Exhibit 4.3


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT dated as of June 24, 2008 (the “Agreement”) is entered
into by and among Best Buy Co., Inc., a Minnesota corporation (the “Company”),
J.P. Morgan Securities Inc. (“JPMorgan”) and Goldman, Sachs & Co. for
themselves and on behalf of the other initial purchasers identified in the
Purchase Agreement (defined below) (the “Initial Purchasers”).


 


Preamble


 


The
Company and the Initial Purchasers are parties to the Purchase Agreement dated June 19,
2008 (the “Purchase Agreement”), which provides for the sale by the Company to
the Initial Purchasers of $500,000,000 aggregate principal amount of the
Company’s 6.75% Notes due 2013 (the “Securities”).  As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company has agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement.  The
execution and delivery of this Agreement is a condition to the closing under
the Purchase Agreement.


 


In
consideration of the foregoing, the parties hereto agree as follows:


 


1.             Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Business Day” shall mean any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.


 


“Company”
shall have the meaning set forth in the preamble of this Agreement and shall
also include the Company’s successors.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.


 


“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange
Offer” shall mean the exchange offer by the Company of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof.


 

















 


“Exchange
Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and
all amendments and supplements to such registration statement, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.


 


“Exchange
Securities” shall mean the 6.75% Notes due 2013 issued by the Company under the
Indenture containing terms substantially identical to the Securities (except
that the Exchange Securities will not be subject to restrictions on transfer or
to any increase in annual interest rate for failure to comply with this
Agreement) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.


 


“Free
Writing Prospectus” shall mean each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company or used or
referred to by the Company in connection with the sale of the Securities or the
Exchange Securities.


 


“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture; provided
that for purposes of Sections 4 and 5 of this Agreement, the term “Holders”
shall include Participating Broker-Dealers.


 


“Indemnified
Person” shall have the meaning set forth in Section 5(d) hereof.


 


“Indemnifying
Person” shall have the meaning set forth in Section 5(d) hereof.


 


“Indenture”
shall mean the Indenture dated as of June 24, 2008 between  the Company and Wells Fargo Bank, N.A., as
trustee, as supplemented by the first supplemental indenture thereto dated June 24,
2008 relating to the Securities, and as the same may be amended from time to
time in accordance with the terms thereof.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble of this Agreement.


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xiii) hereof.


 


“Issue
Date” shall mean June 24, 2008 (being the original issuance date of the
Securities).


 


2

















 


“Issuer
Information” shall have the meaning set forth in Section 5(a) hereof.


 


“JPMorgan”
shall have the meaning set forth in the preamble of this Agreement.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount
of the outstanding Registrable Securities; provided that whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, any Registrable Securities owned directly or
indirectly by the Company or any of its affiliates (as such term is defined in Rule 405
under the Securities Act) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage or
amount; and provided, further, that if the Company shall issue
any additional Securities under the Indenture prior to consummation of the
Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, such additional Securities and the Registrable Securities to which
this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.


 


“Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any
document incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble of this Agreement.


 


“Registrable
Securities” shall mean the Securities; provided that the Securities
shall cease to be Registrable Securities upon the earliest of (i) a
Registration Statement with respect to such Securities becoming effective under
the Securities Act and such Securities being exchanged or disposed of pursuant


 


3

















 


to
such Registration Statement, (ii) two years after the Issue Date and (iii) such
Securities having ceased to be outstanding.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without limitation: (i) all
SEC, stock exchange or Financial Industry Regulatory Authority registration and
filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable and
documented fees and disbursements of counsel for any Underwriters or Holders in
connection with blue sky qualification of any Exchange Securities or
Registrable Securities), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any Free Writing Prospectus and any
amendments or supplements thereto, any underwriting agreements, securities
sales agreements or other similar agreements and any other documents relating
to the performance of and compliance with this Agreement, (iv) all rating
agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the reasonable and
documented fees and disbursements of the Trustee and its counsel, (vii) the
fees and disbursements of counsel for the Company and, in the case of a Shelf
Registration Statement, the reasonable and documented fees and disbursements of
one counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchasers), and (viii) the
fees and disbursements of the registered public accounting firm of the Company,
fees and disbursements relating to any “comfort” letters required by or
incident to the performance of and compliance with this Agreement, but
excluding fees and expenses of counsel to the Underwriters (other than fees and
expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder.


 


“Registration
Statement” shall mean any registration statement of the Company that covers any
of the Exchange Securities or Registrable Securities pursuant to the provisions
of this Agreement and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein.


 


“SEC”
shall mean the Securities and Exchange Commission.


 


“Securities”
shall have the meaning set forth in the preamble of this Agreement.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


4

















 


“Shelf
Additional Interest Date” shall have the meaning set forth in Section 2(f) hereof.


 


“Shelf
Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company that covers all or a portion of the Registrable Securities (but no
other securities unless approved by a majority of the Holders whose Registrable
Securities are to be covered by such Shelf Registration Statement) on an
appropriate form under Rule 415 under the Securities Act, or any similar rule that
may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including
the Prospectus contained therein or deemed a part thereof, all exhibits thereto
and any document incorporated by reference therein.


 


“Shelf
Request” shall have the meaning set forth in Section 2(b) hereof.


 


“Staff”
shall mean the staff of the SEC.


 


“Target
Registration Date” shall have the meaning set forth in Section 2(d) hereof.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.


 


2.             Registration Under the Securities
Act.  (a)  To the extent not
prohibited by any applicable law or applicable interpretations of the Staff and
except in the circumstances contemplated by Section 2(b)(i) below,
the Company shall use its reasonable best efforts to (i) cause to be filed
an Exchange Offer Registration Statement covering an offer to the Holders to
exchange all the Registrable Securities for Exchange Securities and (ii) have
such Registration Statement remain effective until 90 days after the last
Exchange Date for use by one or more Participating Broker-Dealers.  The Company shall commence the


 


5

















 


Exchange
Offer promptly after the Exchange Offer Registration Statement is declared
effective by the SEC and use its reasonable best efforts to complete the
Exchange Offer not later than 60 days after such effective date.


 


The
Company shall commence the Exchange Offer by mailing the related Prospectus,
appropriate letters of transmittal and other accompanying documents to each
Holder stating, in addition to such other disclosures as are required by
applicable law:


 


(i)                                    that the
Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be
accepted for exchange;


 


(ii)                                the dates of
acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);


 


(iii)                             that any
Registrable Security not tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement;


 


(iv)                              that any Holder
electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security,
together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in
the manner specified in the notice, or (B) effect such exchange otherwise
in compliance with the applicable procedures of the depositary for such
Registrable Security, in each case prior to the close of business on the last
Exchange Date; and


 


(v)                                 that any Holder
will be entitled to withdraw its election, not later than the close of business
on the last Exchange Date, by (A) sending to the institution and at the
address (located in the Borough of Manhattan, The City of New York) specified
in the notice, a telegram, telex, facsimile transmission or letter setting
forth the name of such Holder, the principal amount of Registrable Securities
delivered for exchange and a statement that such Holder is withdrawing its
election to have such Securities exchanged or (B) effecting such
withdrawal in compliance with the applicable procedures of the depositary for
the Registrable Securities.


 


As a condition to participating in the Exchange Offer, a
Holder will be required to represent to the Company that (i) any Exchange
Securities to be received by it will be acquired in the ordinary course of its
business, (ii) at the time of the commencement of the Exchange Offer it
has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange
Securities in violation of the


 


6

















 


provisions of the
Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405
under the Securities Act) of the Company and (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in
exchange for Registrable Securities that were acquired as a result of
market-making or other trading activities, then such Holder will deliver a
Prospectus (or, to the extent permitted by law, make available a Prospectus to
purchasers) in connection with any resale of such Exchange Securities.


 


As
soon as practicable after the last Exchange Date, the Company shall:


 


(i)                                    accept for
exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and


 


(ii)                                deliver, or
cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and
issue, and cause the Trustee to promptly authenticate and deliver to each
Holder, Exchange Securities equal in principal amount to the principal amount
of the Registrable Securities tendered by such Holder.


 


The
Company shall use its reasonable best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in
connection with the Exchange Offer.


 


(b)           In the event that (i) the
Company determines that the Exchange Offer Registration provided for in Section 2(a) above
is not permitted or may not be completed as soon as practicable after the last
Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other
reason completed by January 31, 2009 or (iii) upon receipt of a
written request (a “Shelf Request”) from any Initial Purchaser representing
that it holds Registrable Securities that are or were ineligible to be
exchanged in the Exchange Offer, the Company shall use its reasonable best
efforts to cause to be filed as soon as practicable after such determination,
date or Shelf Request, as the case may be, a Shelf Registration Statement
providing for the sale of all the Registrable Securities by the Holders thereof
and to have such Shelf Registration Statement become effective.


 


In
the event that the Company is required to file a Shelf Registration Statement
pursuant to clause (iii) of the preceding paragraph, the Company shall use
its reasonable best efforts to file and have become effective both an Exchange
Offer Registration Statement pursuant to Section 2(a) with respect to
all Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Initial
Purchasers after completion of the Exchange Offer.


 


7

















 


The
Company agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective until two years from the Issue
Date or such shorter period that will terminate when all the Registrable
Securities covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement (the “Shelf Effectiveness Period”).  The Company further agrees to supplement or
amend the Shelf Registration Statement, the related Prospectus and any Free
Writing Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or by any other rules and
regulations thereunder or if reasonably requested by a Holder of Registrable
Securities with respect to information relating to such Holder, and to use its
reasonable best efforts to cause any such amendment to become effective, if
required, and such Shelf Registration Statement, Prospectus or Free Writing
Prospectus, as the case may be, to become usable as soon as thereafter
practicable.  The Company agrees to
furnish to the Holders of Registrable Securities covered by the Shelf
Registration Statement copies of any such supplement or amendment  promptly after its being used or filed with
the SEC.


 


(c)           The Company shall pay all
Registration Expenses in connection with any registration pursuant to Section 2(a) or
Section 2(b) hereof.  Each
Holder shall pay all underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder’s Registrable Securities pursuant to the Shelf Registration
Statement.


 


(d)           An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof will not be deemed to have
become effective unless it has been declared effective by the SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC or is automatically effective upon filing with the SEC as
provided by Rule 462 under the Securities Act.


 


(e)           In the event that either the Exchange
Offer is not completed or the Shelf Registration Statement, if required
pursuant to Section 2(b)(i) or 2(b)(ii) hereof, does not become
effective on or prior to January 31, 2009 (the “Target Registration Date”),
the interest rate on the Registrable Securities will be increased by (i) 0.25%
per annum for the first 90-day period immediately following the Target
Registration Date and (ii) an additional 0.25% per annum with respect to
each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case
until the earliest of (1) the Exchange Offer being completed, (2) the
Shelf Registration Statement, if required hereby, becoming effective and (3) two
years from the Issue Date, at which time the increased interest shall cease to
accrue.  In the event that the Company
receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf
Registration Statement required to be filed thereby does not become effective
by the later of (x) the Target Registration


 


8

















 


Date
or (y) 90 days after the delivery of such Shelf Request (such later date,
the “Shelf Additional Interest Date”), then the interest rate on the
Registrable Securities to be covered by the Shelf Registration Statement will
be increased by (i) 0.25% per annum for the first 90-day period
immediately following the Shelf Additional Interest Date and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period, up to
a maximum of 0.50% per annum, in each case until the earlier of (a)  the
Shelf Registration Statement becoming effective and (b) the Securities
becoming freely tradable under the Securities Act, at which time the increased
interest shall cease to accrue.


 


If
the Shelf Registration Statement, if required hereby, has become effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable, in each case whether or not permitted by this Agreement,
at any time during the Shelf Effectiveness Period, and such failure to remain
effective or usable exists for more than 30 consecutive calendar days in any 12
month period or 60 calendar days, whether or not consecutive, in any 12-month
period, then the interest rate on the Registrable Securities will be increased by
0.25% per annum for the first 90-day period commencing on the 31st day in such
12-month period or the 61st day in such 12 month period, as applicable, and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period and
ending, in the case of clauses (i) and (ii) on such date that the
Shelf Registration Statement has again become effective or the Prospectus again
becomes usable, up to a maximum of 0.50% per annum, at which time the increased
interest rate shall cease to accrue.


 


(f)            Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Section 2(a) and
Section 2(b) hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial Purchasers or any Holder
may seek such relief as may be required to specifically enforce the Company’s
obligations under Section 2(a) and Section 2(b) hereof.


 


3.             Registration Procedures.  (a) In connection with its obligations
pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall promptly:


 


(i)            prepare and file with the SEC a
Registration Statement on the appropriate form under the Securities Act, which
form (x) shall be selected by the Company, (y) shall, in the case of
a Shelf Registration, be available for the sale of the Registrable Securities
by the selling Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and include all
financial statements required by the SEC to be filed therewith; and use its
reasonable best efforts to cause such Registration Statement to become


 


9

















 


effective
and remain effective for the applicable period in accordance with Section 2
hereof;


 


(ii)           prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement effective for the applicable
period in accordance with Section 2 hereof and cause each Prospectus to be
supplemented by any required prospectus supplement and, as so supplemented, to
be filed pursuant to Rule 424 under the Securities Act; and keep each
Prospectus current during the period described in Section 4(3) of and
Rule 174 under the Securities Act that is applicable to transactions by
brokers or dealers with respect to the Registrable Securities or Exchange
Securities;


 


(iii)          to the extent any Free Writing
Prospectus is used, file with the SEC any Free Writing Prospectus that is
required to be filed by the Company with the SEC in accordance with the
Securities Act and to retain any Free Writing Prospectus not required to be
filed;


 


(iv)          in the case of a Shelf Registration,
furnish to each Holder of Registrable Securities, to counsel for the Initial
Purchasers, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as
many copies of each Prospectus, preliminary prospectus or Free Writing
Prospectus, and any amendment or supplement thereto, as such Holder, counsel or
Underwriter may reasonably request in order to facilitate the sale or other
disposition of the Registrable Securities thereunder; and the Company consents
to the use of such Prospectus, preliminary prospectus, Free Writing Prospectus
and any amendment or supplement thereto in accordance with applicable law by
each of the Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus, preliminary prospectus or Free
Writing Prospectus or any amendment or supplement thereto in accordance with
applicable law;


 


(v)           use its reasonable best efforts to
register or qualify the Registrable Securities under all applicable state
securities or blue sky laws of such jurisdictions as any Holder of Registrable
Securities covered by a Registration Statement shall reasonably request in
writing reasonably in advance of the time the applicable Registration Statement
becomes effective; cooperate with such Holders in connection with any filings
required to be made with the Financial Industry Regulatory Authority; and do
any and all other acts and things that may be reasonably necessary or advisable
to enable each Holder to complete the disposition in each such jurisdiction of
the Registrable Securities owned by such Holder; provided that the
Company shall not be required to (1) qualify as a foreign corporation or
other entity or as a dealer in securities in any such jurisdiction where it
would not otherwise be required to so qualify, (2) file any


 


10

















 


general
consent to service of process in any such jurisdiction or (3) subject
itself to taxation in any such jurisdiction if it is not so subject;


 


(vi)          in the case of a Shelf Registration,
notify each Holder of Registrable Securities and counsel for such Holders and
counsel for the Initial Purchasers promptly and, if requested by any such
Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has
been filed, becomes effective and when any Free Writing Prospectus has been
filed or any amendment or supplement to the Prospectus or any Free Writing
Prospectus has been filed, (2) of any request by the SEC or any state
securities authority for amendments and supplements to a Registration
Statement, Prospectus or any Free Writing Prospectus or for additional
information after the Registration Statement has become effective, (3) of
the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, including the receipt by the Company of any
notice of objection of the SEC to the use of a Shelf Registration Statement or
any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Securities Act, (4) if, between the applicable effective date of a
Shelf Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and warranties of the Company
contained in any underwriting agreement, securities sales agreement or other
similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects or if the
Company receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, (5) of the happening of any
event during the period a Shelf Registration Statement is effective that makes
any statement made in such Shelf Registration Statement or the related
Prospectus untrue in any material respect or that requires the making of any changes
in such Shelf Registration Statement, Prospectus or any Free Writing Prospectus
in order to make the statements therein not misleading and (6) of any
determination by the Company that a post-effective amendment to a Registration
Statement or any amendment or supplement to the Prospectus or any Free Writing
Prospectus would be appropriate;


 


(vii)         use its reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement or, in the case of a Shelf Registration, the resolution
of any objection of the SEC pursuant to Rule 401(g)(2), including by
filing an amendment to such Shelf Registration Statement on the proper form, as
soon as practicable and provide prompt notice to each Holder of the withdrawal
of any such order or such resolution;


 


(viii)        in the case of a Shelf Registration,
furnish to each Holder of Registrable Securities, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment
thereto (without any


 


11

















 


documents
incorporated therein by reference or exhibits thereto, unless requested);


 


(ix)           in the case of a Shelf Registration,
cooperate with the Holders of Registrable Securities to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and registered in such names
(consistent with the provisions of the Indenture) as the selling Holders may
reasonably request at least five Business Days prior to the closing of any sale
of Registrable Securities;


 


(x)            in the case of a Shelf Registration,
upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof,
use its reasonable best efforts to prepare and file with the SEC a supplement
or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein
by reference or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities, such Prospectus or Free
Writing Prospectus, as the case may be, will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and the Company shall notify the Holders of Registrable
Securities to suspend use of the Prospectus or any Free Writing Prospectus as
promptly as practicable after the occurrence of such an event, and such Holders
hereby agree to suspend use of the Prospectus or any Free Writing Prospectus
until the Company has amended or supplemented the Prospectus or any Free
Writing Prospectus to correct such misstatement or omission;


 


(xi)           a reasonable time prior to the filing
of any Registration Statement, any Prospectus or any Free Writing Prospectus,
any amendment to a Registration Statement, amendment or supplement to a
Prospectus or any Free Writing Prospectus or of any document that is to be
incorporated by reference into a Registration Statement or a Prospectus or Free
Writing Prospectus, as the case may be, after initial filing of a Registration
Statement, provide copies of such document to the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, to the Holders of
Registrable Securities and their counsel) and make such of the representatives
of the Company as shall be reasonably requested by the Initial Purchasers or
their counsel (and, in the case of a Shelf Registration Statement, the Holders
of Registrable Securities or their counsel) available for discussion of such
document; and the Company shall not, at any time after initial filing of a
Registration Statement, use or file any Prospectus, any Free Writing
Prospectus, any amendment of or supplement to a Registration Statement or a
Prospectus or a Free Writing Prospectus, or any document that is to be
incorporated by reference into a Registration Statement, a Prospectus or a Free
Writing Prospectus of which the Initial Purchasers and their counsel (and, in
the case of a Shelf Registration Statement, the Holders of


 


12

















 


Registrable
Securities and their counsel) shall not have previously been advised and
furnished a copy or to which the Initial Purchasers or their counsel (and, in
the case of a Shelf Registration Statement, the Holders of Registrable
Securities or their counsel) shall reasonably object;


 


(xii)         obtain a CUSIP
number for all Exchange Securities or Registrable Securities, as the case may
be, not later than the initial effective date of a Registration Statement;


 


(xiii)        cause the Indenture
to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case
may be; cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use its
reasonable best efforts to cause the Trustee to execute, all documents as may
be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;


 


(xiv)        in the case of a Shelf Registration,
make available for inspection by a representative of the Holders of the
Registrable Securities (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and
accountants designated by a majority of the Holders of Registrable Securities
to be included in such Shelf Registration and any attorneys and accountants
designated by such Underwriter, at reasonable times and in a reasonable manner,
all pertinent financial and other records, documents and properties of the
Company and its subsidiaries, and cause the respective officers, directors and
employees of the Company to supply all information reasonably requested by any
such Inspector, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement; provided that if any such information is identified by
the Company as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary to protect the
confidentiality of such information to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests
of any Inspector, Holder or Underwriter);


 


(xv)         if reasonably requested by any Holder
of Registrable Securities covered by a Shelf Registration Statement, promptly
include or incorporate in a Prospectus supplement or post-effective amendment
such information with respect to such Holder as such Holder reasonably requests
to be included or incorporated therein and make all required filings of such
Prospectus supplement or such post-effective amendment as soon as the Company
has received notification of the matters to be so included or incorporated in
such filing; and


 


(xvi)        in the case of a Shelf Registration,
enter into such customary agreements and take all such other actions in
connection therewith (including


 


13

















 


those
reasonably requested by the Holders of a majority in principal amount of the
Registrable Securities covered by the Shelf Registration Statement) in order to
expedite or facilitate the disposition of such Registrable Securities including,
but not limited to, an Underwritten Offering and in such connection, (1) to
the extent possible, make such representations and warranties to the Holders
and any Underwriters of such Registrable Securities with respect to the
business of the Company and its subsidiaries and the Registration Statement,
Prospectus, any Free Writing Prospectus and documents incorporated by reference
or deemed incorporated by reference, if any, in each case, in form, substance
and scope as are customarily made by issuers to underwriters in underwritten
offerings and confirm the same if and when requested, (2) obtain opinions
of counsel to the Company (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (3) obtain “comfort”
letters from the independent registered public accounting firm of the Company
(and, if necessary, any other independent registered public accounting firm of
any subsidiary of the Company, or of any business acquired by the Company for
which financial statements and financial data are or are required to be
included in the Registration Statement) addressed to each selling Holder (to
the extent permitted by applicable professional standards) and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus, Prospectus or Free Writing Prospectus
and (4) deliver such documents and certificates as may be reasonably
requested by the Holders of a majority in principal amount of the Registrable
Securities being sold or the Underwriters, and which are customarily delivered
in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company made pursuant to clause (1) above
and to evidence compliance with any customary conditions contained in an
underwriting agreement.


 


(b)           In the case of a Shelf Registration
Statement, the Company may require each Holder of Registrable Securities to
furnish to the Company such information regarding such Holder and the proposed
disposition by such Holder of such Registrable Securities as the Company may
from time to time reasonably request in writing.


 


(c)           In the case of a Shelf Registration
Statement, each Holder of Registrable Securities covered in such Shelf
Registration Statement agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(a)(v)(3) or
3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended Prospectus or
Free Writing Prospectus contemplated


 


14

















 


by
Section 3(a)(ix) hereof and, if so directed by the Company, such
Holder will deliver to the Company all copies in its possession, other than
permanent file copies then in such Holder’s possession, of the Prospectus or
Free Writing Prospectus covering such Registrable Securities that is current at
the time of receipt of such notice.


 


(d)           If the Company shall give any notice
to suspend the disposition of Registrable Securities pursuant to a Registration
Statement, the Company shall extend the period during which such Registration
Statement shall be maintained effective pursuant to this Agreement by the
number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders of such Registrable
Securities shall have received copies of the supplemented or amended Prospectus
or Free Writing Prospectus necessary to resume such dispositions. The Company
may give any such notice only twice during any 365-day period and any such
suspensions shall not exceed 30 days for each suspension and there shall not be
more than two suspensions in effect during any 365-day period.


 


(e)           The Holders of Registrable Securities
covered by a Shelf Registration Statement who desire to do so may sell such
Registrable Securities in an Underwritten Offering.  In any such Underwritten Offering, the
investment bank or investment banks and manager or managers (each an “Underwriter”)
that will administer the offering will be selected by the Holders of a majority
in principal amount of the Registrable Securities included in such offering and
shall be reasonably satisfactory to the Company.


 


4.             Participation of Broker-Dealers
in Exchange Offer.  (a)  The
Staff has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities
that were acquired by such broker-dealer as a result of market-making or other
trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter”
within the meaning of the Securities Act and must deliver a prospectus  meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Securities.


 


The
Company understands that it is the Staff’s position that if the Prospectus
contained in the Exchange Offer Registration Statement includes a plan of
distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Securities, without naming
the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the Securities
Act in connection with resales of Exchange Securities for their own accounts,
so long as the Prospectus otherwise meets the requirements of the Securities
Act.


 


15

















 


(b)           In light of the above, and notwithstanding
the other provisions of this Agreement, the Company agrees to amend or
supplement the Prospectus contained in the Exchange Offer Registration
Statement for a period of up to 90 days after the last Exchange Date (as such
period may be extended pursuant to Section 3(d) of this Agreement) if
requested by the Initial Purchasers or by one or more Participating
Broker-Dealers, in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the positions
of the Staff recited in Section 4(a) above.  The Company further agrees that Participating
Broker-Dealers shall be authorized to deliver such Prospectus during such
period in connection with the resales contemplated by this Section 4.


 


(c)           The Initial Purchasers shall have no
liability to the Company or any Holder with respect to any request that they
may make pursuant to Section 4(b) above.


 


5.             Indemnification and Contribution.  (a)  The Company agrees to indemnify and
hold harmless each Initial Purchaser and each Holder, their respective
affiliates, directors and officers and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages and liabilities (including, without limitation,
legal fees and other expenses reasonably incurred in connection with any suit,
action or proceeding or any claim asserted, as such fees and expenses are
incurred), joint or several, that arise out of, or are based upon, (1) any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or any omission or alleged omission to state therein
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (2) any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus, any Free
Writing Prospectus or any “issuer information” (“Issuer Information”) filed or
required to be filed pursuant to Rule 433(d) under the Securities
Act, or any omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case except
insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or information relating to any Holder furnished to the
Company in writing through JPMorgan or Goldman, Sachs & Co. or any
selling Holder, respectively, expressly for use therein.  In connection with any Underwritten Offering
permitted by Section 3, the Company will also indemnify the Underwriters,
if any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person
who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any


 


16

















 


Registration
Statement, any Prospectus, any Free Writing Prospectus or any Issuer
Information.


 


(b)           Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, the Initial Purchasers and
the other selling Holders, the directors of the Company, each officer of the
Company who signed the Registration Statement and each Person, if any, who
controls the Company, any Initial Purchaser and any other selling Holder within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities that arise
out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement, any Prospectus and any
Free Writing Prospectus. In connection with any Underwritten Offering permitted
by Section 3, the Underwriters will enter into agreements providing for
the indemnification of the Company in form and substance customary for
underwritten offerings of that type.


 


(c)           If any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to Section 5(a) or 5(b) above, such
Person (the “Indemnified Person”) shall promptly notify the Person against whom
such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have under this Section 5 except to the
extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided, further,
that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have to an Indemnified Person otherwise than under
this Section 5.  If any such
proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 5 that the Indemnifying Person may designate in
such proceeding and shall pay the fees and expenses of such counsel related to
such proceeding, as incurred.  In any
such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to
the Indemnifying Person; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the


 


17

















 


Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as
they are incurred.  Any such separate
firm (x) for any Initial Purchaser, its affiliates, directors and officers
and any control Persons of such Initial Purchaser shall be designated in
writing jointly by JPMorgan and Goldman, Sachs & Co., (y) for any
Holder, its directors and officers and any control Persons of such Holder shall
be designated in writing by the Majority Holders and (z) in all other
cases shall be designated in writing by the Company.  The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at
any time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) the
Indemnifying Person shall not have responded to such written request, (ii) such
settlement is entered into more than 30 days after receipt by the Indemnifying
Person of such request on terms and conditions not less favorable than those
set forth in such written request and (iii) the Indemnifying Person shall
not have reimbursed the Indemnified Person in accordance with such request
prior to the date of such settlement.  No
Indemnifying Person shall, without the written consent of the Indemnified Person,
effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnification
could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional release of such Indemnified
Person, in form and substance reasonably satisfactory to such Indemnified
Person, from all liability on claims that are the subject matter of such
proceeding and (B) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any Indemnified
Person.


 


(e)           If the indemnification provided for
in Section 5(a), 5(b) and 5(c) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company from
the offering of the Securities and the Exchange Securities, on the one hand,
and by the Holders from receiving Securities or Exchange Securities


 


18

















 


registered
under the Securities Act, on the other hand, or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) but also the relative fault of the Company on the one
hand and the Holders on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. 
The relative fault of the Company on the one hand and the Holders on the
other 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 or by the Holders and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.


 


(f)            The Company and the Holders agree
that it would not be just and equitable if contribution pursuant to this Section 5
were determined by pro  rata allocation (even if the Holders were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in
paragraph (e) above.  The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in paragraph (e) above shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses incurred by such Indemnified Person in connection with any such action
or claim.  Notwithstanding the provisions
of this Section 5, in no event shall a Holder be required to contribute
any amount in excess of the amount by which the
total price at which the Securities or Exchange Securities sold by such Holder exceeds
the amount of any damages that such Holder 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 Securities
Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.  The
Holders’ obligations to contribute pursuant to this Section 5 are several
and not joint.


 


(g)           The remedies provided for in this Section 5
are not exclusive and shall not limit any rights or remedies that may otherwise
be available to any Indemnified Person at law or in equity.


 


(h)           The indemnity and contribution
provisions contained in this Section 5 shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchasers or any Holder or
any Person controlling any Initial Purchaser or any Holder, or by or on behalf
of the Company or the officers or directors of or any Person controlling the
Company, (iii) acceptance of any of the Exchange Securities and (iv) any
sale of Registrable Securities pursuant to a Shelf Registration Statement.


 


19

















 


6.             General.


 


(a)           No Inconsistent
Agreements.   The Company represents and warrants to, and
agrees with, the Initial Purchasers that (i) the rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company under any other agreement and (ii) the Company
has not entered into, or on or after the date of this Agreement will not enter
into, any agreement that is inconsistent with the rights granted to the Holders
of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.


 


(b)           Amendments
and Waivers.   The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
consent; provided that no amendment, modification, supplement, waiver or
consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to
in writing by such Holder.  Any
amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall
be by a writing executed by each of the parties hereto.


 


(c)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given
by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect
to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if
to the Company, initially at the Company’s address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c); and (iii) to
such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c). 
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery.  Copies of all such
notices, demands or other communications shall be concurrently delivered by the
Person giving the same to the Trustee, at the address specified in the
Indenture.


 


(d)           Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the


 


20

















 


parties,
including, without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire
Registrable Securities in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all the terms of this
Agreement, and by taking and holding such Registrable Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement and such Person shall be entitled
to receive the benefits hereof.  The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company with respect to any failure by a Holder
to comply with, or any breach by any Holder of, any of the obligations of such
Holder under this Agreement.


 


(e)           Third Party Beneficiaries.  Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of other Holders
hereunder.


 


(f)            Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(g)           Headings.  The headings in this Agreement are
for convenience of reference only, are not a part of this Agreement and shall
not limit or otherwise affect the meaning hereof.


 


(h)           Governing Law.  This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


(i)            Entire Agreement;
Severability.  This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with
respect thereto.  If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable or against
public policy, the remainder of the terms, provisions, covenants and
restrictions contained herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. 
The Company and the Initial Purchasers shall endeavor in good faith
negotiations to replace the invalid, void or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible
to that of the invalid, void or unenforceable provisions.


 


21

















 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.


 


	
   

  	
  BEST
  BUY CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ryan D. Robinson

  
	
   

  	
  Name:  Ryan D. Robinson

  
	
   

  	
  Title:    Senior Vice President, U.S. SBU CFO and
  Treasurer

  



 


 


Confirmed
and accepted as of the date first above written:


 


	
  J.P.
  MORGAN SECURITIES INC.

  
	
   

  
	
   

  
	
  By

  	
  /s/
  Maria Sraneck, Executive Director

  	
   

  
	
  Authorized Signatory

  	
   

  
	
   

  
	
   

  
	
   

  	
  /s/
  Goldman, Sachs & Co.

  	
   

  
	
  (Goldman, Sachs & Co.)

  	
   

  



 


For
themselves and on behalf of the


 several Initial Purchasers