Exhibit 4.1


 


FIRST
AMENDMENT, dated as of June 17, 2008 (this “Amendment”), to the
CREDIT AGREEMENT, dated as of September 19, 2007 (the “Credit Agreement”),
among BEST BUY CO., INC., a Minnesota corporation (the “Borrower”), the
Subsidiary Guarantors party thereto, the Lenders party thereto and JPMORGAN
CHASE BANK, N.A., as Administrative Agent. Terms defined in the Credit
Agreement shall be used in this Amendment with their defined meanings unless
otherwise defined herein.


 


W I T N E S S E T H :


 


WHEREAS,
the Borrower has requested that the Lenders enter into this Amendment; and


 


WHEREAS,
each of the parties hereto is willing to enter into this Amendment on the terms
and subject to the conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:


 


I. AMENDMENTS
TO CREDIT AGREEMENT.


 


Effective
as of the Amendment Effective Date (as defined below), the Credit Agreement
shall be amended as follows:


 


1.   References Generally.
References in the Credit Agreement (including references to the Credit
Agreement as amended hereby) to “this Agreement” (and indirect references such
as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be
references to the Credit Agreement as amended hereby.


 


2.   Amendment to Section 1.01
— New Definitions. Section 1.01 of the Credit Agreement is hereby
amended by adding the following definitions in the appropriate alphabetical
order:


 


“Foreign Subsidiary” means any Subsidiary of the Borrower that
is not organized under the laws of the United States of America or any
jurisdiction therein.


 


“Initial Purchase Price” means the initial purchase price paid
by the Borrower with respect to its acquisition of 50% of the Equity Interests
in UK Distribution Holdings as disclosed in the Borrower’s Exchange Act
disclosure documents filed with the Securities and Exchange Commission on Forms
10K, 10Q or 8K (or their equivalents).


 


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


 


“Investments” means, for any Person: (a) the acquisition
(whether for cash, property, services or securities or otherwise) of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of, or the making of any capital contribution to, any other
Person or any agreement to make any such acquisition, (b) the making of
any deposit with, or advance, loan or other extension of credit to, any other
Person (including the purchase of property


 

















 


from
another Person subject to an understanding or agreement, contingent or
otherwise, to resell such property to such Person), and (c) the entering
into of any Guarantee of, or other contingent obligation with respect to,
Indebtedness or other liabilities of any other Person (provided that for
purposes of Section 7.08, the amount of any such Guarantee or contingent
obligation shall equal the then outstanding amount of the Indebtedness or other
liabilities subject thereto).


 


“Receivables” means all rights of the Borrower or any of its
Subsidiaries to payments (whether constituting accounts, chattel paper,
instruments, general intangibles or otherwise, and including the right to
payment of any interest or finance charges), which rights are identified (or,
in the case of future rights to payments, are expected to be identified) in the
accounting records of  the
Borrower or such Subsidiary as accounts receivable, as determined in accordance
with GAAP.


 


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


 


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


 


“UK Distribution Holdings” means CPW Distribution Holdings
Limited (anticipated to be renamed Best Buy Distribution Holdings Limited or
such other name to be determined), a limited company incorporated in England
and Wales with registered number 06534088.


 


3.
Amendment to Section 1.01—Revised Definition. The definition of “Subsidiary”
contained in Section 1.01 of the Credit Agreement is hereby amended by
adding the following sentence to the end thereof:


 


“Notwithstanding
the foregoing, UK Distribution Holdings and its Subsidiaries shall be deemed
not to constitute “Subsidiaries” of the Borrower for the purposes of this
Agreement and the other  Loan
Documents; provided that, (a) this sentence shall not apply to the
definition of “Total Assets” set forth in Section 1.01 and (b) the
Borrower may specify in a written notice to the Administrative Agent (the date
thereof, the “Restricted Date”) that UK Distribution Holdings and its
Subsidiaries shall thereafter be treated as “Subsidiaries” of the Borrower for
the purposes of this Agreement and the other Loan Documents, provided
that, (i) immediately before and after the Restricted Date, no Default
shall have occurred and be continuing, including, on a pro forma basis, pursuant to the covenants
set forth in Section 7.07 (and the Borrower shall deliver to the Administrative
Agent a certificate setting forth in reasonable detail the calculations
demonstrating compliance with such covenants) and (ii) the Borrower may
not subsequently specify that UK Distribution Holdings and its Subsidiaries
shall no longer be treated as “Subsidiaries” of the Borrower for the purposes
of this Agreement and the Loan Documents. If the Restricted Date occurs, UK
Distribution Holdings and its Subsidiaries shall be deemed to have incurred on
such date any Indebtedness or Liens of UK Distribution Holdings or such
Subsidiary existing on such date.”


 


2

















 


4.   Amendment to Article VII.
Article VII of the Credit Agreement is hereby amended as follows:


 


(a)             Amendment to Section 7.01. Section 7.01 of the Credit Agreement
is hereby amended by (i) deleting “and” at the end of clause (f) thereof,
(ii) re-lettering clause (g) as clause (h) and (iii) inserting
the following new clause (g) immediately after clause (f) thereof:


 


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


 


(b)            Amendment to Section 7.05. Clause (ii) of the proviso contained
in Section 7.05 of the Credit Agreement is hereby amended by (i) replacing
the “and” at the end of sub-clause (x) thereof with “,”, (ii) re-lettering
sub-clause (y) as sub-clause (z) and (iii) inserting the
following new sub-clause (y) immediately after sub-clause (x) thereof:


 


“(y) restrictions
or conditions imposed by any agreement or instrument relating to Indebtedness
permitted by this Agreement, provided that, in the case of this
sub-clause (y), (A) except in the case of any such Indebtedness incurred
by Foreign Subsidiaries, (1) any such restriction shall not prohibit,
restrict or impose conditions on the ability of the Borrower or any Subsidiary
to create, incur or permit to exist any Lien upon its Inventory or Receivables
and (2) the Borrower or any Subsidiary may not create, incur or permit to
exist any Lien securing the Indebtedness under such agreement or instrument
unless the Indebtedness under this Agreement is equally and ratably secured
thereby and (B) in the case of any such Indebtedness incurred by Foreign
Subsidiaries, such restrictions or conditions shall apply only to property or
assets owned by Foreign Subsidiaries and”


 


(c)             New
Section 7.08. Article VII of the Credit Agreement is hereby
amended by adding the following new Section 7.08 immediately at the end
thereof:


 


“SECTION 7.08
Investments in UK Distribution Holdings and its Subsidiaries. Prior to
the Restricted Date, the Borrower will not, and will not permit any of its
Subsidiaries to, make any Investments in UK Distribution Holdings or its
Subsidiaries unless, on the date of any such Investment, after giving effect
thereto, the aggregate amount of all such Investments does not exceed the sum
of  (i) the Initial
Purchase Price and (ii) 10% of Total Assets.”


 


II. MISCELLANEOUS.


 


1.   Representations and
Warranties. The Borrower hereby represents and warrants to the Lenders and
the Administrative Agent, that as of the Amendment Effective Date, (a) no
Default or Event of Default has occurred and is continuing and (b) all
representations and warranties of the Borrower contained in the Loan Documents
are true and correct on and as of the date hereof with the same force and
effect as if made on and as of the date hereof (or, if any such representation
and warranty is expressly stated to have been made as of a specific date, as of
such specific date).


 


2.   No Change. Except as
expressly provided herein, no term or provision of the Credit Agreement shall
be amended, modified or supplemented, and each term and provision of the Credit
Agreement shall remain in full force and effect.


 


3.   Effectiveness. This
Amendment shall become effective (the date thereof, the “Amendment Effective
Date”) upon receipt by the Administrative Agent of counterparts hereof duly
executed by the Borrower, the Subsidiary Guarantors and the Required Lenders.


 


3

















 


4.   Confirmation of Subsidiary
Guarantees. Each Subsidiary Guarantor, by its execution of this Amendment,
hereby consents to this Amendment and confirms and ratifies that all of its
obligations as a Subsidiary Guarantor under the Credit Agreement (including,
without limitation, Article III thereof) shall continue in full force and
effect for the benefit of the Administrative Agent and the Lenders with respect
to the Credit Agreement as amended hereby.


 


5.   Counterparts. This
Amendment may be executed by the parties hereto in any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.


 


6.   Loan Documents. This
Amendment is a Loan Document for all purposes of the Credit Agreement.


 


7.   Governing Law. This
amendment shall be governed by, and construed in accordance with, the law of
the State of New York.


 


4

















 


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


 


	
   

  	
  BORROWER

  
	
   

  	
   

  	
   

  
	
   

  	
  BEST
  BUY CO., INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ryan
  D. Robinson

  
	
   

  	
  Name:

  	
  Ryan
  D. Robinson

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SUBSIDIARY
  GUARANTORS

  
	
   

  	
   

  	
   

  
	
   

  	
  BEST
  BUY STORES, L.P.

  
	
   

  	
  By:

  	
  BBC
  Property Co.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Ryan
  D. Robinson

  
	
   

  	
   

  	
    Name:  Ryan
  D. Robinson

  
	
   

  	
   

  	
    Title:    Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BBC
  PROPERTY CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Ryan
  D. Robinson

  
	
   

  	
   

  	
  Name:  Ryan
  D. Robinson

  
	
   

  	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BBC
  INVESTMENT CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ryan
  D. Robinson

  
	
   

  	
   

  	
  Name:  Ryan
  D. Robinson

  
	
   

  	
   

  	
  Title:    Senior
  Vice President

  
								



 


 


Signature Page

Best Buy Co., Inc. First Amendment to Credit Agreement


 






 












 


	
   

  	
  LENDERS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
  as Administrative Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Barry Bergman

  
	
   

  	
   

  	
   

  	
  Name:  BARRY
  BERGMAN

  
	
   

  	
   

  	
   

  	
  Title:    MANAGING DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Thomas Kainamura

  
	
   

  	
   

  	
   

  	
  Name:  Thomas
  Kainamura

  
	
   

  	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HSBC BANK USA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Alan Vitulich

  
	
   

  	
   

  	
   

  	
  Name:  Alan
  Vitulich

  
	
   

  	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Karen E. Weathers

  
	
   

  	
   

  	
   

  	
  Name:  Karen E. Weathers

  
	
   

  	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Mark H. Halldorson

  
	
   

  	
   

  	
   

  	
  Name:  Mark
  H. Halldorson

  
	
   

  	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Craig Malloy

  
	
   

  	
   

  	
   

  	
  Name:  Craig
  Malloy

  
	
   

  	
   

  	
   

  	
  Title:    Authorized Signatory

  



 


 


Signature Page

Best Buy Co., Inc. First Amendment to Credit Agreement


 

















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Doreen Barr 

  
	
   

  	
   

  	
  Name: Doreen Barr 

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Morenikeji Ajayi

  
	
   

  	
   

  	
  Name: Morenikeji Ajayi

  
	
   

  	
   

  	
  Title:   Associate

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI UFJ, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  Thomas Danielson

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  Danielson

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  William
  Street Commitment Corporation

  
	
   

  	
  (Recourse
  only to the assets of William Street 

  
	
   

  	
  Commitment
  Corporation),

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mark
  Walton

  
	
   

  	
   

  	
  Name: Mark Walton 

  
	
   

  	
   

  	
  Title:  
  Assistant
  Vice President 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIFTH THIRD BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gary S. Losey

  
	
   

  	
   

  	
  Name: Gary S. Losey

  
	
   

  	
   

  	
  Title:   VP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Scott Kates

  
	
   

  	
   

  	
  Name: Scott Kates

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dustin Craven 

  
	
   

  	
   

  	
  Name: Dustin Craven 

  
	
   

  	
   

  	
  Title:   Attorney-in-Fact

  
					



 


 


Signature Page

Best Buy  Co., Inc. First Amendment to Credit
Agreement


 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Paula
  J. Czach

  	 

	
   

  	
   

  	
  Name:

  	
  Paula
  J. Czach

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS
  LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Irja
  R. Otsa

  	 

	
   

  	
   

  	
  Name:

  	
  Irja
  R. Otsa

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mary
  E. Evans

  	 

	
   

  	
   

  	
  Name:

  	
  Mary
  E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF CHINA, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William
  W. Smith

  	 

	
   

  	
   

  	
  Name:

  	
  William
  W. Smith

  
	
   

  	
   

  	
  Title:

  	
  Deputy General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRANCH BANKING AND TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Roberts A. Bass

  	 

	
   

  	
   

  	
  Name:

  	
  Roberts A. Bass

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mega
  International Commercial Bank

  Silicon Valley Branch

  
	
   

  	
  (Name of Lender)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kuang
  Hua Wei

  	 

	
   

  	
   

  	
  Name:

  	
  Kuang
  Hua Wei

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Anu Agarwal

  	 

	
   

  	
   

  	
  Name:

  	
  Anu
  Agarwal

  
	
   

  	
   

  	
  Title:

  	
  Second
  Vice President

  
					



 


 


Signature Page

Best Buy  Co., Inc. First Amendment to Credit
Agreement