate positive Capital Account balances of all Partners as of the time of each such Closing Date.
(b) The Initial Limited Partner has, prior to the date hereof, contributed the amount of $___ to the capital of the Partnership, which amount will be returned to the Initial Limited Partner as contemplated by Section 2.9(b).
(c) On each Closing Date, each Person who acquires a Preferred Security from the Partnership shall, in connection with the acquisition of such Preferred Security, contribute to the capital of the Partnership an amount in cash equal to the Purchase Price for such Preferred Security.
(d) No Limited Partner shall at any time be required to make any additional capital contributions to the Partnership, except as may be required by law.
Section 3.2 PREFERRED SECURITY HOLDER'S INTEREST REPRESENTED BY L.P. CERTIFICATE. A Preferred Security Holder's Interest shall be represented by the L.P. Certificate held by or on behalf of such Holder. Each Preferred Security Holder's respective ownership of Preferred Securities shall be set forth on the books and records of the Partnership. Each Holder hereby agrees that its Interest represented by its L.P. Certificate shall for all purposes be personal property. A Preferred Security Holder shall have no interest in specific Partnership property.
Section 3.3 CAPITAL ACCOUNTS. An individual capital account (a "CAPITAL ACCOUNT") shall be established and maintained on the books of the Partnership for each Partner in compliance with Treasury Regulation Sections 1.704-1(b)(2)(iv) and 1.704-2, as amended. Subject to the preceding sentence, each Capital Account will be increased by the amount of the capital contributions (including the Purchase Price) made by, and the Net Income
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allocated to, such Partner (or predecessor in interest) and reduced by the amount of distributions made by the Partnership, and Net Losses allocated, to the Partner (or predecessor thereof). In addition, a Partner's Capital Account shall be increased or decreased, as the case may be, for any items specifically allocated to such Partner under Section 4.2 of this Agreement, and, to the extent permitted under such Treasury Regulation, the General Partner's Capital Account will be increased to the extent the General Partner pays any costs or expenses of the Partnership directly out of the General Partner's own funds.
Section 3.4 INTEREST ON CAPITAL CONTRIBUTIONS. Except as provided herein, no Partner shall be entitled to interest on or with respect to any capital contribution to the Partnership.
Section 3.5 WITHDRAWAL AND RETURN OF CAPITAL CONTRIBUTIONS. Subject to Section 3.l(b), no Partner shall be entitled to withdraw any part of such Partner's capital contribution to the Partnership. No Partner shall be entitled to receive any distributions from the Partnership, except as provided in this Agreement.
Section 3.6 INVESTMENT OF CAPITAL CONTRIBUTIONS.
(a) The General Partner shall establish and maintain in the name of the Partnership an Eligible Investment Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Partners. On each Closing Date, the General Partner shall deposit from the proceeds of the aggregate capital contributions received from the Partners an amount equal to at least 1% of such aggregate capital contributions into the Eligible Investment Account. On the first Closing Date, the amount so deposited by the General Partner shall equal $_________.
(b) Funds on deposit in the Eligible Investment Account shall be invested by the General Partner; PROVIDED, HOWEVER, it is understood and agreed that the General Partner shall not be liable for any loss arising from such investment in Eligible Investments; PROVIDED FURTHER that none of the funds deposited in the Eligible Investment Account shall be invested in an Eligible Investment or Eligible Investments issued by the General Partner or an Affiliate thereof for a period of five years following the Closing Date. All such Eligible Investments shall be held by the General Partner for the benefit of the Partnership, PROVIDED, HOWEVER, that on the day preceding each Dividend Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in
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the Eligible Investment Account shall be deposited into the Partnership account maintained by the Partnership for receipt of income on the Subordinated Debentures as designated pursuant to Section 3.1 of the Fiscal Agency Agreement (the "PARTNERSHIP DISTRIBUTION ACCOUNT") and shall constitute a portion of the Partnership's Net Income eligible for distribution to the Partners. Funds on deposit in the Eligible Investment Account shall be invested in Eligible Investments that will mature prior to the next succeeding Dividend Payment Date.
ARTICLE IV
ALLOCATIONS
Section 4.1 PROFITS AND LOSSES. After giving effect to the special allocations set forth in Section 4.2,
(a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated as follows:
(i) First, among Holders, as of the close of business on the record date for such Fiscal Period, an amount of Net Income equal to the excess of (x) the Dividends accrued on each Holder's Preferred Securities from the first Closing Date through and including the close of business on the record date for such Fiscal Period, including any Additional Dividends payable with respect thereto, over (y) the amount of Net Income allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods, including any Additional Dividends payable with respect thereto.
(ii) Second, to each Holder of a Preferred Security in an amount equal to the excess of (x) all Net Losses allocated to each such Holder from the date of issuance of the Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) over (y) the amount of Net Income allocated to each such Holder pursuant to this
Section 4.1(a)(ii) in all prior Fiscal Periods.
(iii) Any remaining Net Income shall be allocated to the General Partner.
(b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows:
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(i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero.
(ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero; PROVIDED, HOWEVER, that the General Partner shall make appropriate adjustments in these allocations, in accordance with Section 4.1(c), with respect to any Preferred Securities as to which Net Income has been allocated with respect to Dividends that accrued but were not paid.
(iii) Any remaining Net Loss shall be allocated to the General Partner.
(c) The General Partner shall make such changes to the allocations in Sections 4.1(a) and 4.1(b) as it deems reasonably necessary so that, in the year of the Partnership's liquidation, amounts distributed to the Preferred Security Holders in accordance with Section 11.4(ii) shall equal their Liquidation Distributions.
Section 4.2 SPECIAL ALLOCATIONS.
(a) If a Holder delivers an irrevocable notice of conversion ("NOTICE OF CONVERSION") to the Conversion Agent which instructs the Conversion Agent to exchange Preferred Securities for a portion of the Subordinated Debentures held by the Partnership and to immediately convert such Subordinated Debentures into Best Buy Common Stock pursuant to Section 6.3(b) of this Agreement, such Holder shall be allocated any interest (including original issue discount) accruing on a daily basis on the Subordinated Debentures so converted until the date of such conversion, but only to the extent such interest was not previously allocated to the Partners in a prior Fiscal Period as part of Net Income under Section 4.1(a) of this Agreement.
(b) All expenditures described in Code Section 705(a)(2)(B) that are incurred by, or on behalf of, the Partnership and paid by the General Partner shall be allocated entirely to the General Partner.
(c) In the event any Holder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Net Income shall be specially allocated to such Holder in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations,
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the deficit, if any, in the balance of the Capital Account of such Holder as quickly as possible. This Section 4.2(c) is intended to comply with the qualified income offset provision in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.
(d) For purposes of determining the profits, losses or any other items allocable to any period, profits, losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the General Partner using any method that is permissible under Section 706 of the Code and the Treasury Regulations promulgated thereunder. Unless otherwise specified, such profits, losses or other items shall be determined for each Fiscal Period.
(e) The Partners are aware of the income tax consequences of the allocations made by this Article IV and hereby agree to be bound by the provisions of this Article IV in reporting their shares of Partnership Net Income and Net Loss for U.S. federal income tax purposes.
(f) Notwithstanding anything to the contrary that may be expressed or implied in this Article IV, the interest of the General Partner in each item of income, gain, loss, deduction and credit will be equal to at least (i) at any time that aggregate capital contributions to the Partnership are equal to or less than $50,000,000, 1% of each such item and (ii) at any time that aggregate capital contributions to the Partnership are greater than $50,000,000, at least 1%, multiplied by a fraction (not exceeding one and not less than 0.2), the numerator of which is $50,000,000 and the denominator of which is the lesser of the aggregate Capital Account balances of the Capital Accounts of all Partners at such time and the aggregate capital contributions to the Partnership of all Partners at such time.
(g) The Partners intend that the allocations under Section 4.1 conform to Treasury Regulations Sections 1.704-1(b) and 1.704-2 (including, without limitation, the minimum gain chargeback, chargeback of partner nonrecourse debt minimum gain, qualified income offset and partner nonrecourse debt provisions of such Treasury Regulations), and the General Partner shall make such changes in the allocations under Section 4.1 as it believes are reasonably necessary to meet the requirements of such Treasury Regulations.
(h) Solely for the purpose of adjusting the Capital Accounts of the Partners, and not for tax purposes, if any property is distributed in kind to any Partner, the difference between its fair market value and its book value
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at the time of distribution shall be treated as gain or loss recognized by the Partnership and allocated pursuant to the provisions of Section 4.1.
Section 4.3 ALLOCATIONS FOR INCOME TAX PURPOSES. The income, gains, losses, deductions and credits of the Partnership shall be allocated in the same manner as the items entering into the computation of Net Income and Net Loss are allocated under Sections 4.1 and 4.2; PROVIDED, HOWEVER, that solely for federal, state and local income and franchise tax purposes, but not for book or Capital Account purposes, income, gain, loss and deductions with respect to any property properly carried on the Partnership's books at a value other than the tax basis of such property shall be allocated in a manner determined in the General Partner's discretion, so as to take into account (consistently with Code Section 704(c) principles) the difference between such property's book value and its tax basis. Notwithstanding anything to the contrary set forth in this Agreement, the General Partner is authorized to modify the allocations of this Section 4.3, and Sections 4.1 and 4.2, if necessary or appropriate, in the General Partner's sole discretion, for the allocations to fairly reflect the economic gain, income or loss to each of the Partners, or as otherwise required by the Code or the Treasury Regulations.
Section 4.4 WITHHOLDING. The Partnership shall comply with withholding requirements under federal, state and local law and shall remit amounts withheld to and file required forms with applicable jurisdictions. To the extent that the Partnership is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Partner, the amount withheld shall be deemed to be a distribution in the amount of the withholding to the Partner. In the event of any claimed over-withholding, Partners shall be limited to an action against the applicable jurisdiction. If the amount withheld was not withheld from actual distributions, the Partnership may reduce subsequent distributions by the amount of such withholding. Each Partner agrees to furnish the Partnership with any representations and forms as shall reasonably be requested by the Partnership to assist it in determining the extent of, and in fulfilling, its withholding obligations.
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ARTICLE V
DIVIDENDS AND DISTRIBUTIONS
Section 5.1 DIVIDENDS. Limited Partners shall receive periodic Dividends, if any, redemption payments and liquidation distributions in accordance with the terms of the Preferred Securities set forth in Article VI. Subject to the rights of the Preferred Security Holders, all cash remaining in the Partnership Distribution Account shall be distributed to the General Partner at such time as the General Partner shall determine.
Section 5.2 LIMITATIONS ON DISTRIBUTIONS. The Partnership shall not make a distribution to any Partner on account of such Partner's Interest if such distribution would violate Section 17-607 of the Act or other applicable law.
ARTICLE VI
ISSUANCE OF PREFERRED SECURITIES
Section 6.1 GENERAL PROVISIONS REGARDING PREFERRED SECURITIES.
(a) There is hereby authorized for issuance and sale Preferred Securities having an aggregate liquidation preference not greater than $ and having the designation, annual Dividend rate, liquidation preference, redemption terms, conversion and exchange rights and other powers, preferences and special rights and limitations set forth in this Article VI. The aggregate liquidation preference of Preferred Securities authorized hereunder shall be reduced 30 days after the first Closing Date to the amount purchased by the Underwriters.
(b) The payment of Dividends and payments of distributions by the Partnership in liquidation or on redemption in respect of Preferred Securities shall be guaranteed by Best Buy pursuant to the Guarantee. In the event of an appointment of a Special General Partner pursuant to Section 6.2(g), among other things, to enforce the Guarantee, the Special General Partner may take possession of the Guarantee for such purpose. The Preferred Security Holders, by acceptance of such Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Guarantee.
(c) The proceeds received by the Partnership from the issuance of Preferred Securities, together with the
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proceeds of the capital contributed by the General Partner pursuant to Section 3.1(a) of this Agreement, but less any amounts deposited by the General Partner in the Eligible Investment Account pursuant to Section 3.6(a), shall be invested by the Partnership in Subordinated Debentures with (i) an aggregate principal amount equal to such aggregate proceeds and (ii) an interest rate at least equal to the Dividend rate of the Preferred Securities.
(d) The Partnership may not issue any other interests in the Partnership, without the approval of the Holders of not less than 66 2/3% in Liquidation Preference of the Preferred Securities; PROVIDED, HOWEVER, that the Partnership may issue a general partnership interest to the Special General Partner. All Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Dividends or other distributions and the right to receive payments out of the assets of the Partnership upon voluntary or involuntary liquidation, dissolution, winding-up or termination of the Partnership. All Preferred Securities redeemed, purchased or otherwise acquired by the Partnership (including Preferred Securities surrendered for conversion or exchange) shall be canceled. The Preferred Securities will be issued in registered form only. Dividends on all Preferred Securities shall be cumulative.
(e) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a Dividend.
(f) Neither Best Buy nor any Affiliate of Best Buy shall have the right to vote or give or withhold consent with respect to any Preferred Security owned by it, directly or indirectly, and, for purposes of any matter upon which the Limited Partners may vote or give or withhold consent as provided in this Agreement, Preferred Securities owned by Best Buy or any Affiliate shall be treated as if they were not outstanding.
Section 6.2 PREFERRED SECURITIES.
(a) DESIGNATION. The Preferred Securities, liquidation preference $50 per Preferred Security, are
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hereby designated as "___% CONVERTIBLE MONTHLY INCOME PREFERRED SECURITIES".
(b) DIVIDENDS. (i) Preferred Security Holders shall be entitled to receive, when, as and if declared by the General Partner, cumulative Dividends at a rate per annum of ____% of the stated liquidation preference of $50 per Preferred Security, calculated on the basis of a 360-day year consisting of 12 months of 30 days each. For any period shorter than a full monthly Dividend period, Dividends will be computed on the basis of the actual number of days elapsed in such period. Dividends shall be payable in United States dollars monthly in arrears on the last day of each calendar month of each year, commencing ___ 1994. Such Dividends will accrue and be cumulative whether or not they have been declared and whether or not there are funds of the Partnership legally available for the payment of Dividends. Dividends on the Preferred Securities shall be cumulative from the first Closing Date. Additional Dividends upon any Dividend arrearages shall be declared and paid in order to provide, in effect, monthly compounding on such Dividend arrearages at a rate of ____% per annum compounded monthly and such Additional Dividends shall accumulate. In the event that any date on which Dividends are payable on the Preferred Securities is not a Business Day, then payment of the Dividend payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.
(ii) Dividends on the Preferred Securities must be declared monthly and be paid on the last day of each calendar month (each a "DIVIDEND PAYMENT DATE") to the extent that the Partnership has, on such date, (x) funds legally available for the payment of such Dividends and (y) cash on hand sufficient to permit such payments, it being understood that to the extent that funds are not available to pay in full all accumulated and unpaid Dividends, the Partnership may pay partial Dividends to the extent of funds legally available therefor. For purposes of this Section 6.2(b), net interest and investment income from funds on deposit in the Eligible Investment Account that is transferred into the Partnership Distribution Account shall be considered funds available for the payment of Dividends; PROVIDED, HOWEVER, that the principal amount of Eligible Investments shall not be available as distributions as Dividends or otherwise except in connection with a liquidating distribution pursuant to
Section 11.4 of this Agreement.
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Dividends will be payable to the Holders as they appear on the books and records of the Partnership on the relevant record dates, which will be one Business Day prior to the related Dividend Payment Date. In the event of any extended interest payment period with respect to the Subordinated Debentures resulting in the deferral of the payment of Dividends on the Preferred Securities, the General Partner shall notify the Holders as to such extended interest payment period.
(iii) The Partnership shall not:
(A) pay, declare or set aside for payment, any dividends or other distributions on any other Interests in the Partnership; or
(B) redeem, purchase or otherwise acquire any other Interests in the Partnership;
until, in each case, such time as all accumulated and unpaid Dividends on all of the Preferred Securities, including any Additional Dividends thereon, shall have been paid in full for all Dividend periods terminating on or prior to the date of such payment or the date of such redemption, purchase or acquisition, as the case may be.
(iv) In the event of an election by the Holder to convert its Preferred Securities through the Conversion Agent into Best Buy Common Stock pursuant to Section 6.3 of this Agreement, neither Best Buy nor the Partnership shall make, or be required to make, any payment, allowance or adjustment with respect to accumulated and unpaid Dividends on such Preferred Securities; PROVIDED that Holders of Preferred Securities at the close of business on any record date for the payment of Dividends will be entitled to receive the Dividend payable on such Preferred Securities on the corresponding Dividend Payment Date notwithstanding the conversion of such Preferred Securities into Best Buy Common Stock following such record date.
(d) REDEMPTION. (i) If at any time following the Conversion Expiration Date, less than five percent (5%) of the Preferred Securities authorized under Section 6.1(a) remain outstanding, such Preferred Securities shall be redeemable, at the option of the Partnership, in whole but not in part, from time to time, upon not fewer than 30 nor more than 60 days' prior notice, at a redemption price equal to the liquidation preference per Preferred Security plus accumulated and unpaid Dividends (whether or not earned or declared) to the date fixed for redemption, including any
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Additional Dividends accrued thereon (the "REDEMPTION PRICE").
(ii) Upon repayment at maturity or prepayment of the Subordinated Debentures, including as a result of the acceleration of the Subordinated Debentures upon the occurrence of an Event of Default with respect to the Subordinated Debentures, the proceeds from such repayment or prepayment shall be applied to redeem the Preferred Securities at the Redemption Price.
(e) REDEMPTION PROCEDURES. (i) Notice of any redemption (a "NOTICE OF REDEMPTION") of the Preferred Securities to be redeemed will be given by the Partnership by mail to each record Holder of Preferred Securities not fewer than 30 nor more than 60 days prior to the date fixed for redemption thereof following the issuance of a notice of prepayment or redemption of the Subordinated Debentures by Best Buy to the Partnership. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this paragraph (e)(i), a Notice of Redemption shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to each Holder of Preferred Securities. Each Notice of Redemption shall be addressed to each Holder of Preferred Securities at the address of the Holder appearing in the books and records of the Partnership. If all of the Preferred Securities are represented by Book-Entry Interests, Notices of Redemption shall be sent to the Clearing Agency. No defect in the Notice of Redemption or in the mailing thereof with respect to any Preferred Security shall affect the validity of the redemption proceedings with respect to any other Preferred Security.
(ii) If, following a notice of prepayment of all outstanding Subordinated Debentures, the Partnership issues a Notice of Redemption, then, by 12:00 noon, New York time, on the redemption date, Best Buy will repay to the Partnership an aggregate principal amount of the Subordinated Debentures, which, together with accrued and unpaid interest and any Additional Interest thereon, will be an amount sufficient to pay the Redemption Price for all Preferred Securities then outstanding. If all of the Preferred Securities are represented by Book-Entry Interests, the Partnership shall irrevocably deposit such funds with the Clearing Agency and give the Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of Preferred Securities and otherwise the Partnership may pay the Redemption Price by check. If a Notice of Redemption shall have been issued and funds deposited as required or a check deposited in the U.S. mails
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postage prepaid, then upon the date of such deposit, all rights of the Preferred Security Holders who hold such Preferred Securities so called for redemption will cease, except the right of the Holders of such securities to receive the Redemption Price, but without interest from and after such redemption date. In the event that any date fixed for redemption of Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day. In the event that payment of the Redemption Price in respect of Preferred Securities is improperly withheld or refused and not paid either by the Partnership or by Best Buy pursuant to the Guarantee, Dividends on such Preferred Securities (including any Additional Dividends thereon) will continue to accumulate at the then applicable rate, from the original redemption date to the date that the Redemption Price is actually paid.
(f) LIQUIDATION RIGHTS. In the event of any voluntary or involuntary liquidation, dissolution, winding-up or termination of the Partnership, the Holders of Preferred Securities at the time outstanding will be entitled to receive out of the assets of the Partnership (including any Eligible Investments or amounts deposited in the Eligible Investment Account) legally available for distribution to Partners after satisfaction of liabilities of creditors as required by the Act before any distribution of assets is made with respect to any other Interest in the Partnership, an amount equal to the aggregate of the stated liquidation preference of $50 per Preferred Security and accumulated and unpaid Dividends (whether or not earned or declared) to the date of payment, including any Additional Dividends accrued thereon (the "LIQUIDATION DISTRIBUTION").
(g) VOTING RIGHTS -- SPECIAL GENERAL PARTNER. (i) If (x) the Partnership fails to pay Dividends in full on the Preferred Securities for 15 consecutive months (other than as a result of a determination by Best Buy to extend the interest payment period of the Subordinated Debentures in accordance with the terms thereof), (y) an Event of Default under the Subordinated Debentures occurs and is continuing or (z) Best Buy is in default on any of its payment obligations under the Guarantee, then the Holders, upon the affirmative vote of at least a Majority in Liquidation Preference of the Preferred Securities, will be entitled to appoint and authorize a Special General Partner to enforce the Partnership's rights as a creditor under the Subordi-
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nated Debentures, enforce the rights of the Holders under the Guarantee and to declare and pay Dividends (including Additional Dividends) on the Preferred Securities. Upon the appointment of a Special General Partner, the Special General Partner shall be authorized, and shall to the extent of legally available funds, declare and pay Dividends (including Additional Dividends) on the Preferred Securities. So long as the appointment of the Special General Partner is effective, the Special General Partner shall manage the business and affairs of the Partnership to the exclusion of the General Partner.
(ii) In furtherance of the foregoing, and without limiting the powers of any Special General Partner so appointed and for the avoidance of any doubt concerning the powers of the Special General Partner, any Special General Partner, in its own name and as Special General Partner of the Partnership, may institute a proceeding, including, without limitation, any suit in equity, an action at law or other judicial or administrative proceeding, to enforce the Partnership's rights directly against Best Buy, or any other obligor in connection with such obligations on behalf of the Partnership, and may prosecute such proceeding to judgment or final decree, and enforce the same against Best Buy or any other obligor in connection with such obligations and collect, out of the property, wherever situated, of Best Buy or any such other obligor upon such obligations, the monies adjudged or decreed to be payable in the manner provided by law.
(iii) For purposes of determining whether the Partnership has failed to pay Dividends in full for 15 consecutive months, Dividends shall be deemed to remain in arrears, notwithstanding any payments in respect thereof, until full cumulative Dividends have been or contemporaneously are declared and paid with respect to all monthly Dividend periods terminating on or prior to the date of payment of such full cumulative Dividends. Not later than 30 days after such right to appoint a Special General Partner arises, the General Partner will convene a meeting for election of a Special General Partner. If the General Partner fails to convene such meeting within such 30-day period, the Holders of not less than 10% in Liquidation Preference of the Preferred Securities will be entitled to convene such meeting. The provisions of Section 12.3 relating to the convening and conduct of meetings of the Partners will apply with respect to any such meeting. Any Special General Partner so appointed shall vacate office immediately if the Partnership (or Best Buy pursuant to the Guarantee) shall have paid in full all accumulated and unpaid Dividends (including any Additional Dividends) on the
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Preferred Securities or such Event of Default or default, as the case may be, shall have been cured.
(h) VOTING RIGHTS -- CERTAIN AMENDMENTS. (i) If any proposed amendment of this Agreement provides for, or the General Partner otherwise proposes to effect, (x) any action that would materially adversely affect the powers, preferences or rights of the Preferred Securities, whether by way of amendment of this Agreement or otherwise or (y) the liquidation, dissolution, winding-up or termination of the Partnership (other than in connection with the exchange of Depositary Shares representing Best Buy Preferred Stock for all of the Preferred Securities upon the occurrence of an Exchange Event), then the Holders of outstanding Preferred Securities will be entitled to vote on such amendment or action of the General Partner (but not on any other amendment or action) and such amendment or action shall not be effective except with the approval of Holders of not less than 66 2/3% in Liquidation Preference of the Preferred Securities; PROVIDED, HOWEVER, that no such approval shall be required if the liquidation, dissolution, winding-up or termination of the Partnership is proposed or initiated pursuant to Section 11.2 hereof.
(ii) Any required approval of Holders may be given at a separate meeting of such Holders convened for such purpose or pursuant to written consent. The Partnership will cause a notice of any meeting at which Holders are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder. Each such notice will include a statement setting forth (x) the date of such meeting or the date by which such action is to be taken, (y) a description of any matter on which such Holders are entitled to vote or upon which written consent is sought and (z) instructions for the delivery of proxies or consents. No vote or consent of the Holders will be required for the Partnership to redeem and cancel Preferred Securities in accordance with this Agreement.
(iii) Except as provided in this Section 6.2, Holders shall have no voting rights, and the Holders may not remove the General Partner.
Section 6.3. CONVERSION RIGHTS OF PREFERRED SECURITIES. The Holders of Preferred Securities shall have the right, at their option, at any time before the close of business on the Conversion Expiration Date, to cause the Conversion Agent to convert Preferred Securities, on behalf of the converting Holders, into shares of Best Buy Common
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Stock in the manner described herein on and subject to the following terms and conditions:
(a) The Preferred Securities will be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Best Buy Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Preferred Securities for a portion of the Subordinated Debentures theretofore held by the Partnership on the basis of one Preferred Security per $50 principal amount of Subordinated Debentures, and immediately convert such amount of Subordinated Debentures into fully paid and nonassessable shares of Best Buy Common Stock at an initial rate of ___ shares of Best Buy Common Stock per $50 principal amount of Subordinated Debentures (which is equivalent to a conversion price of $______ per share of Best Buy Common Stock, subject to certain adjustments set forth in the terms of the Subordinated Debentures (as so adjusted, "CONVERSION PRICE")).
(b) In order to convert Preferred Securities into Best Buy Common Stock, the Holder shall surrender the Preferred Securities to be converted to the Conversion Agent at the office referred to above, together with an irrevocable Notice of Conversion (i) setting forth the number of Preferred Securities to be converted and the name or names, if other than the Holder, in which the shares of Best Buy Common Stock should be issued and (ii) directing the Conversion Agent (a) to exchange such Preferred Securities for a portion of the Subordinated Debentures held by the Partnership (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Subordinated Debentures, on behalf of such Holder, into Best Buy Common Stock (at the conversion rate specified in the preceding paragraph). If the Notice of Conversion is delivered before the close of business on the Conversion Expiration Date, the Conversion Agent shall notify the Partnership of the Holder's election to exchange Preferred Securities for a portion of the Subordinated Debentures held by the Partnership and the Partnership shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Subordinated Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify Best Buy of the Holder's election to convert such Subordinated Debentures into shares of Best Buy Common Stock. Holders of Preferred Securities at the close of business on a dividend payment record date will be entitled to receive the Dividend payable on such securities on the corresponding Dividend Payment Date notwithstanding the conversion of such Preferred Securities following such dividend payment record date. Except as
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provided above, no payment, allowance or adjustment shall be made by the Partnership or Best Buy upon any conversion on account of any accumulated and unpaid Dividends accrued on the Preferred Securities (including any Additional Dividends accrued thereon) surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Best Buy Common Stock issued upon such conversion. Preferred Securities shall be deemed to have been converted immediately prior to the close of business on the day on which a Notice of Conversion relating to such Preferred Securities is delivered in accordance with the foregoing provision (the "CONVERSION DATE"). The Person or Persons entitled to receive the Best Buy Common Stock issuable upon conversion of the Subordinated Debentures shall be treated for all purposes as the record holder or holders of such Best Buy Common Stock at such time. No fractional shares of Best Buy Common Stock will be issued as a result of conversion, but in lieu thereof, such fractional interest will be paid in cash by Best Buy. As promptly as practicable on or after the Conversion Date, Best Buy shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Best Buy Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons.
(c) Each Holder of a Preferred Security by his acceptance thereof appoints the Transfer Agent for the Preferred Securities "CONVERSION AGENT" for the purpose of effecting the conversion of Preferred Securities in accordance with this Section and the exchange of Preferred Securities for Depositary Shares representing Best Buy Preferred Stock in accordance with
Section 6.4. In effecting the conversion and exchange transactions described in this Section and Section 6.4, the Conversion Agent shall be acting as agent of the Holders of Preferred Securities directing it to effect such conversion or exchange transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities from time to time for Subordinated Debentures held by the Partnership in connection with the conversion or exchange of such Preferred Securities in accordance with this Section and Section 6.4 hereof,
(ii) to convert all or a portion of the Subordinated Debentures into Best Buy Common Stock and thereupon to deliver such shares of Best Buy Common Stock in accordance with the provisions of this Section and to deliver to the Partnership a new Subordinated Debenture or Debentures for
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any resulting unconverted principal amount and (iii) following the occurrence of an Exchange Event, to exchange all of the Subordinated Debentures for Depositary Shares representing Best Buy Preferred Stock in accordance with the provisions of Section 6.4 hereof and thereupon to deliver such Depositary Shares to the Persons entitled to receive them.
(d) (i) On and after the third anniversary of the date of issuance of the Preferred Securities, the Partnership shall have the right, at its option, to cause the conversion rights set forth in this Section to expire, BUT ONLY IF for 20 Trading Days, within any period of 30 consecutive Trading Days, including the last Trading Day of such period, the Current Market Price of the Best Buy Common Stock on each of such 20 Trading Days exceeds 120% of the Conversion Price in effect on such Trading Day.
(ii) In order to exercise its option to cause the conversion rights of Holders to expire, Best Buy must issue a press release announcing the Conversion Expiration Date (the "PRESS RELEASE") prior to the opening of business on the second Trading Day after any period in which the condition in the preceding paragraph has been met. The Press Release shall state that the Partnership has elected to exercise its right to extinguish the conversion rights of Holders of Preferred Securities, specify the Conversion Expiration Date and provide the Conversion Price of the Preferred Stock and the Current Market Price of the Best Buy Common Stock, in each case as of the close of business on the Trading Day next preceding the date of the Press Release. If the Partnership exercises the option described in this paragraph, the "CONVERSION EXPIRATION DATE" shall be a date selected by the Partnership which shall be not less than 30 or more than 60 days after the date on which the Partnership issues the Press Release. In the event the Partnership does not exercise the option described in this paragraph, the Conversion Expiration Date shall be the earlier of (a) the date of an Exchange Election, as set forth in
Section 6.4(c), and (b) two Business Days preceding the date set for the mandatory redemption of the Preferred Securities pursuant to Section 6.2(d)(ii).
(iii) In addition to the Press Release, notice of the expiration of conversion rights (a "NOTICE OF CONVERSION EXPIRATION") must be given by the Partnership by first-class mail to each record Holder of Preferred Securities not more than four (4) Business Days after the Partnership issues the Press Release. Each such mailed Notice of Conversion Expiration shall state, as appropriate:
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(1) the Conversion Expiration Date; (2) the Conversion Price of the Preferred Securities and the Current Market Price of the Best Buy Common Stock, in each case as of the close of business on the Trading Day next preceding the date of the Notice of Conversion Expiration; (3) the place or places at which Preferred Securities are to be surrendered prior to the Conversion Expiration Date for certificates representing shares of Best Buy Common Stock; and/or (4) such other information or instructions as the Partnership deems necessary or advisable to enable a Holder to exercise its conversion right hereunder. For purposes of the calculation of the Conversion Expiration Date and the dates on which notices are given pursuant to this paragraph (d), a Notice of Conversion Expiration shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to each Holder of Preferred Securities at the address of the Holder appearing in the books and records of the Partnership (whether or not the Holder receives the Notice). No defect in the Notice of Conversion Expiration or in the mailing thereof with respect to any Preferred Security shall affect the validity of such notice with respect to any other Preferred Security. As of the close of business on the Conversion Expiration Date, the Preferred Securities shall be deemed to be non-convertible securities.
(e) No fractional shares of Best Buy Common Stock will be issued as a result of conversion, but in lieu thereof, such fractional interest will be in cash by Best Buy to the Partnership, which in turn will make such payment to the Holder or Holders of Preferred Securities so converted.
(f) Best Buy shall at all times reserve and keep available out of its authorized and unissued Best Buy Common Stock, solely for issuance upon the conversion of the Subordinated Debentures, free from any preemptive or other similar rights, such number of shares of Best Buy Common Stock as shall from time to time be issuable upon the conversion of all the Subordinated Debentures then outstanding. Notwithstanding the foregoing, Best Buy shall be entitled to deliver upon conversion of Subordinated Debentures, shares of Best Buy Common Stock reacquired and held in the treasury of Best Buy (in lieu of the issuance of authorized and unissued shares of Best Buy Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Best Buy Common stock issued upon conversion of the Subordinated Debentures shall be duly authorized, validly issued and fully paid and nonassessable. The Partnership shall deliver the shares of Best Buy Common Stock received upon conversion of the Subordinated Debentures to the converting Holder free
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and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. Each of Best Buy and the Partnership shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Best Buy Common Stock (and all requirements to list the Best Buy Common Stock issuable upon conversion of Subordinated Debentures that are at the time applicable), in order to enable Best Buy to lawfully issue Best Buy Common Stock to the Partnership upon conversion of the Subordinated Debentures and the Partnership to lawfully deliver the Best Buy Common Stock to each Holder upon conversion of the Preferred Securities.
(g) Best Buy will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Best Buy Common Stock on conversion of Subordinated Debentures and the delivery of the shares of Best Buy Common Stock by the Partnership upon conversion of the Preferred Securities. Best Buy shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Best Buy Common Stock in a name other than that in which the Preferred Securities so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Partnership the amount of any such tax, or has established to the satisfaction of the Partnership that such tax has been paid.
(h) Nothing in Section 6.3(g) shall limit the requirement of the Partnership to withhold taxes pursuant to Section 4.4 or otherwise require the General Partner or the Partnership to pay any amounts on account of such withholdings.
Section 6.4 OPTIONAL EXCHANGE FOR DEPOSITARY SHARES REPRESENTING BEST BUY PREFERRED STOCK.
(a) Upon the occurrence of an Exchange Event, the Holders of a Majority in Liquidation Preference of the Preferred Securities, voting as a class or by written consent, may, at their option, cause the Conversion Agent to
(i) exchange all (but not less than all) of the Preferred Securities then outstanding for all (but not less than all) of the Subordinated Debentures held by the Partnership at the rate of exchange specified in Section 6.3(a) above,
(ii) immediately exchange such Subordinated Debentures, on behalf of the Holders, for Depositary Shares, each representing ownership of 1/100th of a share of Best Buy
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Preferred Stock, at the Exchange Price and (iii) to distribute such Depositary Shares to the Holders. Upon receipt of notice and the directions described above (the "NOTICE OF EXCHANGE"), the Conversion Agent shall promptly notify the Partnership, Best Buy and the trustee for the Subordinated Debentures of an Exchange Election by delivering copies of the Notice of Exchange to such Persons. The Partnership, upon such notice, shall deliver the Subordinated Debentures to the Conversion Agent in exchange for the Preferred Securities. Best Buy, upon such notice, shall, in exchange for the principal amount of the Subordinated Debentures then outstanding, issue and deposit with the Depositary, pursuant to the Deposit Agreement, a certificate or certificates for the number of shares of Best Buy Preferred Stock issuable at the Exchange Price in return for a Depositary Receipt or Receipts evidencing a proportionate number of Depositary Shares in respect of the Best Buy Preferred Stock so deposited. Best Buy shall request that the Depositary Receipts be issued in the names of the holders of Preferred Securities designated in the Notice of Exchange. As promptly as practicable on or after the exchange date, Best Buy shall deliver at the office of the Conversion Agent the Depositary Receipt or Receipts representing the Best Buy Preferred Stock issuable upon such exchange.
(b) The failure of Best Buy, after its election to extend interest payments on the Subordinated Debentures in accordance with their terms, to make 15 interest payments to the partnership shall constitute an "EXCHANGE EVENT."
(c) As soon as practicable, but in no event later than 30 days after the occurrence of an Exchange Event, the General Partner shall convene a general meeting of the Holders (an "EXCHANGE ELECTION MEETING") for the purpose of acting on the matter of whether to cause the Conversion Agent to exchange all of the Preferred Securities then outstanding for all of the Subordinated Debentures held by the Partnership and immediately exchange those Subordinated Debentures, on behalf of the Holders, for Depositary Shares. If the General Partner fails to convene such Exchange Election Meeting within such 30-day period, the Holders of not less than 10% in Liquidation Preference of the Preferred Securities will be entitled to convene such Exchange Election Meeting. Upon the affirmative vote of the Holders of a Majority in Liquidation Preference of the Preferred Securities at an Exchange Election Meeting or, in the absence of such meeting, upon receipt by the Partnership of a written consent signed by the Holders of a Majority in Liquidation Preference of the Preferred Securities, an election to exchange all outstanding Preferred Securities on
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the basis described above (an "EXCHANGE ELECTION") will be deemed to have been made.
Holders, by becoming a party to this Agreement pursuant to Section 2.9 of this Agreement, will be deemed to have agreed to be bound by these optional exchange provisions in regard to the exchange of Preferred Securities for Depositary Shares pursuant to the terms described above.
(d) Each Depositary Share will represent a one one-hundredth (1/100th) interest in a share of Best Buy Preferred Stock and shall be evidenced by a Depositary Receipt. Best Buy shall at all times reserve and keep available out of its authorized and unissued Best Buy Preferred Stock, solely for issuance upon the exchange of Subordinated Debentures for Depositary Shares, free from any preemptive or other similar rights, such number of shares of Best Buy Preferred Stock as shall from time to time be issuable upon the exchange of all the Subordinated Debentures then outstanding for Depositary Shares. Each of Best Buy and the Partnership shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Best Buy Preferred Stock in order to enable Best Buy to lawfully issue the Best Buy Preferred Stock upon exchange of the Subordinated Debentures and deposit such Best Buy Preferred Stock with the Depositary under the Deposit Agreement and the Partnership to lawfully deliver Depositary Shares upon exchange of the Preferred Securities. All shares of Best Buy Preferred Stock issued upon conversion of the Subordinated Debentures shall be duly authorized, validly issued and fully paid and non-assessable and the terms of the Best Buy Preferred Stock shall be valid and binding on Best Buy. The Conversion Agent shall deliver the Depositary Shares, evidenced by Depositary Receipts, received upon exchange of the Preferred Securities to the exchanging Holder, free and clear of all liens, charges, security interests and encumbrances.
(e) Best Buy will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Best Buy Preferred Stock upon exchange of the Subordinated Debentures, the delivery and deposit of such shares to the Depositary and the delivery of the Depositary Shares by the Partnership upon exchange of the Preferred Securities. Best Buy shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of Best Buy Preferred Stock or Depositary Shares in a name other than that in which Preferred Securi-
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ties so exchanged were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Partnership the amount of any such tax, or has established to the satisfaction of the Partnership that such tax has been paid.
(f) Preferred Securities shall be deemed to have been exchanged immediately prior to the close of business on the day on which the Exchange Election is made. The Person or Persons entitled to receive the Depositary Shares representing the Best Buy Preferred Stock issuable upon exchange of the Preferred Securities shall be treated for all purposes as the record holder or holders of such Best Buy Preferred Stock at such time. As promptly as practicable on or after the date on which the Exchange Election is made, Best Buy shall issue and deposit with the Depositary a certificate or certificates for the number of full shares of Best Buy Preferred Stock issuable upon such exchange in return for a Depositary Receipt or Receipts issued by the Depositary evidencing a proportionate number of Depositary Shares in respect of the Best Buy Preferred Stock so deposited and deliver such Depositary Receipt or Receipts to the Partnership for distribution to the Persons entitled thereto. The Partnership shall promptly distribute such Depositary Receipts to the Persons entitled thereto.
(g) The terms of the Best Buy Preferred Stock issued upon the exchange of the Preferred Securities for Depositary Shares shall provide that all accumulated and unpaid Dividends (including any Additional Dividends thereon) that are not paid by the Partnership or Best Buy pursuant to the Guarantee shall be treated as accumulated and unpaid dividends on such Best Buy Preferred Stock.
(h) Nothing in Section 6.4(e) shall limit the requirement of the Partnership to withhold taxes pursuant to Section 4.4 or otherwise require the General Partner or Best Buy Capital to pay any amounts on account of such withholdings.
ARTICLE VII
BOOKS OF ACCOUNT, RECORDS AND REPORTS
Section 7.1 BOOKS AND RECORDS.
(a) Proper and complete records and books of account of the Partnership shall be kept by the General Partner in which shall be entered fully and accurately all transactions and other matters relative to the Partnership's
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business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character, including a Capital Account for each Partner. The books and records of the Partnership, together with a certified copy of this Agreement and of the Certificate, shall at all times be maintained at the principal office of the General Partner and shall be open to the inspection and examination of the Partners or their duly authorized representatives for a proper purpose during reasonable business hours.
(b) The General Partner may, for such period of time that the General Partner deems reasonable, keep confidential from the Partners any information with respect to the Partnership the disclosure of which the General Partner reasonably believes is not in the best interests of the Partnership or is adverse to the interests of the Partnership or which the Partnership or the General Partner is required by law or by an agreement with any Person to keep confidential.
(c) Within three months after the close of each Fiscal Year, the General Partner shall transmit to each Partner, a statement indicating such Partner's share of each item of Partnership income, gain, loss, deduction or credit for such Fiscal Year for federal income tax purposes.
Section 7.2 ACCOUNTING METHOD. For both financial and tax reporting purposes and for purposes of determining profits and losses, the books and records of the Partnership shall be kept on the accrual method of accounting applied in a consistent manner and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership's business.
Section 7.3 ANNUAL AUDIT. As soon as practical after the end of each Fiscal Year, but not later than 90 days after such end, the financial statements of the Partnership shall be audited by a firm of independent certified public accountants selected by the General Partner, and such financial statements shall be accompanied by a report of such accountants containing their opinion. The cost of such audits will be an expense of the Partnership and paid by Best Buy.
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ARTICLE VIII
POWERS, RIGHTS AND DUTIES
OF THE LIMITED PARTNERS
Section 8.1 LIMITATIONS. Other than as set forth in this Agreement, the Limited Partners shall not participate in the management or control of the Partnership's business, property or other assets nor shall the Limited Partners transact any business for the Partnership, nor shall the Limited Partners have the power to act for or bind the Partnership, said powers being vested solely and exclusively in the General Partner (and, upon appointment, the Special General Partner). Except for shares of Common Stock or Best Buy Preferred Stock deliverable upon conversion or exchange of the Preferred Securities, the Limited Partners shall have no interest in the properties, or assets of the General Partner, or any equity therein, or in any proceeds of any sales thereof (which sales shall not be restricted in any respect, by virtue of acquiring or owning an Interest in the Partnership).
Section 8.2 LIABILITY. Subject to the provisions of the Act, no Limited Partner shall be liable for the repayment, satisfaction or discharge of any debts or other obligations of the Partnership in excess of the Capital Account balance of such Limited Partner.
Section 8.3 PRIORITY. No Limited Partner shall have priority over any other Limited Partner as to Partnership allocations or distributions.
ARTICLE IX
POWERS, RIGHTS AND DUTIES
OF THE GENERAL PARTNER
Section 9.1 AUTHORITY. Subject to the limitations provided in this Agreement, the General Partner or, upon appointment pursuant to Section 6.2(g), the Special General Partner, shall have exclusive and complete authority and discretion to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. Any action taken by the General Partner or, upon appointment pursuant to Section 6.2(g), the Special General Partner, shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner or, upon appointment pursuant to Section 6.2(g), the Special General Partner, acting on behalf of the Partnership no Person shall be required to inquire into the
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authority of the General Partner or, upon appointment pursuant to Section 6.2(g), the Special General Partner, to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner or, upon appointment pursuant to Section 6.2(g), the Special General Partner, as set forth in this Agreement.
Section 9.2 POWERS AND DUTIES OF GENERAL PARTNER. Except as otherwise specifically provided herein, the General Partner (or, upon appointment pursuant to Section 6.2(g), the Special General Partner), shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following:
(a) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership;
(b) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Subordinated Debentures and the Guarantee;
(c) to issue Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement;
(d) to act as registrar and transfer agent for the Preferred Securities or designate an entity to act as registrar and transfer agent;
(e) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Dividends and voting rights and to make determinations as to the payment of Dividends, and make or cause to be made all other required payments to Holders and to the General Partner;
(f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money;
(g) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership;
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(h) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement;
(i) to take all action which may be necessary or appropriate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged;
(j) to cause the Partnership to enter into and preform, on behalf of the Partnership, the Underwriting Agreement and to cause the Partnership to purchase the Subordinated Debentures without any further act, vote or approval of any Partner; and
(k) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing.
Section 9.3 EXPENSES PAYABLE BY GENERAL PARTNER. The General Partner hereby assumes and shall be liable for the debts, obligations and liability of the partnership and agrees to pay to each Person or entity to whom the Partnership is now or hereafter becomes indebted or liable, whether such indebtedness, obligations or liabilities arise in contract, tort or otherwise, (including, without limitation, payment obligations arising under Section 7.3 of this Agreement, but excluding payment obligations of Best Buy to Holders of the Preferred Securities in such Holders' capacities as Holders of such Preferred Securities, such obligations being separately guaranteed under the Guarantee) (the "BENEFICIARIES") the full payment of such indebtedness and any and all liabilities, when and as due. This agreement is intended to be for the benefit of and to be enforceable by all such Beneficiaries whether or not such Beneficiaries have received notice hereof.
Section 9.4 LIABILITY. Except as expressly set forth in this Agreement, (a) the General Partner shall not be personally liable for the return of any portion of the capital contributions (or any return thereon) of the Limited Partners; (b) the return of such capital contributions (or any return thereon) shall be made solely from assets of the Partnership; and (c) the General Partner shall not be
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required to pay to the Partnership or to any Limited Partner any deficit in any Limited Partner's Capital Account upon dissolution or otherwise. Other than as provided in Sections 6.3 and 6.4 of this Agreement or under the Act, no Limited Partner shall have the right to demand or receive property other than cash for its respective Interest in the Partnership.
Section 9.5 INVESTMENT COMPANY OR TAX ACTIONS. The General Partner is authorized and directed to conduct its affairs and to operate the Partnership in such a way that the Partnership would not be deemed to be an "investment company" required to be registered under the Investment Company Act of 1940 (the "1940 ACT") or taxed as a corporation for federal income tax purposes and so that the Subordinated Debentures will be treated as indebtedness of Best Buy for federal income tax purposes. In this connection, the General Partner is authorized to take any action not inconsistent with applicable law or this Agreement, and that does not materially and adversely affect the interests of Holders, that the General Partner determines in its discretion to be necessary or desirable for such purposes.
Section 9.6 OUTSIDE BUSINESSES. Any Partner or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Partnership, and the Partnership and the Partners shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom and the pursuit of any such venture, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper. No Partner or Affiliate thereof shall be obligated to present any particular investment opportunity to the Partnership even if such opportunity is of a character that, if presented to the Partnership, could be taken by the Partnership, and any Partner or Affiliate thereof shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity.
Section 9.7 LIMITS ON GENERAL PARTNER'S POWERS. (a) Anything in this Agreement to the contrary notwithstanding, the General Partner (or, upon appointment pursuant to Section 6.2(g), the Special General Partner) shall not cause or permit the Partnership to:
(i) acquire any assets other than as expressly provided herein;
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(ii) do any act which would make it impractical or impossible to carry on the ordinary business of the Partnership;
(iii) possess Partnership property for other than a Partnership purpose;
(iv) admit a Person as a Partner, except as expressly provided in this Agreement;
(v) make any loans to the General Partner or its Affiliates, other than loans represented by the Subordinated Debentures;
(vi) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(vii) engage in any activity that is not consistent with the purposes of the Partnership, as set forth in Section 2.3;
(viii) without the written consent of 66 2/3% in Liquidation Preference of the Preferred Securities have an order for relief entered with respect to the Partnership or commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of the Partnership's property, or make any assignment for the benefit of creditors of the Partnership; or
(ix) borrow money or become liable for the borrowings of any third party or to engage in any financial or other trade or business.
(b) So long as the Subordinated Debentures are held by the Partnership, the General Partner shall not:
(i) direct the time, method and place of conducting any proceeding for any remedy available to the Special General Partner, or exercising any trust or power conferred on the Special General Partner with respect to the Subordinated Debentures,
(ii) waive any past default which is waivable under the Subordinated Debentures,
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(iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable,
(iv) consent to any amendment, modification or termination of the Subordinated Debentures without, in each case, obtaining the prior approval of the Holders of not less than 66 2/3% in Liquidation Preference of the Preferred Securities; PROVIDED, HOWEVER, that where a consent under the Subordinated Debentures would require the consent of each holder of Subordinated Debentures affected thereby, no such consent shall be given by the General Partner without the prior consent of each Holder of Preferred Securities.
(c) The General Partner shall not revoke any action previously authorized or approved by the Special General Partner or by a vote of Holders without the approval of the Holders of not less than 66 2/3% in Liquidation Preference of the Preferred Securities. The General Partner shall notify all Holders of any notice of default received from the Fiscal Agent with respect to the Subordinated Debentures.
Section 9.8 TAX MATTERS PARTNER.
(a) For purposes of Code Section 6231(a)(7), the "TAX MATTERS PARTNER" shall be the General Partner as long as it remains the general partner of the Partnership. The Tax Matters Partner shall keep the Limited Partners fully informed of any inquiry, examination or proceeding.
(b) The General Partner shall not make an election in accordance with Section 754 of the Code.
(c) The General Partner and the Preferred Security Holders acknowledge that they intend, for U.S. federal income tax purposes, that the Partnership shall be treated as a partnership and that the General Partner and the Preferred Security Holders shall be treated as Partners of such Partnership for such purposes.
(d) The General Partner shall retain, at the expense of the Partnership and at its sole discretion, a nationally recognized firm of certified public accountants which shall prepare all federal, state, local or other tax returns (including information returns) of the Partnership, as required by law, and the Schedule K-1's or any successor or similar forms or schedules required by law.
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Section 9.9 CONSOLIDATION, MERGER OR SALE OF ASSETS.
(a) Best Buy may not merge or consolidate with or into another entity or permit another entity to merge or consolidate with or into, or be replaced by, or sell, transfer or lease all or substantially all of its assets to another entity (each such event, a "TRANSACTION") unless (i) at the time of such Transaction, no Event of Default (as defined in the Fiscal Agency Agreement) shall have occurred and be continuing, or would occur as a result of such Transaction, (ii) the survivor of such merger or consolidation or the entity to which Best Buy's assets are sold, transferred or leased is an entity organized under the laws of the United States or any state thereof, such entity becomes a party to this Agreement and becomes the General Partner, assumes all of Best Buy's obligations under this Agreement, and has a net worth equal to at least 10% of the total capital contributions made by the Partners to the Partnership, and (iii) prior to such Transaction, Best Buy obtains an opinion of nationally recognized independent counsel experienced in such matters to the effect that the Partnership will continue to be taxable as a partnership for federal income tax purposes after such Transaction and (iv) in the case of any sale, transfer or lease of all or substantially all of Best Buy's assets that includes Best Buy's Interest in the Partnership, Best Buy has obtained the consent of the Holders of not less than 66 2/3% in Liquidation Preference of the Preferred Securities to the sale, transfer or lease of its Interest in the Partnership.
(b) In addition, Best Buy shall not cause or allow the Partnership to enter into a Transaction, except as described below and as permitted or required under Section 11.3 of this Agreement. The Partnership may, for purposes of changing its state of domicile in order to avoid 1940 Act consequences adverse to Best Buy, itself or the Holders, merge or without the consent of the Holders, merge or consolidate with or into, or be replaced by, a limited partnership or trust organized as such under the laws of any state of the United States of America; PROVIDED, that (i) such successor entity either
(x) expressly assumes all of the obligations of the Partnership under the Preferred Securities or (y) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "SUCCESSOR SECURITIES") so long as the Successor Securities rank, with respect to participation in the profits or assets of the successor entity, at least as high as the Preferred Securities rank, with respect to participation in the profits or assets of the Partnership, (ii) Best Buy expressly acknowledges such successor entity
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as the holder of the subordinated Debentures, (iii) such Transaction does not cause the Preferred Securities (or the Successor Securities) to be delisted by any national securities exchange or other organization on which the Preferred Securities are then listed, (iv) such Transaction does not cause the Preferred Securities (or the Successor Securities) to be downgraded by any nationally recognized statistical rating organization, as that term is defined by the Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act, (v) such Transaction does not adversely affect the powers, preferences and other special rights of Holders of Preferred Securities (including Successor Securities) in any material respect (other than with respect to any dilution of the holders' interest in the new entity), (vi) prior to such Transaction Best Buy has received an opinion of nationally recognized independent counsel to the Partnership experienced in such matters to the effect that (x) such successor entity will be treated as a partnership for federal income tax purposes, (y) following such Transaction, Best Buy and such successor entity will be in compliance with the 1940 Act without registering thereunder as an investment company, and (z) such Transaction will not adversely affect the limited liability of the Holders.
ARTICLE X
TRANSFERS OF INTERESTS BY PARTNERS
Section 10.1 TRANSFER OF INTERESTS.
(a) Preferred Securities shall be freely transferable by a Holder.
(b) Except as provided in the next sentence, the General Partner may not assign or transfer its Interest in the Partnership in whole or in part unless, prior to such assignment or transfer, the General Partner has obtained the consent of the Holders of not less than 66 2/3% in Liquidation Preference of the Preferred Securities. The General Partner may assign or transfer its interest in the Partnership without such consent only to an entity that is the survivor of a merger or consolidation of the General Partner in a transaction that meets the requirements of Section 9.9(a). "PERMITTED SUCCESSOR" shall mean an entity that is an assignee or transferee of the Interest of the General Partner as permitted by this Section 10.1(b).
(c) Except as provided above, no Interest shall be transferred, in whole or in part, except in accordance
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with the terms and conditions set forth in this Agreement. Any transfer or purported transfer of any Interest not made in accordance with this Agreement shall be null and void.
Section 10.2 TRANSFER OF LP CERTIFICATES. The General Partner shall provide for the registration of LP Certificates and of transfers of LP Certificates. Upon surrender for registration of transfer of any LP Certificate, the General Partner shall cause one or more new LP Certificates to be issued in the name of the designated transferee or transferees. Every LP Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the General Partner duly executed by the Preferred Security Holder or his or her attorney duly authorized in writing. Each LP Certificate surrendered for registration of transfer shall be canceled by the General Partner. A transferee of an LP Certificate shall be admitted to the Partnership as a Limited Partner and shall be entitled to the rights and subject to the obligations of a Preferred Security Holder hereunder upon the receipt by a transferee of an LP Certificate.
Section 10.3 PERSONS DEEMED PREFERRED SECURITY HOLDERS. The Partnership may treat the Person in whose name any LP Certificate shall be registered on the books and records of the Partnership as the sole holder of such LP Certificate and of the Preferred Securities represented by such LP Certificate for purposes of receiving Dividends and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such LP Certificate or in the Preferred Securities represented by such LP Certificate on the part of any other Person, whether or not the Partnership shall have actual or other notice thereof.
Section 10.4 BOOK-ENTRY INTERESTS. The LP Certificates, on original issuance, will be issued in the form of a global LP Certificate or LP Certificates representing the Book-Entry Interests, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Partnership. Such LP Certificate or LP Certificates shall initially be registered on the books and records of the Partnership in the name of Cede & Co., the nominee of DTC, and no Preferred Security Owner will receive a definitive LP Certificate representing such Preferred Security Owner's interests in such LP Certificate, except as provided in Section 10.6. Unless and until definitive, fully registered LP Certificates (the "DEFINITIVE LP CERTIFICATES") have been issued to the Preferred Security Owners pursuant to Section 10.6:
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(i) The provisions of this Section shall be in full force and effect;
(ii) The Partnership, the General Partner and any Special General Partner shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the payment of Dividends, Redemption Price and liquidation proceeds on the LP Certificates and receiving approvals, votes or consents hereunder) as the Preferred Security Holder and the sole holder of the LP Certificates and shall have no obligation to the Preferred Security Owner; and
(iii) None of the Partnership, the General Partner, any Special General Partner or any agent of the General Partner, the Partnership or any Special General Partner shall have any liability with respect to or responsibility for the records of the Clearing Agency.
Section 10.5 NOTICES TO CLEARING AGENCY. Whenever a notice or other communication to the Preferred Security Holders is required under this Agreement, unless and until Definitive LP Certificates shall have been issued to the Preferred Security Owners pursuant to Section 10.6, the General Partner and any Special General Partner shall give all such notices and communications specified herein to be given to the Preferred Security Holders to the Clearing Agency, and shall have no obligations to the Preferred Security Owners.
Section 10.6 DEFINITIVE LP CERTIFICATES. If (i) the Clearing Agency elects to discontinue its services as securities depository, (ii) the Partnership elects to terminate the book-entry system through the Clearing Agency, or (iii) there is an Event of Default under the Subordinated Debentures, then Definitive LP Certificates shall be prepared by the Partnership. Upon surrender of the global LP Certificate or LP Certificates representing the Book-Entry Interests by the Clearing Agency, accompanied by registration instructions, the General Partner shall cause Definitive LP Certificates to be delivered to Preferred Security Owners in accordance with the instructions of the Clearing Agency. Neither the General Partner nor the Partnership shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Any Person receiving a Definitive LP Certificate in accordance with this Article X shall be admitted to the Partnership as a Limited Partner upon receipt of such Definitive LP Certificate and shall be registered on the books and records of the
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Partnership as a Preferred Security Holder. The Definitive LP Certificates shall be printed, lithographed or engraved or may be produced in any other manner as may be required by any national securities exchange on which the Preferred Securities may be listed and is reasonably acceptable to the General Partner, as evidenced by its execution thereof.
ARTICLE XI
WITHDRAWAL; DISSOLUTION;
LIQUIDATION AND DISTRIBUTION OF ASSETS
Section 11.1 WITHDRAWAL OF PARTNERS. The General Partner shall not at any time retire or withdraw from the Partnership except as otherwise permitted hereunder. If the General Partner retires or withdraws in contravention of this Section 11.1, it shall indemnify, defend and hold harmless the Partnership and the other Partners from and against any losses, expenses, judgments, fines, settlements or damages suffered or incurred by the Partnership or such other Partners arising out of or resulting from such retirement or withdrawal.
Section 11.2 DISSOLUTION OF THE PARTNERSHIP.
(a) The Partnership shall not be dissolved by the admission of Partners in accordance with the terms of this Agreement. Except as provided in
Section 11.2(b)(ii), the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Partner, or the occurrence of any other event which terminates the Interest of a Partner in the Partnership, shall not cause the Partnership to be dissolved and its affairs wound up so long as the Partnership at all times has at least two Partners. Upon the occurrence of any such event, the business of the Partnership shall be continued without dissolution.
(b) The Partnership shall be dissolved and terminated and its affairs shall be wound up upon the earliest to occur of any of the following events:
(i) the expiration of the term of the Partnership, as provided in
Section 2.4 of this Agreement;
(ii) upon the bankruptcy, insolvency or dissolution of the General Partner;
(iii) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
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(iv) the written consent of all Partners.
(c) Upon dissolution of the Partnership, the Liquidator shall promptly notify the Partners of such dissolution.
Section 11.3 LIQUIDATION.
(a) In the event of the dissolution of the Partnership for any reason, the General Partner (or, if the Partnership is dissolved pursuant to
Section 11.2(b)(ii), then a liquidating agent appointed by Holders of not less than 66 2/3% in Liquidation Preference of the Preferred Securities (the General Partner or such person so appointed is hereinafter referred to as the "LIQUIDATOR")) shall commence to wind up the affairs of the Partnership and to liquidate the Partnership's assets, including the Partnership's Eligible Investments and/or amounts deposited in the Eligible Investment Account; PROVIDED, HOWEVER, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the satisfaction of liabilities to creditors so as to enable the Partners to minimize the normal losses attendant upon liquidation. The Partners shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles IV and V. Subject to the provisions of this Article XI, the Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions.
(b) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and termination of the Partnership that the General Partner would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assets.
(c) Notwithstanding the foregoing, a Liquidator that is not a General Partner shall not be deemed a Partner in this Partnership and shall not have any of the economic interests in the Partnership of a Partner; and such Liquidator may be compensated for its services to the Partnership at normal customary and competitive rates for its services
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to the Partnership as reasonably determined by all the Limited Partners.
Section 11.4 DISTRIBUTION IN LIQUIDATION. Subject to Section 9.3, the proceeds of liquidation shall be applied in the following order of priority (and without regard to the provisions of Section 17-804 of the Act):
(i) to creditors of the Partnership, including Preferred Security Holders who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for distributions (including Dividends) to Partners; and
(ii) following any allocations required under Section 4.1(c) of the Agreement, to the Partners in proportion to the Partner's positive Capital Account balances.
Section 11.5 RIGHTS OF LIMITED PARTNERS. Each Limited Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and such Partner's capital contribution (including returns thereof), and such Partner's share of profits or losses thereof, and shall have no recourse therefor (upon dissolution or otherwise) against the General Partner, except under the Guarantee. Except as provided in Sections 6.3 and 6.4 of this Agreement, no Partner shall have any right to demand or receive property other than cash upon dissolution and termination of the Partnership.
Section 11.6 TERMINATION. The Partnership shall terminate when all of the assets of the Partnership shall have been disposed of and the assets shall have been distributed as provided in Section 11.4. The Liquidator shall then execute and cause to be filed a certificate of cancellation of the Partnership.
ARTICLE XII
AMENDMENTS AND MEETINGS
Section 12.1 AMENDMENTS. Except as provided by Section 6.2(h), this Agreement may be amended by a written instrument executed by the General Partner without the consent of any Limited Partner; PROVIDED, HOWEVER, that no amendment shall be made, and any such purported amendment shall be void and ineffective, to the extent the result
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thereof would be to cause the Partnership to be treated as anything other than a partnership for purposes of United States income taxation or require the Partnership to register under the 1940 Act.
Section 12.2 AMENDMENT OF CERTIFICATE. In the event this Agreement shall be amended pursuant to Section 12.1, the General Partner shall amend the Certificate to reflect such change if it deems such amendment of the Certificate to be necessary or appropriate.
Section 12.3 MEETINGS OF PARTNERS.
(a) Meetings of the Limited Partners who are Holders may be called at any time by the General Partner to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The General Partner shall call a meeting of Holders if directed to do so by Holders of not less than 10% in Liquidation Preference as permitted by this Agreement. Such direction shall be given by delivering to the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting and indicating the general or specific purpose for which the meeting is to be called.
(b) Notice of any such meeting shall be given to all Partners not less than seven Business Days nor more than 60 days prior to the date of such meeting. Each such notice shall set forth the date, time and place of the meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents.
(c) Any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if a consent in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum Interests that would be necessary to authorize or take such action at a meeting in which all Limited Partners having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Limited Partners entitled to vote who have not consented in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be refunded to the Partnership within a specified time.
(d) Each Partner may authorize any Person to act for it by proxy on all matters as to which a Partner is entitled to participate, including waiving notice of any
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meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it.
(e) Each meeting of Partners shall be conducted by the General Partner or by such other Person that the General Partner may designate.
(f) The General Partner may establish all other reasonable procedures relating to meetings of Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place or purpose of any meeting at which any matter is to be voted on by any Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.
ARTICLE XIII
MISCELLANEOUS
Section 13.1 NOTICES. All notices provided for in this Agreement shall be in writing, and shall be delivered or mailed by first class or registered or certified mail or, with respect to the Partnership and General Partner, telecopied, as follows:
(a) if given to the Partnership, in care of the General Partner at the Partnership's mailing address set forth below:
Best Buy Capital, L.P.
c/o Best Buy Co., Inc.
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344
Attention: Secretary
Telecopy: [(612) 947-2706]
(b) if given to the General Partner, at its mailing address set forth below:
Best Buy Co., Inc.
7075 Flying Cloud Drive Eden Prairie, Minnesota 55344 Attention: Secretary
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Telecopy: [(612) 947-2706]
(c) if given to any other Partner at the address set forth on the books and records of the Partnership.
Section 13.2 POWER OF ATTORNEY. Each Holder does hereby constitute and appoint the General Partner, and if applicable, any Special General Partner appointed pursuant to Section 6.2(g) of this Agreement, as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, deliver and file (a) any amendment of the Certificate required because of an amendment of this Agreement or in order to effect any change in the Partnership, (b) this Agreement, (c) any amendments to this Agreement and (d) all such other instruments, documents and certificates which from time to time may required by the laws of the United States of America, the State of Delaware or any other jurisdiction, or any political subdivision or agency thereof, to effectuate, implement and continue the valid and subsisting existence of the Partnership or to dissolve the Partnership for any other purpose consistent with this Agreement and the transactions contemplated hereby.
The power of attorney granted hereby is coupled with an interest and shall (a) survive and not be affected by the subsequent death, incapacity, disability, dissolution, termination, or bankruptcy of the Holder granting the same or the transfer of all or any portion of such Holder's Interest and (b) extend to such Holder's successors, assigns and legal representatives.
Section 13.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties. It supersedes any prior agreement or understandings among them, and it may not be modified or amended in any manner other than as set forth herein.
SECTION 13.4 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
Section 13.5 EFFECT. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, successors and assigns.
Section 13.6 PRONOUNS AND NUMBER. Wherever from the context it appears appropriate, each term stated in
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either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter.
Section 13.7 CAPTIONS. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provisions hereof.
Section 13.8 PARTIAL ENFORCEABILITY. If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.
Section 13.9 COUNTERPARTS. This Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of the signature of each of the Partners to one of such counterpart signature pages. All of such counterpart signatures pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.
Section 13.10 REMEDIES. The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies
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are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above stated.
GENERAL PARTNER:
BEST BUY CO., INC.,
 a Minnesota corporation
By:

Name:

Title:
INITIAL LIMITED PARTNER:
BEST BUY FINANCE CORPORATION,
 a Delaware corporation
By:

Name:

Title:
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Annex A

Certificate Number Number of Preferred Securities

R-1

CUSIP NO.
Certificate Evidencing Preferred Securities
of
Best Buy Capital, L.P.
__% Convertible Monthly Income Preferred Securities
 (liquidation preference $50 per Preferred Security)
Best Buy Capital, L.P., a limited partnership formed under the laws of the State of Delaware (the "Partnership"), hereby certifies that _____ (the "Holder") is the registered owner of _______ preferred securities of the Partnership representing limited partnership interests in the Partnership, which are designated the __% Convertible Monthly Income Preferred Securities (liquidation preference $50 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are fully paid and are nonassessable interests in the Partnership, as to which the Partners in the Partnership who hold the Preferred Securities (the "Preferred Security Holders"), in their capacities as Partners in the Partnership, will have no liability solely by reason of being Preferred Security Holders (subject to the obligation of a Preferred Security Holder to repay any funds wrongfully distributed to it), and are freely transferable on the books and records of the Partnership, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The powers, preferences and special rights and limitations of the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Partnership Agreement of the Partnership
A-1

dated as of _______ 1994, as the same may be amended from time to time in accordance with its terms (the "Limited Partnership Agreement"), authorizing the issuance of the Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding Dividends, voting, return of capital and otherwise, and other matters relating to the Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the Limited Partnership Agreement. The Holder is entitled to the benefits of the Guarantee Agreement of Best Buy Co., Inc., a Minnesota corporation ("Best Buy"), dated as of ______, 1994 (the "Guarantee") to the extent provided therein. The partnership will furnish a copy of the Limited Partnership Agreement and the Guarantee to the Holder without charge upon written request to the Partnership at its principal place of business or registered office.
The Holder, by accepting this certificate, is deemed to have agreed
(i) to be bound by the provisions of the Limited Partnership Agreement, including the provisions of the Limited Partnership Agreement concerning the exchange of the Preferred Securities for Depositary Shares representing fractional interests in Best Buy Preferred Stock and (ii) that the Subordinated Debentures acquired by the Partnership with the proceeds from the issuance of the Preferred Securities are subordinated and junior in right of payment to all Senior Indebtedness of Best Buy as and to the extent provided in the Subordinated Debentures and (iii) that the Guarantee ranks (x) subordinate and junior in right of payment to all Senior Indebtedness of Best Buy, and (y) PARI PASSU with the most senior preferred or preference stock now or hereafter issued by Best Buy and with any guarantee now or hereafter entered into by Best Buy in respect of any preferred or preference stock of any Affiliate of Best Buy, and (z) senior to Best Buy Common Stock and any other class or series of capital stock of Best Buy or any of its Affiliates which by its express terms ranks junior in the payment of dividends and amounts on liquidation, dissolution, and winding-up to the Preferred Securities, in each case, as and to the extent provided in the Guarantee. Upon receipt of this certificate, the Holder is admitted to the partnership as a Limited Partner, is bound by the Limited Partnership Agreement and is entitled to the benefits thereunder.
A-2

IN WITNESS WHEREOF, the Partnership has executed this certificate this _______ day of ______ 1994.
BEST BUY CAPITAL, L.P.
By: BEST BUY CO. INC.,
its General Partner
By:

Name:

Title:
A-3

EXHIBIT 3.3
Draft of September 28, 1994
CERTIFICATE OF DESIGNATION
OF
BEST BUY CO., INC.
Series A Cumulative Convertible Preferred Stock
WE, THE UNDERSIGNED, ________________ and ____________ being, respectively, the __________ and the __________ of Best Buy Co., Inc., a corporation organized under the laws of the State of Minnesota (the "Corporation"), do hereby certify that pursuant to Section 302A.401 of the Minnesota Statutes, resolutions as hereinafter set forth were adopted on ________ __, 1994 by the affirmative vote of a majority of the Board of Directors, such resolutions stating the number, designation, relative rights, preferences and limitations of a series of Preferred Stock, as fixed by the Board of Directors of the Corporation:
RESOLVED, that there is hereby established a series of preferred stock of the Corporation with relative rights and preferences as follows:
SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
SECTION 1. DESIGNATION AND AMOUNT; SPECIAL PURPOSE; RESTRICTION ON SENIOR SERIES.
(A) The shares of this series of Preferred Stock shall be designated as "Series A Cumulative Convertible Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting such series shall be _____, par value $1.00 per share.
(B) Shares of Series A Preferred Stock shall be issued only upon exchange of ___% convertible subordinated debentures of the Corporation due 2024 (the "Subordinated Debentures") immediately following the exchange of all outstanding preferred securities, liquidation preference $50 per security (the "Best Buy Capital Preferred Securities"), of Best Buy Capital, L.P., a Delaware limited partnership ("Best Buy Capital"), for such Subordinated Debentures theretofore held by Best Buy Capital. The exchanges described in the preceding sentence shall have taken place only pursuant to a valid exchange election (the "Exchange Election") by the holders of a majority of the aggregate

liquidation preference of the Best Buy Capital Preferred Securities then outstanding effected in the manner prescribed in the Amended and Restated Agreement of Limited Partnership of Best Buy Capital, dated ________ __, 1994. Upon issuance, the Series A Preferred Stock shall be deposited by the Corporation with the Depositary (as defined in the Deposit Agreement, dated ________ __, 1994, among the Corporation and _____, as Depositary (the "Deposit Agreement")) against the issuance of Depositary Receipts (as defined in the Deposit Agreement) evidencing depositary shares, each representing a one one-hundredth (1/100th) interest in a share of Series A Preferred Stock (the "Depositary Shares").
(C) So long as any Best Buy Capital Preferred Securities are outstanding, the Corporation shall not authorize or issue any other class or series of capital stock ranking senior as to the payment of dividends or amounts upon liquidation, dissolution or winding-up to the Series A Preferred Stock without the approval of the holders of not less than 66-2/3% of the aggregate liquidation preference of the Best Buy Capital Preferred Securities then outstanding.
SECTION 2. DIVIDENDS AND DISTRIBUTIONS.
(A)(1) The holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation out of funds legally available therefor, cumulative cash dividends in an amount per share per annum equal to $______ (equivalent to a rate per annum of ____% of the stated liquidation preference of $5,000 per share of Series A Preferred Stock), calculated on the basis of a 360-day year consisting of 12 months of 30 days each, and for any period shorter than a full monthly dividend period, dividends will be computed on the basis of the actual number of days elapsed in such period, and payable in United States dollars monthly in arrears on the last day of each calendar month of each year.
(2) Dividends, when, as and if declared by the Board of Directors of the Corporation out of funds legally available therefor, must be paid on the last day of each month. Such dividends will accrue and be cumulative whether or not they have been earned or declared and whether or not there are funds of the Corporation legally available for the payment of dividends. Dividends on the Series A Preferred Stock shall be cumulative from the date of the Exchange Election. Accrued but unpaid interest on the Subordinated Debentures, if any, on the date of the issuance of the Series A Preferred Stock and the Depositary Shares in
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exchange for such Subordinated Debentures shall constitute, and be treated as, accumulated and unpaid dividends on the Series A Preferred Stock; PROVIDED, HOWEVER, that the amount which shall constitute such accumulated and unpaid dividends on the Best Buy Series A Preferred Stock shall be neither less than nor greater than the amount of accumulated and unpaid dividends (including Additional Dividends), if any, on the Best Buy Capital Preferred Securities on the date of such Exchange Election. The record date for each dividend payment date shall be the Business Day (as defined below) immediately preceding such dividend payment date. In the event that any date on which dividends are payable on the Series A Preferred Stock is not a day other than a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to be closed (a "Business Day"), then payment of the dividend payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.
(B) In the event that full cumulative dividends on the Series A Preferred Stock have not been declared and paid or set apart for payment when due, then the Corporation shall not, and shall not permit any majority-owned subsidiary to declare or pay any dividend on, or redeem, purchase, acquire for value or make a liquidation payment with respect to, any Pari Passu Stock or Junior Stock (other than as a result of a reclassification of Pari Passu Stock or Junior Stock or the exchange or conversion of one class or series of Pari Passu Stock or Junior Stock for another class or series of Pari Passu Stock or Junior Stock, respectively), or make any guarantee payments with respect to the foregoing (other than payments under the Guarantee or dividends or guarantee payments to Best Buy).
"Pari Passu Stock" means any preference stock or preferred stock of the Corporation, or any guarantee now or hereafter entered into by the Corporation in respect of any preferred or preference stock of any affiliate of the Corporation, ranking, in such case, as to the payment of dividends and amounts upon liquidation, dissolution and winding-up on a parity with the Series A Preferred Stock. "Junior Stock" means Common Stock and any other class or series of capital stock of the Corporation or any of its affiliates which by its express terms ranks junior in the payment of dividends or amounts upon liquidation, dissolution or winding-up to the Series A Preferred Stock.
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SECTION 3. VOTING RIGHTS.
(A) In the event that full cumulative dividends on the Series A Preferred Stock have not been paid for 18 monthly dividend periods, the number of directors of the Corporation constituting the entire Board of Directors shall be increased by two persons and the holders of the Series A Preferred Stock shall have the right to elect such persons to fill such positions at any annual meeting of shareholders or special meeting held in place thereof, or at a special meeting of the holders of the Series A Preferred Stock called as hereinafter provided. Whenever all arrears of dividends on the Series A Preferred Stock then outstanding shall have been paid and dividends thereon for the current monthly period shall have been paid or declared and set apart for payment, then the right of the holders of the Series A Preferred Stock to elect such additional two directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any similar future arrearages in dividends), and the terms of office of all persons elected as directors by the holders of the Series A Preferred Stock shall forthwith terminate and the number of the Board of Directors shall be reduced accordingly. At any time after such voting power shall have been so vested in the holders of shares of the Series A Preferred Stock, the Secretary of the Corporation may, and upon the written request of any holder of Series A Preferred Stock (addressed to the Secretary at the principal office of the Corporation) shall, call a special meeting of the holders of the Series A Preferred Stock for the election of the two directors to be elected by them as herein provided; such call to be made by notice similar to that provided in the by-laws for a special meeting of the shareholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the Secretary within 20 days after receipt of any such request, then any holder of Series A Preferred Stock may call such meeting, upon the notice above provided, and for that purpose shall have access to the stock books and records of the Corporation. The directors elected at any such special meeting shall hold office until the next annual meeting of the shareholders or special meeting held in place thereof if such office shall not have previously terminated as above provided. In case any vacancy shall occur among the directors elected by the holders of the Series A Preferred Stock, a successor shall be elected by the Board of Directors to serve until the next annual meeting of the shareholders or special meeting held in place thereof upon the nomination of the then remaining director elected by the holders of the Series A Preferred Stock or the successor of such remaining director.
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(B) Except as otherwise required by law or set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required for the taking of any corporate action. So long as any shares of Series A Preferred Stock are outstanding, the consent of the holders of not less than 66 2/3% of the outstanding shares of Series A Preferred Stock, given in person or by proxy either at a regular meeting or at a special meeting called for that purpose, at which the holders of Series A Preferred Stock shall vote separately as a series, shall be necessary for effecting, validating or authorizing any one or more of the following:
(1) The amendment, alteration or repeal of any of the provisions of the Articles of Incorporation, as restated and amended, of the Corporation, or any amendment thereto or any other certificate filed pursuant to law (including any such amendment, alteration or repeal effected by any merger or consolidation to which the Corporation is a party) that would adversely affect any of the rights, powers or preferences of outstanding shares of Series A Preferred Stock; PROVIDED, HOWEVER, that any amendment or amendments to the provisions of the Certificate of Incorporation so as to authorize or create, or to increase the authorized amount of, any Junior Stock shall not be deemed to affect adversely the voting powers, rights or preferences of the holders of the Series A Preferred Stock;
(2) The creation of any shares of any class or series or any security convertible into shares of any class or series of capital stock ranking prior to the Series A Preferred Stock in the distribution of assets on any liquidation, dissolution or winding-up of the Corporation or in the payment of dividends; or
(3) Any merger or consolidation with or into, or any sale, transfer, exchange or lease of all or substantially all of the assets of the Corporation to, any other corporation, in either case that would adversely affect any of the rights, powers or preferences of outstanding shares of Series A Preferred Stock.
SECTION 4. REDEMPTION.
(A) If at any time following the Conversion Expiration Date (as defined below), less than five percent (5%) of the shares of Series A Preferred Stock issued upon the Exchange Election remain outstanding, such shares of Series A Preferred Stock are redeemable, at the option of the Corporation, in whole but not in part, from time to
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time, at a redemption price equal to the liquidation preference, plus accumulated and unpaid dividends, whether or not earned or declared, to the date of redemption (the "Redemption Price").
(B) Unless otherwise required by law, notice of redemption will be sent to the holders of Series A Preferred Stock by first-class mail, postage prepaid, mailed not less than thirty, nor more than sixty days prior to the redemption date. Each such notice shall state: (i) the fact that all outstanding shares of Series A Preferred Stock are being redeemed; (ii) the redemption date; (iii) the Redemption Price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Upon surrender of the certificates for the shares so called for redemption and not previously converted (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation on the date fixed for redemption at the Redemption Price.
SECTION 5. LIQUIDATION, DISSOLUTION OR WINDING-UP.
(A) Upon any voluntary or involuntary liquidation, dissolution, winding-up or termination of the Corporation, the holders of Series A Preferred Stock at the time outstanding will be entitled to receive out of the net assets of the Corporation available for payment to stockholders and subject to the rights of the holders of any stock of the Corporation ranking senior to or on a parity with the Series A Preferred Stock in respect of distributions upon liquidation, dissolution, winding-up or termination of the Corporation, before any amount shall be paid or distributed with respect to any Junior Stock, liquidating distributions in the amount of $5,000 per share plus an amount equal to all accrued and unpaid dividends thereon (whether or not earned or declared) to the date fixed for distribution. If, upon any liquidation, dissolution, winding up or termination of the Corporation, the amounts payable with respect to the Series A Preferred Stock and any Pari Passu Stock are not paid in full, the holders of the Series A Preferred Stock and such Pari Passu Stock shall share ratably in any distribution of assets based on the proportion of their full respective liquidation preference to the entire amount of the unpaid liquidation preference of the Series A Preferred Stock. After payment of the full amount to which they are entitled as provided by the foregoing provisions of this Section 5(A), the holders
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of shares of Series A Preferred Stock shall not be entitled to any further right or claim to any of the remaining assets of the Corporation.
(B) Neither the merger or consolidation of the Corporation with or into any other corporation, nor the merger or consolidation of any other corporation with or into the Corporation, nor the sale, transfer, exchange or lease of all or any portion of the assets of the Corporation, shall be deemed to be a dissolution, liquidation or winding-up of the affairs of the Corporation for purposes of this Section 5.
(C) Written notice of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to holders of Series A Preferred Stock in such circumstances shall be payable, shall be given by first-class mail, postage prepaid, mailed not less than twenty days prior to any payment date stated therein, to the holders of Series A Preferred Stock, at the address shown on the books of the Corporation or the transfer agent for the Series A Preferred Stock; PROVIDED, HOWEVER, that a failure to give notice as provided above or any defect therein shall not affect the Corporation's ability to consummate a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation.
SECTION 6. CONVERSION RIGHTS OF SERIES A PREFERRED STOCK.
(A) The shares of Series A Preferred Stock are convertible at any time before the close of business on the Conversion Expiration Date, at the option of the holder thereof, into shares of Common Stock at the initial conversion price, subject to adjustment as provided in Section 7 (as so adjusted, the "Conversion Price"). For this purpose, each share of Series A Preferred Stock shall be taken at $5,000.
(B) Holders of record of Series A Preferred Stock at the close of business on a dividend payment record date will be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date but on or prior to such dividend payment date. Except as provided in the immediately preceding sentence, the Corporation will make no payment or allowance for accumulated and unpaid dividends, whether or not in arrears, on converted shares of Series A Preferred Stock.
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(C) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Corporation shall pay a cash adjustment in an amount equal to the same fraction of the Closing Price (as hereinafter defined) on the date on which the certificate or certificates for such shares were duly surrendered on conversion, or, if such date is not a Trading Day (as hereinafter defined), on the next Trading Day.
(D) Shares of Series A Preferred Stock that have been called for redemption will not be convertible after the close of business on the second Business Day preceding the date fixed for redemption, unless the Corporation defaults in making payment of the amount payable on redemption.
(E) Any holder of shares of Series A Preferred Stock desiring to convert such shares into shares of Common Stock shall surrender the certificate or certificates representing the shares of Series A Preferred Stock being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto), at the principal executive office of the Corporation or the offices of the transfer agent for the Series A Preferred Stock or such office or offices in the continental United States of an agent for conversion as may from time to time be designated by notice to the holders of the Series A Preferred Stock by the Corporation or the transfer agent for the Series A Preferred Stock, accompanied by written notice of conversion, on any day that is a Business Day. Such notice of conversion shall specify (i) the number of shares of Series A Preferred Stock to be converted and the name or names in which such holder desires the certificate or certificates for Common Stock and for any shares of Series A Preferred Stock not to be so converted to be issued (subject to compliance with applicable legal requirements if any of such certificates are to be issued in a name other than the name of the holder), and (ii) the address to which such holder wishes delivery to be made of such new certificates to be issued upon such conversion.
(F) Upon surrender of a certificate representing a share or shares of Series A Preferred Stock for conversion, the Corporation shall issue and send by hand delivery (with receipt to be acknowledged) or by first-class mail, postage prepaid, to the holder thereof, at the address designated by such holder, a certificate or certificates representing the number of shares of Common Stock to which such holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing shares of Series A Preferred Stock, only part of which are to be converted, the Corpora-
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tion shall issue and deliver to such holder or such holder's designee in the manner provided in the immediately preceding sentence a new certificate or certificates representing the number of shares of Series A Preferred Stock that shall not have been converted.
(G) The issuance by the Corporation of shares of Common Stock upon a conversion of shares of Series A Preferred Stock into shares of Common Stock made at the option of the holder thereof shall be effective upon the surrender by such holder or such holder's designee of the certificate or certificates for the shares of Series A Preferred Stock to be converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto). The person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of the close of business on the effective date of the conversion. No allowance or adjustment shall be made in respect of dividends payable to holders of Common Stock of record as of any date prior to such effective date.
(H) (i) On and after _________ __, 1997, the Corporation shall have the right, at its option, to cause the conversion rights set forth in this
Section to expire, but only if for 20 Trading Days, within any period of 30 consecutive Trading Days, including the last Trading Day of such period, the Current Market Price (as defined below) of the Common Stock of the Corporation on each of such 20 Trading Days exceeds 120% of the Conversion Price in effect on such Trading Day;
(ii) In order to exercise its option to cause the conversion rights of holders of shares of Series A Preferred Stock to expire, the Corporation must issue a press release announcing the Conversion Expiration Date (the "Press Release") prior to the opening of business on the second Trading Day after any period in which the condition in the preceding paragraph has been met. The Press Release shall state that the Corporation has elected to exercise its right to extinguish the conversion rights of holders of shares of Series A Preferred Stock, specify the Conversion Expiration Date and provide the Conversion Price of the Series A Preferred Stock and the Current Market Price of the Best Buy Common Stock, in each case as of the close of business on the Trading Day next preceding the date of the Press Release. If the Corporation exercises the option described in this paragraph, the "CONVERSION EXPIRATION DATE" shall be a date selected by the Corporation which shall be not less
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than 30 or more than 60 days after the date on which the Corporation issues the Press Release; and
(iii) In addition to the Press Release, notice of the expiration of conversion rights (a "Notice of Conversion Expiration") must be given by the Corporation by first-class mail to each record holder of shares of Series A Preferred Stock not more than four (4) Business Days after the Corporation issues the Press Release. Each such mailed Notice of Conversion Expiration shall state, as appropriate: (1) the Conversion Expiration Date; (2) the Conversion Price of the Series A Preferred Stock and the Current Market Price of the Common Stock, in each case as of the close of business on the Trading Day next preceding the date of the Notice of Conversion Expiration; (3) the place or places at which shares of Series A Preferred Stock are to be surrendered prior to the Conversion Expiration Date for certificates representing shares of Common Stock; and/or (4) such other information or instructions as the Corporation deems necessary or advisable to enable a holder of shares of Series A Preferred Stock to exercise its conversion right hereunder. For purposes of the calculation of the Conversion Expiration Date and the dates on which notices are given pursuant to this paragraph (H), a Notice of Conversion Expiration shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to each holder of Series A Preferred Stock at the address of the holder appearing in the books and records of the Corporation (whether or not the holder receives the Notice). No defect in the Notice of Conversion Expiration or in the mailing thereof with respect to any shares of Series A Preferred Stock shall affect the validity of such notice with respect to any other share of Series A Preferred Stock. As of the close of business on the Conversion Expiration Date, the Series A Preferred Stock shall be deemed to be non-convertible securities. As used in this Section, "Current Market Price" of publicly traded shares of Common Stock for any day means the last reported sales price, regular way on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the New York Stock Exchange Consolidated Transaction Tape.
(I) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of shares of Series A Preferred Stock as herein provided, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Series A Preferred Stock
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then outstanding. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock shall be duly authorized, valid, issued, fully paid and non-assessable, free and clear of all liens, claims, interests and other encumbrances. The Corporation shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Series A Preferred Stock that are at the time applicable), in order to enable the Corporation lawfully to issue and deliver to each holder of record of Series A Preferred Stock such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all shares of Series A Preferred Stock then outstanding and convertible into shares of Common Stock.
SECTION 7. ADJUSTMENT OF CONVERSION PRICE.
(A) ADJUSTMENT OF CONVERSION PRICE. The conversion price at which a share of Series A Preferred Stock is convertible into Common Stock shall be subject to adjustment from time to time as follows:
(i) In case the Corporation shall pay or make a dividend or other distribution on any class or series of Capital Stock of the Corporation exclusively in Common Stock, the conversion price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such conversion price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution or exchange, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this subparagraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation. The Corporation shall not pay any dividend or make any distribution on shares of any class or series of Capital Stock of the Corporation exclusively in Common Stock held in the treasury of the Corporation.
(ii) In case the Corporation shall pay or make a dividend or other distribution on its Common Stock consist-
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ing exclusively of, or shall otherwise issue to all holders of its Common Stock, rights or warrants entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in subparagraph (vii) of this Section 7(a)) of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the conversion price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such conversion price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this subparagraph (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation. The Corporation shall not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Corporation. In case any rights or warrants referred to in this subparagraph (ii) in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by the Corporation, the conversion price shall be readjusted at the time of such expiration to the conversion price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights or warrants.
(iii) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the conversion price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the conversion price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of
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business on the day following the day upon which such subdivision or combination becomes effective.
(iv) Subject to the last sentence of this subparagraph (iv), in case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class or series of capital stock, cash or assets (including securities, but excluding any rights or warrants referred to in subparagraph (ii) of this Section 7(A), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in subparagraph (i) of this Section 7(A)), the conversion price shall be reduced so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the effectiveness of the conversion price reduction contemplated by this subparagraph (iv) by a fraction of which the numerator shall be the current market price per share (determined as provided in subparagraph (vii) of this Section 7(A)) of the Common Stock on the date fixed for the payment of such distribution (the "Reference Date") less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors), on the Reference Date, of the portion of the evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such reduction to become effective immediately prior to the opening of business on the day following the Reference Date. If the Board of Directors determines the fair market value of any distribution for purposes of this subparagraph (iv) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share of Common Stock pursuant to subparagraph (vii) of this Section 7(A). For purposes of this subparagraph
(iv), any dividend or distribution that includes shares of Common Stock or rights or warrants to subscribe for or purchase shares of Common Stock shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, shares of capital stock, cash or assets other than such shares of Common Stock or such rights or warrants (making any conversion price reduction required by this subparagraph (iv)) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (making any further conversion price reduction required by subparagraph (i) or (ii) of this Section 7(A)), except (A) the Reference Date of such dividend or distribution as defined in this subparagraph (iv) shall be
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substituted as "the date fixed for the determination of stockholders entitled to receive such dividend or other distribution," "the date fixed for the determination of stockholders entitled to receive such rights or warrants" and "the date fixed for such determination" within the meaning of subparagraphs (i) and (ii) of this Section 7(A) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed "outstanding at the close of business on the date fixed for such determination" within the meaning of subparagraph (i) of this Section 7(A).
(v) In case the Corporation shall pay or make a dividend or other distribution on its Common Stock exclusively in cash (excluding, in the case of any regular cash dividend on the Common Stock, the portion thereof that does not exceed the per share amount of the next preceding regular cash dividend on the Common Stock (as adjusted to appropriately reflect any of the events referred to in subparagraphs (i), (ii), (iii), (iv), (v) and (vi) of this Section 7(A)), or all of such regular cash dividend if the annualized amount thereof per share of Common Stock does not exceed 15% of the current market price per share (determined as provided in subparagraph (vii) of this Section 7(A)) of the Common Stock on the Trading Day (as defined in Section 7(E)) next preceding the date of declaration of such dividend), the conversion price shall be reduced so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the effectiveness of the conversion price reduction contemplated by this subparagraph (v) by a fraction of which the numerator shall be the current market price per share (determined as provided in subparagraph (vii) of this Section 7(A)) of the Common Stock on the date fixed for the payment of such distribution less the amount of cash so distributed and not excluded as provided above applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for the payment of such distribution.
(vi) In case a tender or exchange offer made by the Corporation or any subsidiary of the Corporation for all or any portion of the Corporation's Common Stock shall expire and such tender or exchange offer shall involve the payment by the Corporation or such subsidiary of consideration per share of Common Stock having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) at the last time (the "Expiration Time") tenders or exchanges may be made pursuant
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to such tender or exchange offer (as it shall have been amended) that exceeds 10% of the current market price per share (determined as provided in subparagraph (vii) of this Section 7(A)) of the Common Stock on the Trading Day (as defined in Section 7(E)) next succeeding the Expiration Time, the conversion price shall be reduced so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the effectiveness of the conversion price reduction contemplated by this subparagraph (vi) by a fraction of which the numerator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the current market price per share (determined as provided in subparagraph (vii) of this Section 7(A)) of the Common Stock on the Trading Day next succeeding the Expiration Time and the denominator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the current market price per share (determined as provided in subparagraph (vii) of this Section 7(A)) of the Common Stock on the Trading Day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. Notwithstanding anything contained in this Section 7(A)(vi) to the contrary, no adjustment shall be made to the conversion price in the case of a tender offer that complies with Rule 13e-4(h)(v) under the Exchange Act, or any successor rule thereto.
(vii) For the purpose of any computation under subparagraphs (ii), (iv),
(v) and (vi) of this Section 7(A), the current market price per share of Common Stock on any date in question shall be deemed to be the average of the daily Closing Prices (as defined in Section 7(E)) for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the day in question and, if applicable, the day before the "ex" date with respect to the issuance or distribution requiring such computation; PROVIDED, HOWEVER, that if another event occurs that would require an adjustment pursuant to subparagraph (i) through (vi), inclusive, the Board of Directors may make such adjustments to the Closing Prices during such five Trading Day period as it deems appropriate to effectuate the
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intent of the adjustments in this Section 7(A), in which case any such determination by the Board of Directors shall be set forth in a Board Resolution and shall be conclusive. For purposes of this paragraph, the term "ex" date,
(1) when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution, and (2) when used with respect to any tender or exchange offer means the first date on which the Common Stock trades regular way on such exchange or in such market after the Expiration Time of such offer.
(viii) The Corporation may make such reductions in the conversion price, in addition to those required by subparagraphs (i), (ii), (iii), (iv), (v) and
(vi) of this Section 7(A), as it considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. The Corporation from time to time may reduce the conversion price by any amount for any period of time if the period is at least twenty days, the reduction is irrevocable during the period, and the Board of Directors of the Corporation shall have made a determination that such reduction would be in the best interest of the Corporation, which determination shall be conclusive. Whenever the conversion price is reduced pursuant to the preceding sentence, the Corporation shall mail to holders of record of the Series __ Preferred Stock a notice of the reduction at least fifteen days prior to the date the reduced conversion price takes effect, and such notice shall state the reduced conversion price and the period it will be in effect.
(ix) No adjustment in the conversion price shall be required unless such adjustment would require an increase or decrease of at least 1% in the conversion price; PROVIDED, HOWEVER, that any adjustments which by reason of this subparagraph (ix) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
(x) Whenever the conversion price is adjusted as herein provided:
(1) the Corporation shall compute the adjusted conversion price and shall prepare a certificate signed by the Treasurer of the Corporation setting forth the adjusted conversion price and showing in reasonable
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detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the transfer agent for the Series A Preferred Stock; and
(2) a notice stating the conversion price has been adjusted and setting forth the adjusted conversion price shall as soon as practicable be mailed by the Corporation to all record holders of shares of Series A Preferred Stock at their last addresses as they shall appear upon the stock transfer books of the Corporation.
(B) RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE OF ASSETS. In the event that the Corporation shall be a party to any transaction (including without limitation any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), any consolidation of the Corporation with, or merger of the Corporation into, any other person, any merger of another person into the Corporation (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Corporation), any sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property), then lawful provision shall be made as part of the terms of such transaction whereby the holder of each share of Series A Preferred Stock then outstanding shall have the right thereafter, to convert such share only into (i) in the case of any such transaction other than a Common Stock Fundamental Change (as defined in Section 7(E)), the kind and amount of securities, cash and other property receivable upon such transaction by a holder of the number of shares of Common Stock of the Corporation into which such share of Series A Preferred Stock could have been converted immediately prior to such transaction, after giving effect, in the case of any Non-Stock Fundamental Change, to any adjustment in the conversion price required by the provisions of
Section 7(D), and (ii) in the case of a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions of
Section 7(D). The Corporation or the person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Corporation's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such
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certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. The above provisions shall similarly apply to successive transactions of the foregoing type.
(c) PRIOR NOTICE OF CERTAIN EVENTS. In case:
(i) the Corporation shall (1) declare any dividend (or any other distribution) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) a dividend payable in cash out of its retained earnings that would not require an adjustment pursuant to 7(A)(iv) or (v) or (2) authorize a tender or exchange offer that would require an adjustment pursuant to 7(A)(vi); or
(ii) the Corporation shall authorize the granting to all holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants; or
(iii) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or
(iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation;
then the Corporation shall cause to be filed with the transfer agent for the Series A Preferred Stock, and shall cause to be mailed to the holders of record of the Series A Preferred Stock, at their last addresses as they shall appear upon the stock transfer books of the Corporation, at least fifteen days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution, redemption, repurchase, rights or warrants or, if a record is not to be taken, the date as of which the holders of Common Stock of
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record to be entitled to such dividend, distribution, redemption, repurchase, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice).
(D) ADJUSTMENTS IN CASE OF FUNDAMENTAL CHANGES. Notwithstanding any other provision in this Section 7 to the contrary, if any Fundamental Change (as defined in Section 7(E)) occurs, then the conversion price in effect will be adjusted immediately after such Fundamental Change as described below. In addition, in the event of a Common Stock Fundamental Change (as defined in
Section 7(E)), each share of Series A Preferred Stock shall be convertible solely into common stock of the kind and amount received by holders of Common Stock as the result of such Common Stock Fundamental Change as more specifically provided in the following clauses (D)(i) and (D)(ii).
For purposes of calculating any adjustment to be made pursuant to this Section 7(D) in the event of a Fundamental Change, immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change (as defined in Section
7(E)), the conversion price of the Series A Preferred Stock shall thereupon become the lower of (A) the conversion price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Section 7, and (B) the result obtained by multiplying the greater of the Applicable Price (as defined in Section 7(E)) or the then applicable Reference Market Price (as defined in Section 7(E)) by a fraction of which the numerator shall be $_____ and the denominator shall be an amount per share of Series A Preferred Stock determined by the Corporation in its sole discretion, after consultation with a nationally recognized investment banking firm, to be the equivalent of the hypothetical redemption price that would have been applicable if the Series A Preferred Stock had been redeemable during such period; and
-19-

(ii) in the case of a Common Stock Fundamental Change, the conversion price of the Series A Preferred Stock in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Section 7, shall thereupon be adjusted by multiplying such conversion price by a fraction of which the numerator shall be the Purchaser Stock Price (as defined in Section 7(E)) and the denominator shall be the Applicable Price; PROVIDED, HOWEVER, that in the event of a Common Stock Fundamental Change in which (A) 100% by value of the consideration received by a holder of Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of the Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the conversion price of the Series A Preferred Stock in effect immediately prior to such Common Stock Fundamental Change shall thereupon be adjusted by multiplying such conversion price by a fraction of which the numerator shall be one (1) and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Common Stock as a result of such Common Stock Fundamental Change.
(e) DEFINITIONS. The following definitions shall apply to terms used in this Section 7:
(1) "Applicable Price" shall mean (i) in the event of a Non-Stock Fundamental Change in which the holders of the Common Stock receive only cash, the amount of cash received by a stockholder for one share of Common Stock and
(ii) in the event of any other Non-Stock Fundamental Change or any Common Stock Fundamental Change, the average of the daily Closing Prices of the Common Stock for the ten consecutive Trading Days prior to and including the record date for the determination of the holders of Common Stock entitled to receive securities, cash or other property in connection with such Non-Stock Fundamental Change or Common Stock Fundamental Change, or, if there is no such record date, the date upon which the holders of the Common Stock shall have the right to receive such securities, cash or other property, in each case, as adjusted in good faith by the Board of Directors of the Corporation to appropriately reflect any of the events referred to in subparagraphs (i), (ii), (iii), (iv), (v) and (vi) of
Section 7(A).
-20-

(2) "Closing Price" of any common stock on any day shall mean the last reported sale price regular way on such day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way of such common stock, in each case on the principal national securities exchange on which such common stock is listed, if the common stock is listed on a national securities exchange, or the NASDAQ National Market System of the National Association of Securities Dealers, Inc., or, if the common stock is not quoted or admitted to trading on such quotation system, on the principal national securities exchange or quotation system on which the common stock is listed or admitted to trading or quoted, or, if not listed or admitted to trading or quoted on any national securities exchange or quotation system, the average of the closing bid and asked prices of the common stock in the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similarly generally accepted reporting service, or, if not so available in such manner, as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors of the Corporation for that purpose or, if not so available in such manner, as otherwise determined in good faith by the Board of Directors.
(3) "Common Stock Fundamental Change" shall mean any Fundamental Change in which more than 50% by value (as determined in good faith by the Board of Directors of the Corporation) of the consideration received by holders of Common Stock consists of common stock that for each of the ten consecutive Trading Days referred to with respect to such Fundamental Change in Section 7(E)(1) above has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on the NASDAQ National Market System of the National Association of Securities Dealers, Inc.; PROVIDED, HOWEVER, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Corporation continues to exist after the occurrence of such Fundamental Change and the outstanding shares of Series A Preferred Stock continue to exist as outstanding shares of Series A Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding shares of Series A Preferred Stock are converted into or exchanged for shares of convertible preferred stock of a corporation succeeding to the business of the Corporation, which convertible preferred stock has powers, preferences and relative, participating, optional or other rights, and qualifications, limitations and restrictions, substantially similar to those of the Series A Preferred Stock.
-21-

(4) "Fundamental Change" shall mean the occurrence of any transaction or event in connection with a plan pursuant to which all or substantially all of the Common Stock shall be exchanged for, converted into, acquired for or constitute solely the right to receive securities, cash or other property (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise); PROVIDED, HOWEVER, in the case of a plan involving more than one such transaction or event, for purposes of adjustment of the conversion price, such Fundamental Change shall be deemed to have occurred when substantially all of the Common Stock of the Corporation shall be exchanged for, converted into, or acquired for or constitute solely the right to receive securities, cash or other property, but the adjustment shall be based upon the highest weighted average of consideration per share which a holder of Common Stock could have received in such transactions or events as a result of which more than 50% of the Common Stock of the Corporation shall have been exchanged for, converted into, or acquired for or constitute solely the right to receive securities, cash or other property.
(5) "Non-Stock Fundamental Change" shall mean any Fundamental Change other than a Common Stock Fundamental Change.
(6) "Purchaser Stock Price" shall mean, with respect to any Common Stock Fundamental Change, the average of the daily Closing Prices of the common stock received in such Common Stock Fundamental Change for the ten consecutive Trading Days prior to and including the record date for the determination of the holders of Common Stock entitled to receive such common stock, or, if there is no such record date, the date upon which the holders of the Common Stock shall have the right to receive such common stock, in each case, as adjusted in good faith by the Board of Directors of the Corporation to appropriately reflect any of the events referred to in subparagraphs (i), (ii), (iii), (iv), (v) and (vi) of
Section 7(a);
(7) "Reference Market Price" shall initially mean $_____ and in the event of any adjustment to the conversion price other than as a result of a Non-Stock Fundamental Change, the Reference Market Price shall also be adjusted so that the ratio of the Reference Market Price to the conversion price after giving effect to any such adjustment shall always be the same as the ratio of $_____ to the initial conversion price per share.
-22-

(8) "Trading Day" shall mean a day on which securities are traded on the national securities exchange or quotation system or in the over-the-counter market used to determine the Closing Price.
(f) DIVIDEND OR INTEREST REINVESTMENT PLANS. Notwithstanding the foregoing provisions, the issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in shares of Common Stock under any such plan, and the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any employee benefit plan or program of the Corporation or pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Series A Preferred Stock was first designated, shall not be deemed to constitute an issuance of Common Stock or exercisable, exchangeable or convertible securities by the Corporation to which any of the adjustment provisions described above applies. There shall also be no adjustment of the conversion price in case of the issuance of any stock (or securities convertible into or exchangeable for stock) of the Corporation except as specifically described in this Section 7. If any action would require adjustment of the conversion price pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment which has the highest absolute value to holders of Series A Preferred Stock.
(g) DIVIDEND OR INTEREST REINVESTMENT PLANS. Notwithstanding the foregoing provisions, the issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in shares of Common Stock under any such plan, and the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any employee benefit plan or program of the Corporation or pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Series A Preferred Stock is first issued, shall not be deemed to constitute an issuance of Common Stock or exercisable, exchangeable or convertible securities by the Corporation to which any of the adjustment provisions described above applies. There shall also be no adjustment of the conversion price in case of the issuance of any stock (or securities convertible into or exchangeable for stock) of the Corporation except as specifically described in this Section 7. If any action would require adjustment of the
-23-

conversion price pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to holders of Series A Preferred Stock.
(h) CERTAIN ADDITIONAL RIGHTS. In case the Corporation shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 7(A)(iv) or 7(A)(v) (including, without limitation, dividends or distributions referred to in the last sentence of Section
7(A)(iv)), the holder of each share of Series A Preferred Stock, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution, shall also be entitled to receive for each share of Common Stock into which such share of Series A Preferred Stock is converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Corporation
(whose election shall be evidenced by a resolution of the Board of Directors) with respect to all holders so converting, the Corporation may, in lieu of distributing to such holder any portion of such distribution not consisting of cash or securities of the Corporation, pay such holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors). If any conversion of a share of Series A Preferred Stock described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the holder of the share of Series A Preferred Stock so converted is entitled to receive in accordance with the immediately preceding sentence, the Corporation may elect (such election to be evidenced by a resolution of the Board of Directors) to distribute to such holder a due bill for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such holder is so entitled, provided that such due bill (i) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.
-24-

SECTION 8. RANKING; ATTRIBUTABLE CAPITAL AND ADEQUACY OF SURPLUS; RETIREMENT OF SHARES.
(A) The Series A Preferred Stock shall rank senior to all shares of Junior Stock as to the payment of dividends and amounts upon the liquidation, dissolution or winding-up of the Corporation. The ranking of any subsequent series of Preferred Stock, par value $__ per share, issued by the Corporation as compared to the Series A Preferred Stock as to the payment of dividends and amounts upon the liquidation, dissolution or winding-up of the Corporation shall be as specified in the Certificate of Incorporation, as amended, of the Corporation, the Certificate of Designations pertaining thereto and, if appropriate, shall also be subject to the provisions of paragraph (C) of Section 1 and paragraph (B) of Section 3 hereof.
(B) The capital of the Corporation allocable to the Series A Preferred Stock for purposes of the Minnesota Business Corporation Act (the "BCA") shall be $___ per share.
(C) Any shares of Series A Preferred Stock acquired by the Corporation by reason of the conversion or redemption of such shares, or otherwise so acquired, shall be retired as shares of Series A Preferred Stock and restored to the status of authorized but unissued shares of Preferred Stock, par value $1.00 per share, of the Corporation, undesignated as to series, and may thereafter be reissued as part of a new series of Preferred Stock as permitted by law.
SECTION 9. MISCELLANEOUS.
(A) All notices referred to herein shall be in writing, and all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three business days after the mailing thereof if sent by registered or certified mail (unless first-class mail shall be specifically permitted for such notice under the terms of this paragraph 9A) with postage prepaid addressed: (i) if to the Corporation, to its office at Eden Prairie, Minnesota 55344 (Attention: Secretary) or to the transfer agent for the Series A Preferred Stock, or other agent of the Corporation designated as permitted by this paragraph 9A, or (ii) if to any holder of the Series A Preferred Stock or Common Stock, as the case may be, to such holder at the address of such holder as listed in the stock record books of the Corporation (which may include the records of any transfer agent for the Series A Preferred Stock or Common
-25-

Stock, as the case may be) or (iii) to such other address as the Corporation or any such holder, as the case may be, shall have designated by notice similarly given.
(B) The term "Common Stock" as used herein means the Corporation's Common Stock, par value $0.10 per share, as the same exists at the date of filing of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation relating to the Series A Preferred Stock or any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. However, subject to the provisions of Section 7(B), shares of Common Stock issuable on conversion of share of Series A Preferred Stock shall include only shares of the class designated as Common Stock of the Corporation at the date of the filing of this instrument with the state of Minnesota or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation and which are not subject to redemption by the Corporation; PROVIDED that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of such classes resulting from all such reclassifications.
(C) The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series A Preferred Stock or shares of Common Stock or other securities issued on account of Series A Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involving the issuance or delivery of shares of Series A Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series A Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any person with respect to any such shares or securities other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such
-26-

tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.
(D) In the event that a holder of shares of Series A Preferred Stock shall not by written notice designate the name in which shares of Common Stock to be issued upon conversion of such shares should be registered or to whom payment upon redemption of shares of Series A Preferred Stock should be made or the address to which the certificate or certificates representing such shares, or such payment, should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name of the holder of such Series A Preferred Stock as shown on the records of the Corporation and to send the certificate or certificates representing such shares, or such payment, to the address of such holder shown on the records of the Corporation.
(E) The Corporation may appoint, and from time to time discharge and change, a transfer agent for the Series __ Preferred Stock. Upon any such appointment or discharge of a transfer agent, the Corporation shall send notice thereof by first-class mail, postage prepaid, to each holder of record of Series A Preferred Stock.
FOURTH: This amendment to the Amended and Restated Certificate of Incorporation was authorized by resolutions duly adopted by the Board of Directors of the Corporation at a meeting thereof duly called and held on __________________, 1994, and by the Executive Committee of the Board of Directors of the Corporation, acting pursuant to delegated authority, at a meeting thereof duly called and held on __________________, 1994 at which, in each case, a quorum was present and acting throughout.
IN WITNESS WHEREOF, we have signed this Certificate this ___ day of __________________________, 1994.

[NAME]
[Title]
[SEAL]

[NAME]
[Title]

-27-

STATE OF ________ )
) ss.:
COUNTY OF _______ )
_________________ and __________________, being severally duly sworn, say, and each for himself says, that the said __________________ is the ______________ and the said __________________ is the ____________ of Best Buy Co., Inc., which is a corporation organized under the laws of the State of Minnesota and is the corporation described in the foregoing Certificate; that they have read the said Certificate and know the contents thereof and that the same is true to their own knowledge.

[NAME]
[Title]

[NAME]
[Title]
Subscribed and sworn to before
me this ___ day of _____________, 1994

Notary Public [NOTARIAL SEAL]

EXHIBIT 4.3
DRAFT OF SEPTEMBER 28, 1994
Best Buy Co., Inc.,
Best Buy Capital, L.P.
TO
.......................................

Trustee

Indenture
Dated as of ___________ __, 1994

$............
____% Convertible Subordinated Debentures
Due _____________ __, 2024

.....................................
Certain Sections of this Indenture relating to Sections 310 through 318 of the Trust Indenture Act of 1939:

Trust Indenture                                            Indenture
  Act Section                                               Section
- ---------------                                            ---------

Section 310(a)(1) ....................................      609
           (a)(2) ....................................      609
           (a)(3) ....................................      Not
                                                            Applicable
           (a)(4) ....................................      Not
                                                            Applicable
           (b)    ....................................      608
                                                            610
Section 311(a)    ....................................      613
           (b)    ....................................      613
Section 312(a)    ....................................      701
                                                            702(a)
           (b)    ....................................      702(b)
           (c)    ....................................      702(c)
Section 313(a)    ....................................      703(a)
           (a)(4) ....................................      101
                                                            1004
           (b)    ....................................      703(a)
           (c)    ....................................      703(a)
           (d)    ....................................      703(b)
Section 314(a)    ....................................      704
           (b)    ....................................      Not
                                                            Applicable
           (c)(1) ....................................      102
           (c)(2) ....................................      102
           (c)(3) ....................................      Not
                                                            Applicable
           (d)    ....................................      Not
                                                            Applicable
           (e)    ....................................      102
Section 315(a)    ....................................      601
           (b)    ....................................      602
           (c)    ....................................      601
           (d)    ....................................      601
           (e)    ....................................      514	

Trust Indenture                                            Indenture
  Act Section                                               Section
- ---------------                                            ---------

Section 316(a)       .................................      101
           (a)(1)(A) .................................      502
                                                            512
           (a)(1)(B) .................................      513
           (a)(2)    .................................      Not
                                                            Applicable
           (b)       .................................      508
           (c)       .................................      104(c)
Section 317(a)(1)    .................................      503
           (a)(2)    .................................      504
           (b)       .................................      1003
Section 318(a)       .................................      107	

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
-ii-

                            TABLE OF CONTENTS

                                                                    PAGE

Parties...........................................................    1
Recitals of the Company and Best Buy Capital......................    1

                               ARTICLE ONE

                  Definitions and Other Provisions of
                           General Application

SECTION 101.      Definitions:

                  Act.............................................    3
                  Additional Interest.............................    3
                  Affiliate; control..............................    3
                  Applicable Price................................    3
                  Bank Agreement..................................    3
                  Best Buy Capital................................    4
                  Board of Directors..............................    4
                  Board Resolution................................    4
                  Business Day....................................    4
                  Capital Lease Obligation........................    4
                  Closing Price...................................    4
                  Commission......................................    4
                  Common Stock....................................    4
                  Common Stock Fundamental Change.................    5
                  Company.........................................    5
                  Company Request; Company Order..................    5
                  Conversion Agent................................    5
                  Conversion Date.................................    5
                  Corporate Trust Office..........................    5
                  corporation.....................................    5
                  Defaulted Interest..............................    5
                  Designated Senior Holder........................    6
                  Event of Default................................    6
                  exchange date...................................    6
                  Expiration Date.................................    6
                  Fundamental Change..............................    6
                  General Partner Contribution....................    6
                  Guarantee; primary obligor......................    6
                  Holder..........................................    7
                  Incur...........................................    7
                  Indebtedness....................................    7

______________

Note:  This table of contents shall not, for any purpose, be deemed to be
       a part of the Indenture.

                                      -i-	

                                                                    PAGE

                  Indenture.......................................    7
                  Interest Payment Date...........................    7
                  Junior Subordinated Payment.....................    7
                  Limited Partnership Agreement...................    7
                  Maturity........................................    7
                  Non-Stock Fundamental Change....................    8
                  Notice of Conversion............................    8
                  Notice of Exchange..............................    8
                  Officers' Certificate...........................    8
                  Opinion of Counsel..............................    8
                  Outstanding.....................................    8
                  Parent Guarantee................................    9
                  Paying Agent....................................    9
                  Payment Blockage Period.........................    9
                  Person..........................................    9
                  Predecessor Security............................    9
                  Preferred Securities............................   10
                  Proceeding......................................   10
                  Purchased Shares................................   10
                  Purchaser Stock Price...........................   10
                  Redeemable Interest.............................   10
                  Redemption Date.................................   10
                  Redemption Price................................   10
                  Reference Date..................................   10
                  Reference Market Price..........................   10
                  Regular Record Date.............................   10
                  Responsible Officer.............................   10
                  Securities......................................   11
                  Securities Payment..............................   11
                  Security Register;
                    Security Registrar............................   11
                  Senior Indebtedness.............................   11
                  Senior Nonmonetary Default......................   12
                  Senior Payment Default..........................   13
                  Series A Preferred Stock........................   13
                  Special Record Date.............................   13
                  Stated Maturity.................................   13
                  Subsidiary......................................   13
                  Trading Day.....................................   13
                  Trustee.........................................   13
                  Trust Indenture Act.............................   13
                  Vice President..................................   13

______________

Note:  This table of contents shall not, for any purpose, be deemed to be
       a part of the Indenture.	

-ii-

                                                                    PAGE

SECTION 102.      Compliance Certificates and
                    Opinions......................................   14

SECTION 103.      Form of Documents
                    Delivered to Trustee..........................   14

SECTION 104.      Acts of Holders; Record Dates...................   15

SECTION 105.      Notices, Etc., to Trustee, Company
                    and Best Buy Capital..........................   16

SECTION 106.      Notice to Holders; Waiver.......................   17

SECTION 107.      Conflict with Trust Indenture Act...............   17

SECTION 108.      Effect of Headings and
                    Table of Contents.............................   18

SECTION 109.      Successors and Assigns..........................   18

SECTION 110.      Separability Clause.............................   18

SECTION 111.      Benefits of Indenture...........................   18

SECTION 112.      Governing Law...................................   18

SECTION 113.      Legal Holidays..................................   18

                               ARTICLE TWO

                             Security Forms

SECTION 201.      Forms Generally.................................   19

SECTION 202.      Form of Face of Security........................   19

SECTION 203.      Form of Reverse of Security.....................   23

SECTION 204.      Form of Trustee's
                    Certificate of Authentication.................   26

______________

Note:  This table of contents shall not, for any purpose, be deemed to be
       a part of the Indenture.	

-iii-

                                                                    PAGE

                              ARTICLE THREE

                             The Securities

SECTION 301.      Title and Terms.................................   26

SECTION 302.      Denominations...................................   28

SECTION 303.      Execution, Authentication,
                    Delivery and Dating...........................   28

SECTION 304.      Temporary Securities............................   29

SECTION 305.      Registration, Registration of
                    Transfer and Exchange.........................   29

SECTION 306.      Mutilated, Destroyed,
                    Lost and Stolen Securities....................   30

SECTION 307.      Payment of Interest;
                    Interest Rights Preserved.....................   31

SECTION 308.      Persons Deemed Owners...........................   33

SECTION 309.      Cancellation....................................   34

SECTION 310.      Computation of Interest.........................   34

                              ARTICLE FOUR

                       Satisfaction and Discharge

SECTION 401.      Satisfaction and
                    Discharge of Indenture........................   34

SECTION 402.      Application of Trust Money......................   36

                              ARTICLE FIVE

                                Remedies

SECTION 501.      Events of Default...............................   36

______________

Note:  This table of contents shall not, for any purpose, be deemed to be
       a part of the Indenture.

                                     -iv-	

                                                                    PAGE

SECTION 502.      Acceleration of Maturity;
                    Rescission and Annulment......................   39

SECTION 503.      Collection of Indebtedness and
                    Suits for Enforcement by
                    Trustee.......................................   40

SECTION 504.      Trustee May File Proofs of Claim................   41

SECTION 505.      Trustee May Enforce Claims
                    Without Possession of
                    Securities....................................   41

SECTION 506.      Application of Money Collected..................   42

SECTION 507.      Limitation on Suits.............................   42

SECTION 508.      Unconditional Right of Holders to
                    Receive Principal and
                    Interest to Convert...........................   43

SECTION 509.      Restoration of Rights and Remedies..............   43

SECTION 510.      Rights and Remedies Cumulative..................   44

SECTION 511.      Delay or Omission Not Waiver....................   44

SECTION 512.      Control by Holders..............................   44

SECTION 513.      Waiver of Past Defaults.........................   45

SECTION 514.      Undertaking for Costs...........................   45

SECTION 515.      Waiver of Stay or Extension Laws................   45

                               ARTICLE SIX

                               The Trustee

SECTION 601.      Certain Duties and
                    Responsibilities..............................   46

SECTION 602.      Notice of Defaults..............................   46

______________

Note:  This table of contents shall not, for any purpose, be deemed to be
       a part of the Indenture.

                                      -v-	

                                                                    PAGE

SECTION 603.      Certain Rights of Trustee.......................   47

SECTION 604.      Not Responsible for Recitals
                    or Issuance of Securities.....................   48

SECTION 605.      May Hold Securities.............................   48

SECTION 606.      Money Held in Trust.............................   49

SECTION 607.      Compensation and Reimbursement . ...............   49

SECTION 608.      Disqualification; Conflicting
                    Interests......................................  49

SECTION 609.      Corporate Trustee Required;
                    Eligibility...................................   50

SECTION 610.      Resignation and Removal;
                    Appointment of Successor......................   50

SECTION 611.      Acceptance of Appointment by
                    Successor.....................................   52

SECTION 612.      Merger, Conversion, Consolidation
                    or Succession to Business.....................   52

SECTION 613.      Preferential Collection of
                    Claims Against Company........................   53

                              ARTICLE SEVEN

            Holders' Lists and Reports by Trustee and Company

SECTION 701.      Company to Furnish Trustee Names
                    and Addresses of Holders......................   53

SECTION 702.      Preservation of Information;
                    Communications to Holders.....................   53

SECTION 703.      Reports by Trustee..............................   54

SECTION 704.      Reports by Company..............................   54

______________

Note:  This table of contents shall not, for any purpose, be deemed to be
       a part of the Indenture.	

-vi-

                                                                    PAGE

                              ARTICLE EIGHT

          Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.      Company May Consolidate, Etc.,
                    Only on Certain Terms.........................   55

SECTION 802.      Successor Substituted...........................   56

                              ARTICLE NINE

                         Supplemental Indentures

SECTION 901.      Supplemental Indentures Without
                    Consent of Holders............................   56

SECTION 902.      Supplemental Indentures with
                    Consent of Holders............................   57

SECTION 903.      Execution of Supplemental Indentures............   59

SECTION 904.      Effect of Supplemental Indentures...............   59

SECTION 905.      Conformity with Trust Indenture Act.............   59

SECTION 906.      Reference in Securities to
                    Supplemental Indentures.......................   59

                               ARTICLE TEN

                Covenants; Representations and Warranties

SECTION 1001.     Payment of Principal
                    and Interest..................................   60

SECTION 1002.     Maintenance of Office or Agency.................   60

SECTION 1003.     Money for Security Payments to
                    Be Held in Trust..............................   60

SECTION 1004.     Statement by Officers as to
                    Default.......................................   62

______________

Note:  This table of contents shall not, for any purpose, be deemed to be
       a part of the Indenture.	

-vii-

                                                                    PAGE

SECTION 1005.     Existence.......................................   62

SECTION 1006.     Maintenance of Properties.......................   62

SECTION 1007.     Payment of Taxes and Other Claims...............   63

SECTION 1008.     Additional Covenants............................   63

SECTION 1009.     Representations and Warranties..................   64

                             ARTICLE ELEVEN

                       Subordination of Securities

SECTION 1101.     Securities Subordinate to Senior
                    Indebtedness..................................   65

SECTION 1102.     Payment Over of Proceeds Upon
                    Dissolution, Etc. ............................   66

SECTION 1103.     No Payment When Senior
                    Indebtedness in Default.......................   69

SECTION 1104.     Payment Permitted If No Default.................   69

SECTION 1105.     Subrogation to Rights of Holders
                    of Senior Indebtedness........................   69

SECTION 1106.     Provisions Solely to Define
                    Relative Rights...............................   70

SECTION 1107.     Trustee to Effectuate Subordination.............   71

SECTION 1108.     No Waiver of Subordination
                    Provisions....................................   71

SECTION 1109.     Notice to Trustee...............................   72

SECTION 1110.     Reliance on Judicial Order or
                    Certificate of Liquidating Agent..............   73

SECTION 1111.     Trustee Not Fiduciary for Holders
                    of Senior Indebtedness........................   74

______________

Note:  This table of contents shall not, for any purpose, be deemed to be
       a part of the Indenture.	

-viii-

                                                                    PAGE

SECTION 1112.     Rights of Trustee as Holder of
                    Senior Indebtedness;
                    Preservation of Trustee's
                    Rights........................................   74

SECTION 1113.     Article Applicable to Paying
                    Agents........................................   74

                             ARTICLE TWELVE

                        Conversion of Securities

SECTION 1201. Conversion Rights...................................   75

SECTION 1202. Conversion Price Adjustments........................   77

                            ARTICLE THIRTEEN

                        Redemption of Securities

SECTION 1301. Conditional Right of Redemption.....................   90

SECTION 1302. Applicability of Article............................   90

SECTION 1303. Election to Redeem; Notice
                to Trustee........................................   90

SECTION 1304. Notice of Redemption................................   90

SECTION 1305. Deposit of Redemption Price.........................   91

SECTION 1306. Securities Payable on
                Redemption Date...................................   91

                            ARTICLE FOURTEEN

                                Exchange

SECTION 1401. Optional Exchange for Depositary
                    Shares Representing Series A
                    Preferred Stock...............................   92

______________

Note:  This table of contents shall not, for any purpose, be deemed to be
       a part of the Indenture.

                                     -ix-	

                                                                    PAGE

TESTIMONIUM.......................................................   95

SIGNATURES AND SEALS..............................................   95

ACKNOWLEDGEMENTS..................................................   96

ANNEX A:        Form of Amended and Restated Agreement of Limited Partnership
                  of Best Buy Capital, L.P., dated as of _________ __, 1994.	

Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.
-x-

INDENTURE, dated as of September __, 1994, among Best Buy Co., Inc., a corporation duly organized and existing under the laws of the State of Minnesota (herein called the "COMPANY"), having its principal office at 7075 Flying Cloud Drive, Eden Prairie, Minnesota 55344, Best Buy Capital, L.P., a limited partnership organized under the laws of the State of Delaware (herein called "Best Buy Capital"), having its principal office at c/o Best Buy Co. Inc., 7075 Flying Cloud Drive, Eden Prairie, Minnesota and __________ ________________________, a _____________________ duly organized and existing under the laws of ___________ __________________________, as Trustee (herein called the "TRUSTEE"). Unless otherwise defined herein, all capitalized items used herein shall have the meanings ascribed to them in the Amended and Restated Agreement of Limited Partnership of Best Buy Capital, dated as of __________, 1994 (the "LIMITED PARTNERSHIP AGREEMENT"), as in effect on the date hereof, the form of which is attached as Annex A hereto.
RECITALS OF THE COMPANY AND BEST BUY CAPITAL
WHEREAS, Best Buy Capital may pursuant to the Underwriting Agreement dated _________ __, 1994 among the Company, Best Buy Capital and the Underwriters named therein issue up to $__________ aggregate liquidation preference of its ___% Convertible Monthly Income Preferred Securities (the "PREFERRED SECURITIES") with a liquidation preference of $50 per Preferred Security;
WHEREAS, the Company is guaranteeing the payment of Dividends on the Preferred Securities, and payment of the Redemption Price and payments on liquidation with respect to the securities, to the extent provided in the Guarantee Agreement dated ___________, 1994, between the Company and Best Buy Capital (the "PARENT GUARANTEE") for the benefit of the holders of the Preferred Securities;
WHEREAS, the Company wishes to sell to Best Buy Capital, and Best Buy Capital wishes to purchase from the Company, Securities in an aggregate principal amount equal to the sum of capital contributed by the Company to Best Buy Capital as the general partner thereof (the "GENERAL PARTNER CONTRIBUTION") and the aggregate stated liquidation preference of the Preferred Securities issued and sold by Best Buy Capital pursuant to the Underwriting Agreement, less $______, which is equal to 1% of such sum;
WHEREAS, so long as Best Buy Capital is a Holder of Securities and any Preferred Securities are outstanding,

the Limited Partnership Agreement provides that (i) the holders of Preferred Securities may, on or before the Conversion Expiration Date, cause the Conversion Agent to exchange such Preferred Securities for Securities held by Best Buy Capital and immediately convert such Securities into Common Stock and
(ii) under certain circumstances the holders of Preferred Securities may cause the Conversion Agent to exchange such Preferred Securities for Securities held by Best Buy Capital and immediately exchange such Securities for Depositary Shares, each representing a 1/100th interest in a share of Series A Preferred Stock;
WHEREAS, the Company has duly authorized the creation of an issue of its ___% Convertible Subordinated Debentures Due _________ 2024 (the "SECURITIES"), of substantially the tenor and amount hereinafter set forth and to provide therefor the Company has duly authorized the execution and delivery of this Indenture; and
WHEREAS, all things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:
ARTICLE ONE
Definitions and Other Provisions
of General Application
SECTION 101. DEFINITIONS.
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
-2-

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; and
(4) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
"ACT", when used with respect to any Holder, has the meaning specified in Section 104.
"ADDITIONAL INTEREST" means interest that shall accrue on any interest on the Securities that is not paid when due on or during an extension of an interest payment period, which shall accrue at the rate of ___% per annum compounded monthly.
"AFFILIATE" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "CONTROL" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.
"APPLICABLE PRICE" has the meaning specified in Section 1202.
"BANK AGREEMENT" means the Credit Agreement dated as of August __, 1994, between the Company and First Bank National Association, as such Agreement may hereafter be amended, restated, supplemented or otherwise modified from time to time, together with all other documents executed in connection therewith.
-3-

"BEST BUY CAPITAL" means the Person specified as such in the first paragraph of this instrument.
"BOARD OF DIRECTORS" means either the board of directors of the Company or any duly authorized committee of that board.
"BOARD RESOLUTION" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.
"BUSINESS DAY" means any day other than a day on which banking institutions in New York City are authorized or obligated by law or executive order to close.
"CAPITAL LEASE OBLIGATION" of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Indebtedness arrangements conveying the right to use) real or personal property of such Person which is required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person in accordance with generally accepted accounting principles. The stated maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.
"CLOSING PRICE" has the meaning specified in Section 1202.
"COMMISSION" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.
"COMMON STOCK" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Article 12, shares issuable on conversion of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this instrument or shares of any class or classes resulting from any reclassification or
-4-

reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; PROVIDED that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.
"COMMON STOCK FUNDAMENTAL CHANGE" has the meaning specified in
Section 1202.
"COMPANY" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person.
"COMPANY REQUEST" or "COMPANY ORDER" means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.
"CONVERSION AGENT" means the Person appointed under the Limited Partnership Agreement to act on behalf of the holders of Preferred Securities in effecting the conversion of Preferred Securities as and in the manner set forth in the Limited Partnership Agreement and Section 1201 hereof and in effecting the exchange of Preferred Securities for Depositary Shares representing Best Buy Preferred Stock as and in the manner set forth in the Limited Partnership Agreement and Section 1401 hereof.
"CONVERSION DATE" has the meaning specified in Section 1201.
"CORPORATE TRUST OFFICE" means the principal office of the Trustee in ______________ at which at any particular time its corporate trust business shall be administered.
"CORPORATION" means a corporation, association, company, joint-stock company or business trust.
"DEFAULTED INTEREST" has the meaning specified in Section 307.
-5-

"DESIGNATED SENIOR HOLDER" means (i) with respect to the Bank Agreement, the agent bank or such other Person designated as such thereunder and
(ii) with respect to any Senior Indebtedness, the Person designated as such in accordance with the terms of the instrument evidencing such Senior Indebtedness.
"EVENT OF DEFAULT" has the meaning specified in Section 501.
"EXCHANGE DATE" has the meaning specified in Section 1401.
"EXPIRATION DATE" has the meaning specified in Section 1202.
"FUNDAMENTAL CHANGE" has the meaning specified in Section 1202.
"GENERAL PARTNER CONTRIBUTION" has the meaning specified in the Recitals to this instrument.
"GUARANTEE" by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the holder of such Indebtedness of the payment of such Indebtedness, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness (and "GUARANTEED," "GUARANTEEING" and "GUARANTOR" shall have meanings correlative to the foregoing); PROVIDED, HOWEVER, that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business.
-6-

"HOLDER" means a Person in whose name a Security is registered in the Security Register.
"INCUR" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to generally accepted accounting principles or otherwise, of any such Indebtedness or other obligation as a liability on the balance sheet of such Person (and "INCURRENCE," "INCURRED," "INCURRABLE" and "INCURRING" shall have meanings correlative to the foregoing); PROVIDED, HOWEVER, that a change in generally accepted accounting principles that results in an obligation of such Person that exists at such time becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness.
"INDEBTEDNESS" means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person,
(i) all Indebtedness described in clauses (i)-(vii) of the definition of Senior Indebtedness (all references to Best Buy in such definition being deemed to refer to such Person) and (ii) the maximum fixed redemption or repurchase price of Redeemable Interests of such Person at the time of determination.
"INDENTURE" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively.
"INTEREST PAYMENT DATE" means the Stated Maturity of each installment of interest on the Securities, which shall be on the last day of each calendar month of each year commencing ___________ __, 1994 until the principal of the Securities is paid or duly provided for.
"JUNIOR SUBORDINATED PAYMENT" has the meaning specified in Section 1102.
"LIMITED PARTNERSHIP AGREEMENT" has the meaning specified in the first paragraph of this instrument.
"MATURITY", when used with respect to any Security, means the date on which the principal of such Security
-7-

becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.
"NON-STOCK FUNDAMENTAL CHANGE" has the meaning specified in
Section 1202.
"NOTICE OF CONVERSION" means the notice to be given by a holder of Preferred Securities to the Conversion Agent directing the Conversion Agent to exchange such Preferred Securities for Securities and convert such Securities into Common Stock on behalf of such holders.
"NOTICE OF EXCHANGE" has the meaning specified in Section 1401.
"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company.
"OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee.
"OUTSTANDING", when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, EXCEPT:
(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
(ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; PROVIDED that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and
-8-

(iii) Securities which have been paid pursuant to Section 306, converted into Common Stock pursuant to Section 1201, exchanged for Series A Preferred Stock pursuant to Section 1401 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.
"PARENT GUARANTEE" has the meaning specified in the Recitals to this instrument.
"PAYING AGENT" means any Person authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company.
"PAYMENT BLOCKAGE PERIOD" has the meaning specified in Section 1103.
"PERSON" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.
"PREDECESSOR SECURITY" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange
-9-

for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.
"PREFERRED SECURITIES" has the meaning specified in the Recitals to this instrument.
"PROCEEDING" has the meaning specified in Section 1102.
"PURCHASED SHARES" has the meaning specified in Section 1202.
"PURCHASER STOCK PRICE" has the meaning specified in Section 1202.
"REDEEMABLE INTEREST" of any Person means any equity security of or other ownership interest in such Person that by its terms or otherwise is required to be redeemed prior to the Stated Maturity of the principal of the Securities or is or may be redeemable at the option of the holder thereof at any time prior to the Stated Maturity of the principal of the Securities; PROVIDED, HOWEVER, that interests which are redeemable solely for any equity security of or other ownership interest in such Person that by its terms or otherwise is not required to be redeemed prior to the Stated Maturity of the principal of the Securities shall not constitute Redeemable Interests.
"REDEMPTION DATE", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.
"REDEMPTION PRICE", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.
"REFERENCE DATE" has the meaning specified in Section 1202.
"REFERENCE MARKET PRICE" has the meaning specified in Section 1202.
"REGULAR RECORD DATE" for the interest payable on any Interest Payment Date means the Business Day next preceding such Interest Payment Date.
"RESPONSIBLE OFFICER", when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the chairman or any vice-chairman of the executive committee of the board of directors, the chairman
-10-

of the trust committee, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.
"SECURITIES" has the meaning specified in the Recitals to this instrument.
"SECURITIES PAYMENT" has the meaning specified in Section 1102.
"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings specified in Section 305.
"SENIOR INDEBTEDNESS" means the principal of, premium, if any, interest on and any other payment due pursuant to any of the following, whether Incurred on or prior to the date hereof or hereafter Incurred:
(i) all obligations of Best Buy for money borrowed (including all obligations of Best Buy under the Bank Agreement, including all reborrowings, if any, by Best Buy);
(ii) all obligations of Best Buy evidenced by notes, debentures, bonds or other similar instruments, including obligations Incurred in connection with the acquisition of property, assets or businesses;
(iii) all Capital Lease Obligations of Best Buy;
(iv) all reimbursement obligations of Best Buy with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of Best Buy;
(v) all obligations of Best Buy issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable, accrued liabilities resulting from the sale of extended service plans, or accrued liabilities arising in the ordinary course of business);
(vi) all payment obligations of Best Buy under interest rate swap or similar agreements or foreign
-11-

currency hedge, exchange or similar agreements at the time of determination, including any such obligations Incurred by Best Buy solely to act as a hedge against increases in interest rates that may occur under the terms of other outstanding variable or floating rate Indebtedness of Best Buy;
(vii) all obligations of Best Buy under secured inventory financing credit lines;
(viii) all obligations under master lease transactions pursuant to which Best Buy or any of its Subsidiaries are treated as the owner of the subject property for federal income tax purposes,
(ix) all obligations of the type referred to in clauses (i) through (viii) above of another Person and all dividends of another Person the payment of which, in either case, Best Buy has assumed or Guaranteed or for which Best Buy is responsible or liable, directly or indirectly, jointly or severally, as obligor, Guarantor or otherwise; and
(x) all amendments, modifications, renewals, extensions, refinancings, replacements and refundings by Best Buy of any such Indebtedness referred to in clauses (i) through (viii) above (and of any such amended, modified, renewed, extended, refinanced, refunded or replaced Indebtedness); and
PROVIDED, HOWEVER, that the following shall not constitute Senior Indebtedness: (A) any Indebtedness owed to a Person when such Person is a Subsidiary of Best Buy, (B) any Indebtedness which by the terms of the instrument creating or evidencing the same expressly provides that it is not superior in right of payment to the Securities, or (C) any Indebtedness to the extent Incurred in violation of this Indenture. For purposes of this definition, "INDEBTEDNESS" includes any obligation to pay principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Best Buy whether or not a claim for post-petition interest is allowed in such proceeding). Such Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.
"SENIOR NONMONETARY DEFAULT" has the meaning specified in Section 1103.
"SENIOR PAYMENT DEFAULT" has the meaning specified in Section 1103.
-12-

"SERIES A PREFERRED STOCK" means the Series A Cumulative Convertible Preferred Stock par value $1.00 per share, of the Company having a liquidation preference of $5,000.00 per share.
"SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.
"STATED MATURITY", when used with respect to any Security or any installment of interest thereon, means the date specified in such Security as the fixed date on which the principal, together with any accrued and unpaid interest (including Additional Interest), of such Security or such installment of interest is due and payable.
"SUBSIDIARY" means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.
"TRADING DAY" has the meaning specified in Section 1202.
"TRUSTEE" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee.
"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; PROVIDED, HOWEVER, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.
"VICE PRESIDENT", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president".
-13-

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.
Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture.
SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.
In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.
-14-

SECTION 104. ACTS OF HOLDERS; RECORD DATES.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.
(c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation or vote, as the case may be. With regard to any record date, only the Holders on such date (or their duly designated proxies)
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shall be entitled to give or take, or vote on, the relevant action.
(d) The ownership of Securities shall be proved by the Security Register.
(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.
SECTION 105. NOTICES, ETC., TO TRUSTEE, COMPANY AND BEST BUY CAPITAL.
Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: ____________________,
(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, or
(3) Best Buy Capital by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to Best Buy Capital addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other
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address previously furnished in writing to the Trustee by Best Buy Capital.
SECTION 106. NOTICE TO HOLDERS; WAIVER.
Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.
SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.
If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.
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SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
SECTION 109. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Indenture by the Company or Best Buy Capital shall bind their respective successors and assigns, whether so expressed or not.
SECTION 110. SEPARABILITY CLAUSE.
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 111. BENEFITS OF INDENTURE.
The Company's obligations under this Indenture and the Securities will also be for the benefit of the holders from time to time of the Preferred Securities. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Indebtedness, the holders of Preferred Securities and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.
SECTION 112. GOVERNING LAW.
This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 113. LEGAL HOLIDAYS.
In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the right to convert his Securities shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal or conversion of the
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Securities need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, or on such last day for conversion, PROVIDED that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.
ARTICLE TWO
Security Forms
SECTION 201. FORMS GENERALLY.
The Securities and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.
The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.
SECTION 202. FORM OF FACE OF SECURITY.
BEST BUY CO., INC.
___% Convertible Subordinated Debentures Due ___________, 2024
No._________ $___________
Best Buy Co., Inc., a corporation duly organized and existing under the laws of the State of Minnesota
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(herein called "BEST BUY", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________, or registered assigns, the principal sum of _________ Dollars on the earliest of (i) ____________, 2024 or (ii) the date upon which Best Buy Capital, L.P. ("BEST BUY CAPITAL") is dissolved, wound up or terminated, and to pay interest thereon at the rate of ____% per annum from ______________, 1994, payable monthly in arrears on the last day of each calendar month of each year (each an "INTEREST PAYMENT DATE"), commencing ___________, 1994, until the principal hereof is paid or made available for payment. Interest will compound monthly and will accrue at the rate of ____% per annum on any interest installment that is not paid at the end of any monthly interest period or when otherwise due ("ADDITIONAL INTEREST"). The amount of interest payable for any period will be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full monthly interest period, will be computed on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. A "BUSINESS DAY" shall mean any day other than a day on which banking institutions in New York City are authorized or required by law to close. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
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Best Buy shall have the right at any time and from time to time during the term of this Security to extend interest payment periods for up to 60 months, during which periods interest will compound monthly and Best Buy shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which periods Best Buy may pay all interest then accrued and unpaid (together with Additional Interest); PROVIDED that during any such extended interest payment period neither Best Buy nor any majority-owned Subsidiary of Best Buy may declare or pay any dividend on, or redeem, purchase, acquire for value or make a liquidation payment with respect to, any of its common or preferred stock (other than as a result of a reclassification of such common or preferred stock or the exchange or conversion of one class or series of common or preferred stock for another class or series of common or preferred stock), or make any guarantee payments with respect to the foregoing (other than payments under the Parent Guarantee or dividends or guarantee payments to Best Buy from a majority-owned Subsidiary of Best Buy). Prior to the termination of any such extended interest payment period, Best Buy may further extend the interest payment period, PROVIDED that such extended interest payment period together with all such further extensions thereof may not exceed 60 months. Best Buy shall give the Holder of this Security and the Trustee notice of its selection of an extended interest payment period one Business Day prior to the first scheduled Interest Payment Date on which the scheduled interest payment shall be deferred pursuant to such selection.
Payment of the principal of and interest on this Security will be made at the office or agency of Best Buy maintained for that purpose in _________________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that at the option of Best Buy payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register.
Reference is hereby made to the further provisions of the Indenture summarized on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse
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hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Best Buy has caused this instrument to be duly executed under its corporate seal.
Dated: ___________ __, 1994
BEST BUY CO., INC.
By:___________________________
Name:
Title:
[SEAL]
Attest:_______________________
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SECTION 203. FORM OF REVERSE OF SECURITY.
This Security is one of a duly authorized issue of Securities of Best Buy, designated as its ___% Convertible Subordinated Debentures Due ___________ __, 2024 (herein called the "SECURITIES"), limited in aggregate principal amount to $____________, issued and to be issued under an Indenture, dated as of _____________ (herein called the "INDENTURE"), among Best Buy, Best Buy Capital and ________________, as Trustee (herein called the "TRUSTEE", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of Best Buy, Best Buy Capital, the Trustee, the holders of Senior Indebtedness and the holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. All terms used in this Security which are defined in the Indenture or in the Limited Partnership Agreement attached as Annex A thereto shall have the meanings assigned to them in the Indenture or the Limited Partnership Agreement, as the case may be.
The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.
If an Event of Default with respect to the Securities shall occur and be continuing, the principal of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of Best Buy, Best Buy Capital and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in aggregate principal amount of the Securities at the time Outstanding. Any such consent by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the
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registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Security.
Subject to and in compliance with the provisions of the Indenture, the Securities are convertible at any time before the close of business on the date of their Stated Maturity at the option of the Holder into fully paid and nonassessable shares of Common Stock of Best Buy at an initial conversion price of $______ aggregate principal amount of Securities per share of Common Stock of Best Buy, subject to adjustment as provided for in the Indenture. The Holder of the Securities will be entitled to receive the interest payable on the Securities on the Interest Payment Date notwithstanding the conversion thereof following the Regular Record Date immediately preceding such Interest Payment Date. Each conversion will be deemed to have been effected immediately prior to the close of business on the day on which notice was received by the Conversion Agent from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Limited Partnership Agreement and as provided in the Indenture. No fractional shares of the Common Stock of Best Buy will be issued as a result of conversion, but in lieu thereof, in the sole discretion of Best Buy, such fractional interest will be paid in cash by Best Buy.
In the event that, following the Conversion Expiration Date, less than 5% of the original aggregate principal amount of the Securities remain Outstanding, such Securities shall be subject to redemption at the option of Best Buy upon not less than 30 days' nor more than 60 days' notice, at a Redemption Price equal to 100% of the principal amount, together with accrued and unpaid interest (including Additional Interest) to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.
The Securities are exchangeable (in whole but not in part) at the request of the Holders of the Securities following the occurrence of an Exchange Event at the Exchange Price for Depositary Shares, each representing a fractional interest in a share of Best Buy Series A Preferred Stock as provided under the terms of the Indenture.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter
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or impair the obligation of Best Buy, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of Best Buy in ____________, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Best Buy and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities are issuable only in registered form without coupons in denominations of $50 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but Best Buy may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, Best Buy, the Trustee and any agent of Best Buy or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither Best Buy, the Trustee nor any such agent shall be affected by notice to the contrary.
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SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
This is one of the Securities referred to in the within-mentioned Indenture.
_________________________, 
AS TRUSTEE
By: _______________________
AUTHORIZED OFFICER
ARTICLE THREE
The Securities
SECTION 301. TITLE AND TERMS.
The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $___________, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1201.
The Securities shall be known and designated as the "__% Convertible Subordinated Debentures Due ___________ __, 2024" of the Company. Their Stated Maturity shall be the earliest of ___________ __, 2024 or the date upon which Best Buy Capital is dissolved, wound-up or terminated, and they shall bear interest at the rate of ____% per annum, from ___________, 1994 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable monthly, in arrears, on the last day of each calendar month of each year, commencing ___________, 1994 until the principal thereof is paid or made available for payment. Interest will compound monthly and will accrue at the rate of ___% per annum of any interest installment that is not paid when due or during an extension of an interest payment period as set forth below in this Section 301. In the event that any date on which interest is payable on the Securities is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business
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Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.
The Company shall have the right, at any time and from time to time during the term of the Securities, to extend an interest payment period for up to 60 months, provided that during the period of any such extension, interest will continue to accrue and compound monthly. The Company shall have the right to make partial payments of interest during any such extended interest payment period. At the end of any such extended interest payment period, the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon). Prior to the termination of any such extended interest payment period, the Company may further extend the interest payment period, provided that such extended interest payment period together with all such further extensions thereof may not exceed 60 months. The Company shall give the Holders of the Securities and the Trustee notice of its selection of an extended interest payment period one Business Day prior to the first scheduled Interest Payment Date on which the scheduled interest payment shall be deferred pursuant to such selection. In addition, at any time when any Preferred Securities are outstanding, the Company shall give Best Buy Capital notice of its selection of an extended interest payment period at least one Business Day prior to the earlier of (i) the Interest Payment Date and (ii) the date Best Buy Capital is required to give notice of the record or payment date of any Dividend payable on the Preferred Securities to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities, but in any event not less than two Business Days prior to such record date. The Company, as general partner of Best Buy Capital, shall give notice of the Company's selection of an extended interest payment period to the holders of the Preferred Securities.
The principal of and interest on the Securities shall be payable at the office or agency of the Company in _______________ maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register.
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The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Eleven.
The Securities shall be convertible as provided in Article Twelve.
The Securities shall be redeemable as provided in Article Thirteen.
The Securities shall be exchangeable as provided in Article Fourteen.
SECTION 302. DENOMINATIONS.
The Securities shall be issuable only in registered form without coupons and only in denominations of $50 and any integral multiple thereof.
SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.
Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.
At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise.
Each Security shall be dated the date of its authentication.
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No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.
SECTION 304. TEMPORARY SECURITIES.
Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.
If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at any office or agency of the Company designated pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.
SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "SECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" for the
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purpose of registering Securities and transfers of Securities as herein provided.
Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.
Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1201 not involving any transfer.
SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.
If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security
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of like tenor and principal amount and bearing a number not contemporaneously outstanding.
If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.
Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.
Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
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Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:
(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
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(or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).
(2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and, if so listed, upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue (including in each such case Additional Interest), which were carried by such other Security.
In the case of any Security which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted.
SECTION 308. PERSONS DEEMED OWNERS.
Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such
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Security for the purpose of receiving payment of principal of and (subject to
Section 307) interest (including Additional Interest) on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.
SECTION 309. CANCELLATION.
All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.
SECTION 310. COMPUTATION OF INTEREST.
Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full monthly interest period, shall be computed on the basis of the actual number of days elapsed in such period.
ARTICLE FOUR
Satisfaction and Discharge
SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.
This Indenture shall cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when
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(1) either
(A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and
(ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation; or
(B) all such Securities not theretofore delivered to the Trustee for cancellation
(i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one year, or
(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company
and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest (including Additional Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;
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(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and
(3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.
SECTION 402. APPLICATION OF TRUST MONEY.
Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment such money has been deposited with the Trustee. All moneys deposited with the Trustee pursuant to Section 401 (and held by it or any Paying Agent) for the payment of Securities subsequently converted shall be returned to the Company upon Company Request.
ARTICLE FIVE
Remedies
SECTION 501. EVENTS OF DEFAULT.
"Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article Eleven or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
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rule or regulation of any administrative or governmental body):
(1) failure to pay any principal of the Securities when due;
(2) failure to pay any interest on the Securities, including any Additional Interest, when due and such failure continues for a period of 10 days; PROVIDED that a valid extension of the interest payment period by the Company pursuant to this Indenture shall not constitute a default in the payment of interest for this purpose;
(3) failure by the Company to issue the Series A Preferred Stock or Common Stock upon an election to convert the Securities for Common Stock or exchange the Securities for Depositary Shares representing Series A Preferred Stock;
(4) failure by the Company to perform in any material respect any other covenant herein for the benefit of the holders of Securities continued for a period of 60 days after written notice to the Company from any Holder of the Securities or any holder of Preferred Securities;
(5) the dissolution, winding up, liquidation or termination of Best Buy Capital; or
(6) entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or Best Buy Capital in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or Best Buy Capital a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or Best Buy
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Capital under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or Best Buy Capital or of any substantial part of the property of either, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or
(7) the commencement by the Company or Best Buy Capital of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either the Company or Best Buy Capital to the entry of a decree or order for relief in respect of itself in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either the Company or Best Buy Capital, or the filing by either of them of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by either the Company or Best Buy Capital to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or Best Buy Capital or of any substantial part of the property of either of them, or the making by either of them of an assignment for the benefit of creditors, or the admission by either of them in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or Best Buy Capital in furtherance of any such action.
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SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities shall have the right to declare the principal of and the interest on all the Securities (including any Additional Interest) and any other amounts payable hereunder to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) and to enforce any and all other rights of Holders of Securities as creditors with respect to the Securities. Upon any such declaration such principal and all accrued interest shall become immediately due and payable.
The Company expressly acknowledges that, under the terms of the Preferred Securities, the holders of outstanding Preferred Securities shall have the right to appoint a Special General Partner, which Special General Partner shall be authorized to exercise the right of the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities to accelerate the principal amount of the Securities and to enforce the Holders' other rights hereunder and under the Securities.
At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if
(1) the Company has paid or deposited with the Trustee a sum sufficient to pay
(A) all overdue interest (including any Additional Interest) on all Securities,
(B) the principal of any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities,
(C) to the extent that payment of such interest is lawful, interest upon
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overdue interest at the rate borne by the Securities, and
(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;
and
(2) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in
Section 513.
No such rescission shall affect any subsequent default or impair any right consequent thereon.
SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.
The Company covenants that if
(1) default is made in the payment of any interest (including any Additional Interest) on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or
(2) default is made in the payment of the principal of any Security at the Maturity thereof,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest (including any Additional Interest), and, to the extent that payment thereof shall be legally enforceable, interest on any overdue principal and on any overdue interest (including any Additional Interest), at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.
If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and
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enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.
SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.
In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.
No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.
SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its
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agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.
SECTION 506. APPLICATION OF MONEY COLLECTED.
Subject to Article Eleven, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest (including any Additional Interest), upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee under
Section 607; and
SECOND: To the payment of the amounts then due and unpaid for principal of and interest (including any Additional Interest) on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest (including any Additional Interest), respectively.
SECTION 507. LIMITATION ON SUITS.
No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless
(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default;
(2) the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;
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(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities;
it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders.
SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST 
AND TO CONVERT.
Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and (subject to Section 307) interest (including any Additional Interest) on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to convert such Security in accordance with Article Twelve and to institute suit for the enforcement of any such payment and right to convert, and such rights shall not be impaired without the consent of such Holder.
SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.
If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the
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Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.
SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
SECTION 511. DELAY OR OMISSION NOT WAIVER.
No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
SECTION 512. CONTROL BY HOLDERS.
The Holders of a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, PROVIDED that
(1) such direction shall not be in conflict with any rule of law or with this Indenture; and
(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
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SECTION 513. WAIVER OF PAST DEFAULTS.
The Holders of not less than a majority in principal amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except a default
(1) in the payment of the principal of or interest (inlcuding any Additional Interest) on any Security; or
(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security affected.
Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.
SECTION 514. UNDERTAKING FOR COSTS.
In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; PROVIDED, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or in any suit for the enforcement of the right to receive the principal of and interest (including any Additional Interest) on any Security, or convert any Security in accordance with Article Twelve.
SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.
The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
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covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
ARTICLE SIX
The Trustee
SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.
The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
SECTION 602. NOTICE OF DEFAULTS.
The Trustee shall give the Holders notice of any default hereunder as and to the extent provided by the Trust Indenture Act; PROVIDED, HOWEVER, that in the case of any default of the character specified in Section 501(4), no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default.
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SECTION 603. CERTAIN RIGHTS OF TRUSTEE.
Subject to the provisions of Section 601:
(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate;
(d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(f) the Trustee shall not be bound to make any investigation into the facts or
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matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and
(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.
SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.
SECTION 605. MAY HOLD SECURITIES.
The Trustee, any Paying Agent, any Security Registrar, any Conversion Agent or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, Conversion Agent or such other agent.
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SECTION 606. MONEY HELD IN TRUST.
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.
SECTION 607. COMPENSATION AND REIMBURSEMENT.
The Company agrees
(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
(3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.
SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.
If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
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SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.
There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 and its Corporate Trust Office in _________________________________________. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.
SECTION 610. RESIGNATION AND REMOVAL;
APPOINTMENT OF SUCCESSOR.
(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 611.
(b) The Trustee may resign at any time by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.
(c) The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to
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resign after written request therefor by the Company or by any such Holder, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in Section 106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.
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SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.
Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; PROVIDED that, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.
No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.
SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.
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SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).
ARTICLE SEVEN
Holders' Lists and Reports by Trustee and Company
SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee
(a) semiannually, not later than _______ and ______ in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of a date not more than 15 days prior to the delivery thereof, and
(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
EXCLUDING from any such list names and addresses received by the Trustee in its capacity as Security Registrar.
SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.
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(b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act.
(c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.
SECTION 703. REPORTS BY TRUSTEE.
(a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.
(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which the Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when the Securities are listed on any stock exchange.
SECTION 704. REPORTS BY COMPANY.
The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; PROVIDED that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.
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ARTICLE EIGHT
Consolidation, Merger, Conveyance, Transfer or Lease
SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:
(1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and shall have provided for conversion rights in accordance with Section 1201;
(2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or
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both, would become an Event of Default, shall have happened and be continuing;
(3) such consolidation or merger or conveyance, transfer or lease of properties or assets of the Company is permitted under, and does not give rise to any breach or violation of, the Limited Partnership Agreement; and
(4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.
SECTION 802. SUCCESSOR SUBSTITUTED.
Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.
ARTICLE NINE
Supplemental Indentures
SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company, when authorized by a Board Resolution, Best Buy Capital, when authorized by a resolution of the General Partner, and
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the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or
(3) to secure the Securities; or
(4) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Section 1201; or
(5) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, PROVIDED that such action pursuant to this clause (5) shall not adversely affect the interests of the Holders or, so long as any of the Preferred Securities shall remain outstanding, the holders of the Preferred Securities.
SECTION 902. SUPPLEMENTAL INDENTURES
WITH CONSENT OF HOLDERS.
With the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, Best Buy Capital, when authorized by resolution of the General Partner, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture; PROVIDED, HOWEVER, that no such supplemental indenture
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shall, without the consent of the Holder of each Outstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon, or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any Security as provided in Article Twelve (except as permitted by Section 901(4)), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders,
(2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or
(3) modify any of the provisions of this Section, Section 513 or
Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;
PROVIDED, that, so long as any of the Preferred Securities remains outstanding, no such amendment shall be made that adversely affects the holders of the Preferred Securities, and no termination of this Agreement shall occur, and no waiver of any Event of Default or compliance with any covenant under this Agreement shall be effective, without the prior consent of the holders of at least 66-2/3% of the aggregate liquidation preference of the outstanding Preferred Securities unless and until the Subordinated Debentures and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full.
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It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.
SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.
Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.
SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.
Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.
SECTION 906. REFERENCE IN SECURITIES
TO SUPPLEMENTAL INDENTURES.
Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.
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ARTICLE TEN
Covenants; Representations and Warranties
SECTION 1001. PAYMENT OF PRINCIPAL AND INTEREST.
The Company will duly and punctually pay the principal of and interest on the Securities in accordance with the terms of the Securities and this Indenture.
SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.
The Company will maintain in ______________ an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other offices or agencies (in or outside ______) where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; PROVIDED, HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in __________ for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.
If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the
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principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.
Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.
The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.
The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or interest on any Security and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
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SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.
The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.
SECTION 1005. EXISTENCE.
Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.
SECTION 1006. MAINTENANCE OF PROPERTIES.
The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders.
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SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS.
The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; PROVIDED, HOWEVER, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
SECTION 1008. ADDITIONAL COVENANTS.
The Company agrees that neither it nor any of its Subsidiaries of it will declare or pay any dividend on, or redeem, purchase, acquire for value or make a liquidation payment with respect to, any of its Common Stock or preferred stock (other than as a result of reclassification of such Common Stock or preferred stock or the exchange or conversion of one class or series of Common Stock or preferred stock for another class or series of Common Stock or preferred stock), or make any guarantee payments with respect to the foregoing (other than payments under the Parent Guarantee or dividends or guarantee payments to the Company from a Subsidiary) if at such time (a) there shall have occurred any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder or under the Securities, (b) the Company shall be in default with respect to its payment or other obligations under the Parent Guarantee or (c) the Company shall have given notice of its selection of an extended interest payment period as provided herein and such period, or any extension thereof, shall be continuing. The Company also covenants (i) to remain the General Partner of Best Buy Capital; PROVIDED that any permitted successor of the Company under the Limited Partnership Agreement may succeed to the Company's duties as General Partner, (ii) to cause at least 21% of the total value of Best Buy Capital and at least 21% of all interests in the capital, income, gain, loss, deduction and credit of Best Buy Capital to be held by the Company, as a General Partner of Best Buy Capital, (iii) not to voluntarily dissolve, wind-up or liquidate Best Buy Capital, (iv) to perform timely all of its duties as General Partner (including the duty to declare and pay Dividends on the Preferred Securities), (v) to maintain
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direct ownership of all partnership interests of Best Buy Capital other than the Preferred Securities and any Special General Partnership Interest, except as may be permitted by the Limited Partnership Agreement, (vi) to use its reasonable efforts to cause Best Buy Capital to remain a limited partnership and otherwise to continue to be treated as a partnership for United States federal income tax purposes and (vii) to issue Series A Preferred Stock in the form of Depositary Shares or Common Stock upon an election by Holders to exchange or convert the Securities.
The Company also covenants that so long as any Securities are held by Best Buy Capital, the General Partner shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Special General Partner, or exercising any trust or power conferred on the Special General Partner with respect to the Securities, (ii) waive any past default which is waivable under this Agreement, (iii) exercise any right to rescind or annul a declaration that the principal of all the Securities shall be due and payable, or (iv) consent to any amendment, modification or termination of the Securities or of this Indenture without, in each case, obtaining the prior approval of the holders of at least 66 2/3% or more of the aggregate liquidation preference of the Preferred Securities then outstanding, PROVIDED, HOWEVER, that where a consent under the Securities would require the consent of each holder affected thereby, no such consent shall be given by the General Partner without the prior consent of each holder of the Preferred Securities. The General Partner shall not revoke any action previously authorized or approved by a vote of Preferred Securities, without the approval of the holders of Preferred Securities representing 66 2/3% or more of the aggregate liquidation preference of the Preferred Securities.
SECTION 1009. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants that:
(a) It is a corporation, validly existing and in good standing under the laws of the State of Minnesota, with all power and authority (corporate and other) to own its properties and conduct its business as now being conducted.
(b) It has full power and authority to enter into this Indenture and to incur and perform the obligations provided for herein, all of which have been duly authorized by all proper and necessary corporate action.
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(c) The execution and delivery of this Indenture and the performance by the Company of all its obligations hereunder will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, fiscal agency agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or subject, nor will this Indenture result in a violation of the provisions of the Company's Certificate of Incorporation or By-laws.
(d) This Indenture and the Securities have been duly authorized, executed and delivered by the Company and constitute the valid and legally binding obligation of the Company enforceable in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
ARTICLE ELEVEN
Subordination of Securities
SECTION 1101. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.
The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article (subject to Article Four), the payment of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness.
This Article Eleven shall constitute a continuing offer to all persons who become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness and such holders are made obligees hereunder and any one or more of them may enforce such provisions. Holders of Senior Indebtedness need not prove reliance on the subordination provisions hereof.
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SECTION 1102. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.
Upon any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshalling of assets or liabilities or any bankruptcy, insolvency or similar proceedings of the Company, (each such event, if any, herein sometimes referred to as a "PROCEEDING"):
(1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts due on or to become due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment (including any payment to holders of the Securities made in respect of any other Indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "JUNIOR SUBORDINATED PAYMENT"), on account of the principal of (and premium, if any) or interest on the Securities or on account of any purchase, redemption or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent (all such payments, distributions, purchases, redemptions and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "SECURITIES PAYMENT"); and
(2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders of the Securities or the Trustee would be entitled but for the provisions of this Article (including, without limitation, any Junior Subordinated Payment) shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any
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instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment to the holders of such Senior Indebtedness.
In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received in connection with any Proceeding any Securities Payment before all Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Senior Indebtedness.
For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
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SECTION 1103. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.
In the event that any Senior Payment Default (as defined below) shall have occurred, then no Securities Payment shall be made, unless and until such Senior Payment Default shall have been cured or waived in writing or shall have ceased to exist or all amounts then due and payable in respect of such Senior Indebtedness (including amounts that have become and remain due by acceleration) shall have been paid in full in cash. "SENIOR PAYMENT DEFAULT" means any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness when due, whether at the stated maturity of any such payment or by declaration of acceleration, call for redemption, mandatory payment or prepayment or otherwise.
In the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, then, upon the receipt by the Company and the Trustee of written notice of such Senior Nonmonetary Default from the Designated Senior Holder of such certain Senior Indebtedness, no Securities Payment shall be made, during the period (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of such receipt of such written notice and ending (subject to any blockage of payments that may then or thereafter be in effect as the result of any Senior Payment Default) on the earlier of (i) the date on which the Senior indebtedness to which such Senior Nonmonetary Default relates is discharged or such Senior Nonmonetary Default shall have been cured or waived in writing or shall have ceased to exist and any acceleration of Senior Indebtedness to which such Senior Nonmonetary Default relates shall have been rescinded or annulled or (ii) the 179th day after the date of such receipt of such written notice. No more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days and there shall be a period of at least 181 consecutive days in each period of 360 consecutive days when no Payment Blockage Period is in effect. Following the commencement of any Payment Blockage Period, the holders of the Senior Indebtedness will be precluded from commencing a subsequent Payment Blockage Period until the conditions set forth in the preceding sentence are satisfied. For all purposes of this paragraph, no Senior Nonmonetary Default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent Payment Blockage Period
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by holders of Senior Indebtedness or their representatives unless such Senior Nonmonetary Default shall have been cured for a period of not less than 90 consecutive days. "SENIOR NONMONETARY DEFAULT" means any default (other than a Senior Payment Default) or any event which, after notice or lapse of time (or both), would become an event of default, under the terms of any instrument or agreement pursuant to which any Senior Indebtedness is outstanding, permitting (after notice or lapse of time or both) one or more holders of such Senior Indebtedness (or a trustee or agent on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise become due and payable, other than a Senior Payment Default.
In the event that, notwithstanding the foregoing, the Company shall make any Securities Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section, then and in such event such Securities Payment shall be paid over and delivered forthwith to the Designated Senior Holders under the Senior Indebtedness or, if such Senior Indebtedness has been repaid in full, to the Company.
The provisions of this Section shall not apply to any Securities Payment with respect to which Section 1102 hereof would be applicable.
SECTION 1104. PAYMENT PERMITTED IF NO DEFAULT.
Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent the Company, at any time except during the pendency of any Proceeding referred to in Section 1102 hereof or under the conditions described in Section 1103 hereof, from making Securities Payments.
SECTION 1105. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.
Subject to the payment in full in cash of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of
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the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.
SECTION 1106. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.
The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or
(b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1103, to prevent any payment prohibited by such section or enforce their rights pursuant to the penultimate paragraph in Section 1103.
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SECTION 1107. TRUSTEE TO EFFECTUATE SUBORDINATION.
Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, receivership proceedings, or otherwise, the timely filing of a claim for the unpaid balance of the Indebtedness of the Company owing to such Holder in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a proper claim at least 30 days before the expiration of the time to file such claim, then the holders of the Senior Indebtedness and their agents, trustees or other representatives are authorized to do so (but shall in no event be liable for any failure to do so) for and on behalf of the Holders of the Securities.
SECTION 1108. NO WAIVER OF SUBORDINATION PROVISIONS.
No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.
Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or otherwise deal with any
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property pledged, mortgaged or otherwise securing Senior Indebtedness; (iv) release any Person liable in any manner for the collection of Senior Indebtedness; (v) exercise or refrain from exercising any rights against the Company and any other Person; and (vi) apply any sums received by them to Senior Indebtedness.
SECTION 1109. NOTICE TO TRUSTEE.
The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company, any holder of Senior Indebtedness, any Designated Senior Holder or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601 hereof, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal or Purchase Amount of or interest on any Security), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any Designated Senior Holder shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address furnished in writing to such holder of Senior Indebtedness by the Trustee.
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Subject to the provisions of Section 601 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness or Designated Senior Holder (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Indebtedness or Designated Senior Holder or a trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness or Designated Senior Holder to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Trustee's principal corporate trust office.
SECTION 1110. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.
Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 601 hereof, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article, provided that the foregoing shall apply only if such court has been apprised of the provisions of this Article.
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SECTION 1111. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.
SECTION 1112. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION OF TRUSTEE'S RIGHTS.
The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607 hereof.
SECTION 1113. ARTICLE APPLICABLE TO PAYING AGENTS.
In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; PROVIDED, HOWEVER, that Section 1111 hereof shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.
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ARTICLE TWELVE
Conversion of Securities
SECTION 1201. CONVERSION RIGHTS.
(a) The Securities are convertible, at the option of the Holder, at any time before the close of business on the date two Business Days prior to their Stated Maturity, unless previously exchanged pursuant to Article Fourteen, into fully paid and nonassessable shares of Common Stock of the Company at an initial conversion price of $__________ aggregate principal amount of Securities per share of Common Stock, subject to adjustment as described in Section 1202. A Holder of Securities may convert any portion of the principal amount of the Securities into that number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) obtained by dividing the principal amount of the Securities to be converted by such conversion price.
(b) In order to convert a portion of the Securities, the Holder shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion. A holder of Preferred Securities wishing to exercise its right under the Limited Partnership Agreement to convert a Preferred Security into Common Stock shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing it (i) to exchange such Preferred Security for a portion of the Securities held by Best Buy Capital (at an exchange rate of $50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Common Stock of Best Buy pursuant to this Article Twelve. If such Notice of Conversion is delivered before the close of business on the Conversion Expiration Date with respect to the Preferred Securities, Best Buy Capital shall deliver Securities held by it to the Conversion Agent for exchange in accordance with this paragraph. If a Notice of Conversion is given on the Regular Record Date, the Holder will be entitled to receive the interest payable on the portion of Securities to be converted on the subsequent Interest Payment Date notwithstanding the conversion thereof prior to such Interest Payment Date. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was
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received (the "CONVERSION DATE") by the Conversion Agent from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Limited Partnership Agreement. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(c) The Company's delivery to the Holder of the fixed number of shares of Common Stock into which the Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Securities so converted and any unpaid interest accrued on such Securities at the time of such conversion.
(d) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, such fractional interest will be paid in cash by the Company.
(e) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with
Section 305.
(f) In effecting the conversion and exchange transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities directing it to effect such conversion or exchange transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by Best Buy Capital from time to time for Preferred Securities in connection with the conversion or exchange of such Preferred Securities in accordance with Articles Twelve and Thirteen hereof, (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article Twelve and to deliver to Best Buy Capital a new Security or Securities for any resulting unconverted principal amount and (iii) to
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exchange all of the Securities following the occurrence of an Exchange Event for Depositary Shares representing Series A Preferred Stock in accordance with the provisions of Article Thirteen hereof and thereupon to deliver such Depositary Shares to the Persons entitled to receive them.
SECTION 1202. CONVERSION PRICE ADJUSTMENTS.
(a) The conversion price shall be subject to adjustment from time to time as follows:
(i) In case the Company shall pay or make a dividend or other distribution on any class or series of capital stock of the Company exclusively in Common Stock, the conversion price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such conversion price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution or exchange, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this subparagraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company shall not pay any dividend or make any distribution on shares of any class or series of Capital Stock of the Company exclusively in Common Stock held in the treasury of the Company.
(ii) In case the Company shall pay or make a dividend or other distribution on its Common Stock consisting exclusively of, or shall otherwise issue to all holders of its Common Stock, rights or warrants entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in subparagraph (vii) of this Section 1202(a)) of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the conversion price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such conversion price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares
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of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this subparagraph (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company shall not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Company. In case any rights or warrants referred to in this subparagraph (ii) in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by the Company, the conversion price shall be readjusted at the time of such expiration to the conversion price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights or warrants.
(iii) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the conversion price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the conversion price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.
(iv) Subject to the last sentence of this subparagraph (iv), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class or series of capital stock, cash or assets (including securities, but excluding any rights or warrants referred to in subparagraph (ii) of this Section 1202(a), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in subparagraph (i) of this Section 1202(a)), the conversion price shall be reduced so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the effectiveness of
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the conversion price reduction contemplated by this subparagraph (iv) by a fraction of which the numerator shall be the current market price per share (determined as provided in subparagraph (vii) of this Section 1202(a)) of the Common Stock on the date fixed for the payment of such distribution (the "REFERENCE DATE") less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors), on the Reference Date, of the portion of the evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such reduction to become effective immediately prior to the opening of business on the day following the Reference Date. If the Board of Directors determines the fair market value of any distribution for purposes of this subparagraph (iv) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share of Common Stock pursuant to subparagraph (vii) of this Section 1202(a). For purposes of this subparagraph (iv), any dividend or distribution that includes shares of Common Stock or rights or warrants to subscribe for or purchase shares of Common Stock shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, shares of capital stock, cash or assets other than such shares of Common Stock or such rights or warrants (making any conversion price reduction required by this subparagraph (iv)) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (making any further conversion price reduction required by subparagraph (i) or (ii) of this Section 1202(a), except (A) the Reference Date of such dividend or distribution as defined in this subparagraph (iv) shall be substituted as "the date fixed for the determination of stockholders entitled to receive such dividend or other distribution," "the date fixed for the determination of stockholders entitled to receive such rights or warrants" and "the date fixed for such determination" within the meaning of subparagraphs (i) and (ii) of this Section 1202(a) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed "outstanding at the close of business on the date fixed for such determination" within the meaning of subparagraph (i) of this Section 1202(a).
(v) In case the Company shall pay or make a dividend or other distribution on its Common Stock exclusively in cash (excluding, in the case of any regular cash
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dividend on the Common Stock, the portion thereof that does not exceed the per share amount of the next preceding regular cash dividend on the Common Stock (as adjusted to appropriately reflect any of the events referred to in subparagraphs
(i), (ii), (iii), (iv), (v) and (vi) of this Section 1202(a)), or all of such regular cash dividend if the annualized amount thereof per share of Common Stock does not exceed 15% of the current market price per share (determined as provided in subparagraph (vii) of this Section 1202(a)) of the Common Stock on the Trading Day (as defined in Section 1202(e)) next preceding the date of declaration of such dividend), the conversion price shall be reduced so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the effectiveness of the conversion price reduction contemplated by this subparagraph (v) by a fraction of which the numerator shall be the current market price per share (determined as provided in subparagraph
(vii) of this Section 1202(a)) of the Common Stock on the date fixed for the payment of such distribution less the amount of cash so distributed and not excluded as provided above applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for the payment of such distribution.
(vi) In case a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of Best Buy's Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such subsidiary of consideration per share of Common Stock having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) at the last time (the "EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended) that exceeds 10% of the current market price per share (determined as provided in subparagraph (vii) of this Section 1202(a)) of the Common Stock on the Trading Day (as defined in Section 1202(e)) next succeeding the Expiration Time, the conversion price shall be reduced so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the effectiveness of the conversion price reduction contemplated by this subparagraph (vi) by a fraction of which the numerator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the current market price per share
(determined as provided in subparagraph (vii) of this Section 1202(a))
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of the Common Stock on the Trading Day next succeeding the Expiration Time and the denominator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "PURCHASED SHARES") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the current market price per share (determined as provided in subparagraph (vii) of this Section 1202(a)) of the Common Stock on the Trading Day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time.
(vii) For the purpose of any computation under subparagraphs (ii),
(iv), (v) and (vi) of this Section 1202(a), the current market price per share of Common Stock on any date in question shall be deemed to be the average of the daily Closing Prices (as defined in Section 1202(e)) for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the day in question and, if applicable, the day before the "ex" date with respect to the issuance or distribution requiring such computation; PROVIDED, HOWEVER, that if another event occurs that would require an adjustment pursuant to subparagraph (i) through (vi), inclusive, the Board of Directors may make such adjustments to the Closing Prices during such five Trading Day period as it deems appropriate to effectuate the intent of the adjustments in this Section 1202(a), in which case any such determination by the Board of Directors shall be set forth in a Board Resolution and shall be conclusive. For purposes of this paragraph, the term "ex" date, (1) when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Prices were obtained without the right to receive such issuance or distribution, and (2) when used with respect to any tender or exchange offer means the first date on which the Common Stock trades regular way on such exchange or in such market after the Expiration Time of such offer.
(viii) The Company may make such reductions in the conversion price, in addition to those required by subparagraphs (i), (ii), (iii), (iv), (v) and
(vi) of this Section 1202(a), as it considers to be advisable to avoid or
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diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. The Company from time to time may reduce the conversion price by any amount for any period of time if the period is at least twenty days, the reduction is irrevocable during the period, and the Board of Directors of the Company shall have made a determination that such reduction would be in the best interest of the Company, which determination shall be conclusive. Whenever the conversion price is reduced pursuant to the preceding sentence, the Company shall mail to holders of record of the Securities a notice of the reduction at least fifteen days prior to the date the reduced conversion price takes effect, and such notice shall state the reduced conversion price and the period it will be in effect.
(ix) No adjustment in the conversion price shall be required unless such adjustment would require an increase or decrease of at least 1% in the conversion price; PROVIDED, HOWEVER, that any adjustments which by reason of this subparagraph (ix) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
(x) Whenever the conversion price is adjusted as herein provided:
(1) the Company shall compute the adjusted conversion price and shall prepare a certificate signed by the Treasurer of the Company setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the transfer agent for the Preferred Securities; and
(2) a notice stating the conversion price has been adjusted and setting forth the adjusted conversion price shall as soon as practicable be mailed by the Company to all record holders of Preferred Securities at their last addresses as they appear upon the stock transfer books of the Company.
(b) RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE OF ASSETS. In the event that the Company shall be a party to any transaction (including without limitation any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no
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par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), any consolidation of the Company with, or merger of the Company into, any other person, any merger of another person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder of each Security then outstanding shall have the right thereafter to convert such Security only into (i) in the case of any such transaction other than a Common Stock Fundamental Change (as defined in Section 1202(e)), the kind and amount of securities, cash and other property receivable upon such transaction by a holder of the number of shares of Common Stock of the Company into which such Security could have been converted immediately prior to such transaction, after giving effect, in the case of any Non-Stock Fundamental Change, to any adjustment in the conversion price required by the provision of
Section 1202(d), and (ii) in the case of a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions of Section 1202(d). The Company or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1202. The above provisions shall similarly apply to successive transactions of the foregoing type.
(c) PRIOR NOTICE OF CERTAIN EVENTS. In case:
(i) the Company shall (1) declare any dividend (or any other distribution) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) a dividend payable in cash that would not require an adjustment pursuant to 1202(a)(iv) or (v) or (2) authorize a tender or exchange offer that would require an adjustment pursuant to
Section 1202(a)(vi);
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(ii) the Company shall authorize the granting to all holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants;
(iii) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or
(iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company;
then the Company shall cause to be filed with the transfer agent for the Preferred Securities, and shall cause to be mailed to the holders of record of the Preferred Securities, at their last addresses as they shall appear upon the stock transfer books of the Company, at least fifteen days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution, redemption, repurchase, rights or warrants or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, redemption, repurchase, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice).
(d) ADJUSTMENTS IN CASE OF FUNDAMENTAL CHANGES. Notwithstanding any other provision in this Section 1202 to the contrary, if any Fundamental Change (as defined in Section 1202(e)) occurs, then the conversion price in effect will be adjusted immediately after such Fundamental Change as described below. In addition, in the event of a Common
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Stock Fundamental Change (as defined in Section 1202(e)), each Security shall be convertible solely into common stock of the kind and amount received by holders of Common Stock as the result of such Common Stock Fundamental Change as more specifically provided in the following clauses (d)(i) and (d)(ii).
For purposes of calculating any adjustment to be made pursuant to this Section 1202(d) in the event of a Fundamental Change, immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change (as defined in
Section 1202(e)), the conversion price of the Securities shall thereupon become the lower of (A) the conversion price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Section 1202, and (B) the result obtained by multiplying the greater of the Applicable Price (as defined in Section 1202(e)) or the then applicable Reference Market Price (as defined in Section 1202(e)) by a fraction of which the numerator shall be $50 and the denominator shall be an amount per Security determined by the General Partner in its sole discretion, after consultation with a nationally recognized investment banking firm, to be the equivalent of the hypothetical redemption price that would have been applicable if the Securities had been redeemable during such period; and
(ii) in the case of a Common Stock Fundamental Change, the conversion price of the Securities in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Section 1202, shall thereupon be adjusted by multiplying such conversion price by a fraction of which the numerator shall be the Purchaser Stock Price (as defined in Section 1202(e)) and the denominator shall be the Applicable Price; PROVIDED, HOWEVER, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of the Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the conversion price of
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the Securities in effect immediately prior to such Common Stock Fundamental Change shall thereupon be adjusted by multiplying such conversion price by a fraction of which the numerator shall be one (1) and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Common Stock as a result of such Common Stock Fundamental Change.
(e) DEFINITIONS. The following definitions shall apply to terms used in this Section 1202:
(1) "APPLICABLE PRICE" shall mean (i) in the event of a Non-Stock Fundamental Change in which the holders of the Common Stock receive only cash, the amount of cash received by a stockholder for one share of Common Stock and (ii) in the event of any other Non-Stock Fundamental Change or any Common Stock Fundamental Change, the average of the daily Closing Prices of the Common Stock for the ten consecutive Trading Days prior to and including the record date for the determination of the holders of Common Stock entitled to receive securities, cash or other property in connection with such Non-Stock Fundamental Change or Common Stock Fundamental Change, or, if there is no such record date, the date upon which the holders of the Common Stock shall have the right to receive such securities, cash or other property, in each case, as adjusted in good faith by the Board of Directors of Best Buy to appropriately reflect any of the events referred to in subparagraphs (i), (ii), (iii),
(iv), (v) and (vi) of Section 1202(a).
(2) "CLOSING PRICE" of any common stock on any day shall mean the last reported sale price regular way on such day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way of such common stock, in each case on the principal national securities exchange on which such common stock is listed, if the common stock is listed on a national securities exchange, or the National Market System of the National Association of Securities Dealers, Inc., or, if the common stock is not quoted or admitted to trading on such quotation system, on the principal quotation system on which the common stock is listed or admitted to trading or quoted, or, if not listed or admitted to trading or quoted on any national securities exchange or quotation system, the average of the closing bid and asked prices of the common stock in the over-the-counter market on the day in question as reported by the National
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Quotation Bureau Incorporated, or a similarly generally accepted reporting service, or, if not so available in such manner, as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors of Best Buy for that purpose or, if not so available in such manner, as otherwise determined in good faith by the Board of Directors.
(3) "COMMON STOCK FUNDAMENTAL CHANGE" shall mean any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors) of the consideration received by holders of Common Stock consists of common stock that for each of the ten consecutive Trading Days referred to with respect to such Fundamental Change in
Section 1202(e)(1) above has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on the National Market System of the National Association of Securities Dealers, Inc.; PROVIDED, HOWEVER, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Securities continue to exist as outstanding Securities, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Securities are converted into or exchanged for convertible subordinated debentures of a corporation succeeding to the business of the Company, which convertible subordinated debentures have terms substantially similar to those of the Securities.
(4) "FUNDAMENTAL CHANGE" shall mean the occurrence of any transaction or event in connection with a plan pursuant to which all or substantially all of the Common Stock shall be exchanged for, converted into, acquired for or constitute solely the right to receive securities, cash or other property (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise); PROVIDED, HOWEVER, in the case of a plan involving more than one such transaction or event, for purposes of adjustment of the conversion price, such Fundamental Change shall be deemed to have occurred when substantially all of the Common Stock of the Company shall be exchanged for, converted into, or acquired for or constitute solely the right to receive securities, cash or other property, but the adjustment shall be based upon the highest weighted average of consideration per share which a holder of Common Stock could have received in
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such transactions or events as a result of which more than 50% of the Common Stock of the Company shall have been exchanged for, converted into, or acquired for or constitute solely the right to receive securities, cash or other property.
(5) "NON-STOCK FUNDAMENTAL CHANGE" shall mean any Fundamental Change other than a Common Stock Fundamental Change.
(6) "PURCHASER STOCK PRICE" shall mean, with respect to any Common Stock Fundamental Change, the average of the daily Closing Prices of the common stock received in such Common Stock Fundamental Change for the ten consecutive Trading Days prior to and including the record date for the determination of the holders of Common Stock entitled to receive such common stock, or, if there is no such record date, the date upon which the holders of the Common Stock shall have the right to receive such common stock, in each case, as adjusted in good faith by the Board of Directors to appropriately reflect any of the events referred to in subparagraphs (i), (ii), (iii), (iv), (v) and (vi) of Section 1202(a).
(7) "REFERENCE MARKET PRICE" shall initially mean $_____ and in the event of any adjustment to the conversion price other than as a result of a Non-Stock Fundamental Change, the Reference Market Price shall also be adjusted so that the ratio of the Reference Market Price to the conversion price after giving effect to any such adjustment shall always be the same as the ratio of $_____ to the initial conversion price per share.
(8) "TRADING DAY" shall mean a day on which securities are traded on the national securities exchange or quotation system or in the over-the-counter market used to determine the Closing Price.
(f) DIVIDEND OR INTEREST REINVESTMENT PLANS. Notwithstanding the foregoing provisions, the issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any such plan, and the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any employee benefit plan or program of the Company or pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the
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Securities were first issued, shall not be deemed to constitute an issuance of Common Stock or exercisable, exchangeable or convertible securities by the Company to which any of the adjustment provisions described above applies. There shall also be no adjustment of the conversion price in case of the issuance of any stock (or securities convertible into or exchangeable for stock) of Best Buy except as specifically described in this Section 1202. If any action would require adjustment of the conversion price pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to the holder of the Securities.
(g) CERTAIN ADDITIONAL RIGHTS. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 1202(a)(iv) or 1202(a)(v) (including, without limitation, dividends or distributions referred to in the last sentence of Section 1202(a)(iv)), the holder of the Securities, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution, shall also be entitled to receive for each share of Common Stock into which the Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board of Directors) with respect to all holders so converting, the Company may, in lieu of distributing to such holder any portion of such distribution not consisting of cash or securities of the Company, pay such holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors). If any conversion of Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board of Directors) to distribute to such holder a due bill for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such holder is so entitled, PROVIDED that such due bill (i) meets any applicable requirements of the principal national securities exchange or other market on which the
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Common Stock is then traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.
ARTICLE THIRTEEN
Redemption of Securities
SECTION 1301. CONDITIONAL RIGHT OF REDEMPTION.
In the event that, following the Conversion Expiration Date in respect of the Preferred Securities, less than 5% of the original aggregate principal amount of the Securities remain Outstanding, the Securities shall be subject to redemption, in whole but not in part, at the option of the Company at the Redemption Price specified in the form of Security hereinbefore set forth, together with accrued interest (including Additional Interest) to the Redemption Date.
SECTION 1302. APPLICABILITY OF ARTICLE.
Redemption of Securities at the election of the Company, as permitted by Section 1301, shall be made in accordance with such provision and this Article.
SECTION 1303. ELECTION TO REDEEM; NOTICE TO TRUSTEE.
The election of the Company to redeem Securities pursuant to Section 1301 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company, the Company shall, at least 30 days and no more than 60 days prior to the Redemption Date fixed by the Company, notify the Trustee of such Redemption Date and of the principal amount of Securities to be redeemed and provide a copy of the notice of redemption given to Holders of Securities to be redeemed pursuant to Section 1304.
SECTION 1304. NOTICE OF REDEMPTION.
Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than
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60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price,
(3) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and that interest thereon will cease to accrue on and after said date, and
(4) the place or places where such Securities are to be surrendered for payment of the Redemption Price.
Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company.
SECTION 1305. DEPOSIT OF REDEMPTION PRICE.
Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent, (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.
SECTION 1306. SECURITIES PAYABLE ON REDEMPTION DATE.
Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; PROVIDED, HOWEVER, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
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Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.
If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Security.
ARTICLE FOURTEEN
Exchange
SECTION 1401. OPTIONAL EXCHANGE FOR DEPOSITARY SHARES REPRESENTING SERIES A PREFERRED STOCK.
For so long as any Preferred Securities are outstanding, the Securities shall be exchangeable at the request of Holders thereof, following an Exchange Election by a Majority in Liquidation Preference of the Preferred Securities, for Depositary Shares, each representing ownership of 1/100th of a fully paid and non-assessable share of Series A Preferred Stock, subject to the following terms and conditions:
(a) The Company shall, following the occurrence of an Exchange Event, if so requested by the Conversion Agent pursuant to a Notice of Exchange, exchange all (but not less than all) of the Securities for Depositary Shares, each representing a 1/100th interest in a fully paid and non-assessable share of its Series A Preferred Stock and evidenced by Depositary Receipts, at the rate of one Depositary Share for each $50 principal amount of Securities (which rate is equivalent to one Depositary Share or 1/100th of a share of Series A Preferred Stock for each Preferred Security).
(b) The failure of Holders of Preferred Securities (including any such failure following an election by Best Buy to extend interest payments on the Securities in accordance with their terms) to receive, for 15 consecutive months the full amount of dividend payments (including Additional Dividends) accumulated on the Preferred Securities shall constitute an "Exchange Event".
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(c) The Conversion Agent, upon receiving irrevocable notice of an Exchange Election by the holders of a Majority in Liquidation Preference of the Preferred Securities (a "NOTICE OF EXCHANGE"), shall (i) exchange all (but not less than all) outstanding Preferred Securities for all (but not less than all) Securities held by Best Buy Capital (at an exchange rate of $50 principal amount of Securities, plus accrued interest (including any Additional Interest), for each Preferred Security, plus accumulated dividends (including any Additional Dividends)) and (ii) deliver a copy of the Notice of Exchange to the Company and the Trustee. At the request of the Conversion Agent following receipt by it of the Notice of Exchange, Best Buy Capital shall deliver all Securities held by it to the Conversion Agent for exchange in accordance with this paragraph. Upon receipt from the Conversion Agent of a copy of the Notice of Exchange, the Company shall, in exchange for the principal amount of the Securities then outstanding, issue and deposit with the Depositary, pursuant to the Deposit Agreement, a certificate or certificates for the number of fully paid and non-assessable shares of Series A Preferred Stock issuable at the rate referred to in paragraph (a) above upon such exchange in return for a Depositary Receipt or Receipts issued by the Depositary evidencing a proportionate number of Depositary Shares in respect of the Series A Preferred Stock so deposited. The Company shall request that the Depositary Receipts be issued in the names of the holders of Preferred Securities designated in the Notice of Exchange. Any accrued but unpaid interest on the Securities surrendered for exchange, including any Additional Interest accrued thereon, shall from and after the time of such exchange be treated as accumulated and unpaid dividends on the Series A Preferred Stock issued in exchange for the Securities. Preferred Securities shall be deemed to have been exchanged immediately prior to the close of business on the date of the Exchange Election (the "EXCHANGE DATE"). The Person or Persons entitled to receive the Series A Preferred Stock issuable upon an exchange of the Preferred Securities shall be treated for all purposes as the record holder or holders of such Series A Preferred Stock at such time. As promptly as practicable on or after the exchange date, the Company shall deliver at the office of the Conversion Agent the Depositary Receipt or Receipts representing the Series A Preferred Stock issuable upon such exchange. The Conversion Agent shall deliver such Depositary Receipt or Receipts to the Person or persons entitled to receive the same.
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This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.
BEST BUY CO., INC.
By: __________________________
Attest:

BEST BUY CAPITAL, L.P.
By: Best Buy Co., Inc.,
General Partner
By: __________________________
Attest:

Trustee
By: _________________________
Attest:

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STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
On the _____ day of __________, 1994, before me personally came ___________________________, to me known, who, being by me duly sworn, did depose and say that [HE --SHE] is ____________________________________________ _______ of Best Buy Co., Inc., one of the corporations or limited partnerships described in and which executed the foregoing instrument; that [HE -- SHE] knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that [HE -- SHE] signed [HIS -- HER] name thereto by like authority.

STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
On the _____ day of __________, 1994, before me personally came ___________________________, to me known, who, being by me duly sworn, did depose and say that [HE --SHE] is ____________________________________________ _______ of Best Buy Co., Inc., as general partner of Best Buy Capital, L.P., a limited partnership described in and which executed the foregoing instrument; and that [HE -- SHE] signed [HIS -- HER] name thereto by authority of the Board of Directors of such general partner.

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STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
On the _____ day of __________, 1994, before me personally came ___________________________, to me known, who, being by me duly sworn, did depose and say that [HE --SHE] is ____________________________________________ _______ of _______________________________, one of the corporations or limited partnerships described in and which executed the foregoing instrument; that [HE
- -- SHE] knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that [HE -- SHE] signed [HIS -- HER] name thereto by like authority.

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EXHIBIT 4.5
Draft of September 28, 1994
GUARANTEE AGREEMENT
GUARANTEE AGREEMENT (this "Guarantee"), dated as of ____________, 1994, is executed and delivered by Best Buy Co., Inc., a corporation organized under the laws of the State of Minnesota ("Best Buy"), for the benefit of the Holders (as hereinafter defined) from time to time of the Preferred Securities (as hereinafter defined) of Best Buy Capital, L.P., a Delaware limited partnership ("Best Buy Capital" or the "Partnership").
WHEREAS, Best Buy Capital is issuing up to ________ shares of its ___% Convertible Monthly Income Preferred Securities, with a liquidation preference of $__ per share (the "Preferred Securities"), and Best Buy desires to issue this Guarantee for the benefit of the Holders, as provided herein;
WHEREAS, Best Buy Capital will purchase the Subordinated Debentures (as hereinafter defined) issued pursuant to the Indenture (as hereinafter defined) with substantially all of the proceeds from the issuance and sale of the Preferred Securities and its other partnership interests (the "Partnership Interests"); and
WHEREAS, Best Buy desires hereby to unconditionally and irrevocably agree, to the extent set forth herein, to pay to the Holders the Guarantee Payments (as hereinafter defined) and to perform the other obligations set forth herein.
NOW, THEREFORE, in consideration of the purchase by each Holder of the Preferred Securities, which purchase Best Buy hereby agrees shall benefit Best Buy, Best Buy executes and delivers this Guarantee for the benefit of the Holders.
Article I
DEFINITIONS
As used in this Guarantee, the terms set forth below shall, unless the context otherwise requires, have the following meanings. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Limited Partnership Agreement of Best Buy Capital L.P., dated as of ________, 1994 (the "Limited Partnership Agreement").
1.1 "Additional Dividends" means Dividends that shall be declared and paid by the Partnership on any Dividend arrearages in respect of the Preferred Securities at the rate of __% per annum compounded monthly.

1.2 "Bank Agreement" means the Credit Agreement dated as of August __, 1994, between Best Buy and First Bank National Association, as such Agreement may hereafter be amended, restated, supplemented or otherwise modified from time to time, together with all other documents executed in connection therewith.
1.3 "Best Buy Common Stock" shall mean the shares of common stock, par value $.10 per share, of Best Buy.
1.4 "Best Buy Preferred Stock" shall mean the Series __ Cumulative Convertible Preferred Stock of Best Buy, liquidation preference $ __ per share.
1.5 "Capital Lease Obligation" of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Indebtedness arrangements conveying the right to use) real or personal property of such Person which is required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person in accordance with generally accepted accounting principles. The stated maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.
1.6 "Conversion Agent" shall mean ______________ and its successors, acting as agent of the Holders in effecting the conversion of Preferred Securities into shares of Best Buy Common Stock or the exchange of Preferred Securities for Depositary Shares, in each case as and in the manner set forth in the Limited Partnership Agreement.
1.7 "Deposit Agreement" shall mean the Deposit Agreement dated as of _____________, 1994, among Best Buy, ______________, and the holders from time to time of the Depositary Receipts.
1.8 "Depositary" shall mean ___________________ and its successors and assignor.
1.9 "Depositary Receipt" shall mean one of the depositary receipts, issued by the Depositary under the Deposit Agreement, each representing any number of whole Depositary Shares.
1.10 "Depositary Share" shall mean one of the depositary shares, each representing a one one-hundredth (1/100th) interest in a share of Best Buy Preferred Stock deposited with the Depositary pursuant to the Deposit Agreement.
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1.11 "Dividends" means the cumulative cash distributions from the Partnership with respect to the Interests represented by the Preferred Securities, accruing from the first Closing Date and payable monthly in arrears on the last day of each calendar month of the year, commencing _____________, 1994.
1.12 "General Partner" means Best Buy in its capacity as general partner in Best Buy Capital or any permitted successor general partner in Best Buy Capital admitted as such pursuant to the applicable provisions of the Limited Partnership Agreement.
1.13 "Guarantee" by any Person shall mean (for purposes of the definitions of Incur and Senior Indebtedness herein) any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the holder of such Indebtedness of the payment of such Indebtedness, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness (and "Guaranteed," "Guaranteeing" and "Guarantor" shall have meanings correlative to the foregoing); PROVIDED, HOWEVER, that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business.
1.14 "Guarantee Payments" shall mean the following payments, without duplication, to the extent not paid by Best Buy Capital: (a) any accumulated and unpaid Dividends (including any Additional Dividends accrued thereon) which have been theretofore declared on the Preferred Securities from funds legally available therefor; (b) the Redemption Price (including all accumulated and unpaid Dividends and distributions) payable with respect to Preferred Securities called for redemption by Best Buy Capital out of funds legally available therefor; and (c) upon a liquidation of Best Buy Capital, the lesser of (i) the Liquidation Distribution and (ii) the amount of assets of Best Buy Capital available for distribution to Holders in liquidation of Best Buy Capital.
1.15 "Holder" shall mean any holder from time to time of any Preferred Securities of Best Buy Capital; PROVIDED, HOWEVER, that in determining whether the Holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include
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Best Buy or any Subsidiary thereof, either directly or indirectly.
1.16 "Incur" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to generally accepted accounting principles or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings correlative to the foregoing); PROVIDED, HOWEVER, that a change in generally accepted accounting principles that results in an obligation of such Person that exists at such time becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness.
1.17 "Indebtedness" means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, (i) all Indebtedness described in clauses (i)-(vii) of the definition of Senior Indebtedness (all references to Best Buy in such definition being deemed to refer to such Person) and (ii) the maximum fixed redemption of repurchase price of Redeemable Interests of such Person at the time of determination.
1.18 "Indenture" shall mean the Indenture dated as of ___________, 1994, between Best Buy, Best Buy Capital and ______ _________________________.
1.19 "Liquidation Distribution" shall mean the aggregate of the stated liquidation preference of $__ per Preferred Security and all accumulated and unpaid dividends and distributions (whether or not declared) to the date of payment, including any Additional Dividends accrued thereon.
1.20 "Redeemable Interest" of any Person means any equity security of or other ownership interest in such Person that by its terms or otherwise is required to be redeemed prior to the stated maturity of the principal of the Subordinated Debentures or is or may be redeemable at the option of the holder thereof at any time prior to the stated maturity of the principal of the Subordinated Debentures; PROVIDED, HOWEVER, that interests which are redeemable solely for any equity security of or other ownership interest in such Person that by its terms or otherwise is not required to be redeemed prior to the stated maturity of the principal of the Subordinated Debentures shall not constitute Redeemable Interests.
1.21 "Redemption Price" shall have the meaning ascribed to such term in the Limited Partnership Agreement.
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1.22 "Senior Indebtedness" shall mean the principal of, premium, if any, interest on and any other payment due pursuant to any of the following, whether Incurred on or prior to the date hereof or hereafter Incurred:
(i) all obligations of Best Buy for money borrowed (including all obligations of Best Buy under the Bank Agreement, including all reborrowings, if any, by Best Buy);
(ii) all obligations of Best Buy evidenced by notes, debentures, bonds or other similar instruments, including obligations Incurred in connection with the acquisition of property, assets or businesses;
(iii) all Capital Lease Obligations of Best Buy;
(iv) all reimbursement obligations of Best Buy with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of Best Buy;
(v) all obligations of Best Buy issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable, accrued liabilities resulting from the sale of extended service plans, or accrued liabilities arising in the ordinary course of business);
(vi) all payment obligations of Best Buy under interest rate swap or similar agreements or foreign currency hedge, exchange or similar agreements at the time of determination, including any such obligations Incurred by Best Buy solely to act as a hedge against increases in interest rates that may occur under the terms of other outstanding variable or floating rate Indebtedness of Best Buy;
(vii) all obligations of Best Buy under secured inventory financing credit lines;
(viii) all obligations under master lease transactions pursuant to which Best Buy or any of its subsidiaries are treated as the owner of the subject property for federal income tax purposes;
(ix) all obligations of the type referred to in clauses (i) through (viii) above of another Person and all dividends of another Person the payment of which, in either case, Best Buy has assumed or Guaranteed or for which Best Buy is responsible or liable, directly or indirectly, jointly or severally, as obligor, Guarantor or otherwise; and
(x) all amendments, modifications, renewals, extensions, refinancings, replacements and refundings by Best Buy of any such Indebtedness referred to in clauses (i) through (viii) above (and of any such amended, modified, renewed, extended, refinanced, refunded or replaced Indebtedness); and
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PROVIDED, HOWEVER, that the following shall not constitute Senior Indebtedness: (A) any Indebtedness owed to a Person when such Person is a Subsidiary of Best Buy, (B) any Indebtedness which by the terms of the instrument creating or evidencing the same expressly provides that it is not superior in right of payment to the Subordinated Debentures, or (C) any Indebtedness to the extent Incurred in violation of the Indenture. For purposes of this definition, "Indebtedness" includes any obligation to pay principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Best Buy whether or not a claim for post-petition interest is allowed in such proceeding). Such Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.
1.23 "Subordinated Debentures" shall mean the ___% Convertible Subordinated Debentures issued pursuant to the Indenture and sold by Best Buy to the Partnership in connection with the issuance and sale by the Partnership of the Preferred Securities. The Subordinated Debentures will evidence the loan to be made by the Partnership to Best Buy from time to time of the proceeds received by the Partnership from the issuance and sale of the Preferred Securities and substantially all of the Partnership Interests.
1.24 "Subsidiary" of any Person means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries, or by such Person and one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.
Article II
GUARANTEE
2.1 GENERAL. Best Buy irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments, as and when due (except to the extent paid by Best Buy Capital), regardless of any defense, right of set-off or counterclaim which Best Buy Capital may have or assert. This Guarantee is continuing, irrevocable, unconditional and absolute. Best Buy's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by Best Buy to the Holders or by causing Best Buy Capital to pay such amounts to the Holders.
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2.2 WAIVER OF CERTAIN RIGHTS. Best Buy hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.
2.3 OBLIGATIONS NOT AFFECTED. The obligations, covenants, agreements and duties of Best Buy under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by Best Buy Capital of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by Best Buy Capital;
(b) the extension of time for the payment by Best Buy Capital of all or any portion of the Dividends, distributions, Additional Dividends, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities;
(c) any, failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of Best Buy Capital granting indulgence or extension of any kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, Best Buy Capital or any of the assets of Best Buy Capital;
(e) any invalidity of, or defect or deficiency in, any of the Preferred Securities; or
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred.
There shall be no obligation of the Holders to give notice to, or obtain any consent of, Best Buy with respect to the happening of any of the foregoing.
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2.4 HOLDERS MAY PROCEED DIRECTLY AGAINST BEST BUY. This Guarantee is a guarantee of payment and not of collection. A Holder may enforce this Guarantee directly against Best Buy, and Best Buy waives any right or remedy to require that any action be brought against Best Buy Capital or any other person or entity before proceeding against Best Buy. Subject to Section 2.5 hereof, all waivers herein contained shall be without prejudice to the Holders' right at the Holders' option to proceed against Best Buy Capital, whether by separate action or by joinder. Best Buy agrees that this Guarantee shall not be discharged except by payment of the Guarantee Payments in full.
2.5 SUBROGATION. Best Buy shall be subrogated to all (if any) rights of the Holders against Best Buy Capital in respect of any amounts paid to the Holders by Best Buy under this Guarantee and shall have the right to waive payment of any amount of dividends or distributions in respect of which payment has been made to the Holders by Best Buy pursuant to Section 2.1 hereof; PROVIDED, HOWEVER, that Best Buy shall not (except to the extent required by mandatory provisions of law) exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of a payment under this Guarantee, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to Best Buy in violation of the preceding sentence, Best Buy agrees to pay over such amount to the Holders.
2.6 INDEPENDENT OBLIGATIONS. Best Buy acknowledges that its obligations hereunder are independent of the obligations of Best Buy Capital with respect to the Preferred Securities and that Best Buy shall be liable as principal and sole debtor under this Guarantee to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (f), inclusive, of Section 2.3 hereof.
2.7 TERMINATION. This Guarantee shall terminate and be of no further force and effect upon full payment of the Redemption Price of all Preferred Securities, upon full payment of the amounts payable to the Holders upon liquidation of Best Buy Capital or upon the conversion or exchange (in the manner provided in the Limited Partnership Agreement) of all Subordinated Debentures into Best Buy Common Stock or Depositary Shares representing Best Buy Preferred Stock, as the case may be, and the distribution of such stock or Depositary Shares to the Holders of the Preferred Securities then outstanding; PROVIDED, HOWEVER, that this Guarantee shall continue to be effective or shall be reinstated, as the case may be, if at any time any Holder of Preferred Securities must restore payment of any sums paid under the Preferred Securities or under this Guarantee for any reason whatsoever. Best Buy agrees to indemnify each Holder
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and hold it harmless from and against any loss it may suffer in such circumstances.
Article III
CERTAIN COVENANTS OF BEST BUY
3.1 DIVIDENDS AND OTHER PAYMENTS. So long as any Preferred Securities remain outstanding, neither Best Buy, nor any Subsidiary of Best Buy, shall declare or pay any dividend or distribution on, or redeem, purchase or otherwise acquire or make a liquidation payment with respect to, any of its capital stock (other than as a result of a reclassification of capital stock or the exchange or conversion of one class or series of capital stock for another class or series of capital stock) or make any guarantee payments with respect to the foregoing (other than payments under this Guarantee or dividends or guarantee payments to Best Buy by a majority-owned subsidiary of Best Buy), if at such time Best Buy shall be in default with respect to its payment or other obligations hereunder or there shall have occurred any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Subordinated Debentures. Best Buy shall take all actions necessary to ensure the compliance of its subsidiaries with this Section 3.1.
3.2 CERTAIN OTHER COVENANTS. Best Buy covenants that, so long as any Preferred Securities remain outstanding: (a) to maintain direct 100% ownership of the Partnership Interests and any other interests in Best Buy Capital other than the Preferred Securities; (b) to cause at least 21% of the total value of Best Buy Capital and at least 21% of all interest in the capital, income, gain, loss, deduction and credit of Best Buy Capital to be held by Best Buy as a General Partner; (c) not to voluntarily dissolve, wind up or liquidate itself or Best Buy Capital; (d) to remain the General Partner of Best Buy Capital and to timely perform all of its duties as General Partner (including the duty to cause Best Buy Capital to declare and pay dividends on the Preferred Securities), unless a permitted successor General Partner is appointed pursuant to the Limited Partnership Agreement; and (e) subject to the terms of the Preferred Securities, to use reasonable efforts to cause Best Buy Capital to remain a Delaware limited partnership and otherwise continue to be treated as a partnership for United States federal income tax purposes.
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Article IV
SUBORDINATION
4.1 SUBORDINATION. Best Buy covenants and agrees that this Guarantee constitutes an unsecured obligation of Best Buy ranking (i) subordinate and junior in right of payment to all Senior Indebtedness of Best Buy, (ii) PARI PASSU with the most senior preferred shares now or hereafter issued by Best Buy and with any guarantee now or hereafter entered into by Best Buy in respect of any preferred or preference stock of any affiliate of Best Buy and (iii) senior to Best Buy Common Stock and any other class or series of capital stock issued by Best Buy or any of its affiliates which by its express terms ranks junior in the payment of dividends and amounts on liquidation, dissolution and winding-up to the Preferred Securities.
Article V
CONVERSION AND EXCHANGE OF PREFERRED SECURITIES
5.1 ISSUANCE OF BEST BUY COMMON STOCK. Best Buy hereby agrees that, upon the request of the Conversion Agent, on behalf of one or more Holders of Preferred Securities, to convert Subordinated Debentures into Best Buy Common Stock pursuant to the request of such Holders to effect such conversion in accordance with the terms of the Limited Partnership Agreement, Best Buy shall deliver to the Conversion Agent certificates representing the full number of shares of Best Buy Common Stock issuable upon conversion of such Subordinated Debentures in accordance with the terms of the Indenture and such Subordinated Debentures. Best Buy has reserved and will keep available for issuance, solely for the purpose of affecting the conversion of the Subordinated Debentures, the full number of shares of Best Buy Common Stock deliverable by the Conversion Agent to the Holders upon the conversion of all outstanding Preferred Securities not theretofore converted by the Holders.
5.2 VALIDITY OF BEST BUY COMMON STOCK. All shares of Best Buy Common Stock delivered by Best Buy upon such conversion will be duly and validly issued and fully paid and nonassessable.
5.3 ISSUANCE OF BEST BUY PREFERRED STOCK AND DEPOSITARY SHARES. Best Buy hereby agrees, upon the making of an Exchange Election by the Holders of a majority in outstanding liquidation preference of the Preferred Securities in accordance with the terms of the Limited Partnership Agreement, to issue one one-hundredth (1/100th) of a share of Best Buy Preferred Stock in respect of each $50 principal amount of Subordinated Debentures then outstanding. Best Buy further agrees to deposit as soon as may be practicable after the Exchange Election the full number of
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shares of Best Buy Preferred Stock so issuable with the Depositary and to deliver to the Conversion Agent the Depositary Receipts representing Depositary Shares issued in respect of the deposited shares of Best Buy Preferred Stock. Best Buy shall reserve and keep available for issuance, solely for the purpose of effecting such exchange, the full number of shares of Best Buy Preferred Stock issuable upon exchange of all outstanding Preferred Securities.
5.4 VALIDITY OF BEST BUY PREFERRED STOCK AND DEPOSITARY SHARES. All shares of Best Buy Preferred Stock issued by Best Buy upon such exchange will be duly and validly issued and fully paid and nonassessable. Upon due issuance by the Depositary of Depositary Receipts evidencing the Depositary Shares against the deposit of shares of Best Buy Preferred Stock in accordance with the provisions of the Deposit Agreement, such Depositary Receipts will be duly and validly issued and will entitle the holders thereof to the rights specified in such Depositary Receipts and in the Deposit Agreement.
5.5 TERMINATION OF OBLIGATION TO ISSUE BEST BUY COMMON STOCK AND BEST BUY PREFERRED STOCK. Best Buy's obligations under this Article V to issue Best Buy Common Stock shall terminate upon the termination of the right of Holders of Preferred Securities to request the Conversion Agent to effect such conversion as set forth in the Limited Partnership Agreement and, with respect to a particular Holder, upon such conversion. Best Buy's obligations under this Article V to issue Best Buy Preferred Stock shall terminate upon the termination of the right of Holders of Preferred Securities to make an Exchange Election as set forth in the Limited Partnership Agreement and upon such exchange.
Article VI
MISCELLANEOUS
6.1 THIRD PARTY BENEFICIARIES. All of Best Buy's obligations under this Guarantee shall be directly enforceable by the Holders from time to time of the Preferred Securities. Each Holder of Preferred Securities is an intended third-party beneficiary of this Guarantee.
6.2 SUCCESSORS AND ASSIGNS. All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of Best Buy and shall inure to the benefit of the Holders. Except as permitted by Section 6.4, Best Buy shall not assign its rights or delegate its obligations hereunder without the prior approval of the Holders of not less than 66-2/3% of the aggregate liquidation preference of all Preferred Securities then outstanding.
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6.3 AMENDMENTS. Except with respect to any changes which do not adversely affect the rights of Holders (in any of which cases no vote will be required), this Guarantee may only be amended by an instrument in writing signed by Best Buy with the prior approval of the Holders of not less than 66-2/3% of the aggregate liquidation preference of all Preferred Securities then outstanding.
6.4 MERGER OR CONSOLIDATION. Best Buy may, without the consent of any Holders of Preferred Securities, merge or consolidate with or into another entity or may permit another entity to merge or consolidate with or into Best Buy, or may sell, transfer or lease all or substantially all of Best Buy's assets to another entity, if (a) at such time no Event of Default (as defined in the Indenture) shall have occurred and be continuing, or would occur as a result of such merger, consolidation, sale, transfer or lease and (b) the successor is an entity organized under the laws of the United States or any state thereof, becomes the General Partner, assumes all of Best Buy's obligations under this Guarantee and has a net worth equal to at least 10% of the total capital contributions in Best Buy Capital.
6.5 NOTICES. Any notice, request or other communication required or permitted to be given hereunder to Best Buy shall be given in writing by delivering the same against receipt therefor by registered mail, hand delivery, facsimile transmission (confirmed by registered mail) or telex, addressed to Best Buy, as follows (and if so given, shall be deemed given when mailed; upon receipt of facsimile confirmation, if sent by facsimile transmission; or upon receipt of an answer-back, if sent by telex):
Best Buy Co., Inc.
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344 Attention:
Telecopy: (612) 947-2706
Any notice, request or other communication required or permitted to be given hereunder to the Holders shall be given by Best Buy in the same manner as notices are sent by Best Buy Capital to the Holders.
6.6 GENDERS. The masculine and neuter genders used herein shall include the masculine, feminine and neuter genders.
6.7 GUARANTEE NOT SEPARATELY TRANSFERABLE. This Guarantee is solely for the benefit of the Holders and is not separately transferable from the Preferred Securities.
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6.8 GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
6.9 SEVERABILITY. In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
6.10 HEADINGS. The Article and section headings herein are for convenience only and shall not affect the construction hereof.
IN WITNESS WHEREOF, Best Buy has caused this Guarantee to be duly executed as of the day and year first above written.
BEST BUY CO., INC.
By:

Name:

Title:
ATTEST:

Secretary

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EXHIBIT 4.6
Draft of September 28, 1994
DEPOSIT AGREEMENT
 dated as of _______, 1994
among
BEST BUY CO., INC.,
 a Minnesota corporation,
___________________,
a ____________ trust company,
AND THE HOLDERS FROM TIME TO TIME
OF THE RECEIPTS DESCRIBED HEREIN.
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series A Cumulative Convertible Preferred Stock, par value $1.00 per share, of BEST BUY CO., INC. with the Depositary (as defined herein) for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts (as defined herein) by the Depositary evidencing Depositary Shares (as defined herein) in respect of the Stock (as defined herein) so deposited; and
WHEREAS, the Receipts are to be substantially in the form of EXHIBIT A hereto, with appropriate insertions, modifications and omissions as provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises contained herein and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement and the Receipts (as defined herein):
"Certificate" shall mean the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Department of State of the State of Minnesota establishing the Stock as a series of preferred stock of the Company, as it may be amended from time to time in accordance with its terms.

"Common Stock" shall mean the Company's Common Stock, par value $.10 per share.
"Company" shall mean Best Buy Co., Inc., a Minnesota corporation, and its successors.
"Deposit Agreement" shall mean this Deposit Agreement as amended or supplemented from time to time in accordance with the terms hereof.
"Depositary" shall mean ____________________, a _____________ trust company, and any successor Depositary hereunder.
"Depositary Shares" shall mean the Depositary Shares, each representing a one-one hundreth (1/100th) interest in a share of Stock and evidenced by a Receipt.
"Depositary's Agent" shall mean an agent appointed by the Depositary pursuant to Section 7.05.
"Depositary's Office" shall mean the principal office of the Depositary at which at any particular time its depositary business shall be administered.
"Receipt" shall mean one of the depositary receipts, whether in definitive or temporary form, issued hereunder by the Depositary, each representing any number of whole Depositary Shares.
"Record Holder" or "Holder" with respect to a Receipt shall mean the individual, entity or person in whose name a Receipt is registered on the books of the Depositary or any register of any Registrar maintained for such purpose at a given time.
"Registrar" shall mean any bank or trust company that shall be appointed by the Depositary to register ownership and transfers of Receipts as herein provided and may include the Depositary.
"Stock" shall mean shares of the Company's Series A Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $5,000.00 per share).
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ARTICLE II
FORM OF RECEIPTS; DEPOSIT OF STOCK; EXECUTION AND DELIVERY,
TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS
SECTION 2.01. FORM AND TRANSFER OF RECEIPTS. Definitive Receipts shall be engraved or printed or lithographed with steel-engraved borders and shall be substantially in the form set forth in EXHIBIT A hereto, with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Company delivered in compliance with Section 2.02, shall execute and deliver temporary Receipts, which shall be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Depositary's Office, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts registered in the name (and only the name) of the holder of the temporary Receipt. Such exchange shall be made at the Company's expense and without any charge therefor to the holder. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement, and with respect to the Stock, as definitive Receipts.
Receipts shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; PROVIDED, that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by manual signature of a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been
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executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by facsimile signature of a duly authorized officer of the Depositary and countersigned manually by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. The manual or facsimile signatures of individuals who were at any time proper officers of the Depositary or the Registrar, as the case may be, shall constitute adequate signatures hereunder, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of Receipts bearing such signatures or did not hold such offices on the date of delivery of such Receipts.
Receipts shall be in denominations of any number of whole Depositary Shares.
Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary and approved by the Company or required to comply with any applicable law or regulation or with the rules and regulations of any securities exchange upon which the Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject.
Title to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is properly endorsed, or accompanied by a properly executed instrument of transfer, shall be transferable by delivery of such Receipt with the same effect as if such receipt were a negotiable instrument; PROVIDED, HOWEVER, that until transfer of a Receipt shall be registered on the books of the Registrar, on behalf of the Depositary, as provided in Section 2.04, the Depositary may, notwithstanding any notice to the contrary, treat the record holder as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions with respect to the Stock or to any notice provided for in this Deposit Agreement and for all other purposes.
The Depositary shall not lend any Stock deposited hereunder.
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SECTION 2.02. DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS IN RESPECT THEREOF. Subject to the terms and conditions of this Deposit Agreement, the Company may from time to time deposit shares of Stock with the Depositary under this Deposit Agreement by delivery to the Depositary of a certificate or certificates representing the Stock to be deposited; PROVIDED, HOWEVER, that other than in the case of splits, combinations or other reclassifications affecting the Stock, or in the case of dividends or other distributions of Stock, if any, there shall be deposited with the Depositary hereunder not more than __________ shares of Stock. Such certificate or certificates representing the Stock shall be properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, and together with a written order of the Company directing the Depositary to execute and deliver to the person or persons named in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Stock.
All Stock deposited by the Company with the Depositary shall be held by the Depositary at the Depositary's Office or at such other place or places as the Depositary shall determine.
If required by the Depositary, Stock presented for deposit at any time (except for the initial deposit of Stock and any subsequent deposit by the Company), whether or not the register of stockholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Stock or to receive other property that any person in whose name the Stock is or has been registered may thereafter receive upon or in respect of such deposited Stock, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.
Upon receipt by the Depositary of a certificate or certificates representing Stock deposited with the Depositary by the Company in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Stock so
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deposited on the books of the Company in the name of the Depositary, the Depositary shall execute and deliver, to the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares relating to the Stock so deposited. Such Receipt or Receipts shall be registered by the Depositary or the Registrar in such name or names as may be requested by the person or persons named in the written order of the Company delivered to the Depositary. The Depositary shall execute and deliver such Receipts at the Depositary's Office or such other offices, if any, as such person may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. In each case, delivery will be made only upon payment by the Company to the Depositary of all taxes and other governmental charges and any fees payable in connection with such deposit and the transfer of the deposited Stock.
The Company shall deliver to the Depositary from time to time such quantities of blank Receipts as the Depositary may request to enable it to perform its obligations under this Deposit Agreement.
SECTION 2.03. REDEMPTION OF STOCK. Whenever the Company shall elect to redeem shares of Stock in accordance with the provisions of the Certificate, it shall (unless otherwise agreed in writing with the Depositary) mail notice to the Depositary of such redemption, by first-class mail, postage prepaid, on the same date on which the Company first publicly announces such redemption which date shall not be less than 30 days prior to the date of such redemption. On the date of such redemption, provided that the Company shall then have deposited with the Depositary a number of shares of Common Stock required pursuant to the Certificate in order to effect a redemption of the number of shares of Stock specified in the notice of redemption and any other amounts per share payable with respect to the Stock, the Depositary shall redeem the Depositary Shares relating to such Stock. The Depositary shall provide notice of such redemption and the simultaneous redemption of the number of Depositary Shares relating to the Stock to be redeemed to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed on the record date fixed pursuant to Section 4.04 hereof by first-class mail, postage prepaid, at the addresses of such holders as they appear on the records of the Depositary, or by publication in THE WALL
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STREET JOURNAL or THE NEW YORK TIMES, or if neither such newspaper is then being published, any other daily newspaper of national circulation, not less than 30 and not more than 60 days prior to the date fixed for redemption of such Stock and Depositary Shares (the "Redemption Date") and in no case later than four business days after the Company first publicly announces such redemption. If the Depositary elects to provide such notice by publication, it shall also promptly mail notice of such redemption to the holders of the Depositary Shares to be redeemed. Neither failure to mail any such notice to one or more such holders nor any defect in any notice or in the mailing thereof to one or more such holders shall affect the validity of the proceedings for redemption of any Depositary Shares as to other holders. Each such notice of redemption provided by the Depositary to the holder shall state, as appropriate: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to, be so redeemed and the method by which the Depositary Shares will be chosen for redemption; (iii) the redemption price per Depositary Share (expressed as a number of shares of Common Stock) and any other amounts per share payable with respect to the Depositary Shares; (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for certificates representing shares of Common Stock; (v) the then-current conversion price; and (vi) that dividends in respect of the Stock to be redeemed, which are represented by the Depositary Shares to be redeemed, will cease to accrue at the close of business on such Redemption Date, except as otherwise provided in the Certificate. If less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata as may be determined by the Depositary.
Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to deliver to the Depositary certificates representing a number of shares of Common Stock sufficient to redeem the shares of Stock to be redeemed by it or any other amounts per share payable with respect to the Stock as set forth in the Company's notice provided for in the preceding paragraph), all dividends in respect of the shares of Stock so called for redemption shall cease to accrue (except as otherwise provided in the Certificate), the Depositary Shares being redeemed shall be deemed no
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longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the number of shares of Common Stock required to redeem such Depositary Shares and any other amounts per Share payable with respect to the Stock) shall, to the extent of such Depositary Shares, cease and terminate and, upon surrender in accordance with such notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary for a number of shares of Common Stock per Depositary Share equal to 1/100th of the number of shares of Common Stock required by the Certificate to be delivered in respect of one share of Stock plus all money and other property, if any, underlying such Depositary Shares, including all amounts paid by the Company in respect of dividends that, on the Redemption Date, have accrued on the shares of Stock to be so redeemed and relate to dividend periods ending on or prior to the Redemption Date or to the extent provided in the Certificate, to the dividend period ending after the Redemption Date, and have not theretofore been paid.
If less than all the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the delivery of a number of shares of Common Stock sufficient to redeem the shares of Stock to be redeemed and any other amounts per share payable with respect to the Stock, a new Receipt evidencing such number of Depositary Shares as were evidenced by such prior Receipt and not called for redemption.
The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the close of business on the day the Company first publicly announces the redemption of Stock and ending at the close of business on the day the Depositary mails the notices of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part, except as provided in the preceding paragraph of this Section 2.03.
Upon any redemption, the Company shall deliver to the Depositary certificates representing a number of shares of Common Stock required by the Certificate in order to effect the redemption of the number of shares of Stock
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specified in the notice of redemption mailed by the Company to the Depositary pursuant to this Section 2.03 and a sufficient amount of immediately available funds to pay any other amounts per share payable with respect to the Stock. The shares of Common Stock so delivered shall be duly executed by proper officers of the Company and duly countersigned by the transfer agent and registrar for the Common Stock and shall be registered in such names as the Depositary shall request. The Depositary shall deliver to each holder of a Receipt surrendered for redemption a number of shares of Common Stock equal to the number required by the Certificate to effect a redemption of the number of Depositary Shares evidenced by such Receipt to be redeemed. The Company shall bear all costs and expenses associated with the exchange of the Receipts for shares of Common Stock.
If the shares of Common Stock are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for redemption, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for redemption be accompanied by a properly executed instrument of transfer or endorsement properly executed in blank.
No fractional shares of Common Stock shall be issuable upon redemption of Stock underlying the Depositary Shares. If any holder of Receipts surrendered for redemption would be entitled to a fractional share of Common Stock upon such redemption, the Company shall cause to be delivered to such holder an amount of money for such fractional shares as provided in the Certificate.
SECTION 2.04. REGISTRATION OF TRANSFER OF RECEIPTS. Subject to the terms and conditions of this Deposit Agreement, the Registrar, on behalf of the Depositary, shall register on its books transfers of Receipts from time to time upon notice to the Registrar by the Depositary of the surrender of a Receipt for transfer by the holder in person or by duly authorized attorney, which Receipt in each case must be properly endorsed or accompanied by a properly executed instrument of transfer or endorsement together with evidence of the payment of any transfer taxes as may be required by law. Upon surrender of a properly endorsed Receipt or a Receipt accompanied by an instrument of transfer or endorsement, the Depositary shall
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execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the transferee named in the endorsement or instrument of transfer.
SECTION 2.05. SPLIT-UPS AND COMBINATIONS OF RECEIPTS, SURRENDER OF RECEIPTS AND WITHDRAWAL OF STOCK. Upon surrender of a Receipt or Receipts at the Depositary's Office or at such other office as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, the Depositary will execute and deliver a new Receipt or Receipts to the holder thereof or to such holder's order in the denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered. The Depositary shall give prompt notice of such action and the certificate numbers to the Registrar for the purpose of recording such split-up or consolidation.
Any holder of at least ___________ Depositary Shares which have not been previously called for redemption may withdraw the number of whole shares of Stock underlying such Depositary Shares and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts at the Depositary's Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive Depositary Shares therefor. If the Receipt or Receipts delivered by the holder to the Depositary in connection with such withdrawal shall evidence in the aggregate a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Stock and such money and other property, if any, to be so withdrawn, deliver to such holder, or (subject to Sections 2.04 and 3.02) upon his order, a new Receipt evidencing such excess number of Depositary Shares. Delivery of the Stock and the money and other property being withdrawn may be made by the delivery of such certificates,
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documents of title and other instruments as the Depositary may deem appropriate.
If the Stock and the money and other property being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Stock, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank.
Delivery of the Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary's Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.
SECTION 2.06. LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND EXCHANGE OF RECEIPTS. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any taxes, charges or expenses payable by the holder of a Receipt pursuant to Sections 3.02 and 5.07, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature and may also require compliance with the rules and regulations of any governmental body, any stock exchange or any applicable self-regulatory body, including, without limitation, the National Association of Securities Dealers, Inc. (the "NASD") or such procedures, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement.
The delivery of Receipts against Stock deposited with the Depositary may be suspended, the registration of transfer Receipts may be refused and the registration of transfer, surrender, exchange, split-up or combination of outstanding Receipts may be suspended and the deposit of
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Stock may be refused (i) during any period when the register of stockholders Company is closed or (ii) if any such action is deemed necessary by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement of law or of any government, governmental body or commission, stock exchange or the NASD.
SECTION 2.07. LOST RECEIPTS, ETC. If any mutilated Receipt is surrendered to the Depositary, the Depositary shall execute and deliver in exchange therefor a new Receipt of like form and tenor in exchange and substitution for such mutilated Receipt. In case any Receipt shall be destroyed, lost or stolen, the Depositary shall execute and deliver a Receipt to the holder thereof of like form and tenor in exchange and substitution for such destroyed as lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of such holder's ownership thereof and (ii) the holder's furnishing the Depositary with reasonable indemnification satisfactory to such Depositary and (iii) payment of any expenses including fees, charges and expenses of the Depositary in connection with such execution and delivery. Every new Receipt issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Receipt shall constitute an original additional contractual obligation under this Deposit Agreement, whether or not the mutilated, destroyed, lost or stolen Receipt shall be at any time enforceable by anyone.
SECTION 2.08. CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS. All Receipts surrendered to the Depositary or any Depositary's Agent shall be canceled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized to destroy all Receipts so cancelled.
SECTION 2.09. STOCK PURCHASE PLANS. Upon receipt of instructions from the Company, the Depositary shall take such action as shall be reasonable to permit the record holders of the Depositary Shares to participate in any dividend reinvestment or other stock purchase plan sponsored by the Company that permits the participation by such holders on such terms and conditions as the Company may determine.
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SECTION 2.10. CONVERSION OF STOCK INTO COMMON STOCK. Receipts may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced thereby into whole shares of Common Stock at the conversion price then in effect for the Stock (and, therefore, for the Depositary Shares) specified in the Certificate, as such conversion price may be adjusted by the Company from time to time as provided in the Certificate. Subject to the terms and conditions of this Deposit Agreement and the Certificate, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may surrender such Receipt or Receipts at the Depositary's Office or to such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive payment in lieu of such fractional shares of Common Stock otherwise issuable. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Receipts so delivered.
Upon receipt by the Depositary of a Receipt or Receipts, together with notice of conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed, the Depositary shall instruct the Company to cause (i) the conversion of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in the written notice to the Depositary and (ii) the delivery to the holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends
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and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder is entitled. Upon such conversions the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent for the Stock for cancellation the shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted.
If any Stock shall be called by the Company for redemption, the Depositary Shares representing such Stock may be converted into Common Stock, as provided in this Deposit Agreement until and including, but not after, the close of business on the Redemption Date unless the Company shall default in making payment of the shares of Common Stock and other amounts payable upon such redemption, in which case the Depositary Shares representing such Stock may continue to be converted into Common Stock until and including, but not after, the close of business on the date on which the Company makes full payment of the shares of Common Stock and other amounts payable on such redemption. Upon receipt by the Depositary of a Receipt or Receipts, together with a properly completed and executed notice of conversion, representing any Stock called for redemption, the shares of Stock held by the Depositary represented by such Depositary Shares for which conversion is requested shall be deemed to have been received by the Company for conversion as of the close of business on the date of such receipt.
The record holder of Depositary Shares on any dividend payment record date established by the Depositary pursuant to Section 4.04 shall be entitled to receive the dividend payable with respect to such Depositary Shares on the corresponding dividend payment date notwithstanding the subsequent conversion of the shares of Stock to which such Depositary Shares relate. If a share of Stock is converted
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between the record date with respect to any dividend payment on the Stock and the next succeeding dividend payment date, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock (except for Depositary Shares converted after the issuance of a notice of redemption with respect to a Redemption Date during such period which shall be entitled to such dividend on the dividend payment date) shall pay to the Depositary an amount equal to the dividend payable on such dividend payment date on the Depositary Shares represented by the Receipts being surrendered for conversion. Any holder of Receipts on a dividend payment record date who (or whose transferee) surrenders the Receipts with instructions to the Depositary for conversion of the underlying Stock on the corresponding dividend payment date will receive the dividend payable with respect to the Depositary Shares underlying such Receipts and will not be required to include payment of the amount of such dividend upon surrender of the Receipts for conversion.
Upon the conversion of any shares of Stock for which a request for conversion has been made by the holder of Depositary Shares representing such shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein and any cash payable on account of accrued dividends and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.08 hereof.
No fractional shares of Common Stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall cause to be delivered to such holder an amount in cash for such fractional share as provided in the Certificate.
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ARTICLE III
CERTAIN OBLIGATIONS OF THE HOLDERS
OF RECEIPTS AND THE COMPANY
SECTION 3.01. FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. Except for the initial deposit of Stock by the Company and any subsequent deposit by the Company, any person presenting Stock for deposit or any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to obtain such guaranties of signature, to execute such certificates and to make such customary representations and warranties consistent with the terms of the Stock as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of transfer, conversion, redemption or exchange, of any Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made.
SECTION 3.02. PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES. Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and expenses as provided in Section 5.07. Registration of transfer of any Receipt and delivery of all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or all or any part of the Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of such Receipt remaining liable for any deficiency.
SECTION 3.03. WARRANTY AS TO STOCK. The Company hereby represents and warrants to the Depositary that the Stock, when issued, will be validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts.
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SECTION 3.04. COVENANTS AND WARRANTIES AS TO COMMON STOCK. The Company covenants that it will keep reserved or otherwise available a sufficient number of authorized and unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, to meet conversion requirements in respect of the Stock and that it will give written notice to the Depositary of any adjustments in the conversion price as set forth in the Certificate. The Company represents and warrants that the Common Stock issued upon conversion or redemption of Stock, when issued, will be validly issued, fully paid and nonassessable. Such representation and warranty shall survive the conversion or redemption of the Stock into such Common Stock.
ARTICLE IV
THE DEPOSITED SECURITIES; NOTICES
SECTION 4.01. CASH DISTRIBUTIONS. Whenever the Depositary shall receive any cash dividend or other cash distribution with respect to the Stock, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts, as nearly as practicable, of such dividend or distribution as are applicable to the number of Depositary Shares evidenced by the Receipts held by such holders; PROVIDED, HOWEVER, that if the Company or the Depositary shall be required to withhold and shall withhold any monies from any cash dividend or other cash distribution in respect of the Stock on account of taxes or as otherwise required by law, regulation or court order, the distribution in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of Receipts then outstanding.
SECTION 4.02. DISTRIBUTIONS OTHER THAN CASH. Whenever the Depositary shall receive any property (including securities) for distribution in a form other than cash with respect to the Stock, the Depositary shall,
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subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts, as nearly as practicable, of such property (including securities) received by it as are applicable to the number of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If, in the opinion of the Depositary, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or that Depositary withhold an amount on account of taxes or as otherwise required by law, regulation or court order) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale of the property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts in accordance with the provisions of
Section 4.01 for a distribution received in cash.
SECTION 4.03. SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES. If the Company shall at any time offer or cause to be offered to the persons in whose names Stock is recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; PROVIDED, HOWEVER, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Company, in any case where the Depositary has determined
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that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sales shall be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by
Section 4.01 in the case of a distribution received in cash.
If any action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees with the Depositary that the Company will use its best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.
SECTION 4.04. NOTICE OF DIVIDENDS, ETC.; FIXING OF RECORD DATE FOR HOLDERS OF RECEIPTS. Whenever any cash dividend or other cash distribution shall become payable or any distribution of property (including securities) other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of (i) any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, or (ii) any election on the part of the Company to redeem any shares of Stock, the Depositary, in each such instance, shall fix a record date (which shall be the same date as the record date fixed by the Company with respect to the Stock) for the determination of the holders of Receipts who shall be entitled hereunder to receive a distribution in respect of such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or to receive notice of such meeting.
SECTION 4.05. VOTING RIGHTS. Upon receipt of notice of any meeting at which the holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the holders
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of record at the close of business on the specified record date fixed pursuant to Section 4.04 will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock (or portion thereof) underlying their respective Depositary Shares and (iii) a brief statement to the manner in which such instructions may be given. Upon the written request of the holders of Receipts on the applicable record date, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted, in accordance with the instructions forth in such requests, the votes relating to the shares of stock (or portion thereof) underlying the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Company hereby agrees to take all necessary action in order to enable the Depositary to vote such Stock (or portion thereof) or cause such Stock (or portion thereof) to be voted. Absent specific instructions from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Stock (or portion thereof) underlying the Depositary Shares evidenced by such Receipt.
SECTION 4.06. CHANGES AFFECTING DEPOSITED SECURITIES AND RECLASSIFICATIONS, RECAPITALIZATIONS, ETC. Upon any change in par or stated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger, amalgamation or consolidation to which the Company is a party or sale of all or substantially all of the Company's assets (each of the foregoing being referred to herein as a "Transaction"), the Depositary may with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as to retain as nearly as possible the percentage ownership interest in Stock of holders of Receipts immediately prior to such event, (i) make such adjustments in (a) the fraction of an interest in one share of Stock underlying one Depositary Share,
(b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock and (c) the ratio of the conversion price per Depositary Share to the conversion price of a share of Stock, in each case as may be necessary to reflect fully the effects of such Transaction, and (ii) treat any securities received by the Depositary in exchange for, upon conversion or in respect of, the Stock as new deposited securities so received in exchange for, or upon conversion or in respect of, the Stock. In any such case
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the Depositary may, with the approval of the Company, execute and deliver additional Receipts, or may call for surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities.
Anything to the contrary herein or in the Receipt notwithstanding, holders of Receipts shall have the right from and after the effective date of any such Transaction, to the extent that holders of Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Stock into or for other stock, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which such Stock represented by such Receipts has been converted or for which such Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction.
SECTION 4.07. INSPECTION OF REPORTS. The Depositary shall make available for inspection by holders of Receipts during normal business hours at the Depositary's office, and at such other places as it may from time to time deem advisable, any reports and communications received from the Company that are both received by the Depositary as the holder of Stock and made generally available to the holders of Stock.
SECTION 4.08. LIST OF RECEIPT HOLDERS. Promptly upon request by, and at the expense of, the Company, the Depositary shall furnish to it a list, as of a specified date, of the names and addresses of all persons in whose names Receipts are registered on the books of the Depositary, and the amount of Stock represented thereby.
ARTICLE V
THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
THE REGISTRAR AND THE COMPANY
SECTION 5.01. MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER BOOKS BY THE DEPOSITARY; REGISTRAR. Upon execution of this Deposit Agreement, the Depositary shall maintain, at the Depositary's Office, facilities for the execution and delivery, registration and registration of
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transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement.
The Depositary shall, with the approval of the Company, appoint a Registrar for registration of such Receipts or Depositary Shares in accordance with any requirements of any applicable stock exchange in which the Receipts or the Depositary Shares are listed. Such Registrar (which may be the Depositary if so permitted by the requirements of such exchange) may be removed and a substitute Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, the Depositary Shares or the Stock are listed on one or more other stock exchanges, the Depositary will, at the request of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable stock exchange regulation.
The Registrar shall maintain books at the Depositary's Office for the registration and registration of transfer of Receipts or at such other place as shall be approved by the Company and of which the holders of Receipts shall have reasonable notice, which books at all reasonable times during normal business hour shall be open for inspection by the record holders of Receipts; PROVIDED, that any such holder requesting to exercise such rights shall certify in writing to the Registrar that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts.
The Depositary may cause the Registrar to close the books with respect to the Receipts, at any time or from time to time, when the register of stockholders of the Company is closed with respect to the Stock or when such action is deemed necessary or advisable by the Depositary, any Depositary's Agent or the Company because of any requirement of law or of any government, governmental body or commission, stock exchange or any applicable self-regulatory body, including, without limitation, the NASD.
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SECTION 5.02. PREVENTION OF OR DELAY IN PERFORMANCE BY THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or by reason of any provision, present or future, of the Company's Amended and Restated Certificate of Incorporation (including the Certificate of Amendment) or by reason of any act of God, war or civil disorder, failure of power, fire or other casualty damage or governmental requirements or restrictions, the Depositary, the Depositary's Agent, the Registrar or the Company shall be prevented, delayed or forbidden from doing or performing any act or thing that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability or be subject to any obligation (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, except in the event of the gross negligence or willful misconduct of the party charged with such exercise or failure to exercise.
SECTION 5.03. OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts that in its opinion may involve it in expense or liability unless indemnity satisfactory to such party against all such expense and liability be furnished as often as required.
Neither the Depositary nor any Depositary's Agent nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or any failure to act by it with respect to this Deposit Agreement
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in reliance upon the written advice of legal counsel or accountants, or information from any person presenting stock for deposit, any holder of a Receipt or other persons believed to be authorized or competent and on documents believed to be genuine. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Depositary undertakes, and shall cause any Registrar to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement using its best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or any Depositary's Agent due to its or their negligence or bad faith.
The Depositary, its parent, affiliates or subsidiaries, any Depositary's Agent and the Company (to the extent permitted by law) may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary, its parent, affiliates or subsidiaries, and any Depositary's Agent may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares, the Receipts (except its counter signature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein except the number of Depositary Shares represented by such Receipts.
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The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares or as to the value of the Depositary Shares. The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.
SECTION 5.04. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR DEPOSITARY. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to resign delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.
The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.
If the Depositary acting hereunder shall at any time resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder and agreeing to become a party to this Deposit Agreement, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any monies or property held hereunder to such
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successor and shall deliver to such successor a list of the record holders of all outstanding Receipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts.
Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted, or to which the Depositary may sell all or substantially all its assets, shall be the successor of such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.
SECTION 5.05. CORPORATE NOTICES AND REPORTS. The Company agrees that it will deliver to the Depositary and the Depositary will, promptly after receipt thereof, transmit to the record holders of Receipts, in each case at the address furnished to it pursuant to Section 4.08, all notices and reports (including, without limitation, financial statements) required by law, the rules of any national securities exchange upon which the Stock, the Depositary Shares or the Receipts are listed or by the Company's Amended and Restated Certificate of Incorporation (including the Certificate of Amendment) or By-laws to be furnished by the Company to holders of Stock. Such transmission will be at the Company's expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to record holders of Receipts at the Company's expense such other documents as may be requested by the Company.
SECTION 5.06. INDEMNIFICATION BY THE COMPANY. The Company shall indemnify the Depositary, any Depositary's Agent and any Registrar against, and hold each of them harmless from, any loss, liability or expense (including the reasonable costs and expenses of defending itself) that may arise out of (i) acts performed or omitted in connection with this Deposit Agreement and the Receipts (a) by the Depositary, any Registrar or any of their respective agents (including any Depositary's Agent) except for any liability arising out of gross negligence or willful misconduct on the respective parts of any such person or persons, or (b) by the Company or any of its agents, or (ii) the offer, sale or registration of the Depositary Shares, Receipts or the Stock pursuant to the provisions hereof. This indemnification does not extend in favor of holders of Receipts.
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SECTION 5.07. CHARGES AND EXPENSES. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares, the redemption of the Stock at the option of the Company and the issuance of shares of Common Stock upon the surrender of Receipts for conversion. All other transfer and other taxes and governmental charges shall be at the expense of holders of Depositary Shares. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses. All other charges and expenses of the Depositary and any Depositary's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be payable by the Company only after prior consultation and agreement between the Depositary and the Company and consent by the Company to the incurrence of such expenses, which consent shall not be unreasonably withheld. The Depositary shall present any statement for charges and expenses to the Company promptly, unless the Company shall agree otherwise.
ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.01. AMENDMENT. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; PROVIDED, HOWEVER, that no such amendment that shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such amendment shall have been approved by the holders of at least 66-2/3% of the Depositary Shares then outstanding. Every holder of an outstanding Receipt at the time any amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. [In no event shall any amendment impair the right, subject to the provisions of Sections 2.05 and 2.06 hereof, of any owner of any Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to cause the conversion of
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such Receipt into Common Stock or to deliver to the holder the Stock and all money, and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, the NASD or any applicable stock exchange.]
SECTION 6.02. TERMINATION. This Agreement may be terminated by the Company or the Depositary only after (i) all outstanding Depositary Shares shall have been redeemed pursuant to Section 2.03, (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Depositary Shares pursuant to
Section 4.01 or 4.02, as applicable, or (iii) each share of Stock shall been converted into shares of Common Stock.
Upon the termination of this Deposit Agreement, the parties hereto shall be discharged from all obligations under this Deposit Agreement except for their respective obligations under Sections 5.03, 5.06 and 5.07.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. COUNTERPARTS. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all of which counterparts taken together shall constitute one and the same instrument.
SECTION 7.02. EXCLUSIVE BENEFIT OF PARTIES. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.
SECTION 7.03. INVALIDITY OF PROVISIONS. If any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or modified thereby.
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SECTION 7.04. NOTICES. All notices hereunder shall be deemed given by a party hereto if in writing and delivered personally or by telegram or facsimile transmission or by registered or certified mail (return receipt requested) to the other party at the following address for such party (or at such other address as shall be specified by like notice):
If to the Company to:
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344
Telecopy: (612) 947-2706 Attention:
If to the Depositary to:
Telecopy:
Attention:
Any and all notices to be given to any record holder of a Receipt hereunder or under the Receipts shall be deemed given if in writing and delivered personally or by telegram or facsimile transmission or by registered or certified mail (return receipt requested) addressed to such record holder at the address of such record holder as it appears on the books of the Depositary, or if such holder shall have timely filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request.
Delivery of a notice sent by mail or by telegram, telecopy or telex shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a telegram or telex message) is deposited, postage prepaid, in a post office letter box. The Depositary or the Company may, however, act upon any telegram or telecopy message received by it from the other or from any holder of a Receipt, notwithstanding that such telegram or telecopy message shall not subsequently be confirmed by letter or as aforesaid.
SECTION 7.05. DEPOSITARY'S AGENTS. The Depositary may from time to time appoint any Depositary's Agent to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate
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the appointment of such Depositary's Agents. The Depositary will promptly notify the Company of any such action.
SECTION 7.06. HOLDERS OF RECEIPTS ARE PARTIES. By acceptance of delivery of the Receipts, any holder of such Receipt from time to time shall be deemed to have agreed to become a party to this Deposit Agreement and to be bound by all of the terms and conditions hereof and of the Receipts to the same extent as though such person executed this Agreement.
SECTION 7.07. GOVERNING LAW. THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).
SECTION 7.08. INSPECTION OF DEPOSIT AGREEMENT. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary's Agents and shall be open to inspection during business hours at the Depositary's Office and the respective offices of the Depositary's Agents, if any, by any holder of a Receipt.
SECTION 7.09. HEADINGS. The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in EXHIBIT A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.
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IN WITNESS WHEREOF, the Company and the Depositary have caused their duly authorized officers to execute and deliver this Deposit Agreement as of the day and year first above set forth, and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.
BEST BUY CO., INC.
By:

Authorized officer
[DEPOSITARY]
By:
 Authorized Officer

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EXHIBIT A
DEPOSITARY RECEIPT
FOR
DEPOSITARY SHARES
EACH REPRESENTING AN INTEREST IN ONE-ONE HUNDRETH
 (1/100th) OF
A SHARE OF Series A CONVERTIBLE PREFERRED
STOCK
 (Par Value $1.00 Per Share)

OF
BEST BUY CO., INC.
 (Incorporated under the Laws of the State of Minnesota)

......................................... Depositary Shares (each Depositary Share represents an interest in one-one hundreth (1/100th) of a share of Series A Convertible Preferred Stock (par value $1.00 per share))
The Company will furnish to any holder of a Receipt without charge, upon request addressed to its executive office or the office of its transfer agent, a full statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each authorized class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights.
____________________________, a trust company duly organized and existing under the laws of the State of ________, with an office at the time of the execution of the Deposit Agreement (as defined below) at ___________________, as Depositary (the "Depositary"), hereby certifies that is the registered owner of Depositary Shares ("Depositary Shares"), each Depositary Share representing an interest in one-one hundreth (1/100th) of a share of Series A Cumulative Convertible Preferred Stock, par value $1.00 per share (the "Stock"), Best Buy Co., Inc., a corporation duly organized and existing under the laws of the State of Minnesota (the "Company"). Subject to the terms of the Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, through the Depositary to all the rights and preferences of the Stock relating thereto, including dividend, voting, conversion, redemption and liquidation rights and preferences contained in the

Certificate of Designations, Preferences and Rights of Series ___ Convertible Preferred Stock adopted by the Company's Board of Directors setting for the number, terms, powers, designations, rights, preferences, qualifications, restrictions and limitations of the Stock (the "Certificate"), copies of which are on file at the Depositary's Office.
1. THE DEPOSIT AGREEMENT. Depositary Receipts (the "Receipts"), of which this Receipt is one, are made available upon the terms and conditions set forth in the Deposit Agreement, dated as of ____________, 1994 (the "Deposit Agreement"), among the Company, the Depositary and all holders from time to time of Receipts. The Deposit Agreement (copies of which are on file at the Depositary's Office) sets forth the rights of holders of Receipts and the rights and duties of the Depositary and the Company in respect of the Stock deposited, and any and all other property and cash deposited from time to time, thereunder. The statements made on the face and the reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are subject to the detailed provisions thereof, to which reference is hereby made. Unless otherwise expressly herein provided, all capitalized and undefined terms used herein shall have the meaning ascribed thereto in the Deposit Agreement.
2. REDEMPTION. Whenever the Company shall elect, under the Certificate relating to the Stock, to redeem shares of Stock, it shall (unless otherwise agreed in writing with the Depositary) mail notice to the Depositary of such redemption, by first class mail, postage prepaid on the same date on which the Company, first publicly announces such redemption which date shall not be less than 30 days prior to the date of such redemption. The Depositary shall provide notice of such redemption and the simultaneous redemption of the corresponding Depositary Shares relating to the Stock to be redeemed to the holders of record of Receipts representing the number of Depositary Shares to be redeemed by first class mail, postage prepaid, at the addresses of such holders as they appear on the records of the Depositary, or by publication in THE WALL STREET JOURNAL or THE NEW YORK TIMES, or if neither newspaper is then being published, any other daily newspaper of national circulation, not less than 30 and not more than 60 days prior to the date fixed for redemption and in no case later than four business days after the Company first publicly announces such redemption. If the Depositary elects to
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provide such notice by publication, it shall also promptly mail notice of such redemption to the holders of the Depositary Shares to be redeemed. Each such notice shall state, as appropriate: (a) the date of such proposed redemption;
(b) the number of Depositary Shares to be redeemed; (c) the redemption price per Depositary Share (expressed as a number of shares of Common Stock) and any other amounts per share payable with respect to the Depositary Shares; (d) the place or places where Receipts evidencing Depositary Shares are to be surrendered for certificates representing shares of Common Stock; (e) the then-current conversion price, and (f) that dividends in respect of the Stock underlying the Depositary Shares to be redeemed will cease to accumulate at the close of business on such redemption date, except as otherwise provided in the Certificate. If less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata or such other means as may be determined by the Depositary. From and after the date set for redemption, all dividends in respect of the Depositary Shares so called for redemption shall cease to accrue (except as otherwise provided in the Certificate), such Depositary Shares shall no longer be deemed outstanding and all rights of the holders of Receipts representing such Depositary Shares (except the right to receive the number of shares of Common Stock required to redeem such Depositary Shares and any other amounts payable with respect to the Depositary Shares) shall cease and terminate. From and after the redemption date, upon surrender in accordance with the redemption notice of the Receipts representing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary for the number of shares of Common Stock per Depositary Share equal to ___________ of the number of shares of Common Stock required by the certificate to be delivered in respect of one share of Stock plus any money or other property relating thereto.
3. TRANSFER, SPLIT-UPS, COMBINATIONS. This Receipt is transferable on the books of the Depositary upon surrender of this Receipt to the Depositary, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, and upon such transfer the Depositary shall execute a new Receipt to or upon the order of the person entitled thereto, as provided in the Deposit Agreement. This Receipt may be split into other Receipts or combined with other Receipts into one Receipt, representing
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the same aggregate number of Depositary Shares as the Receipt or Receipts surrendered. Any holder of at least one thousand (1,000) Depositary Shares which have not been previously called for redemption may withdraw the number of whole shares of Stock underlying such Depositary Shares and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts at the Depositary's Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, holders of such whole shares will not be entitled to deposit such Stock and receive Depository Shares therefor.
4. CONVERSION RIGHTS. This Receipt may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced thereby into whole shares of Common Stock at the conversion price then in effect for the Stock (and, therefore, for the Depositary Shares) specified in the Certificate, as such conversion price may be adjusted by the Company from time to time as provided in the Certificate. Subject to the terms and conditions of the Deposit Agreement and the Certificate, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may surrender such Receipt or Receipts at the Depositary's Office or to such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive payment in lieu of such fractional shares of Common Stock otherwise issuable.
Upon receipt by the Depositary of a Receipt or Receipts, together with notice of conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock into Common Stock and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed, the Depositary shall
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instruct the Company (i) to cause the conversion of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in the written notice to the Depositary and (ii) to cause the delivery to the holders of such Receipts a certificate or certificates evidencing the number of whole shares of Common Stock, and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends or in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder is entitled. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent for the Stock for cancellation the shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted.
If any Stock shall be called by the Company for redemption, the Depositary Shares representing such Stock may be converted into Common Stock as provided in the Deposit Agreement until and including, but not after, the close of business on the Redemption Date unless the Company shall default in making payment of the amount payable upon such redemption, in which case the Depositary Shares representing such Stock may continue to be converted into Common Stock until and including, but not after, the close of business on the date on which the Company makes full payment of the amount payable on such redemption. Upon receipt by the Depositary of a Receipt or Receipts, together with a properly completed and executed notice of conversion, representing any Stock called for redemption, the shares of Stock held by the Depositary represented by such Depositary Shares for which conversion is requested shall be deemed to have been received by the Company for conversion as of the close of business on the date of such receipt.
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The holder of Depositary Shares on any dividend payment record date established by the Depositary shall be entitled to receive the dividend payable with respect to such Depositary Shares on the corresponding dividend payment date notwithstanding the subsequent conversion of the shares of Stock to which such Depositary Shares relate. If a share of Stock is converted between the record date with respect to any dividend payment on the Stock and the next succeeding dividend payment date, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock (other than Receipts representing Depositary Shares converted after the issuance of a notice of redemption with respect to a redemption date during such period which shall be entitled to such dividend on the dividend payment date) shall pay to the Depositary an amount equal to the dividend payable on such dividend payment date on the Depositary Shares represented by the Receipts being surrendered for conversion. Any holder of Receipts on a dividend payment record date who (or whose transferee) surrenders the Receipts with instructions to the Depositary for conversion of the underlying Stock on the corresponding dividend payment date will receive the dividend payment date will receive the dividend payable with respect to the Depositary Shares underlying such Receipts and will not be required to include payment of the amount of such dividend upon surrender of the Receipts for conversion.
Upon the conversion of any shares of Stock for which a request for conversion has been made by the holder of Depositary Shares representing such shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein and any cash payable on account of accrued dividends and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled.
5. SUSPENSION OF DELIVERY, TRANSFER, ETC. The transfer, split-up, combination or surrender of this Receipt may be suspended and except as otherwise provided in the Deposit Agreement, the deposit of Stock may be refused during any period when the register of stockholders of the Company is closed, or if any such action is deemed necessary or advisable by the Depositary, any agent of the Depositary
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or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement.
6. WARRANTY BY COMPANY. The Company has warranted that the Stock when issued and any shares of Common Stock issuable upon redemption or conversion of the Stock, will be validly issued, fully paid and nonassessable.
7. AMENDMENT. The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; PROVIDED, HOWEVER, that no such amendment that shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such amendment shall have been approved by the holders of at least 66 2/3% of the Depositary Shares then outstanding. A holder of a Receipt at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby.
8. CHARGES OF DEPOSITARY. The Company will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements, all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares, the redemption of the Stock at the option of the Company and the issuance of shares of Common Stock upon the surrender of Receipts for conversion. All other transfer and other taxes and other governmental charges shall be at the expense of holders of Depositary Shares.
9. TITLE TO RECEIPTS. This Receipt (and the Depositary Shares evidenced hereby), when properly endorsed or accompanied by a properly executed instrument of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument; PROVIDED, HOWEVER, that until transfer of a Receipt shall be registered on the books of the Registrar, on behalf of the Depositary, the Depositary may, notwithstanding any notice to the contrary, treat the recordholder hereof at such time as the absolute owner hereof for the purpose of determining the person entitled to distributions of dividends or other
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distributions or to any notice provided for in the Deposit Agreement, and for all other purposes.
10. DIVIDENDS AND DISTRIBUTIONS. Whenever the Depositary receives any cash dividend or other cash distribution on the Stock, the Depositary will, subject to the provisions of the Deposit Agreement, make such distribution to the Receipt holders as nearly as practicable in proportion to the number of Depositary Shares held by them; PROVIDED, HOWEVER, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary on account of taxes or as otherwise required pursuant to law, regulations or court order. Other distributions received on the Stock may by distributed to holders of Receipts as provided in the Deposit Agreement.
11. FIXING OF RECORD DATE. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered with respect to Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, the Depositary shall in each instance fix a record date (which shall be the record date fixed by the Company with respect to the Stock), for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences, privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting.
12. VOTING RIGHTS. Upon receipt of notice of any meeting at which holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice which shall be provided by the Company which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement informing holders of record at the close of business on a specified record date that they may instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock (or portion thereof) relating to their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall endeavor
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insofar as practicable to vote to cause to be voted the amount of Stock (or portion thereof) relating to such Receipt in accordance with the instructions set forth in such request. Absent specific instructions from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Stock (or portion thereof) underlying the Depositary Shares evidenced by such Receipt.
13. CHANGES AFFECTING DEPOSITED SECURITIES. Upon any change in par or stated value, split-up, combination or any, other reclassification of the Stock or upon any recapitalization, reorganization, merger, amalgamation or consolidation to which the Company is a party, or upon the sale of all or substantially all the Company's assets, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as to retain as nearly as possible the percentage ownership interest in Stock of holders of Receipts immediately prior to such event, (i) make such adjustments in (x) the fraction of an interest in one share of Stock underlying one Depositary Share, (y) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock and (z) the ratio of the conversion price per Depositary Share to the conversion price of a share of Stock, in each case as may be necessary fully to reflect the effects of such change, and (ii) treat any securities received by the Depositary in exchange for, or upon conversion or in respect of, the Stock as new deposited securities so received in exchange for, or upon conversion or in respect of, such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities.
Anything to the contrary herein or in the Depositary Agreement notwithstanding, holders of Receipts shall have the right from and after the effective date of any such transaction, to the extent that holders of Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Stock into or for other stock, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby
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only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts has been converted or for which such Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction.
14. LIABILITY AND OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS OR THE COMPANY. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or by reason of any provision, present of future, of the Company's Certificate of Incorporation (including the Certificate) or by reason of any act of God, war or civil disorder, failure of power, fire or other casualty damage or governmental requirements or restrictions, the Depositary, the Depositary's Agent, the Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing that the terms of the Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability or be subject to any obligation (i) by reason of nonperformance or delay, caused as aforesaid, in performance of any act or thing that the terms of the Deposit Agreement provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, except in the event of the gross negligence or willful misconduct of the party charged with such exercise or failure to exercise. Neither the Depositary nor any Depositary's Agent nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in the Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect to the Stock, the Depositary Shares or the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished. The Deposit Agreement contains various other exculpatory, indemnification and related provisions, to which reference is hereby made.
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15. RESIGNATION AND REMOVAL OF DEPOSITARY. The Depositary may at any time (i) resign by written notice of its election so to resign delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment, or (ii) be removed by the Company, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment.
16. TERMINATION OF DEPOSIT AGREEMENT. The Deposit Agreement may be terminated by the Company or the Depositary upon or after the occurrence of any of the following events: (i) all outstanding Depositary Shares shall have been redeemed; (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts; or (iii) each share of Stock shall have been converted into shares of Common Stock.
17. GOVERNING LAW. THIS RECEIPT AND THE DEPOSIT AGREEMENT AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).
This receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose unless this Receipt shall have been authenticated, manually or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by facsimile signature of a duly authorized officer of the Depositary and, if authenticated by facsimile signature of the Depositary, shall have been countersigned manually by such Registrar by the signature of a duly authorized officer.
THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY DEPOSITED STOCK. THE DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE FOREGOING DESCRIPTION, WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT THAT APPEARS IN THE DEPOSITARY RECEIPTS. THE DEPOSITARY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY STOCK AT ANY TIME DEPOSITED WITH THE
-11-

DEPOSITARY HEREUNDER OR OF THE DEPOSITARY SHARES, OR AS TO THE VALUE OF THE DEPOSITARY SHARES.
Dated:
[DEPOSITARY]
By:
 Authorized Officer

-12-

NOTICE OF CONVERSION
The undersigned hereby irrevocably exercises the option to convert this Receipt or a portion hereof below designated into shares of Common Stock of Best Buy Co., Inc. in accordance with the terms of the Certificate referred to in this Receipt, and directs the Depositary to instruct the Company that the shares of Common Stock issuable and deliverable upon the conversion, together with any check in payment of accrued and unpaid dividends or in lieu of fractional shares, and any Receipts representing any unconverted Depositary Shares be issued and delivered to the undersigned unless, in the case of such shares of Common Stock or Receipts, a different name has been indicated below. If shares of Common Stock or Receipts are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Dated:_______________               ____________________________________________

                                    Signature of Holder (must conform in all
                                    respects to the name of the Holder appearing
                                    on the face hereof)	

Signature Guaranteed By:

Number of Depositary Shares
to be Converted

-13-

Fill in for registration of shares of Common Stock and/or Receipts if to be issued otherwise than to Holder.

____________________________        Social Security or Other
      (Name)                        Taxpayer Identifying Number

____________________________        __________________________
      (Address)

____________________________
Print name and address
(including zip code number)	

-14-

COMMON STOCK
NUMBER PAR VALUE $.10
NU SHARES
INCORPORATED UNDER
THE LAWS OF THE STATE
OF MINNESOTA
CUSIP 086516 10 1
SEE REVERSE FOR CERTAIN DEFINITIONS
BEST BUY CO., INC.
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK OR IN CHICAGO, ILLINOIS
THIS CERTIFIES THAT
SPECIMEN
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK
BEST BUY CO., INC. TRANSFERABLE IN PERSON OR BY DULY AUTHORIZED ATTORNEY ON THE BOOKS OF THE CORPORATION UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO ALL THE TERMS, CONDITIONS AND LIMITATIONS OF THE ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.
WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.
DATED:
COUNTERSIGNED AND REGISTERED.
HARRIS TRUST AND SAVINGS BANK
TRANSFER AGENT AND REGISTRAR

                        /S/ Richard M. Schulze    /s/Elliot S. Kaplan
AUTHORIZED SIGNATURE   FOUNDER, CHAIRMAN AND CEO      SECRETARY	

BEST BUY
SUPERSTORES
BEST BUY CO., INC.
CORPORATE
SEAL
MINNESOTA

THE BOARD OF DIRECTORS OF THIS CORPORATION HAS THE AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK OTHER THAN COMMON STOCK. THIS CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON WRITTEN REQUEST SENT TO ITS PRINCIPAL EXECUTIVE OFFICES, AND WITHOUT CHARGE, A FULL STATEMENT OF THE BOARD'S AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK AS WELL AS THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES THEN OUTSTANDING OR AUTHORIZED TO BE ISSUED.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common   UNIF GIFT MIN ACT - ........Custodian.......
                                                      (Cust)          (Minor)
TEN ENT - as tenants by the entireties           under Uniform Gifts to Minors

JT TEN  - as joint tenants with right
          of survivorship and not as             Act.........................
          tenants in common                                (State)	

Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/_____________________________________/ ________________________________________

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

__________________________________________________________________________SHARES
OF CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT _____________________________________________
ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED, _________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEE:

EXHIBIT 5.2
[ROBINS, KAPLAN, MILLER & CIRESI LETTERHEAD]
September 30, 1994
Best Buy Co., Inc.
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344
Best Buy Capital, L.P.
c/o Best Buy Co., Inc.
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-3 pertaining to up to 4,600,000 ____% Convertible Monthly Income Preferred Securities
Ladies and Gentlemen:
We are acting as special federal income tax counsel for Best Buy Co., Inc. ("Best Buy") and Best Buy Capital, L.P. ("Best Buy Capital") in connection with the registration of up to 4,600,000 ____% Convertible Monthly Income Preferred Securities (the "Preferred Securities") pursuant to a registration statement on Form S-3 (the "Registration Statement") filed today by Best Buy and Best Buy Capital with the Securities and Exchange Commission. In connection therewith, we have participated in the preparation of, and have reviewed, the prospectus (the "Prospectus") included in the Registration Statement.
We have examined and relied upon the Registration Statement and, in each case as filed with the Registration Statement, the form of the Amended and Restated Agreement of Limited Partnership of Best Buy Capital, L.P., the form of the Indenture among Best Buy and Best Buy Capital and a trustee to be named (the "Indenture"), the form of the convertible subordinated debentures to be issued and sold by Best Buy to Best Buy Capital under the Indenture, and the Guarantee Agreement of Best Buy (collectively, the "Operative Documents").

Best Buy Co., Inc.
Best Buy Capital, L.P.
September 30, 1994
Based on the foregoing and assuming that the Operative Documents are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Operative Documents in fact occur in accordance with the terms thereof, we hereby confirm that the discussion set forth in the Prospectus under the caption "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" accurately describes, subject to the limitations stated therein, the material federal income tax considerations relevant to the purchase, ownership and disposition of the Preferred Securities by United States Holders (as defined in the Prospectus).
We hereby consent to the use of this letter as an exhibit to the Registration Statement and to the use of our name under the caption "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" in the Prospectus.
Very truly yours,
Robins, Kaplan, Miller & Ciresi

EXHIBIT 12
BEST BUY CO., INC.
STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

                                                                                                                    SIX MONTHS
                                                                         FISCAL PERIODS ENDED                          ENDED
                                                         ----------------------------------------------------   -------------------
                                                         MARCH 3,   MARCH 2,   FEB. 29,   FEB. 27,   FEB. 28,   AUG. 28,   AUG. 27,
                                                           1990       1991       1992       1993       1994       1993       1994
                                                         --------   --------   --------   --------   --------   --------   --------
PRETAX EARNINGS.......................................     9,473      7,390     15,361     32,025     68,378     14,815     19,570
FIXED CHARGES
  Interest Expense....................................     4,043      4,494      4,910      5,181     10,897      2,665     10,142
  Interest Capitalized................................                  129         67        503        279         40      1,438
  Portion of rent expense considered representative of
   an interest factor.................................     3,432      4,564      5,514      7,721     12,557      5,343      8,700
                                                         --------   --------   --------   --------   --------   --------   --------
TOTAL FIXED CHARGES                                        7,475      9,187     10,491     13,405     23,733      8,048     20,280
                                                         --------   --------   --------   --------   --------   --------   --------
PREFERRED DIVIDENDS...................................      -          -          -          -          -          -          -
EARNINGS FOR COMPUTATION(1)...........................    16,948     16,448     25,785     44,927     91,832     22,823     38,412
                                                         --------   --------   --------   --------   --------   --------   --------
                                                         --------   --------   --------   --------   --------   --------   --------
RATIO.................................................      2.27       1.79       2.46       3.35       3.87       2.84       1.89
                                                         --------   --------   --------   --------   --------   --------   --------
                                                         --------   --------   --------   --------   --------   --------   --------
- ------------------------------
(1)  Includes  pretax  earnings  plus  fixed  charges  exclusive  of capitalized
     interest

EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Best Buy Co., Inc.
Minneapolis, Minnesota
We consent to the incorporation by reference in this Registration Statement of Best Buy Co., Inc. on Form S-3 of the reports of Deloitte & Touche dated April 13, 1994, appearing and incorporated by reference in the Annual Report on Form 10-K of Best Buy Co., Inc. for the year ended February 26, 1994 and to the use of our report dated April 13, 1994, appearing in the prospectus, which is part of this Registration Statement. Such reports express an unqualified opinion and include an explanatory paragraph regarding a change in accounting method for income taxes during the year ended February 26, 1994.
We also consent to the reference to us under the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
September 28, 1994

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

ARTICLE 5	
The schedule contains financial information extracted from the financial statements for the periods indicated and is qualified in its entirety by reference to such financial statements.	
MULTIPLIER: 1,000	

		
PERIOD TYPE	6 MOS	12 MOS	
FISCAL YEAR END	FEB 25 1995	FEB 26 1994	
PERIOD START	FEB 27 1994	FEB 28 1993	
PERIOD END	AUG 27 1994	FEB 26 1994	
CASH	47,427	59,872	
SECURITIES	0	0	
RECEIVABLES	75,823	52,944	
ALLOWANCES	0	0	
INVENTORY	863,500	637,950	
CURRENT ASSETS	1,018,846	764,610	
PP&E	312,412	233,492	
DEPRECIATION	77,286	60,768	
TOTAL ASSETS	1,270,905	952,494	
CURRENT LIABILITIES	700,359	402,028	
BONDS	211,013	210,811	
COMMON	4,207	2,087	
PREFERRED MANDATORY	0	0	
PREFERRED	0	0	
OTHER SE	323,439	309,357	
TOTAL LIABILITY AND EQUITY	1,270,905	952,493	
SALES	1,782,575	3,006,534	
TOTAL REVENUES	1,782,575	3,006,534	
CGS	1,531,439	2,549,609	
TOTAL COSTS	1,531,439	2,549,609	
OTHER EXPENSES	221,791	379,747	
LOSS PROVISION	0	0	
INTEREST EXPENSE	9,775	8,800	
INCOME PRETAX	19,570	68,378	
INCOME TAX	7,729	26,668	
INCOME CONTINUING	11,841	41,710	
DISCONTINUED	0	0	
EXTRAORDINARY	0	0	
CHANGES	0	(425)	
NET INCOME	11,841	41,285	
EPS PRIMARY	0.27	1.00	
EPS DILUTED	0.27	1.00