Exhibit 4.1


 


DATED 28
JANUARY 2010


 


THE
CARPHONE WAREHOUSE GROUP PLC


 


and


 


CPW RETAIL HOLDINGS LIMITED


 


and


 


BEST BUY CO., INC.


 


and


 


BEST BUY DISTRIBUTIONS LIMITED


 


and


 


NEW CARPHONE WAREHOUSE GROUP PLC


 






 


AMENDMENT AGREEMENT


 


to the Shareholders Agreement dated


 


30 June 2008, as amended on 29 July 2009


 






 

















 


THIS
AGREEMENT is made
on 28 January 2010 


 


PARTIES:


 


(1)         THE CARPHONE WAREHOUSE GROUP PLC a company registered in England and
Wales (company number 03253714) whose registered office is at 1 Portal Way,
London, W3 6RS, United Kingdom (to be renamed TalkTalk Telecom Holdings Limited
on or around the Demerger (as defined below)) (“CPW”);


 


(2)         CPW RETAIL HOLDINGS LIMITED a company registered in England and
Wales (company number 06585729) whose registered office is at 1 Portal Way,
London, W3 6RS, United Kingdom (“CPW
Affiliate”);


 


(3)         BEST BUY CO., INC. a company registered in the state of
Minnesota whose registered office is at 7001 Penn Avenue South Richfield, MN
55423, United States of America (“BBY Hold
Co”);


 


(4)         BEST BUY DISTRIBUTIONS LIMITED a company registered in England and
Wales (company number 06576708) whose registered office is at 100 New Bridge
Street, London, EC4V 6JA, United Kingdom (“BBY Distributions”); and


 


(5)         NEW CARPHONE WAREHOUSE GROUP PLC a company registered in England and
Wales (company number 07105905) whose registered office is at 1 Portal Way,
London, W3 6RS, United Kingdom (to be renamed Carphone Warehouse Group PLC on
or around (the Demerger (as defined below)) (“New CPW”),


 


(together the “parties”).


 


WHEREAS:


 


(A)        The parties (except New CPW) are party to
a shareholders agreement in respect of Best Buy Europe Distributions Limited
(Company No: 6534088, previously called CPW Distribution Holdings Limited) (“JV Co”) dated 30 June 2008, as
amended on 29 July 2009 (“SHA”).


 


(B)  The parties have agreed to amend
certain provisions of the SHA in accordance with the terms of this Agreement.


 


(C)  CPW is proposing to effect a separation
of its “TalkTalk businesses” from its other business interests by a demerger
including a scheme of arrangement followed by the listing on the Official List
of the Financial Services Authority and admission to trading on the main market
of the London Stock Exchange plc of each of New CPW and the new holding company
of the TalkTalk businesses (the “Demerger”).  Prior
to the Demerger becoming effective CPW will transfer all of its Shares to New
CPW and CPW Affiliate will continue to hold its Shares after the Demerger.
Accordingly New CPW will become a party to the SHA in place of CPW such that
New CPW shall thereafter have the benefit of all of CPW’s rights and assume all
of CPW’s obligations under the SHA in accordance with the terms of this
Agreement.


 


IT IS
AGREED as
follows:


 


1.           INTERPRETATION


 


1.1        Words and expressions used in this
Agreement have the meaning given to them in the SHA unless otherwise expressly
specified herein.


 


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1.2        References to Clauses and/or Schedules
shall be references to those contained in the SHA unless otherwise expressly
specified herein. References herein to the SHA shall be deemed to include all
of the Schedules to the SHA.


 


2.           AMENDMENTS TO THE SHA


 


The parties hereby
agree that, with effect from the date of this Agreement the provisions of the
SHA shall be amended pursuant to Clause 24 as follows:


 


2.1         The following definitions in Clause 1.1 shall be
deleted or amended:


 


2.1.1        The
definitions of BBY Loan, BBY Loan Agreement, CPW Loan, CPW Loan Agreement and
JV Shareholder Loans shall all be deleted given all of these loans have been
capitalised in JV Co and no longer exist. All other references to these defined
terms shall be deleted in the SHA.


 


2.1.2        The
definition of Competitor shall be amended as from the Transfer Date to include
any member of the Al-Futtaim group.


 


2.1.3        The
definition of Consortium Relief Agreement shall be amended to include the fact that
New CPW shall as from the Transfer Date automatically replace CPW thereunder
pursuant to the terms of the Deed of Novation.


 


2.1.4        Paragraph
(b) of the definition of JV Investment shall be deleted and replaced with
the following new paragraph (b):


 


(b)     the amount loaned or, to the extent
not loaned, the amount agreed to be loaned or provided pursuant to the JV
Shareholder RCF and/or the Support Letters together with all interest accrued, but
unpaid on any of them;


 


2.1.5        The
definition of Key Agreements shall be amended by deleting references to BBY
Loan Agreement, CPW Loan Agreement and CPW RCF, and inserting references to the
JV Shareholder RCF and Support Letters.


 


2.1.6        The
definition of Fair Market Value shall be amended by adding the words “...or of
the entire JV Group as the case may be....” after the words “JV Co Investment”
and before the word “as” in the second line, and the words “JV Co Investment” in
the second line shall be amended to read “JV Investment”.


 


2.1.7        The
definition of SPA shall be amended to include the fact that New CPW shall as
from the Transfer Date automatically replace CPW thereunder pursuant to the
terms of the Deed of Novation.


 


2.2         Clause 1.1 shall be amended by adding the following
new definitions:


 


“Additional Period” shall have the meaning
given to it in Clause 4.1.10;


 


“Admission” means the admission of
the entire issued share capital of New CPW to the Official List of the FSA and
to trading on the main market for listed securities of the LSE becoming
effective;


 


“Distressed Situation” shall for the purposes of Clause
4.1.8 include, without limitation, where a petition has been presented for the
making of an administration order, an administrative receiver being appointed,
the presentation of a winding-up resolution (except (i) for the purpose of
a solvent liquidation, reorganisation, reconstruction or amalgamation of a JV
Shareholder or JV CO provided that (a)


 


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any
such event in respect of a JV Shareholder will not in the reasonable and good
faith opinion of the other JV Shareholder preclude the ability of such JV
Shareholder to satisfy any or all of its funding obligations in respect of JV
Co and (b) any such event in respect of JV Co will not in the reasonable and
good faith opinion of any JV Shareholder cause an event or a potential
event of default under the RFA or the JV Shareholder RCF that would result in
the acceleration, prepayment or termination of either the RFA or the JV
Shareholder or (ii) where any petition has been withdrawn or dismissed within
three Business Days of it being presented unless a longer period of time is
agreed by (a) both JV Shareholders acting reasonably and in good faith at
the request of either of them in respect of a petition presented against JV CO;
or (b) by the other JV Shareholder acting reasonably and in good faith at
the request of the JV Shareholder who has had the petition presented against
it) or any other analogous event in each case in respect of JV Co or a JV Shareholder,
or there being, in the reasonable and good faith opinion of a JV Shareholder,
an event or a potential event of default under the RFA or the JV Shareholder
RCF that would result in the acceleration, prepayment or termination of either
the RFA or the JV Shareholder RCF.


 


“Deed of Novation” means the deed of novation and
assignment in relation to each of the SPA, the Consortiumn Relief Agreement and
CPW Support Letter, between CPW, CPW Affiliate, BBY Hold Co, BBY Distributions,
New CPW and JV Co dated 28 January 2010;


 


“Funding Date” shall have the meaning given to it
in Clause 4.1.8;


 


“Funding JV Shareholder” shall have the meaning
given to it in Clause 4.1.9;


 


“JV Parent” shall mean any holding company of
CPW in the case of CPW and BBY Hold Co in respect of BBY Distributions;


 


“JV Shareholder RCF” means the revolving credit
facility, in an aggregate amount of £125 million (one hundred and twenty-five),
between CPW, BBY Distributions (as lenders in equal proportions, BBY Hold Co,
JV Co (as borrower) and New CPW entered into on 28 January 2010 and as
from the date of Admission New CPW shall replace CPW thereunder;


 


“Loan Agreement” means any loan agreement to be
entered into between JV Co and the Funding JV Shareholder, by which the Funding
JV Shareholder provides JV Co with an unsecured loan bearing interest at a rate
of LIBOR plus 8% per annum, in the form set out in the Appendix to this
Agreement;


 


“New Shares” shall have the meaning given to it
in Clause 4.1.10;


 


“Non-funding JV Shareholder” shall have the meaning
given to it in Clause 4.1.9;


 


“Outstanding Obligations” shall have the meaning
given to it in Clause 4.1.9;


 


“RFA” means the agreement dated 3
July 2009, entered into between The Carphone Warehouse Limited,
Mobiles.co.uk Limited, CPWCO 18 Limited, Barclays Bank PLC, HSBC Invoice
Finance (UK), RBS Invoice Finance Limited, Credit Suisse, London Branch and
Lloyds TSB Commercial Finance Limited, in connection with a receivables
financing facility of £350 million and as amended or replaced from time to
time;


 


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“Subscription Notice” shall have the meaning given to it
in Clause 4.1.10;


 


“Support Letters” means the support letters, in an
aggregate amount of £50 million (fifty) each provided by each of CPW and BBY
Hold Co to JV Co on 28 January 2010 (the support letter from CPW being the
“CPW Support Letter”) and as from the
date of Admission, the support letter to be provided by New CPW in substitution
for the CPW Support Letter and on substantially the same terms pursuant to the
Deed of Novation;


 


“Transfer Date” means the date on which CPW
transfers all of its Shares to New CPW;


 


“Utilisation Request” shall have the meaning given to it
in Clause 4.1.8;”


 


2.3         Clauses 4.1.1 4.1.2, 4.1.3, 4.1.4 and
4.1.5 shall be deleted and replaced with the following new Clauses:


 


“4.1.1  Subject to the remaining provisions
of this Clause 4.1, JV Co shall be financed out of cash flow, the RFA, the JV
Shareholder RCF, the Support Letters and (if relevant) the facility provided
under the Loan Agreement.


 


4.1.2     JV Co shall be entitled as it shall
determine to utilise the RFA, the JV Shareholder RCF, the Support Letters or
(if relevant) the facility provided under the Loan Agreement for its working
capital purposes.


 


4.1.3     The parties acknowledge and agree
that all amounts drawn down by JV Co under the CPW RCF (including interests and
costs) have been repaid to CPW in full and that the CPW RCF has been terminated
and is no longer available to JV Co and that no party to the CPW RCF has any
claim against the other thereunder and to the extent such claims exist they are
hereby waived.


 


4.1.4     It is further agreed that there has
been no Potential Event of Default or an Event of Default as both were defined
in the CPW Hold Co RCF.


 


4.1.5     Save for the entry into and
provision of the JV Shareholder RCF, the Support Letters and (if relevant) the
Loan Agreement, and in accordance with the terms of each, no party shall be
required to contribute any debt or equity capital to, or to guarantee any debt
of JV Co (or any other member of the JV Group) without that party’s prior
written consent.”


 


2.4         Clauses 4.1.6 and 4.1.7 shall continue in
full force and effect and are not amended or deleted by this Agreement.


 


2.5         The following new Clauses 4.1.8, 4.1.9, 4.1.10, 4.1.11
and 4.1.12 shall be added:


 


“4.1.8  At any time and from time to time JV
Co shall, following a bona fide request from (i) the JV Management Team
acting reasonably and in good faith, or (ii) a JV Shareholder acting
reasonably and in good faith in a Distressed Situation, request a draw-down
under the JV Shareholder RCF in the form of the utilisation request set out in
Schedule 2 thereof (the “Utilisation Request”),
provided that the amount requested in the Utilisation Request, together with
the amounts set out in any Utilisation Request already delivered do not in
aggregate exceed the maximum amount of the facilities made available from each
of the JV Shareholders under the JV Shareholder RCF in aggregate.. Following
receipt of a Utilisation Request, each JV Shareholder shall pay in accordance
with the provisions of the JV


 


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Shareholder RCF in respect of a Utilisation Request. Payment
shall he made by the date (being a date no later than 10 Business Days
following the date of issue of the Utilisation Request) (the “Funding Date”) and to the JV Co account set out in the
Utilisation Request, in immediately available funds.


 


4.1.9    If following service of a
Utilisation Request (i) a JV Shareholder notifies the JV Board that it is
not in a position to satisfy any or all of its obligations under the Utilisation
Request; or (ii) a JV Shareholder fails to make payment in whole or part on the
Funding Date, (a JV Shareholder failing to meet its obligations in either of the
scenarios set out in (i) or (ii) above, a “Non-funding
JV Shareholder”), the remaining JV Shareholder (the “Funding JV Shareholder”), may, in its sole discretion,
within five Business Days following the Funding Date, notify the JV Board that
it wishes to satisfy all (but not some) of the Non-funding JV Shareholder’s
obligations under the Utilisation Request to the extent not paid by the
Non-funding JV Shareholder as at such date. If the Funding JV Shareholder
wishes to satisfy all (but not some) of such Non-funding JV Shareholder’s
outstanding obligations under the Utilisation Request (the “Outstanding
Obligations”), it shall make payment by way of loan to JV Co, as soon
as reasonably practicable and in any event no later than 10 Business Days following
the Funding Date of all (but not some), of the Outstanding Obligations, to the
account set out in the Utilisation Request. Any such loan shall be provided on
the terms and conditions of, and be represented by, the Loan Agreement.


 


4.1.10  If the Funding JV Shareholder has
satisfied all (but not some) of the Non-funding JV Shareholder’s Outstanding
Obligations under Clause 4.1.9, then the Non-funding JV Shareholder shall be
released from all of its obligations in respect of its Outstanding Obligations
provided that the Non-funding JV Shareholder shall be entitled (but not
obliged) at any time during the period of six months following the Funding Date
(the “Additional Period”) to pay all or some
(in a maximum of four tranches and at different times during the Additional
Period) of the Outstanding Obligations and the amount of the loan drawn down
under the Loan Agreement shall be reduced accordingly. The order of priority in
respect of the repayments by JV Co of any amounts under the JV Shareholder RCF
and any Loan Agreement shall be as stated in the JV Shareholder RCF. If following
the expiry of the Additional Period, the Non-Funding JV Shareholder has failed
to satisfy all or part of the Outstanding Obligations, the JV Co Board shall
after a written request (the “Subscription Notice”)
from the Funding JV Shareholder made no later than 10 Business Days after the
end of the Additional Period, and in consideration for the waiver by the
Funding JV Shareholder of JV Co’s obligations under the Loan Agreement entered
into pursuant to Clause 4.1.9 (and as such amount drawn down thereunder may
have been reduced by this Clause 4.1.10), offer the Funding JV Shareholder
Ordinary Shares (“New Shares”) for subscription by
it. The price payable for the New Shares so offered, and the number of New
Shares so offered, shall be determined by reference, to the Fair Market Value
of entire JV Group, so as to equal, in aggregate, the value of the Outstanding
Obligations not so satisfied. The Funding JV Shareholder shall, by written
notice to JV Co within 10 Business Days of the Fair Market Value being agreed
or determined, state whether it wishes to accept the offer on the terms, and in
the amount, set out by the JV Co Board. Once it accepts the offer, the Funding
JV Shareholder shall be bound to make such subscription.


 


4.1.11  If a Loan Agreement is to be entered
into under Clause 4.1.9 and/or the Funding JV Shareholder elects to subscribe
for the New Shares offered under Clause


 


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4.1.10, the Non-funding JV Shareholder shall (in accordance
with the JV Articles of Association and the provisions of this Agreement,
including without limitation Clauses 5.3.4.2 and 6.1.2) give, exercise, make or
pass, or procure to be given, exercised, made or passed, all such consents,
approvals, agreements, waivers, voting rights (including by means of written
resolution), requests and/or resolutions and do, or cause to be done, all such
other acts or things as may be necessary to enter into the Loan Agreement
and/or complete the issue of New Shares, as the case may be. Promptly after
receiving the necessary consents or approvals pursuant to this Clause 4.1.1 1,
JV Co shall, in the case of the Loan Agreement, enter into the Loan Agreement
and, in the case of a Subscription Notice, allot and issue (credited as fully
paid) the relevant New Shares, update the Funding JV Shareholder’s holdings of
Shares in the register of members, and complete and despatch to the Funding JV
Shareholder certificates for the New Shares.


 


4.1.12  The parties agree that they shall
not request or otherwise require pursuant to any provision of this Agreement
(including without limitation pursuant to any Consolidation Reserve Matters),
that the JV Management Team makes any decision or request under Clause 4.1.8.
Accordingly, any decision or request made by the JV Management Team under
Clause 4.1.8 shall be made both in the best interests of JV Co and
independently of any request made by any JV Shareholder.”


 


2.6        Clause 4.2 shall be deleted in its entirety,


 


2.7        Paragraph 1.1  of Schedule 4 shall be amended by adding the wording
“liquidation, reorganisation,” after the word “solvent” and before the word
“reconstruction” on the fourth line.


 


2.8        Paragraph 4.1 of Schedule 5 shall be
amended by adding the wording “or of the entire JV Group, as the case may be”
after the words “JV Investment” and before the word “between” on the second
line.


 


2.10      A new paragraph 4.3.7 shall he added to
paragraph 4.3 of Schedule 5 as follows:


 


“4.3.7  For the purposes
of Clause 4.1.10 the Fair Market Value shall be calculated as at
the last day of the Additional Period (as defined in Clause 4.1.10) and by
reference to the JV Group as a whole.”


 


3.          TRANSFER OF SHARES


 


3.1        CPW currently holds 993,619,764 Shares
(being 993,619,764 ordinary shares of £l each and representing 45% of the aggregate amount of all of
the Shares) (“CPW JV Co Shares”)  and
CPW Affiliate holds 110,402,197 Shares (being 110,402,197 ordinary shares of £1
each in the capital of JV Co representing 5% of the aggregate amount of all of
the Shares) (“CPWAffiliate JV Co Shares”), BBY
Distributions currently holds 1,104,021,961 Shares being 1,104,021,961 ordinary
shares of £1 each and representing 50% of the aggregate amount of all the
Shares.


 


3.2        Prior to the Demerger becoming effective,
New CPW shall become a party to the SHA by executing a  deed of
adherence substantially in the form set out in Schedule 6, by which it agrees
to be bound by the terms of the SHA, and CPW will transfer the CPW JV Co
Shares, together with its holding of shares in CPW Affiliate, to New CPW. CPW
Affiliate will continue to hold the CPW Affiliate JV Co Shares after the
Demerger. CPW


 


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undertakes to BBY Hold Co not to transfer the CPW JV
Co Shares to New CPW until after New CPW becomes the holding company of CPW
pursuant to the scheme of arrangement as part of the Demerger.


 


3.3         The parties hereby agree
that, notwithstanding any provision of the SHA to the contrary (including
without limitation Clause 11),
CPW shall be permitted to transfer the CPW JV Co Shares to New CPW, and that,
subject to the payment of any stamp duty by New CPW in respect of such
transfer, the parties agree to procure that, following such transfer, New CPW
shall be entered into the register of members of JV Co as the holder of the CPW
JV Co shares, and that a share certificate shall be issued to New CPW in
respect of the same.


 


3.4         On and as of the
Transfer Date, and subject to clauses 3.7 and 3.8 below:


 


3.4.1        all references to CPW in the
SHA (both before and after it is amended by this Agreement) shall be deemed to
be a reference to New CPW as if New CPW were named as a party to the SHA in
place of CPW;


 


3.4.2        New CPW shall assume all of
the obligations and liabilities of CPW under the SHA, perform all the
agreements, undertakings and covenants on the part of CPW under the SHA and
take the benefit of all of CPW’s rights under the SHA (in each case both before
and after it is amended by this Agreement) as if New CPW were an original party
to the SHA in place of CPW, notwithstanding that the facts, circumstances or
events giving rise to any of them arose or occurred before or after the
Transfer Date; and


 


3.4.3        CPW shall assign and transfer
to New CPW all of its rights, benefits and claims (subject to all of its
obligations) under the SHA (both before and after it is amended by this Agreement)
in place of CPW, notwithstanding that the facts, circumstances or events giving
rise to any of them arose or occurred before or after the  Transfer Date.


 


3.5         On and as of the Transfer
Date and subject to clauses 3.7 and 3.8 below, each of BBY Hold Co, BBY
Distributions and CPW Retail on the one hand and CPW on the other hand,
releases and discharges the other from all undertakings or obligations to the
other under the SHA (in each case both before and after it is amended by this
Agreement), notwithstanding that the facts, circumstances or events giving rise
to them arose or occurred before the Transfer Date.


 


3.6         Each of BBY Hold Co, BBY
Distributions and CPW Retail on the one hand and CPW on the other hand confirm
that on and as of the Transfer Date, and subject to clauses 3.7 and 3.8 below,
they have no claim of any nature whatsoever including negligence against the
other under or pursuant to the SHA (in each case both before and after it is
amended by this Agreement) and/or on any other account in respect of CPW being
a JV Shareholder and to the extent that any such claims exist they are hereby
waived.


 


3.7         Where Schedule 8 contains an undertaking
or obligation to carry out any act which can only be performed by CPW itself
(including but not limited to the making of a tax claim or election by CPW) CPW
shall remain liable for the same but shall be entitled to indemnification by
New CPW under clause 3.8 below.


 


3.8         New CPW shall indemnify CPW
on demand in respect of any claims, losses, damages, fines, penalties,
interest or costs (together “Indemnified
Claims”)  that CPW suffers or incurs:
(i) under or in connection with the SHA or being a JV Shareholder
notwithstanding that the facts, circumstances or events giving rise to any
Indemnified Claim arose or occurred before or after the Transfer Date; and/or
(ii) the performance of CPW of an undertaking or obligation falling with clause
3.7 above.


 


3.9         On and as from the date of
Admission, each of New CPW on the one hand, and BBY Hold Co and BBY Distributions
on the other, jointly and severally agree that save with the


 


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consent
of the other, neither will place any additional and substantial obligations on
the CEO or CFO or any other senior executives of the JV Co Group in respect of
participating in any business matters including without limitation investor
relation matters for any CPW Group Company or any BBY Group Company (as the
case may be) that would materially distract such persons from their day to day
duties to the JV Co Group.


 


3.10      New CIW undertakes to BBY Distributions
that for a period of 12 months after the Demerger becoming effective with its
terms shall procure that CPW Affiliate will continue to hold at least 5% of the
Shares.


 


4.          AGREED FORM DOCUMENTS


 


The following
documents shall be additional agreed form documents (as initialled on the date
of this Agreement for the purposes of identification by or on behalf of the
parties hereto):


 


4.1        JV Shareholder RCF;


4.2        Support Letters;


4.3        Loan Agreement; and


4.4        Deed of Novation.


 


5.          EFFECT OF THIS AGREEMENT


 


5.1        If the Transfer Date has not occurred on
or before 30 September 2010 all of clause 3 of this Agreement shall be null
and void and will no longer apply and all references to New CPW in the SHA (as
amended by this Agreement) shall be automatically deleted.


 


5.2        Each party agrees, at its own cost, to
perform (or procure the performance of) all further acts and things, and
execute and deliver (or procure the execution and delivery of) such further documents,
as may be required by law or as any of them may reasonably require to implement
and/or give effect to this Agreement and the transactions contemplated by it.


 


5.3        Save as amended by this Agreement, the SHA
shall remain in full force and effect.


 


5.4        Clauses 23.1 to 34 shall also apply to
this Agreement, and are hereby amended so as to include the SHA as amended by
this Agreement.


 


6.          MISCELLANEOUS


 


6.1        This Agreement may be executed in any
number of counterparts, and by each party on separate counterparts. Each
counterpart is an original, but all counterparts shall together constitute one
and the same instrument. Delivery of a counterpart of this Agreement by e-mail
attachment or telecopy shall be an effective mode of delivery.


 


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This Agreement has been executed and delivered as a deed on the date first
mentioned above.


 


 




	
  Executed as a deed by The Carphone Warehouse Group PLC acting by a director, in the
  presence of:

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by CPW Retail Holdings Limited acting by a director, in the
  presence of:

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by Best Buy Co. Inc. acting by a director, in the presence
  of:

  	
   

  	
  /s/ James L. Muehlbauer

  
	
   

  	
  Executive Vice
  President - Finance & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James L. Muehlbauer

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  /s/ Michelle D. Savik

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  Michelle D. Savik

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  7601 Penn Avenue South

  	
   

  	
   

  
	
  Richfield, MN 55423

  	
   

  	
   

  






 


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  Executed as a deed by Best Buy Distributions Limited acting by a director, in the
  presence of:

  	
   

  	
  /s/ James L. Muehlbauer

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James L. Muehlbauer

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  /s/ Michelle D. Savik

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  Michelle D. Savik

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  7601 Penn Avenue South

  	
   

  	
   

  
	
  Richfield, MN 55423

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by New Carphone Warehouse plc acting by a director, in the
  presence of:

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


10

















 




	
  Executed as a deed by Best Buy Distributions Limited acting by a director, in the
  presence of:

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by New Carphone Warehouse plc acting by a director, in the
  presence of:

  	
   

  	
  /s/ Roger Taylor

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Roger Taylor

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  /s/ T.S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  T.S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  As Above

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by Best Buy Europe Distributions Limited acting by a
  director, in the presence of:

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 

















 


This Agreement has been executed and is delivered
as a deed on the date first mentioned above.


 




	
  Executed as a deed by The Carphone Warehouse Group PLC acting by a director, in
  the presence of:

  	
   

  	
  /s/ Roger Taylor

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Roger Taylor

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  /s/ T.S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  T.S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  1 Portal Way

  	
   

  	
   

  
	
  London

  	
   

  	
   

  
	
  W3 6RS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by CPW Retail Holdings Limited acting by a director, in the
  presence of:

  	
   

  	
  /s/ Roger Taylor

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Roger Taylor

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by Best Buy Co. Inc. acting by a director, in the presence
  of:

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 






 












 


DATE 28 JANUARY 2010


 


THE CARPHONE WAREHOUSE GROUP PLC


 


and


 


CPW RETAIL HOLDINGS LIMITED


 


and


 


BEST BUY CO., INC.


 


and


 


BEST BUY DISTRIBUTIONS LIMITED


 


and


 


NEW CARPHONE WAREHOUSE PLC


 


and


 


BEST BUY EUROPE DISTRIBUTIONS LIMITED


 






 


DEED OF NOVATION AND ASSIGNMENT


 


of a sale and purchase agreement dated 7 May


2008, as amended on
30 June 2008, a consortium 


relief agreement
dated 30 June 2008 and a letter


of support dated 28 January 2010


 






 

















 


THIS
AGREEMENT is made
on 28 January 2010


 


PARTIES:


 


(1)         THE CARPHONE WAREHOUSE GROUP PLC, incorporated and registered in England
and Wales with company number 03253714 whose registered office is at 1 Portal
Way, London W3 6RS (to be renamed TalkTalk Telecom Holdings Limited on or
around the Demerger (as defined below)) (“CPW”);


 


(2)         CPW RETAIL HOLDINGS LIMITED, incorporated and registered in England
and Wales with company number 06585729 whose registered office is at 1 Portal
Way, London W3 6RS  (“CPW
Affiliate”);


 


(3)         BEST BUY CO. INC., incorporated and registered in the State
of Minnesota, whose registered office address is at 7001 Penn Avenue South
Richfield, MN 55423, United States of America (“Best Buy”);


 


(4)         BEST BUY DISTRIBUTIONS LIMITED, incorporated and registered in England
and Wales with company number 06576708 whose registered office is at 100 New
Bridge Street, London EC4V 6JA (“Best
Buy Acquisition Co”).


 


(5)         NEW CARPHONE WAREHOUSE PLC, incorporated and registered in England
and Wales with company number 07105905 whose registered office is at 1 Portal
Way, London W3 6RS (to be renamed Carphone Warehouse Group PLC on or around the
Demerger (as defined below)) (“New CPW”);
and


 


(6)         BEST BUY EUROPE DISTRIBUTIONS
LIMITED,
incorporated and registered in England and Wales with company number 06534088
whose registered office is at 1 Portal Way, London W3 6RS (previously called
CPW Distribution Holdings Limited (“Company”).


 


(together the parties).


 


WHEREAS:


 


(A)        The parties (except New CPW and the
Company) are party to a sale and purchase agreement dated 7 May 2008, as
amended on 30 June 2008 relating to the sale and purchase of 50% of the
issued ordinary share capital of the Company (“SPA”).


 


(B)        The parties (except New CPW and the
Company) are party to a shareholders’ agreement relating to the operation of the
Company, dated 30 June 2008, as amended on 29 July 2009 and on
today’s date (“SHA”).


 


(C)        The parties (except CPW Affiliate, Best
Buy and New CPW) are party to a consortium relief agreement dated 30
June 2008 (“CRA”).


 


(D)        The parties (except CPW Affiliate) arc
party to a revolving credit facility, in an aggregate amount of £125 million,
for the benefit of the Company entered into today (“JV Shareholder RCF”).


 

















 


(E)         CPW has provided a support letter to the
Company in the amount of £50 million dated today (“CPW Support Letter”)  and Best Buy has also provided an
identical support letter to the Company on the same date (“BBY Support Letter”).


 


(F)         CPW is proposing to effect a separation
of its “TalkTalk businesses” from its other business interests by a  demerger including a scheme of
arrangement followed by the listing on the official list of the Financial
Services Authority and admission to trading on the main market of the London
Stock Exchange plc of each of New CPW (“New CPW
Admission”)  and the new holding company of the
TalkTalk businesses (collectively, the “Demerger”). Prior
to the Demerger becoming effective CPW will transfer all of the shares it holds
in the Company (“Shares”)  to
New CPW and CPW Affiliate will continue to hold its shares in the Company after
the Demerger.


 


(G)        As part of the Demerger, CPW wishes to
assign and transfer all of its rights and novate and transfer all of its
obligations and liabilities under each of the SPA and the CRA (together, the “Novated Agreements”)  and
the CPW Support Letter to New CPW and execute a  new support
letter from New CPW to the Company (“New
Support Letter”) on
substantially the same terms as the CPW Support Letter in accordance with the
terms of this Agreement, and assume all of CPW’s rights, obligations and liabilities
under the SHA in accordance with the terms of a
separate amendment agreement to the SHA entered into today between
the parties (except the Company).


 


IT IS
AGREED as
follows:


 


1.          INTERPRETATION


 


1.1        Words and expressions used in this
Agreement have the meaning given to them in the SPA unless otherwise expressly
specified herein.


 


1.2        References to Clauses and/or Schedules
shall be references to those contained in the SPA unless otherwise expressly
specified herein. References herein to the SPA shall be deemed to include all
of the Schedules to the SPA.


 


2.          EFFECTIVE DATE


 


2.1        The provisions of Clause 3 and 4 of this
Agreement shall only become effective: (i) in respect of the Novated
Agreements, on the date CPW transfers the Shares to New CPW (“Transfer Date”); and (ii) in respect of the CPW
Support Letter and the New Support Letter, on the date of the New CPW Admission
(“New CPW Admission
Date”).


 


2.2        If the Transfer Date has not occurred on
or before 30 September 2010 all of this Agreement shall be null and void
and will automatically be rescinded.


 


2.3        If the New CPW Admission Date has not  occurred on  or before 30
September 2010, the provisions of this Agreement relating to the CPW
Support Letter and the New Support Letter shall be null and void and will
automatically be rescinded will no longer apply.


 


2.4        Each party agrees, at its own cost, to
perform (or procure the performance of) all further acts and things, and
execute and deliver (or procure the execution and delivery of) such further
documents, as may be required by law or as any of them may


 

















 


reasonably
require to implement and/or give effect to any rescission under clause 2.2 and
clause 2.3 and the matters contemplated by those clauses.


 


3.          NOVATION AND ASSIGNMENT


 


3.1        On and as of the Transfer Date, the
parties agree that each of the following shall, subject to Clause 4.2 below,
automatically take effect:


 


3.1.1      CPW
shall assign and transfer to New CPW all of the rights, benefits, past, present
and future claims that CPW has under each of the Novated Agreements as if New
CPW was an original party to each of the Novated Agreements in place of CPW,
notwithstanding that the facts, circumstances or events giving rise to any of
them arose or occurred before or after the Transfer Date.


 


3.1.2      CPW
shall novate and transfer to New CPW all of the obligations and liabilities of
CPW that CPW has under each of the Novated Agreements as if New CPW was an
original party to each of the Novated Agreements in place of CPW
notwithstanding that the facts, circumstances or events giving rise to any of
them arose or occurred before or after the Transfer Date.


 


3.1.3      New
CPW undertakes to assume all the rights, obligations and liabilities under each
of the Novated Agreements and to observe and perform all the agreements,
undertakings and covenants on the part of CPW to be assumed, observed and
performed pursuant to each of the Novated Agreements in every way as if New CPW
was an original party to each of the Novated Agreements in place of CPW,
notwithstanding that the facts, circumstances or events giving rise to any of them
arose or occurred before or after the Transfer Date.


 


3.1.4      Each
of the parties (except New CPW) agrees to perform each of the Novated
Agreements to which they are a party and be bound by the terms of such Novated
Agreements in every way as if New CPW was an original party to each of the
Novated Agreements in place of CPW.


 


3.2         On and as of the New CPW Admission Date,
the parties agree that each of the following shall automatically take effect:


 


3.2.1      CPW
shall assign and transfer to New CPW all of the rights, benefits, past, present
and future claims that CPW has under the CPW Support Letter as if New CPW was
an original party to the CPW Support Letter in place of CPW, notwithstanding
that the facts, circumstances or events giving rise to any of them arose or
occurred before or after the New CPW Admission Date.


 

















 


3.2.2      CPW
shall novate and transfer to New CPW all of the obligations and liabilities of
CPW that CPW has under the CPW Support Letter as if New CPW was an original party
to the CPW Support Letter in place of CPW notwithstanding that the facts,
circumstances or events giving rise to any of them arose or occurred before or
after the New CPW Admission Date.


 


3.2.3      New
CPW undertakes to assume all the rights, obligations and liabilities under the
CPW Support Letter and to observe and perform all the undertakings and
covenants on the part of CPW to be assumed, observed and performed pursuant to
the CPW Support Letter in every way as if New CPW was an original party to the
CPW Support Letter in place of CPW, notwithstanding that the facts,
circumstances or events giving rise to any of them arose or occurred before or
after the New CPW Admission Date.


 


3.2.4      New
CPW shall execute the New Support Letter and the CPW Support Letter shall no
longer apply save in respect of any rights, obligations and liabilities set out
in this clause 3.2 accrued before the New CPW Admission Date (including, for
the avoidance of doubt any drawdown made under the CPW Support Letter before
the New CPW Admission Date) which shall be assigned and novated to New CPW in
accordance with this clause 3.2, and
the New Support Letter shall be amended accordingly it being agreed by the
parties that following the New CPW Admission Date and the provisions of this
clause 3.2 becoming effective any new drawdowns shall only be made under the
New Support Letter to the extent not previously drawndown under the CPW Support
Letter prior to the New CPW Admission Date.


 


4.          RELEASE OF OBLIGATIONS AND LIABILITIES


 


4.1         Automatically on the Transfer Date in
respect of the Novated Agreements and on the New CPW Admission Date in respect
of the CPW Support Letter, and subject only to Clause 4.2 below, each of the parties
(except CPW and New CPW):


 


4.1.1      releases
and discharges CPW from the performance and observance of all and any
undertakings or obligations on the part of CPW contained in each of the Novated
Agreements and the CPW Support Letter, respectively;


 


4.1.2      accepts
the liability of New CPW under each of the Novated Agreements and the CPW
Support Letter, respectively in lieu of the liability of CPW in every way as if
New CPW were named in the Novated Agreements and the CPW Support Letter in
place of CPW; and


 


4.1.3      waives
all and any claims they may otherwise have had against CPW pursuant to each of the
Novated Agreements and the CPW Support Letter, respectively in respect of any
act or omission on the part of CPW occurring prior to or after the Transfer
Date and the New CPW Admission Date, respectively.


 

















 


4.2         Where clause 20 of or Schedule 7 to the
SPA, Schedule 8 of the SHA or any provision of the CRA contains an undertaking
or obligation to carry out any act which can only be performed or observed by
CPW itself (including but not limited to the making of a tax claim or election
by CPW) and not New CPW either in substitution for or on behalf of CPW, CPW
shall remain liable for the same, but shall be entitled to indemnification by
New CPW under Clause 4.3 below.


 


4.3         New CPW. shall indemnify CPW on demand
against any claims, losses, damages, fines, penalties, interest or costs
(together “Indemnified Claims”) that CPW suffers or incurs under or
in connection with (i) each of the Novated Agreements after the Transfer
Date and the CPW Support Letter after the New CPW Admission Date notwithstanding
that the facts, circumstances or events giving rise to any Indemnified Claims
arose or occurred before or after the Transfer Date or the New CPW Admission
Date, respectively and/or (ii) the performance by CPW of an undertaking or
obligation falling within Clause 4.2.


 


5.           CONTINUANCE


 


Save as amended by
this Agreement, each of the Novated Agreements and the CPW Support Letter
followed by the New Support Letter shall remain in full force and effect.


 


6.           WARRANTIES


 


6.1         New CPW warrants to Best Buy and Best Buy
Acquisition Co on and as of the date of this Agreement, the Transfer Date and
the New CPW Admission Date in the terms of the warranties set out in Schedule
1. Each warranty shall be separate and independent and (except as expressly
otherwise provided) no warranty shall be limited by reference to any other
warranty.


 


6.2         Best Buy and Best Buy Acquisition Co
warrant to New CPW on and as of the date of this Agreement, the Transfer Date
and the New CPW Admission Date in the terms of the warranties set out in
Schedule 2. Each warranty shall be separate and independent and (except as
expressly otherwise provided) no warranty shall be limited by reference to any
other warranty.


 


7.           MISCELLANEOUS


 


7.1         This Agreement, and the documents
referred to in it, constitutes the entire agreement and understanding of the
parties and supersedes any previous agreement between the parties relating to
the subject matter of this Agreement.


 


7.2         This Agreement may be executed in any
number of counterparts, and by each party on separate counterparts. Each
counterpart is an original, but all counterparts shall together constitute one
and the same instrument. Delivery of a counterpart of this Agreement by e-mail
attachment or telecopy shall be an effective mode of delivery.


 


7.3         Except insofar as this Agreement
expressly provides that a third party may in his own right enforce a term of
this Agreement, a person who is not a party to this Agreement


 

















 


has no right under the Contracts (Rights of Third Parties)
Act 1999 to rely upon or enforce any term of this agreement but this does not affect
any right or remedy of a third party which exists or is available apart from that
Act.


 


7.4         Each party shall bear the costs and
expenses incurred by it in relation to the negotiation and  performance of
this Agreement.


 


8.            GOVERNING LAW AND JURISDICTION


 


8.1         This Agreement and any dispute or claim arising out of or in connection with it
or its subject matter or formation (including non-contractual disputes or
claims) shall be governed by and construed in accordance with English law.


 


8.2         The parties irrevocably agree that the
courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim that arises out of, or in connection with, this Agreement or
its subject matter or formation (including non-contractual disputes or claims).


 

















 


SCHEDULE 1


New CPW Warranties


 


1.          New CPW is validly incorporated, in
existence and duly registered under the laws of its jurisdiction and has full
power to conduct its business as conducted on the date of this Agreement.


 


2.          This Agreement and each transaction
document which is to be entered into by New CPW or a member of its group in
respect of the reorganisation, Demerger and New CPW Admission (each a “Transaction Document”) will, when executed, constitute
valid and binding obligations of New CPW or the relevant member of its group.


 


3.          New CPW and each other member of its
group has obtained or will obtain as part of the Demerger all of its own
corporate authorisations and so far as New CPW is aware all other governmental,
statutory, regulatory or other consents, licences, authorisations, waivers or
exemptions required to empower it to enter into and perform its obligations
under this Agreement and any other Transaction Document to which it is a party.


 


4.          Neither the entry into and performance by
New CPW or any member of its group of this Agreement and/or any Transaction
Document to which it is a party will breach any provision of its memorandum and
articles of association, by-laws, or equivalent constitutional documents in any
way that would adversely affect to a material extent its ability to enter into
or perform its obligations under this Agreement and/or any Transaction Document
to which it is a party.


 


5.          So far as New CPW is aware neither entry
into this Agreement nor implementation of the reorganisation, Demerger and New
CPW Admission will:


 


(a)         result in violation or breach of any laws
or regulations applicable to New CPW any member of its group in any relevant
jurisdiction; or


 


(b)         amount to a violation or default with
respect to any statute, regulation, order, decree or judgment of any court or
any governmental or regulatory authority in any jurisdiction,


 


by New CPW or any
member of its group, where, in each case, the breach, conflict or violation
would adversely affect to a material extent its ability to enter into or perform
its obligations under this Agreement and/or any other Transaction Document to
which it is a party.


 


6.          Except as disclosed in the Transaction
Documents or as required in the ordinary course of business or by operation of
law, New CPW nor any member of the CPW Group is required to make any
announcement, consultation, notice, report or filing, in each case in connection
with the execution and performance of this Agreement or any other Transaction
Document.


 






 












 


SCHEDULE 2


Best Buy and Best Buy Acquisition Co Warranties


 


1.                                 Each of Best Buy and Best Buy Acquisition
Co is validly incorporated, in existence and duly registered under the laws of
its jurisdiction and has full power to conduct its business as conducted on  the
date of this Agreement.


 


2.                                 This Agreement and each of, the amended
SHA entered into today, the JV Shareholder RCF and the BBY Support Letter (“New BBY Agreements”) will, when executed, constitute valid
and binding obligations of each of Best Buy and Best Buy Acquisition Co.


 


3.                                 Each of Best Buy and Best Buy Acquisition
Co has obtained all of its own corporate authorisations and so far as they are
aware all other governmental, statutory, regulatory or other consents,
licences, authorisations, waivers or exemptions required to empower it to enter
into and  perform its obligations under the New BBY
Agreements.


 


4.                                 Neither the entry into and performance by
each of Best Buy and Best Buy Acquisition Co of the New BBY Agreements will
breach any provision of its memorandum and articles of association, by-laws, or
equivalent constitutional documents in any way that would adversely affect to a
material extent its ability to enter into or perform its obligations under the
New BBY Agreements.


 


5.                                 So far as each of Best Buy and Best Buy
Acquisition Co are aware entry into the New BBY Agreements will not:


 


(c)                           result in violation or breach of any laws
or regulations applicable to each of Best Buy and Best Buy Acquisition Co in
any relevant jurisdiction; or


 


(e)                           amount to a violation or default with
respect to any statute, regulation, order, decree or judgment of any court or
any governmental or regulatory authority in any jurisdiction,


 


by each of Best
Buy and Best Buy Acquisition Co, where, in each case, the breach, conflict or
violation would adversely affect to a material extent its ability to enter into
or perform its obligations under the New BBY Agreements.


 


6.                                 Except as required in the ordinary course
of business or by operation of law neither Best Buy or Best Buy Acquisition Co
is required to make any announcement, consultation, notice, report or filing,
in each case in connection with the execution and performance of this Agreement
or any of the New BBY Agreements.


 

















 


This Agreement has
been executed and is delivered as a deed on the date first mentioned above.


 




	
  Executed as a deed by The Carphone Warehouse Group PLC acting by a  director,
  in the presence of:

  	
   

  	
  /s/ Roger Taylor

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Roger Taylor

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  /s/ T. S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  T. S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  1 Portal Way

  	
   

  	
   

  
	
  London

  	
   

  	
   

  
	
  W3 6RS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by CPW Retail Holdings Limited acting by a director, in the
  presence of:

  	
   

  	
  /s/ Roger Taylor

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Roger Taylor

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  /s/ T. S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  T. S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  As Above

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by Best Buy Co. Inc. acting by a director, in the presence
  of:

  	
   

  	
  /s/ James L. Muehlbauer

  
	
   

  	
  Executive Vice President,
  Finance & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James L. Muehlbauer

  
	
   

  	
   

  	
  Name

  
	
  Signature

  	
   

  	
   

  
	
  /s/ Michelle D. Savik

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  Michelle D. Savik

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  7601 Penn Avenue S

  	
   

  	
   

  
	
  Richfield, MN 55423

  	
   

  	
   

  






 

















 




	
  Executed as a deed by Best Buy Distributions Limited acting by a director, in the
  presence of:

  	
   

  	
  /s/ James L. Muehlbauer

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James L. Muehlbauer

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  /s/ Michelle D. Savik

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  Michelle D. Savik

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  7601 Penn Avenue S

  	
   

  	
   

  
	
  Richfield, MN 55423

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by New Carphone Warehouse plc acting by a director, in the
  presence of:

  	
   

  	
  /s/ Roger Taylor

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Roger Taylor

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  /s/ T.S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  T.S. Morris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  As Above

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a deed by Best Buy Europe Distributions Limited acting by a
  director, in the presence of:

  	
   

  	
  /s/ T.S. Morris

  
	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  T.S. Morris

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  /s/ Catherine Norris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of witness 

  	
   

  	
   

  
	
  Catherine Norris

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
  1 Portal Way

  	
   

  	
   

  
	
  London

  	
   

  	
   

  
	
  W3 6RS