Best Buy 2003 Annual Report Download - page 96
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Title: Vice President — Finance & Treasurer
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Michael T. Lechner
Name: Michael T. Lechner
Title: ASSISTANT VICE PRESIDENT
3
SUPPLEMENTAL INDENTURE
RELATING TO RELEASE OF GUARANTORS
THIS SUPPLEMENTAL INDENTURE, dated as of December 3, 2001, by and among Best Buy Co., Inc. (the “Company”), a
corporation duly organized and existing under the laws of the State of Minnesota, certain of the Company’s subsidiaries, as
“Guarantors” under the Indenture referred to below (collectively, the “Existing Guarantors”), and Wells Fargo Bank Minnesota,
National Association, a national banking association, as trustee (the “Trustee”).
RECITALS
The Company, the Existing Guarantors and the Trustee are parties to an Indenture dated as of June 27, 2001, (the
“Indenture”) providing for the issuance of the Company’s Convertible Debentures due June 27, 2021 (the “Securities”).
Pursuant to the terms of the Indenture, the Board of Directors may designate certain of its subsidiaries as
“Unrestricted Subsidiaries” (as defined in the Indenture) for the purpose of releasing such subsidiaries as Guarantors of the
Company’s obligations under the Indenture and under the Securities.
Section 11.4(e) of the Indenture provides that the Trustee is authorized to execute any documents reasonably
required in order to evidence the release of any Guarantors from their obligations under the Indenture and under the Securities.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the Company, the Existing Guarantors and the Trustee mutually covenant and agree as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in
the Indenture.
2. Officers’ Certificate; Board Resolution. The Trustee acknowledges receipt of the Officers’ Certificate required by
Section 11.4(e) of the Indenture and a Secretary’s Certificate evidencing resolutions of the Company’s Board of Directors designating
certain of the Company’s subsidiaries as Unrestricted Subsidiaries.
3. Release of Guarantors. Pursuant to Sections 1.1 and 11.4 of the Indenture, the following subsidiaries of the
Company, as Unrestricted Subsidiaries, have been released from their obligations under the Indenture, the Securities and their
respective Guarantees:
• BBC Insurance Agency, Inc.;
• BBC Investment Co.;
• BBC Property Co.;
• Best Buy Purchasing LLC;
4
• BestBuy.Com, Inc.;
• Best Buy Concepts, Inc.;