Best Buy 2003 Annual Report Download - page 49

4.4 Affirmation of Credit Agreement, Further References. The Banks and the Company each acknowledge and affirm that
the Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions and provisions of
the Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full force and effect. All references in
any document or instrument to the Credit Agreement are hereby amended and shall refer to the Credit Agreement as amended by this
Amendment. The Company confirms to the Banks that all of the terms, conditions, provisions, agreements, requirements, promises,
obligations, duties, covenants and representations of the Company under any and all other documents and agreements entered into
with respect to the obligations under the Credit Agreement are incorporated herein by reference and are hereby ratified and affirmed in
all respects by the Company.
3
4.5 Resolution and Incumbency Certificate. Within 30 days of the date of this Amendment, the Company will furnish to the
Agent a copy of the resolutions of the Board of Directors of the Company ratifying the execution, delivery and performance of this
Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or
Assistant Secretary (i) certifying that there has been no amendment to the Articles of Incorporation or Bylaws of the Company since
true and accurate copies of the same were delivered to the Agent with a certificate of the Secretary of the Company dated March 21,
2002, and (ii) identifying each officer of the Company authorized to execute this Amendment and any other instrument or agreement
executed by the Company in connection with this Amendment, and certifying as to specimens of such officer’s signature and such
officer’s incumbency in such offices as such officer holds.
Section 5. Merger and Integration, Superseding Effect. This Amendment, from and after the date hereof, embodies the entire agreement and
understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on the same subjects by and
between the parties hereto with the effect that this Amendment, shall control with respect to the specific subjects hereof and thereof.
Section 6. Severability. Whenever possible, each provision of this Amendment and any other statement, instrument or transaction contemplated hereby
or thereby or relating hereto or thereto shall be interpreted in such manner as to be effective, valid and enforceable under the applicable law of any jurisdiction,
but, if any provision of this Amendment or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be
held to be prohibited, invalid or unenforceable under the applicable law, such provision shall be ineffective in such jurisdiction only to the extent of such
prohibition, invalidity or unenforceability, without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of this
Amendment or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto in such jurisdiction, or affecting the
effectiveness, validity or enforceability of such provision in any other jurisdiction.
Section 7. Successors. This Amendment shall be binding upon the Company and the Banks and their respective successors and assigns, and shall
inure to the benefit of the Company and the Banks and the successors and assigns of the Banks.
Section 8. Legal Expenses. As provided in Section 8.03 of the Credit Agreement, the Company agrees to reimburse the Agent, upon execution of this
Amendment, for all reasonable out−of−pocket expenses (including attorney’ fees and legal expenses of Dorsey & Whitney LLP, counsel for the Agent) incurred
in connection with the Credit Agreement, including in connection with the negotiation, preparation and execution of this Amendment and all other documents
negotiated, prepared and executed in connection with this Amendment and in enforcing the obligations of the Company under this Amendment and to pay and
save the Agent harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Amendment, which
obligations of the Company shall survive any termination of the Credit Agreement.
4
Section 9. Headings. The headings of various sections of this Amendment have been inserted for reference only and shall not be deemed to be a part
of this Amendment.
Section 10. Counterparts. This Amendment may be executed in several counterparts as deemed necessary or convenient, each of which, when so
executed, shall be deemed an original, provided that all such counterparts shall be regarded as one and the same document.
Section 11. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA,
WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.