Best Buy 2003 Annual Report Download - page 48

“Earnings Before Interest, Income Taxes, Depreciation and Amortization”: for any period of determination, the consolidated net
income of the Company and its Subsidiaries before deductions for income taxes, Net Interest Expense, depreciation and amortization,
all as determined in accordance with GAAP, excluding therefrom (a) nonoperating gains (including, without limitation, extraordinary
or unusual gains, gains from discontinuance of operations, gains arising from the sale of assets and other nonrecurring gains) of the
Company and its Subsidiaries during the applicable period and (b) similar nonoperating losses (including, without limitation, losses
arising from the sale of assets and other nonrecurring losses) of the Company and its Subsidiaries during such period.
“Interest Coverage Ratio”: for any Measurement Period, the ratio of (a) the sum of (i) Earnings Before Interest, Income Taxes,
Depreciation and Amortization plus (ii) Rental and Lease Expense to (b) the sum of (y) Net Interest plus (z) Rental and Lease
Expense.
2.2 Permitted Liens. Section 5.12(h) of the Credit Agreement is deleted in its entirety.
2.3 Schedule 5.13(k). Schedule 5.13(k) of the Credit Agreement is hereby amended and restated to read as set forth in
Exhibit A hereto, which Exhibit A is hereby made a part of the Credit Agreement as Schedule 5.13(k) thereto.
Section 3. Effectiveness of Amendments. The amendments contained in this Amendment shall become effective as of September 30, 2002 upon
delivery by the Company of, and compliance by the Company with, the following:
3.1 This Amendment duly executed by the Company, the Agent, and the Majority Banks.
3.2 A consent of each Guarantor in the form of Exhibit B attached to this Amendment, duly executed by such Guarantor.
3.3 The Company shall have satisfied such other conditions as specified by the Banks, including payment of all unpaid legal
fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and this
Amendment.
Each Bank consents to the execution, delivery and performance by the Agent of the letter dated as of October 1, 2002 given by the
Agent in favor of Company and HBSC Bank Canada relating to the Indebtedness described on Exhibit A hereto and acknowledges
receipt of copies of the Canadian Loan Documents (as defined therein).
Section 4. Representations, Warranties, Authority, No Adverse Claim.
4.1 Reassertion of Representations and Warranties, No Default. The Company hereby represents that on and as of the
date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit
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Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for
changes permitted by the terms of the Credit Agreement, and (b) there will exist no Default or Event of Default under the Credit
Agreement as amended by this Amendment on such date which has not been waived by the Banks.
4.2 Authority, Validity, No Conflict, No Consent Required. The Company represents and warrants that the Company has the
power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of
this Amendment and other agreements and documents executed and delivered by the Company in connection herewith or therewith by
proper corporate authority, and neither this Amendment nor the agreements contained herein contravenes or constitutes a default under
any agreement, instrument or indenture to which the Company is a party or a signatory or a provision of the Company’s Articles of
Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property
under any agreement binding on or applicable to the Company or any of its property except, if any, in favor of the Banks. The
Company represents and warrants that this Amendment constitutes the legal, valid, and binding obligations of the Company,
enforceable against the Company in accordance with its terms, subject to limitations as to enforceability which might result from
bankruptcy, insolvency, moratorium, and other similar laws affecting Creditors’ rights generally and general principles of equity. The
Company represents and warrants that no consent, approval or authorization of or registration or declaration with any person,
including but not limited to any governmental authority, is required in connection with the execution and delivery by the Company of
this Amendment or other agreements and documents executed and delivered by the Company in connection therewith or the
performance of obligations of the Company therein described, except for those which the Company has obtained or provided and as to
which the Company has delivered certified copies of documents evidencing each such action to the Agent.
4.3 No Adverse Claim. The Company warrants, acknowledges and agrees that no events have been taken place and no
circumstances exist at the date hereof which would give the Company a basis to assert a defense, offset or counterclaim to any claim
of the Banks with respect to the Obligations.