BEST BUY CO INC, 10-K, 1994-05-20

BEST BUY CO INC
10-K, 1994-05-20
RADIO, TV & CONSUMER ELECTRONICS STORES

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - ---- ACT OF 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 26, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - ---- EXCHANGE ACT OF 1934

Commission File Number: 1-9595

BEST BUY CO., INC.
(Exact Name of Registrant as Specified in Charter)
MINNESOTA 41-0907483
(State of Incorporation) (I.R.S. Employer
Identification Number)
7075 FLYING CLOUD DRIVE
EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612-947-2000

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
COMMON STOCK, $.10 PAR VALUE NEW YORK STOCK EXCHANGE
8-5/8% SENIOR SUBORDINATED NOTES,
DUE 2000 NEW YORK STOCK EXCHANGE
9% SUBORDINATED EXTENDIBLE NOTES,
DUE 1997 NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act:
NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
--- ---

The aggregate market value of voting stock held by non-affiliates of the
Registrant on May 11, 1994, was approximately $1,003,760,000. On that date,
there were 41,830,551 shares of Common Stock issued and outstanding.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year ended
February 26, 1994 ("Annual Report") are incorporated by reference into Part II.

Portions of the Registrant's Proxy Statement dated May 23, 1994 for the regular
meeting of shareholders to be held June 22, 1994 ("Proxy Statement") are
incorporated by reference into Part III.

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PART I

ITEM 1. BUSINESS

GENERAL

Best Buy Co., Inc. (the "Company") is one of the nation's leading and
fastest growing discount retailers, offering name brand consumer electronics,
personal computers and other home office products, major appliances and
entertainment software. The Company commenced business in 1966 as an audio
component systems retailer and in the early 1980s, with the introduction of the
video cassette recorder, expanded into video products. In 1983, the Company
adopted its current name, changed its marketing strategy to use mass
merchandising techniques for a wider variety of products, and began to operate
its stores with a consumer electronics "superstore" format. Due to the maturing
of the product cycle for video equipment, greater consumer sophistication, and
growing acceptance of discount retail formats, the Company, in 1988, began to
develop a retail concept that had greater appeal to evolving consumer
preferences and would differentiate it from other consumer electronics
superstores and mass merchandisers. In 1989, Best Buy introduced its "Concept
II" strategy, an innovative, self service, discount style store format
utilizing approximately 28,000 square feet, that the Company continues to
refine. All of the Company's stores currently utilize this format, with the
final 23 traditional superstores in Minnesota and Iowa converted to the
Concept II format in fiscal 1994. During the past two years the Company has
introduced larger versions of its Concept II store to offer an enhanced
selection of entertainment software, an expanded display of personal computers
and other home office products, and additional space for listening rooms and
home theater displays. The majority of the new stores in fiscal 1994 were
36,000 square feet, with some 45,000 square foot stores also opened. Due to
the increased sales productivity achieved with the 45,000 square foot version
the Company expects to open primarily that size store in fiscal 1995, with
stores of nearly 60,000 square feet planned in a few locations where population
density can support it.

In fiscal 1995, the Company intends to introduce its Concept III store, the
next evolution of its store format. These stores will feature increased
product selection and extended use of interactive technology to provide customer
assistance. The majority of the new stores to be opened in fiscal 1995 will
contain features of the Concept III design.

The Company's expansion into the major metropolitan markets of Atlanta,
Detroit and Phoenix during fiscal 1994 broadened the geographic area in which
the Company operates. At February 26, 1994 the Company has 151 stores in 18
states. The Company anticipates opening approximately 50 stores in fiscal 1995,
including entry into the markets of Charlotte, Cleveland, Orlando and
Washington, D.C. in the eastern United States and Los Angeles and Las Vegas in
the west. The expected store openings in fiscal 1995 also include additional
stores in existing markets. The

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Company expects to be operating approximately 200 retail locations by
December 1994.

INDUSTRY OVERVIEW

Consumer electronics retailing is a highly competitive industry and has
recently experienced significant consolidation. Examples of this consolidation
in 1993 include the closing of a significant number of Silo stores (97 of 232),
the acquisition of the remaining Silo stores by Fretter, Inc., the closing of
many of the McDuff/Video Concepts stores (110 of 416) and the liquidation of
Highland Superstores. While overall industry sales have grown relatively slowly
in recent years, the concentration of sales among the top retailers has
increased significantly. The relatively slow sales growth is due to market
saturation for many consumer electronics products and the absence of new
products in the market. In addition, the Company believes that consumers have
become more knowledgeable and value conscious, thereby putting pressure on
profit margins.

The increasing acceptance of personal computers in the workplace and at
home has led to an expansion in the channels of distribution for personal
computers and other home office products. As customers have sought increasingly
competitive prices, more discount retailers, such as Best Buy, have entered the
home office product market. The Company believes that it is well positioned to
withstand increased competition in the retail market for personal computer
products, traditionally low margin items, due to its early entry and experience
in the market, its broad product lines and its relatively low cost structure
which allows for profitable sales in a price competitive marketplace. In
addition, the Company believes that the changing technology and consumer demand
for access to the "Information Superhighway" will continue to generate increased
demand for computers and related products.

BUSINESS STRATEGY

The Company believes it has developed an innovative and efficient business
strategy that offers consumers meaningful advantages in store environment,
product value, selection and service. This strategy has helped Best Buy achieve
a significant, and in some cases dominant, share of the markets it serves for
most of the product categories it offers. As part of its overall `strategy, the
Company:

- Offers a self service, discount style store format, featuring easy to
locate display groupings, emphasizing customer choice and product
information and providing assistance from product specialists, when
needed, while eliminating the commissioned sales approach of the
traditional consumer electronics superstore.

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- Seeks to provide consumers with the best product value available in
the market area through active comparison shopping programs, daily
price changes, lowest price guarantees and special promotions
including 0% financing and reasonably priced extended warranties.

- Offers a wide selection of leading brand names, including JVC,
Pioneer, Panasonic, Magnavox, RCA, Sharp and Sony consumer
electronics; Apple, AT&T, Compaq, Dell, Hewlett Packard, IBM, Packard
Bell and Toshiba home office products; and Whirlpool and White-
Westinghouse major appliances.

- Locates stores in major shopping areas that are easily accessible from
major highways and thoroughfares.

- Provides convenient delivery, installation, warranty, repair and
computer upgrade services.

- Controls costs through its Concept II store format, the use of fully
integrated point-of-sale and management information systems and the
central control of all buying, merchandising and product distribution.

Best Buy's store format is a key component of its business strategy. The
Company believes that because customers are familiar with most consumer
electronics products and are accustomed to discount shopping formats, they
increasingly resist efforts to direct their choice of product and appreciate
controlling the purchase decision. In addition, the Company believes that its
competitors' use of directional, commissioned sales staffs and showrooms in
traditional superstores are inefficient methods of completing a sale.

The Company's stores are in large, open buildings with high ceilings. Most
of Best Buy's existing stores range in size from 28,000 to 45,000 square feet.
The majority of the stores which the Company plans to open in fiscal 1995 will
have approximately 45,000 square feet with larger stores of nearly 60,000 square
feet in selected locations. Stores of this size allow for a greater selection
of music and video titles, an expanded computer and home office product
presentation, and more space available for audio listening rooms and home
theater displays.

Best Buy's merchandise is displayed at eye level next to signs detailing
the products' major features, with the boxed product available directly beneath
the display model. Salaried product specialists and "Answer Centers" are
located in each product area for customers who desire assistance. These centers
are staffed by product specialists who are knowledgeable about the operations
and features of the merchandise on display. Each Answer Center has computer
terminals from which detailed product information can be printed and provided to
the customer. In addition, the Company

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has expanded the availability of technical support staff for the custom
configuration of personal computers and peripheral products as well as offering
computer software training classes at selected stores. The stores' self service
displays, Answer Centers and product specialists combine to leave customers in
control of their purchase decisions. The use of multiple, efficient check-out
lanes results in faster processing of the sales transaction.

The style of merchandising utilized in Best Buy's stores differs from most
other retailers selling comparable merchandise. The self service format allows
the customer to carry merchandise directly to the check-out lanes, pay for it
and leave the store. This system avoids the time consuming selection, purchase
and pick up system used at traditional consumer electronics superstores and
catalog showrooms. Many of the Company's competitors with the traditional
superstore format use commissioned sales staffs and have only display models on
the selling floor with stock stored in a back room. This traditional superstore
design allows sales personnel to direct the customer to products chosen by the
salesperson. In this situation, a salesperson typically will promote products
yielding the greatest sales commissions. In addition, these traditional
superstores generally stress the sale of extended service plans and have trained
their sales staffs to maximize the sale of these plans. The Company offers
extended service plans, generally at lower prices than its competitors, but does
not emphasize their sale.

The Company believes that its advertising strategy has greatly contributed
to its overall success. In fiscal 1994, Best Buy spent approximately 3.5% of
store sales on advertising, including the distribution of about 15.7 million
newspaper inserts weekly. The Company has vertically integrated advertising and
promotion capabilities and operates one of the largest in-house advertising
agencies in the Midwest. This capability allows the Company to respond rapidly
to competitors in a cost effective manner. In many of its markets, the Company
is able to secure and deliver merchandise to its stores and to create, produce
and run an advertisement all within a period of less than one week.

Print advertising, which accounts for approximately 60% of total
advertising expenditures, has historically consisted of 16 to 20-page, four-
color weekly inserts emphasizing a variety of product categories and featuring
extensive name brand selection and price range, supplemented with full page
newspaper advertisements. In fiscal 1995, the Company expects to reduce the
size of some of its weekly inserts and feature fewer selected products while
generating enhanced consumer awareness of the services, features and promotions
the Company offers. The Company also produces approximately 80 television and
radio commercials each year, each with a specific marketing message. Television
commercials and radio spots account for approximately 37% of total advertising
expenditures. The Company is reimbursed by vendors for a substantial portion of
advertising expenditures through cooperative advertising arrangements.

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Product service and repair are important aspects of Best Buy's marketing
strategy, allowing it to differentiate itself from warehouse clubs and other
discount stores which generally provide no such service. The Company offers to
service and repair virtually all products it sells, except major appliances in
certain markets, and has been designated by most of its suppliers as an
authorized service center. The Company contracts with outside factory service
organizations to service and repair major appliances. In addition, the Company
delivers and installs major appliances and large electronic products and
installs car stereos, cellular phones and security systems. Virtually all
products sold by the Company carry manufacturers' warranties.

PRODUCTS

Best Buy provides a broad selection of name brand models within each
product line in order to provide customers with greater choice. The Company
currently offers approximately 3,000 products, exclusive of entertainment
software, in four major product categories: consumer electronics, home office
equipment, major appliances and entertainment software. The Company is one of a
few large consumer electronics retailers that sell a broad selection of
entertainment software in all of their stores. It was also among the first
consumer electronics retailers to carry an extensive assortment of personal
computer products and related software. The Company also aggressively promotes
and displays a large selection of lower priced, high volume items, such as blank
audio and video tapes, portable audio equipment and photographic equipment.

Consumer electronics, consisting of video and audio equipment, is Best
Buy's leading product category. Video products include televisions, video
cassette recorders and camcorders. Audio products include audio components,
audio systems, portable audio equipment, keyboards, car stereos and mobile
electronics. The Company sells consumer electronics with brand names such as
Aiwa, Bose, Infinity, JBL, JVC, Magnavox, Panasonic, Pioneer, RCA, Sanyo/Fisher,
Samsung, Sharp, Sony, Technics and Toshiba. In fiscal 1995, the Company intends
to expand its product offerings in the consumer electronics category by adding
more technologically advanced products, appealing to the more sophisticated
consumer. Additionally, beginning in fiscal 1995, the Company will be one of
three authorized distributors of the satellite dishes needed to receive
broadcasts from the two providers of direct satellite broadcast television.

Best Buy's home office category includes personal computers and related
peripheral equipment, telephones, answering machines, fax machines, copiers and
calculators. The home office products include name brands such as Acer, Apple,
AT&T, Canon, Compaq, Dell, Epson, Hewlett Packard, IBM, NEC, Packard Bell,
Panasonic, Sharp and Toshiba.

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The major appliance category includes microwave ovens, washing machines,
dryers, air conditioners, dishwashers, refrigerators, freezers, ranges and
vacuum cleaners. Products in this category include brand names such as Eureka,
Hoover, Maytag, Sharp, Whirlpool and White-Westinghouse.

Best Buy's entertainment software category includes compact discs, pre-
recorded audio and video cassettes and computer software. The Company currently
offers an extensive selection of approximately 23,000 titles in most stores and
approximately 70,000 titles in selected stores in high population markets. The
Company believes that it has substantially increased customer traffic by
offering this wide assortment of entertainment software.

The following table sets forth the approximate percentages of store sales
from each of Best Buy's principal product lines.

<TABLE>
<CAPTION>
Fiscal Years Ended
---------------------------------------------------------
February 26, 1994 February 27, 1993 February 29, 1992
----------------- ----------------- -----------------
<S> <C> <C> <C>
Consumer Electronics:
Video. . . . . . . . . . . . . 22% 26% 28%
Audio. . . . . . . . . . . . . 16 20 22
Home Office. . . . . . . . . . . 35 27 22
Entertainment Software . . . . . 12 9 7
Major Appliances . . . . . . . . 9 11 13
Extended Service Plans . . . . . 1 1 2
Other (1). . . . . . . . . . . . 5 6 6
--- --- ---

Total. . . . . . . . . . . . . 100% 100% 100%
--- --- ---
--- --- ---

<FN>
(1) Primarily photographic equipment, blank audio and video tapes, video game
hardware and software, furniture and accessories.
</TABLE>

STORE LOCATIONS AND EXPANSION

The Company's strategy has been to enter major metropolitan areas with the
simultaneous opening of several stores and then to expand into contiguous non-
metropolitan markets. At February 26, 1994, 57 of the Company's 151 stores are
in non-metropolitan markets. The entry into a new market is preceded by a
detailed market analysis which includes a review of competitors, demographics
and economic data. Best Buy's store location strategy enables it to maximize
the effectiveness of advertising expenditures and to create a high level of
consumer awareness. In addition, the clustering of stores allows the Company to
maintain more effective management control, enhance asset utilization, and
utilize the Company's distribution facilities more efficiently.

When entering a new metropolitan market, the Company establishes a district
office, service center and major appliance warehouse. Each new store requires
approximately $3.0 million of working capital for merchandise inventory (net of
vendor

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financing), leasehold improvements, fixtures and equipment. Additional pre-
opening costs are incurred in hiring and training new employees and in
advertising. Pre-opening costs of approximately $180,000 per store are expensed
in the year the store is opened.

Best Buy is continuing its aggressive store expansion strategy. The
Company believes it has the necessary distribution and management information
systems as well as management experience and depth to support its expansion
plans. During the last fiscal year, the Company opened 40 stores, a 36%
increase in its store base. The Company intends to open approximately 50
additional stores during the current fiscal year, including stores in the major
markets of Charlotte, Cleveland, Las Vegas, Los Angeles, Orlando and
Washington, D.C.

The following table summarizes the number and location of stores presently
operated by the Company and which the Company plans to open during the current
fiscal year. The location and number of stores opened in fiscal 1995 may differ
from the following estimates.

<TABLE>
<CAPTION>
NUMBER OF STORES NUMBER OF STORES ESTIMATED NUMBER
AT FISCAL YEAR END PLANNED TO BE OF STORES TO BE
------------------------ OPENED IN FISCAL OPEN AT END OF
1992 1993 1994 1995 FISCAL 1995
---- ---- ---- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Illinois . . . . . . . . . . . 7 20 30 2 32
Texas. . . . . . . . . . . . . 15 26 28 3 31
Minnesota. . . . . . . . . . . 14 14 15 1 16
Michigan . . . . . . . . . . . -- -- 10 3 13
Wisconsin. . . . . . . . . . . 11 11 11 -- 11
Missouri . . . . . . . . . . . 10 10 10 -- 10
Georgia. . . . . . . . . . . . -- -- 7 2 9
Ohio . . . . . . . . . . . . . -- -- 2 7 9
Arizona. . . . . . . . . . . . -- -- 6 1 7
Indiana. . . . . . . . . . . . -- 7 7 -- 7
California . . . . . . . . . . -- -- -- 6 6
Colorado . . . . . . . . . . . 5 6 6 -- 6
Iowa . . . . . . . . . . . . . 5 5 5 -- 5
Kansas . . . . . . . . . . . . 3 3 4 -- 4
Virginia . . . . . . . . . . . -- -- -- 4 4
Arkansas . . . . . . . . . . . -- 1 2 1 3
Florida. . . . . . . . . . . . -- -- -- 3 3
Maryland . . . . . . . . . . . -- -- -- 3 3
Nebraska . . . . . . . . . . . 2 3 3 -- 3
North Carolina . . . . . . . . -- -- -- 3 3
Oklahoma . . . . . . . . . . -- 3 3 -- 3
South Carolina . . . . . . . . -- -- -- 3 3
Kentucky . . . . . . . . . . . -- -- -- 1 1
Nevada . . . . . . . . . . . . -- -- -- 1 1
New Mexico . . . . . . . . . . -- 1 1 -- 1
South Dakota . . . . . . . . . 1 1 1 -- 1
To Be Determined . . . . . . . -- -- -- 6 6
--- --- --- --- ---

Total . . . . . . . . . . 73 111 151 50 201
--- --- --- --- ---
--- --- --- --- ---
</TABLE>

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SUPPLIERS, PURCHASING AND DISTRIBUTION

The Company's marketing strategy depends, in part, upon its ability to
offer a wide selection of name brand products to its customers and is,
therefore, dependent upon satisfactory supplier relationships. Currently, Best
Buy's 25 largest suppliers account for approximately 70% of the merchandise
purchased by the Company, with five suppliers, Hewlett-Packard, IBM, Packard
Bell, RCA and Sony, accounting for approximately 29% of the Company's total
purchases. The loss of any one of these major suppliers could have a material
adverse effect on the Company's sales. While certain suppliers have at times
limited or discontinued their supply of products to the Company, the Company's
operations have not been materially adversely impacted by any limitation on or
loss of supply.

Best Buy has no written contracts with its suppliers but has not received
any indication that any suppliers will discontinue selling merchandise to the
Company. The Company has not experienced difficulty in maintaining satisfactory
sources of supply, and management believes that adequate sources of supply will
continue to exist for the types of merchandise sold in its stores. Because the
Company purchases a substantial portion of its audio and video products from
Japanese and other foreign manufacturers, world political and economic events
and trends, such as export-import controls and the value of the U.S. dollar
relative to the Japanese yen and other foreign currencies, may affect the
Company's ability to acquire and sell merchandise at sufficient volumes and
margins.

Best Buy's centralized buying staff purchases substantially all of the
Company's merchandise. The buying staff is responsible for overall inventory
management, including promotion planning, pricing and replenishment of store
inventory. Generally, with the exception of certain entertainment software,
there are no agreements with suppliers for the return of unsold inventory.
Merchandise remaining at the time of new product introduction is generally sold
on a close-out basis. Historically, revenues from the sale of close-out
merchandise have been insignificant. The Company utilizes an automatic
replenishment system for restocking its stores. Replenishment of store
inventories is based on inventory levels, historical and projected sales trends,
promotions and seasonality. The Company utilizes an extensive merchandise
planning and daily inventory monitoring system to manage inventory turns.

The majority of the Company's merchandise, except for major appliances, is
shipped directly from manufacturers to the Company's current distribution
centers in Minnesota and Oklahoma. Major appliances are shipped to satellite
warehouses in each of the Company's major markets. In order to respond to
shortened lead time from production to retail sale for certain computer and
entertainment software products, the Company has increased the

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volume of merchandise shipped directly to the stores from manufacturers and
distributors. The Company is, however, still dependent upon the distribution
centers for inventory storage and shipment of merchandise to stores. The
Company primarily uses contract carriers to ship merchandise from its
distribution centers to its stores. On average, stores are supplied with
merchandise on a weekly basis, although shipments are accelerated during the
year end holiday season. The Company believes that its distribution centers can
most effectively service stores within a 600 to 700 mile radius. The Company's
distribution facilities are being expanded considerably in fiscal 1995 to handle
the increased sales volume and store growth. A 200,000 square foot expansion
is being made to the Company's Oklahoma facility. A 700,000 square foot
distribution center in Virginia, expected to open in August 1994, will serve
many of the stores expected to be opened in fiscal 1995, as well as certain
existing stores in the central and southeast regions. The Company also expects
to utilize distribution facilities in California to service the new stores in
California and Nevada, as well as certain existing stores. The Company also
expects to lease a 240,000 square foot entertainment software distribution
facility in Minneapolis. The Company plans to continue investing in developing
new systems and purchasing material handling equipment to reduce labor costs,
improve accuracy in filling orders and enhance space utilization.

MANAGEMENT INFORMATION SYSTEMS

Best Buy has invested significant resources to develop proprietary software
that provides daily information on sales, gross margins and inventory levels by
store and by stockkeeping unit. These systems allow the Company to compare
current performance against historical performance and the current year's
budget. The systems have been designed to integrate all major aspects of the
Company's business including sales, warehousing, distribution, purchasing,
inventory control, merchandise planning and replenishment, as well as various
financial systems. Best Buy uses point-of-sale bar code scanning from which
sales information is polled at the end of each day. The Company is also
implementing EDI (Electronic Data Interchange) with selected suppliers for the
more efficient transmittal of purchase orders, shipping notices and invoices.
The Company believes that the systems it has developed have the ability to
continue to improve customer service, operational efficiency, and management's
ability to monitor critical performance factors. The systems have been designed
to support the growth and expansion of the Company for the foreseeable future.
Best Buy is continuing to make investments in designing new systems and
modifying existing systems, particularly in the distribution and inventory
management areas.

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STORE OPERATIONS

Best Buy has developed a standardized and detailed system for operating its
stores. The system includes procedures for inventory management, transaction
processing, customer relations, store administration and merchandise display.
The Company's store operations are organized into three regions. Each region is
divided into districts and is under the supervision of a senior vice president
who oversees the operation through several regional managers, each of whom has
responsibility for a number of districts within the region. District managers
monitor store operations closely and meet regularly with store managers to
discuss merchandising and new product introductions, sales promotions, customer
feedback and requests, store operating performance and other matters. Similar
meetings are conducted at the corporate level with regional management. Each
district also has a loss prevention manager and product security controllers are
employed at each store to control inventory shrinkage. Advertising, pricing and
inventory policies are controlled at corporate headquarters. The Company's
training, consumer affairs, human resources and store merchandising functions
are also centralized at corporate headquarters.

The Company's stores are open seven days and six evenings a week. A store
is typically staffed by one manager, two or three assistant managers, and an
average staff of 80 persons, including product specialists and a support staff
of cashiers and customer service and stock handling employees. Approximately
50% of a store's staff is employed on a part-time basis. Store managers are
paid a salary and have the opportunity to earn bonuses if their stores exceed
sales and gross margin quotas, meet certain budget criteria in controlling
expenses, and achieve certain administrative goals.

The Company has an extensive in-house education program to train new
employees, keep employees informed of changes and modifications to its operating
procedures and demonstrate new products. The training program includes classes
for employees and the use of detailed store manuals and training video tapes
produced in-house. Best Buy also provides its store personnel with in-store
training in the demonstration and operation of the Company's merchandise, which
is enhanced using tests that are administered through the Company's mainframe
computer system. The Company also conducts an 11-week course of classroom
instruction combined with on-the-job training for future management candidates.
The Company's policy is to staff store management positions with personnel
promoted from within each store and to staff new stores from its pool of trained
managers.

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CREDIT POLICY

The Company has significantly expanded the use of special financing offers
and considers them an important part of its marketing strategy. Approximately
40% of store revenues are paid for in cash, with the remaining 60% paid for by
either major credit cards or the Best Buy private label credit card. The
special financing offers are provided to customers who qualify for Best Buy's
private label credit card. The private label credit card allows these customers
to obtain financing on purchases of merchandise at Best Buy stores through
arrangements between the Company and independent banks and consumer credit
programs. Receivables from private label credit card sales are sold, without
recourse to unaffiliated third party financial institutions. In May 1993, the
Company began to discontinue its prior program which allowed customers to
receive similar financing on their purchases but relied more on the use of non-
recourse installment contracts rather than a private label credit card. One
benefit of the private label credit card program is that the Company now
receives payment from the consumer finance companies within two to three days
rather than the two to three weeks experienced under the prior program. At
February 26, 1994, there are over 700,000 card holders with available credit in
excess of $1.5 billion.

COMPETITION

Consumer electronics, major home appliance and home office product
retailing is highly competitive. Management believes that its store format
distinguishes the Company from most of its competitors by offering customers a
friendlier and less pressured shopping experience. In addition, the Company
competes by aggressively advertising and emphasizing product selection, low
prices and service.

Best Buy competes in most of its markets against Sears and Montgomery Ward
and in an increasing number of markets against Circuit City, Fretters and
Incredible Universe (owned by Tandy Corp.). It also competes against computer
superstores such as Computer City (owned by Tandy Corp.) and CompUSA in the sale
of home office products. Some of these competitors have significantly greater
financial resources than the Company. The Company also competes against
independent dealers, discount stores, wholesale clubs, office products
superstores and mass merchandisers. The consumer electronics retailing industry
continued to experience consolidation in 1993 as evidenced by the liquidation of
Highland Superstores, sale and concurrent closing of Silo stores (formerly owned
by Dixons Group plc) in many of the markets where the Company competes and the
closing of 110 McDuff/Video Concepts (owned by Tandy Corp.) stores in states
such as Texas, Colorado and Missouri. At February 26, 1994, approximately 45%
of the Company's stores compete in markets with Circuit City. This percentage
is expected to increase as the Company enters new markets in the eastern

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United States and Los Angeles and Las Vegas in the west, and Circuit City enters
the Minneapolis/St. Paul and Kansas City markets in fiscal 1995.

EMPLOYEES

As of February 26, 1994, the Company employed approximately 15,200
persons, of whom 7,800 were part-time employees. The Company has never
experienced a strike or work stoppage, and management believes that its employee
relations are good. There are no collective bargaining agreements covering any
of the Company's employees.

ITEM 2. PROPERTIES

The Company's stores, most of which are leased, include sales space,
inventory storage, management offices and employee areas. All of the leases
provide for a fixed minimum rent with scheduled escalation dates and amounts.
Leases for 11 of the stores have a percentage rent provision equal to from .75%
to 4% of gross sales at each location in excess of certain specified sales
amounts. Currently, percentage rent is paid for only six stores. The terms of
the leases generally range from 10 to 20 years and generally allow the Company
to renew for up to three additional five-year terms. The terms, including
renewal options, of about 80% of the leases extend past the year 2010.

The Company leases a 425,000 square foot distribution facility in
Bloomington, Minnesota. The Company also leases a second distribution center in
Ardmore, Oklahoma, consisting of approximately 240,000 square feet. This
facility is currently undergoing a 200,000 square foot expansion which is
expected to be completed by June 1994. The Company has also begun construction
of a third distribution facility in Staunton, Virginia. The permanent financing
for this 700,000 foot facility is expected to come from a master lease program
the Company is utilizing for development of property in fiscal 1995. This
facility is expected to be operational by August 1994. The Company expects to
lease additional warehouse space in the western United States to service the
new stores in the west along with certain existing stores. In addition, the
Company has leased a 240,000 square foot distribution facility for entertainment
software in Minneapolis. The Company operates leased satellite warehouses for
major appliances in most major markets. The Company's corporate offices are
located in Eden Prairie, Minnesota in a 260,000 square foot facility which the
Company occupied in January, 1994.

-13-

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

In November 1993 the Company settled litigation with Onkyo U.S.A. Corp.,
which had been filed in United States District Court for the District of
Minnesota, without material impact to the Company's reported results of
operations or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

a) A special meeting of the Shareholders of the Company was held January
13, 1994. James C. Wetherbe was elected at the meeting as a Director
of the Company to serve until the 1994 regular meeting of
shareholders. Voted in favor of his election were 16,587,790 shares,
while 35,732 shares were withheld from voting in his favor. The other
matters voted on and the results of the voting were as follows:

i) Shareholders voted to increase the number of authorized
shares of the Company's Common Stock to 120 million shares
by a vote of 12,883,977 shares in the affirmative; 3,704,684
shares in the negative; and 34,361 shares abstaining.

ii) Shareholders voted to approve an amendment to the Company's
1987 Employee Non-Qualified Stock Option Plan, increasing
the number of shares subject to the Plan to 3,625,000
(number of shares is prior to a two-for-one stock split in
April 1994 which increased the number of shares to
7,250,000) by a vote of 16,084,738 shares in the
affirmative; 308,986 shares in the negative; and 142,709
shares abstaining; and 86,589 broker non-votes.

-14-

<PAGE>

THE EXECUTIVE OFFICERS OF THE REGISTRANT ARE AS FOLLOWS:

<TABLE>
<CAPTION>
YEARS
WITH
THE
NAME AGE POSITION WITH COMPANY COMPANY
- - ---- --- --------------------- -------
<S> <C> <C> <C>
Richard M. Schulze 53 Founder, Chairman, Chief Executive Officer and Director 27
Bradbury H. Anderson 45 President, Chief Operating Officer and Director 20
Allen U. Lenzmeier 50 Executive Vice President and Chief Financial Officer 9
Wade R. Fenn 35 Senior Vice President - Sales 13
George S. Fouts 56 Senior Vice President - Sales 7
Kenneth R. Weller 45 Senior Vice President - Sales *
Lee H. Schoenfeld 41 Senior Vice President - Marketing 15
Steven R. Anderson 47 Senior Vice President - MIS and Chief Information Officer 7
Robert C. Fox 43 Senior Vice President - Finance and Treasurer 8
James P. Mixon 49 Senior Vice President - Distribution and Transportation *
Randall K. Zanatta 36 Senior Vice President - Merchandising 14

RICHARD M. SCHULZE is a founder of the Company. He has served as an
officer and director of the Company from its inception in 1966 and currently
serves as its Chairman and Chief Executive Officer.

BRADBURY H. ANDERSON has been the Company's President and Chief Operating
Officer since April 1991, having served as Executive Vice President - Marketing
of the Company from February 1986. He has been employed in various other
capacities with the Company since 1973, including retail salesperson, store
manager and sales manager. Mr. Anderson has been a Director of the Company
since 1986.

ALLEN U. LENZMEIER was promoted to his present position in April 1991 after
having served as Senior Vice President - Finance and Operations and Treasurer of
the Company from 1986. Mr. Lenzmeier joined the Company in 1984 and has also
served as Vice President - Finance and Operations and Treasurer.

WADE R. FENN was promoted to his present position in April 1991, having
served as Regional Vice President of the Company from 1987. Mr. Fenn joined the
Company in 1980 as a salesperson and has also been employed by the Company as a
store and district manager.

GEORGE S. FOUTS was promoted to his present position in April 1991, having
served as Regional Vice President of the Company from 1987. Mr. Fouts joined
the Company in 1986 as a sales manager after being employed by RCA Corporation
for nineteen years, most recently as Vice President of RCA Sales Corporation.

-15-

<PAGE>

KENNETH R. WELLER joined the Company in May 1993. Since 1986, he was Vice
President of Sales of The Good Guys!, a San Francisco-based consumer electronics
retailer where he had worked since 1982.

LEE H. SCHOENFELD was promoted to his present position in July 1993. Mr.
Schoenfeld joined the Company in 1978 as a salesperson and has served most
recently as Vice President - Marketing.

STEVEN R. ANDERSON was promoted to his present position in April 1994,
after having served as Vice President-MIS since July 1990. Mr. Anderson joined
the Company in 1986 as Director of Management Information Systems.

ROBERT C. FOX was promoted to his present position in April 1994, after
having served as Vice President-Accounting since 1987 and Treasurer since 1993.
Mr. Fox joined the Company in 1985 as Controller.

JAMES P. MIXON joined Best Buy in April 1994 as Senior Vice President-
Transportation and Distribution. Prior to joining the Company, Mr. Mixon held
various distribution management positions with several national retailers,
most recently with Marshalls Stores, Inc.

RANDALL K. ZANATTA has been with Best Buy for 14 years and was promoted to
his present position in April 1994. Mr. Zanatta joined the Company as a
salesperson and was promoted to store manager, joined the Company's Marketing
Department, becoming a Vice President-Marketing in 1986.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The following table sets forth for the periods indicated the high and
low prices of the Company's common stock. The prices listed reflect the high
and low last sale prices as quoted on the New York Stock Exchange.

<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C> <C>
FISCAL 1994:
1st Quarter ended May 29, 1993. . . . . . . . $16-5/32 $11-7/32
2nd Quarter ended August 28, 1993 . . . . . . 16-1/2 10-27/32
3rd Quarter ended November 27, 1993 . . . . . 31-7/16 16-3/32
4th Quarter ended February 26, 1994 . . . . . 27-11/16 18-13/16

FISCAL 1993:
1st Quarter ended May 30, 1992. . . . . . . . $9-11/32 $5-7/32
2nd Quarter ended August 29, 1992 . . . . . . 6-3/8 4-23/32
3rd Quarter ended November 28, 1992 . . . . . 11-27/32 5-1/2
4th Quarter ended February 27, 1993 . . . . . 15-23/32 10-25/32
</TABLE>

As of May 11, 1994, there were approximately 1,139 shareholders of record.

-16-

<PAGE>

The Company has not historically paid cash dividends on its Common Stock
and does not currently intend to pay any dividends on its Common Stock for the
foreseeable future. In addition, the Company's bank line of credit and certain
financing agreements restrict its ability to pay dividends. See Notes 3 and 4
to the Financial Statements incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information set forth under the caption "Selected Financial and
Operating Data" on page 19 of the Annual Report is incorporated herein by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 14 through
18 of the Annual Report is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this Item are listed below, are
contained in the Annual Report on the pages thereof indicated, and are expressly
incorporated herein by this reference.

<TABLE>
<CAPTION>
Page No.
-------
<S> <C>
Independent auditors' report 23
Balance sheets as of February 26, 1994 and
February 27, 1993 20
For the fiscal years ended February 26, 1994,
February 27, 1993, and February 29, 1992
Statements of earnings 21
Statements of cash flows 22
Statements of shareholders' equity 23
Notes to financial statements 24-27
</TABLE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

-17-

<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the captions "Security Ownership of Certain
Beneficial Owners" and "Nominees and Directors" on pages 3 through 6 of the
Proxy Statement is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the caption "Executive Compensation"
on pages 7 through 13 of the Proxy Statement is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the caption "Security Ownership of Certain
Beneficial Owners" on pages 3 through 5 of the Proxy Statement is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the captions "Nominees and Directors" and
"Certain Transactions" on pages 5 through 7 of the Proxy Statement is
incorporated herein by reference.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

1. Financial Statements.

All financial statements of the Registrant as set forth under Item 8
of this Report.

2. Financial Statement Schedules:

Independent Auditors' Report
Schedule V - Property & Equipment
Schedule VI - Accumulated Depreciation & Amortization of
Property & Equipment
Schedule IX - Short-term Borrowings

Schedules other than those listed above have been omitted since they
are either not applicable, not required, or the information is
included elsewhere herein.

-18-

<PAGE>

3. Exhibits:
Method
of
Number Description filing
------ ----------- ------
3.1 Amended and Restated Articles of Filed herewith
Incorporation, as amended, of
Best Buy Co., Inc.

3.2 Amended and Restated By-Laws, as (1,2)
amended, of Best Buy Co., Inc.

4.1 Form of Indenture between Best Buy Co., (3)
Inc., and First Trust Company, Inc.,
relating to $30,000,000 Subordinated
Extendible Notes due 1997.

4.2 Note Purchase Agreement with Principal (4)
Mutual Life Insurance Company, dated as
of July 30, 1992.

4.3 Credit Agreement dated September 1, 1993 (5)
between Best Buy Co., Inc. and First
Bank National Association.

4.4 Indenture between Best Buy Co., Inc. and Filed herewith
Mercantile Bank of St. Louis N.A.
relating to $150,000,000 Senior
Subordinated Notes due 2000.

4.5 Second Amendment to the Credit Agreement Filed herewith
between Best Buy Co. Inc. and First Bank
National Association, dated April 25, 1994.

4.6 First Amendment to the Credit Agreement Filed Herewith
between Best Buy Co. Inc. and First Bank
National Association, dated September 17, 1993.

10.1 Amended 1987 Employee Non-Qualified Filed herewith
Stock Option Plan

10.2 Amended 1987 Directors' Non-Qualified (4)
Stock Option Plan

10.3 1994 Full-Time Employee Non-Qualified Filed herewith
Stock Plan

10.4 Resolutions of the Board of Directors Filed herewith
dated March 30, 1994 implementing the fiscal
1995 bonus program for senior officers

11.1 Computation of Earnings Per Common Share Filed herewith

13.1 1994 Annual Report to Shareholders Filed herewith

24.1 Independent Auditors' Consent Filed herewith

24.2 Independent Auditors' Report on Schedules Filed herewith
_________________________

-19-

<PAGE>

(1) Exhibit so marked was filed with the Securities and Exchange
Commission on November 12, 1991, as an exhibit to the Registration
Statement on Form S-3 (Registration No. 33-43065) of Best Buy Co.,
Inc., and is incorporated herein by reference and made a part of
hereof.

(2) Exhibit so marked was filed with the Securities and Exchange
Commission on January 13, 1992, as an exhibit to Form 10-Q of Best Buy
Co., Inc., and is incorporated herein by reference and made a part
hereof.

(3) Exhibit so marked was filed with the Securities and Exchange
Commission on June 19, 1987, as an exhibit to the registration
statement on form S-1 (Registration No. 33-15201) of
Best Buy Co., Inc., and are incorporated herein by reference and made
a part hereof.

(4) Exhibits so marked were filed with the Securities and Exchange
Commission on October 12, 1992, as exhibits to Form 10-Q of Best Buy
Co., Inc., and are incorporated herein by reference and made a part
hereof.

(5) Exhibit so marked was filed with the Securities and Exchange
Commission on September 3, 1993, as an exhibit to Amendment No. 1 the
Registration Statement on Form S-3 (Registration No. 33-67776) of Best
Buy Co., Inc. and is incorporated herein by reference.

Pursuant to Item 601(b)(4)(iii) of Regulation S-K under the Securities Act
of 1933, the Registrant has not filed as exhibits to the Form 10-K certain
instruments with respect to long-term debt under which the amount of
securities authorized does not exceed 10 percent of the total assets of the
Registrant. The Registrant hereby agrees to furnish copies of all such
instruments to the Commission upon request.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter ended
February 26, 1994.

-20-

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

BEST BUY CO., INC.
(Registrant)

By: /s/ RICHARD M. SCHULZE
------------------------------
Richard M. Schulze
Chief Executive Officer
Dated: May 20, 1994
--------------

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on May 20, 1994.

/s/ RICHARD M. SCHULZE Chairman, Chief Executive Officer
- - -------------------------- and Director (principal executive
Richard M. Schulze officer)

/s/ BRADBURY H. ANDERSON President, Chief Operating Officer
- - -------------------------- and Director
Bradbury H. Anderson

/s/ ALLEN U. LENZMEIER Executive Vice President and Chief
- - -------------------------- Financial Officer (principal
Allen U. Lenzmeier financial officer)

/s/ ROBERT C. FOX Sr. Vice President - Finance and
- - -------------------------- Treasurer (principal accounting
Robert C. Fox officer)

/s/ ELLIOT S. KAPLAN Director
- - --------------------------
Elliot S. Kaplan

/s/ FRANK D. TRESTMAN Director
- - --------------------------
Frank D. Trestman

Director
- - --------------------------
Culver Davis, Jr.

Director
- - --------------------------
David Stanley

/s/ JAMES C. WETHERBE Director
- - --------------------------
James C. Wetherbe

-21-

<PAGE>

ELECTION TO BECOME GOVERNED BY CHAPTER 302A
AND CERTIFICATE OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SOUND OF MUSIC, INC.

We, the undersigned officers of Sound of Music, Inc., a corporation subject
to the provisions of Chapter 301 Minnesota Statutes, do hereby certify that
resolutions as hereinafter set forth were adopted on the 16th day of February,
1983, by the affirmative vote of the holders of at least two-thirds of the
voting power of all shares entitled to vote:

RESOLVED:

That the Sound of Music, Inc. elects to be governed by the provisions
of Minnesota Statutes 302A and accepts all of the duties and
responsibilities set forth therein.

RESOLVED
FURTHER:

That the Articles of Incorporation of Sound of Music, Inc. be, and
they hereby are, amended and restated to supersede and take the place of
the existing Articles and to be consistent with the requirements and
provisions under Minnesota Statutes 302A, as follows:

"AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SOUND OF MUSIC, INC.

Sound of Music, Inc. does hereby adopt the following
Amended and Restated Articles of Incorporation:

ARTICLE I
NAME

The name of this corporation shall be Best Buy Co.,
Inc.

ARTICLE II
REGISTERED OFFICE

The registered office of this corporation is located at
900 East 80th Street, Bloomington, MN 55420.

ARTICLE III
BOARD OF DIRECTORS

The names and addresses of the members of the Board of
Directors at the time of the

<PAGE>

adoption of these Amended and Restated Articles are:

Name Address
---- -------
Richard M. Schulze 900 East 80th Street
Bloomington, MN 55420

Joseph Francis 300 Industrial Blvd.
Minneapolis, MN 55419

Elliot S. Kaplan 33 South Fifth Street
Minneapolis, MN 55402

ARTICLE IV
CAPITAL

The aggregate number of shares of all classes of stock
which this corporation shall have the authority to issue is
Two Million Four Hundred Thousand (2,400,000) shares
consisting of:

(1) 2,000,000 shares of common stock, par value of
$.10 per share; and

(2) 400,000 shares of preferred stock, par value $1.00
per share.

The preferred stock shall be non-voting, preferred over
the common stock as to dividends as and when declared by the
Board of Directors, redeemable in whole or in part at the
option of the corporation to the extent determined by the
Board of Directors upon issuance, and convertible share for
share into shares of the common stock of the corporation at
the option of the holder.

ARTICLE V
CLASSES AND SERIES
OF STOCK

Notwithstanding, but subject to the express provisions
of, Article IV herein, and in addition to, and not by way of
limitation of, the powers granted to the Board of Directors
by Minnesota Statutes, Chapter 302A, the Board of Directors
of this corporation shall have the power and authority to
fix by resolution any designation, class, series, voting
power, preference, right,

-2-

<PAGE>

qualification, limitation, restriction, dividend, time and price of
redemption, and conversion right with respect to any shares of stock
of the corporation which, from time to time, remain authorized but
unissued.

ARTICLE VI
BOARD ACTION
WITHOUT A MEETING

Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a
meeting by written action signed by a majority of the Board
of Directors then in office, except as those matters which
require shareholder approval, in which case the written
action shall be signed by all members of the Board of
Directors then in office.

ARTICLE VII
CUMULATIVE VOTING

No stockholder of this corporation shall be entitled to
any cumulative voting rights.

ARTICLE VIII
PREFERENTIAL RIGHTS

No stockholder of this corporation shall have any
preferential, pre-emptive, or other rights of subscription
to any shares of any class or series of stock of this
corporation allotted or sold or to be allotted or sold
whether now or hereafter authorized, or to any obligations
or securities convertible into any class or series of stock
of this corporation."

RESOLVED
FURTHER:

That the President and Secretary of this corporation be, and they
hereby are, authorized, empowered and directed to make, execute and
acknowledge such documents as may be required by Minnesota Statutes 302A to
reflect this amendment and restatement of the Articles of Incorporation and
to cause such document or documents to be filed for record in the manner
required by law.

-3-

<PAGE>

/s/ Richard M. Schulze
------------------------------------
Richard M. Schulze
President

/s/ Elliot S. Kaplan
-----------------------------------
Elliot S. Kaplan
Secretary

STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )

The foregoing instrument was acknowledged before me this 16th day of
February, 1983, by Richard M. Schulze and Elliot S. Kaplan, the President and
Secretary, respectively, of Sound of Music, Inc., a Minnesota corporation, on
behalf of the corporation.

/s/ Jean Giese
-----------------------------------
Notary Public

(Seal of the Minnesota
Secretary of State
dated February 18, 1983)

-4-
<PAGE>

State of Minnesota See instructions
Office of the Secretary of State on reverse side
for completing
this form.

CERTIFICATE OF CHANGE OF REGISTERED OFFICE
by
- - --------------------------------------------------------------------------------
Name of Corporation
BEST BUY CO., INC.
- - --------------------------------------------------------------------------------

Pursuant to Minnesota Statutes Section 301.33, 302A.123 or 317.19, the
undersigned hereby certifies that the Board of Directors of the above named
Minnesota corporation has resolved to change the corporation's registered
office:

- - --------------------------------------------------------------------------------
FROM Address
(No. & Street) 900 East 80th Street
- - --------------------------------------------------------------------------------
County ZIP
City Bloomington Hennepin MN 55420
- - --------------------------------------------------------------------------------

- - --------------------------------------------------------------------------------
TO Address 12600 W. Frontage Road
(No. & Street) Interstate 35W at Hwy. 13
- - --------------------------------------------------------------------------------
County ZIP
City Burnsville Dakota MN 55337
- - --------------------------------------------------------------------------------

The effective date of the change will be the day of filing of this certificate
with the Secretary of State.

- - --------------------------------------------------------------------------------
Name of Officer or Other Authorized Agent of Corporation Signature
Richard M. Schulze /s/ Richard M. Schulze
- - --------------------------------------------------------------------------------
Title or Office Date
President February 21, 1984
- - --------------------------------------------------------------------------------

STATE OF MINNESOTA ) REQUIRED FOR CH. 302A CORPORATIONS ONLY
) ss.
COUNTY OF HENNEPIN )

The foregoing instrument was acknowledged before me this 21st day of
February, 1984.

/s/ David G. Reinhart
------------------------------------------
Notary Public

DO NOT WRITE BELOW THIS LINE. FOR SECRETARY OF STATE'S USE ONLY.

- - --------------------------------------------------------------------------------
Receipt Number File Data
- - --------------------------------------------------------------------------------

691282 (Seal of Minnesota Secretary of
State dated March 16, 1984)
- - --------------------------------------------------------------------------------

<PAGE>

ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BEST BUY CO., INC.

WE, THE UNDERSIGNED, officers of Best Buy Co., Inc., a corporation
subject to the provisions of Chapter 302A, Minnesota Statutes, do hereby certify
that resolutions as hereinafter set forth were adopted on the 22nd day of
February, 1985, by the affirmative vote of the holders of a majority of the
voting power of the shares present and entitled to vote:

RESOLVED:

That the shareholders of this corporation hereby amend
Article IV and Article V of the corporation's Amended and
Restated Articles of Incorporation to read as follows:

"ARTICLE IV
CAPITAL

The aggregate number of shares of all classes of stock which
this corporation shall have the authority to issue as Five
Million Four Hundred Thousand (5,400,000) shares consisting of:

(1) 5,000,000 shares of Common Stock, par value
$0.10 per share; and

(2) 400,000 shares of Preferred Stock, par value
$1.00 per share.

The holders of common shares shall have one (1) vote for
each common share held of record on each matter submitted to the
holders of common shares.

ARTICLE V
CLASSES AND SERIES
OF PREFERRED STOCK

The shares of the Preferred Stock may be issued from time to
time by the Board of Directors in one or more series with such
designations, relative rights, preferences, limitations, dividends,
rights, redemption prices, liquidation prices, conversion rights,
sinking or purchase fund rights or other privileges as the Board of
Directors may establish, fix or determine."

<PAGE>

/s/ Richard M. Schulze
-----------------------------------
Richard M. Schulze, President

/s/ Elliot S. Kaplan
-----------------------------------
Elliot S. Kaplan, Secretary

STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )

The foregoing instrument was acknowledged before me this 22nd day of
February, 1985, by Richard M. Schulze and Elliot S. Kaplan, the President and
Secretary, respectively, of Best Buy Co., Inc., a Minnesota corporation, on
behalf of the corporation.

/s/ Jeanne L. Meisser
-----------------------------------
Notary Public

(Seal of the Minnesota
Secretary of State
dated February 25, 1985)

<PAGE>

State of Minnesota See instructions
Office of the Secretary of State on reverse side
for completing
this form.

CERTIFICATE OF CHANGE OF REGISTERED OFFICE
by

- - --------------------------------------------------------------------------------
Name of Corporation
BEST BUY CO., INC.
- - --------------------------------------------------------------------------------

- - --------------------------------------------------------------------------------
TO Address
(No. & Street) 4400 West 78th Street
- - --------------------------------------------------------------------------------
County ZIP
City Bloomington Hennepin MN 55435
- - --------------------------------------------------------------------------------

The effective date of the change will be the day of filing of this certificate
with the Secretary of State.

- - --------------------------------------------------------------------------------
Name of Officer or Other Authorized Agent of Corporation Signature
Elliot S. Kaplan /s/ Elliot S. Kaplan
- - --------------------------------------------------------------------------------
Title or Office Date
Secretary March 12, 1986
- - --------------------------------------------------------------------------------

STATE OF MINNESOTA ) REQUIRED FOR CH. 302A CORPORATIONS ONLY
) ss.
COUNTY OF HENNEPIN )

The foregoing instrument was acknowledged before me this 12th day of
March, 1986.

/s/ Betty Goodale
-----------------------------------------------------------
Notary Public

DO NOT WRITE BELOW THIS LINE. FOR SECRETARY OF STATE'S USE ONLY.

- - --------------------------------------------------------------------------------
Receipt Number File Data
- - --------------------------------------------------------------------------------

902453 (Seal of Minnesota Secretary of State
dated March 17, 1986.)
- - --------------------------------------------------------------------------------

<PAGE>

ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF BEST BUY CO., INC.

WE, THE UNDERSIGNED, officers of Best Buy Co., Inc., a corporation subject
to the provisions of Chapter 302A, Minnesota Statutes, do hereby certify that
resolutions as hereinafter set forth were adopted on the 9th day of May, 1986,
by the affirmative vote of the holders of a majority of the voting power of the
shares present and entitled to vote:

RESOLVED:

That the shareholders of this corporation hereby amend Article IV of
the corporation's Amended and Restated Articles of Incorporation to read as
follows:

ARTICLE IV
CAPITAL

The aggregate number of shares of all classes of stock
which this corporation shall have the authority to issue is
Thirty Million Four Hundred Thousand (30,400,000) shares
consisting of:

(1) 30,000,000 shares of Common Stock, par value
of $0.10 per share; and

(2) 400,000 share of Preferred Stock, par value
$1.00 per share.

The holders of shares of Common Stock shall have (1) vote
for each share of Common Stock held of record on each matter
submitted to the holders of shares of Common Stock.

RESOLVED
FURTHER:

That the President, and such other officer or officers as he may
designate, be, and they hereby, are authorized, empowered and directed to
make, execute and acknowledge such documents as may be required by
Minnesota Statutes, Chapter 302A, to reflect this amendment to the Articles
of Incorporation and to cause such document or documents to be filed for
record in the manner required by law.

* * * *

<PAGE>

RESOLVED:

That the shareholders of this corporation hereby adopt a new Article,
Article IX, to the corporation's Amended and Restated Articles of
Incorporation, the text of which Article IX is set forth in Appendix A
hereto and incorporated herein by this reference.

RESOLVED
FURTHER:

* * * *

RESOLVED:

That the shareholders of this corporation hereby adopt a new Article,
Article X, to the corporation's Amended and Restated Articles of
Incorporation, the text of which Article X is set forth in Appendix B
hereto and incorporated herein by this reference.

FURTHER
RESOLVED:

/S/Richard M. Schulze
----------------------------------
Richard M. Schulze, President

/s/Elliot S. Kaplan
----------------------------------
Elliot S. Kaplan, Secretary

-2-

<PAGE>

STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )

The foregoing instrument was acknowledged before me this 9th day of May,
1986, by Richard M. Schulze and Elliot S. Kaplan, the President and Secretary,
respectively, of Best Buy Co., Inc., a Minnesota corporation, on behalf of the
corporation.

/s/Cynthia L. Doerr
----------------------------------
Notary Public

-3-

<PAGE>
APPENDIX A

ARTICLE IX
REGULATION OF CERTAIN EVENTS

SECTION 1. DEFINITIONS. As used in this Article IX (and, in some
cases, Article X, hereof) the following terms and phrases shall have the
respective meanings hereinafter set forth.

(a) The term "Affiliate", used to indicate a relationship with any
specified Person, shall mean any Person (except this corporation or any
Person Controlled by this corporation none of the voting securities of or
equity interests in which is owned directly or indirectly by the specified
Person or any Affiliate or Associate of the specified Person) who directly,
or indirectly through one or more intermediaries, Controls, is Controlled
by or is under common Control with the specified Person.

(b) The term "Associate", used to indicate a relationship with any
specified Person, shall mean any Person who is, or was within a period of
five (5) years prior to the time of determination, an officer, director,
employee, partner, trustee, agent, owner of five percent (5%) or more of
the voting securities or (if not a partner) equity interests, or Member of
the Immediate Family of, with or in a specified Person or any Affiliate or
Associate of the specified Person.

(c) A Person shall conclusively be a "Beneficial Owner" of shares of
Voting Stock of this corporation (1) which such Person or any of its
Affiliates or Associates owns legally or beneficially, directly or
indirectly, (2) which such Person or any of its Affiliates or Associates
has, directly or indirectly, (i) the right to acquire (whether such right
is exercisable immediately or after the passage of time) pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (ii) the
right to vote pursuant to any agreement, arrangement or understanding, or
otherwise, or (3) which are Beneficially Owned, directly or indirectly, by
any other Person with which such Person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any shares of Voting Stock of
this corporation. Shares of Voting Stock of this corporation of which a
Person is the Beneficial Owner shall be "Beneficially Owned" by such
Person.

(d) The phrase "Business Combination" shall mean (1) any merger,
consolidation, combination or reorganization of this corporation or a
Subsidiary with or into a Related Person, (2) any sale, lease, exchange,
transfer, mortgage,

<PAGE>

pledge or other disposition (whether in one transaction or in a series of
transactions) of all or any Substantial Part of the Assets of this
corporation (including without limitation any securities of a Subsidiary)
or of a Subsidiary to a Related Person, (3) any sale, lease, exchange,
transfer, mortgage, pledge or other disposition (whether in one transaction
or in a series of transactions) of all or any Substantial Part of the
Assets of a Related Person to this corporation or to a Subsidiary, (4) the
issuance of any securities of this corporation or of a Subsidiary to a
Related Person, (5) the acquisition by this corporation or by a Subsidiary
of any securities issued by or at the request of a Related Person, (6) any
reclassification of securities (including any combination [reverse split]
thereof) or recapitalization of this corporation, or any merger or
consolidation of this corporation with any Subsidiary or any other
transaction (whether or not with or into or otherwise involving a Related
Person) which has the effect, directly or indirectly, of increasing the
percentage of the outstanding shares of any class or series of equity
securities, or securities convertible into equity securities, of this
corporation or any Subsidiary which is Beneficially Owned by a Related
Person, (7) any loan or other extension of credit by this corporation or a
Subsidiary to a Related Person or any guarantee by this corporation or a
Subsidiary of any loan or other extension of credit by any Person to a
Related-Person, (8) the adoption of any plan or proposal for the
dissolution, liquidation or termination of this corporation or any
Subsidiary proposed by or on behalf of a Related Person, or (9) any
agreement, contract or other arrangement providing for any of the foregoing
transactions.

(e) The phrase "Continuing Director" shall mean (1) any member of the
Board of Directors of this corporation (i) who was a member of the Board of
Directors at the adjournment of the meeting at which this Article IX was
approved by the stockholders of this corporation, or (ii) became a member
of the Board of Directors prior to the time that any Person becomes a
Related Person, and (2) any successor to a Continuing Director who is not
an Affiliate, Associate or otherwise a representative of a Related Person
and is nominated or elected to succeed a Continuing Director by a majority
of the remaining Continuing Directors at a meeting at which a Continuing
Director Quorum is present.

(f) The phrase "Continuing Director Quorum" shall mean a majority of
those members of the Board of Directors who are Continuing Directors.

(g) The term "Control" and all words derived therefrom shall mean the
possession, directly or indirectly, of the powers to direct or cause the
direction of the management and

-2-

<PAGE>

policies of a Person, whether through the ownership of voting securities,
by contract or otherwise.

(h) The phrase "Member of the Immediate Family", used to indicate a
relationship with any specified Person, shall mean any of such Person's
spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-
in-law, daughters-in-law, brothers-in-law and sisters-in-law.

(i) The term "Person" shall mean any individual, firm, corporation or
other entity.

(j) The phrase "Related Person" shall mean any Person that is the
Beneficial Owner of five percent (5%) or more of the shares of Voting Stock
of this corporation deemed to be outstanding, other than (1) any individual
or trust that was the Beneficial Owner of five percent (5%) or more of such
outstanding shares on March 14, 1986, the estate of such individual, and
any other Person that is a Beneficial Owner of five percent (5%) or more of
such outstanding shares solely by reason of such individual, trust or
estate being an Affiliate or Associate of such other Person, and (2) any
pension, profit-sharing, employee stock ownership or other employee benefit
plan of this corporation or any Subsidiary or any trustee or other
fiduciary with respect to any such plan when acting in such capacity. For
the purpose of determining whether a Person is a Related Person, the number
of shares of Voting Stock of this corporation deemed to be outstanding
shall include all shares of Voting Stock issuable by this corporation which
are Beneficially Owned by such Person through application of the provisions
of paragraph (c) of this Section 1, but shall not include any other shares
of Voting Stock which may be issuable by this corporation to any other
Person pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, exchange rights, warrants or options, or
otherwise.

(k) The term "Subsidiary" shall mean any corporation more than fifty
percent (50%) of any class of equity securities of which is owned, directly
or indirectly, by this corporation.

(l) The phrase "Substantial Part of the Assets" shall mean assets
individually valued at fair market value or book value, whichever is
greater, equal in the aggregate to more than ten percent (10%) of the
lesser of the fair market value or book value of the total assets of a
Person as of the end of its most recent fiscal year ending prior to the
time the determination is made.

(m) The phrase "Voting Stock" shall mean all of the outstanding
shares of capital stock of this corporation then

-3-

<PAGE>

entitled to vote for the election of directors, and each reference to a
percentage majority of the shares of Voting Stock shall refer to such
percentage of the voting power of all such shares voting as one class.

SECTION 2. SUPERMAJORITY VOTES.

(a) Except as set forth in Section 3 of this Article IX, and
notwithstanding any other provision seemingly to the contrary in law, these
Articles of Incorporation or the By-laws of this corporation,

(1) the affirmative vote of the holders of at least eighty
percent (80%) of the outstanding shares of Voting Stock of this
corporation; and

(2) the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66-2/3%) of the outstanding shares of Voting
Stock of this corporation that are Beneficially Owned by stockholders
other than and except for any Related Person,

shall be required for the approval or authorization of any Business
Combination in which this corporation is or is intended to be a party, and
such affirmative votes by stockholders shall be required notwithstanding
the fact that, absent this Article IX, no vote may be required, or that the
affirmative vote of the holders of a lesser majority percentage of Voting
Stock may be permitted, by law or otherwise.

(b) Notwithstanding anything seemingly to the contrary in law, these
Articles of Incorporation or the By-laws of this corporation, the
affirmative vote of seventy-five percent (75%) of the voting power of the
entire Board of Directors shall be required with respect to the mortgage,
pledge or grant of a security interest (whether in a single transaction or
a series of transactions) of or in all or any Substantial Part of the
Assets of this corporation or a Subsidiary to a Related Person.

SECTION 3. WHEN INAPPLICABLE.

(a) The provisions of Section 2 of this Article IX shall not be
applicable to a Business Combination, and such Business Combination shall
require only such affirmative vote as may otherwise be required by law or
otherwise, if either:

(1) the Business Combination shall have been approved by a
majority of Continuing Directors at a meeting at which a Continuing
Director Quorum is present; PROVIDED, HOWEVER, that with respect to
the mortgage,

-4-

<PAGE>

pledge or granting of a security interest of or in all or any
Substantial Part of the Assets of this corporation or a Subsidiary to
a Related Person, the provisions of Section 2(a) of this Article IX
shall not be applicable if such mortgage, pledge or grant of a
security interest shall have been approved by seventy-five percent
(75%) of the voting power of the entire Board of Directors; or

(2) the Business Combination shall involve solely a merger or
consolidation between this corporation and a Subsidiary in which a
Related Person has no direct or indirect interest (other than an
interest arising solely by reason of the Related Person's interest in
this corporation); PROVIDED, HOWEVER, that (i) if this corporation
shall not be the surviving corporation, all stockholders of this
corporation shall be entitled to receive the same amount and type of
consideration in such transaction with respect to each share of each
class or series of the capital stock of this corporation owned by
them, (ii) as a condition precedent to consummation of such
transaction, the provisions of Article IX and Article X of these
Articles of Incorporation shall be continued in effect or adopted by,
such surviving corporation as part of its articles or certificate of
incorporation, as the case may be, and such articles or certificate
shall include no provision inconsistent with the provisions of Article
IX and Article X of these Articles of Incorporation, and (iii) as a
condition precedent to consummation of such transaction, the
provisions of Section 1 of Article III of this corporation's By-Laws
shall continue in effect or shall be adopted by such surviving
corporation as part of its Bylaws, and neither such By-laws nor the
articles or certificate of incorporation of the surviving corporation
shall include any provision inconsistent with the provisions of
Section 1 of Article III of this corporation's By-laws.

(b) In addition to, and not in limitation of the foregoing Subsection
3(a), the provisions of Subsection 2(a)(2) of this Article IX shall not be
applicable to any merger, consolidation, combination or reorganization of
this corporation with or into, or the adoption of any plan or proposal for
the dissolution, liquidation or termination of this corporation proposed by
or on behalf of, any Related Person, and any such specified Business
Combination shall require only such affirmative vote as may otherwise be
required by law or otherwise, if a majority of the Continuing Directors
determines, at a meeting of the Board of Directors at which a Continuing
Director Quorum is present, that each holder of shares of each class or
series of the capital stock of this corporation, other than the Related
Person, will

-5-

<PAGE>

receive in such Business Combination a cash consideration in an amount not
less than the highest price per share (with appropriate adjustments for any
stock dividends, stock splits, recapitalizations and other similar
distributions or transactions) paid by the Related Person in acquiring any
shares of the capital stock of this corporation of the same class or
series, whether such highest price per share was paid in cash, securities
or any combination thereof.

SECTION 4. FIDUCIARY DUTY. Nothing contained in this Article IX
shall be construed to relieve any Related Person of any fiduciary obligation
imposed upon it by law.

SECTION 5. POWERS OF BOARD. A majority of the Continuing Directors
shall have the power and duty to determine, at a meeting of the Board of
Directors at which a Continuing Director Quorum is present, on the basis of the
definitions provided in Section 1 of this Article IX and the information then
known to them, whether (a) any Person is a Related Person, (b) any Person is an
Affiliate or Associate of another, (c) any Business Combination relates to a
Substantial Part of the Assets of any Person, (d) any director is a Continuing
Director and is acting at a meeting at which a Continuing Director Quorum is or
was present, and (e) the cash consideration to be received by each holder of
shares of each class or series of the capital stock of this corporation meets
the test expressed in Subsection 3(b) of this Article IX. Any such
determination made in good faith by a majority of the Continuing Directors shall
be conclusive and binding for all purposes of this Article IX.

SECTION 6. DUTIES OF BOARD. The fact that any action or transaction
complies with the provisions of this Article IX shall not be construed to waive
or satisfy any other requirements of law, these Articles of Incorporation or the
By-laws of this corporation, or to impose any fiduciary duty, obligation or
responsibility on the Board of Directors or any member thereof, to approve such
action or transaction or recommend its adoption or approval to the stockholders
of this corporation, nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors, or any member thereof, with
respect to evaluations of or actions and responses taken with respect to such
action or transaction. The directors of this corporation, when evaluating any
Business Combination, shall, in the exercise of their judgment in determining
what is in the best interests of this corporation and its stockholders, give due
consideration to all relevant factors, including without limitation, the social
and economic effects on the employees, customers, suppliers and other
constituents of this corporation and its Subsidiaries and on the communities in
which this corporation and its Subsidiaries operate or are located.

-6-

<PAGE>

SECTION 7. AMENDMENT OF ARTICLE IX. The foregoing provisions of this
Article IX may be amended, altered or repealed only at a meeting of stockholders
by the affirmative vote of (a) the holders of at least eighty percent (80%) of
the shares of Voting Stock entitled to vote on amendments to these Articles of
Incorporation; and, in addition, (b) the holders of at least sixty-six and two-
thirds percent (66-2/3%) of the outstanding shares of Voting Stock of this
corporation that are Beneficially Owned by stockholders other than Related
Persons; PROVIDED, HOWEVER, that the provisions of this Section 7 shall not
apply to any such amendment, alteration or repeal that shall have been approved
and recommended to the shareholders for approval by a majority of Continuing
Directors at a meeting at which a Continuing Director Quorum is present.

SECTION 8. REMOVAL OF DIRECTORS. A director may be removed from
office, (a) for cause, by the affirmative vote of a majority of the remaining
directors, or the affirmative vote of the holders of a majority of the Voting
Stock in attendance at a duly convened meeting of the stockholders; and (b)
without cause, by the affirmative vote, at a meeting called for that purpose, of
the holders of at least eighty percent (80%) of the outstanding shares of Voting
Stock.

SECTION 9. AMENDMENT OF BY-LAWS. The provisions of Section 1 of
Article III of this corporation's By-Laws may be amended, altered or repealed
only at a meeting of stockholders, called for such purpose, by the affirmative
vote of the holders of at least eighty percent (80%) of the outstanding shares
of Voting Stock; PROVIDED, HOWEVER, that, notwithstanding the foregoing
requirement, the Board of Directors may amend such Section 1 to increase the
number of directors in the manner prescribed by law.

-7-

<PAGE>

APPENDIX B

ARTICLE X
STOCK REPURCHASES FROM CERTAIN STOCKHOLDERS

SECTION 1. DEFINITIONS. As used in this Article X, the following
terms and phrases shall have the respective meanings hereinafter set forth.

(a) The term "Affiliate" shall have the same meaning as provided in
Subsection 1(a) of Article IX of these Articles of Incorporation.

(b) The term "Associate" shall have the same meaning as provided in
Subsection 1(b) of Article IX of these Articles of Incorporation.

(c) The phrases "Beneficial Owner" and "Beneficially Owned" shall
have the same meanings as provided in Subsection 1(c) of Article IX of
these Articles of Incorporation.

(d) The term "Person" shall have the same meaning as provided in
Subsection 1(i) of Article IX of these Articles of Incorporation.

(e) The phrase "Public Transaction" shall mean any (1) purchase of
voting securities offered pursuant to an effective registration statement
filed pursuant to the Securities Act of 1933, or (2) open market purchase
of voting securities if, in either such case, the price and other terms of
sale are not negotiated by the purchaser and seller of the legal or
beneficial interest in such voting securities.

(f) The term "Subsidiary" shall have the same meaning as provided in
Subsection 1(k) of Article IX of these Articles of Incorporation.

(g) The phrase "Substantial Stockholder" shall mean any Person or
group of two or more Persons who have agreed to act together for the
purpose of acquiring, holding, voting or disposing of voting securities of
this corporation who, (1) individually or together with its or their
Associates or Affiliates, in the aggregate, is or are the Beneficial
Owner(s) of securities of this corporation, or securities convertible into
securities of this corporation, representing ten percent (10%) or more of
the Voting Stock, or (2) is or are assignee(s) of or has or have otherwise
succeeded as, directly or indirectly, the Beneficial Owner(s) of any voting
securities, or securities convertible into voting securities, of this
corporation which were at any time within the three-year period immediately
prior to the date in question Beneficially Owned by a Substantial
Stockholder or any of its

<PAGE>

Associates or Affiliates, unless such assignment or succession shall have
occurred pursuant to any Public Transaction or series of Public
Transactions; PROVIDED, HOWEVER, that the term "Substantial Stockholder"
shall not include any benefit plan or trust now or hereafter established by
this corporation or any or any of its Subsidiaries for the benefit of the
employees of this corporation and/or any of its Subsidiaries or any
trustee, agent or other representative of any such plan or trust.

(h) The phrase "Unaffiliated Director" shall mean a director who is
not a Substantial Stockholder, its Affiliate or Associate, or is not
otherwise related thereto; PROVIDED, HOWEVER, that no director shall be
considered to be an Unaffiliated Director unless such director became a
director of this corporation prior to the transaction or transactions in
which such Substantial Stockholder or Substantial Stockholders became such,
or was nominated, appointed or elected as a director of this corporation
with the approval of at least two-thirds of the Unaffiliated Directors in
office at the time of such director's nomination, appointment or election.

(i) The phrase "Voting Stock" shall have the same meaning as provided
in Subsection 1(m) of Article IX of these Articles of Incorporation.

SECTION 2. EXTRAORDINARY VOTE OF STOCKHOLDERS. Notwithstanding any
provision seemingly to the contrary in law, these Articles of Incorporation or
the By-laws of this corporation, the affirmative vote of holders of not less
than eighty percent (80%) of the Voting Stock of this corporation held by
stockholders other than a Substantial Stockholder, or its Affiliates or
Associates, shall be required to approve the purchase or other acquisition by
this corporation of shares of capital stock of this corporation if:

(a) such shares of capital stock are purchased from any Substantial
Stockholder, its Affiliates or Associates at a price more than one hundred
and five percent (105%) of the average closing price for shares of capital
stock of the same class (as the shares of capital stock being purchased
from the Substantial Stockholder, its Affiliates or Associates), in the
principal public market in which such shares of capital stock are actively
traded, during the most recent five (5) trading days during which such
shares have been traded preceding such purchase, or, if earlier, during
the most recent five (5) trading days during which such shares have been
traded preceding the date upon which this corporation and the Substantial
Stockholder, its Affiliates or Associates enter into a binding agreement
for such purchase; or if such shares are of a class or series not traded in
a public market,

-2-

<PAGE>

then at a price more than one hundred and five percent (105%) of the
redemption price, if any, pertaining to such shares; or, if there is no
such redemption price, at a price more than one hundred and five percent
(105%) of the liquidation preference, if any, pertaining to such shares;
or, if there is no such liquidation preference, at a price one hundred and
five percent (105%) of the price(s) paid by such Substantial Stockholder,
its Affiliates or Associates in acquiring such shares, determined on a
first-in, first-out basis;

(b) the Substantial Stockholder, its Affiliates or Associates has
Beneficially Owned the shares of capital stock being purchased or any of
them for less than three (3) years; and

(c) all other holders of shares of capital stock of the same class or
series are not contemporaneously afforded the opportunity to sell to this
corporation or any other Person, on terms and at a price determined by a
majority of the Unaffiliated Directors of this corporation to be
substantially as favorable as those afforded to the Substantial
Stockholder, its Affiliates or Associates, the same percentage of such
shares of capital stock held by them as equals that percentage of the
shares of capital stock Beneficially Owned by the Substantial Stockholder
which are to be purchased from the Substantial Stockholder, its Affiliates
or Associates by this corporation.

SECTION 3. DETERMINATIONS BY UNAFFILIATED DIRECTORS. In the context
of any transaction described in Section 2 of this Article X, the majority of the
directors who are Unaffiliated Directors with respect to such transaction shall
have the exclusive power and duty to determine, on the basis of information
known to them after reasonable inquiry, whether a Person is (a) a Substantial
Stockholder, (b) an Affiliate or Associate of a Substantial Stockholder, and (c)
an Unaffiliated Director. Any such determination of a majority of the
Unaffiliated Directors shall be final and binding in the absence of fraud or
gross negligence by such Unaffiliated Directors.

SECTION 4. AMENDMENT OF ARTICLE X. The provisions of this Article X
may be amended, altered or repealed only at a meeting of stockholders by the
affirmative vote of the holders of at least eighty percent (80%) of the shares
of Voting Stock entitled to vote on amendments to these Articles of
Incorporation; PROVIDED, HOWEVER, that the provisions of this Section 4 shall
not apply to any such amendment, alteration or repeal that shall have been
approved and recommended to the shareholders for approval by a majority of
Unaffiliated Directors.

-3-

<PAGE>

(Seal of Minnesota
Secretary of State
dated May 9, 1986)

-4-

<PAGE>

ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BEST BUY CO., INC.

I, THE UNDERSIGNED, Secretary of Best Buy Co., Inc., a corporation subject
to the provisions of Chapter 302A, Minnesota Statutes, do hereby certify that
resolutions as hereinafter set forth were adopted on the 15th day of July, 1987,
at a regular meeting of the shareholders of this corporation:

RESOLVED:

The shareholders of this corporation hereby amend the corporation's
Amended and Restated Articles of Incorporation to include a new Article,
Article XI, to read as follows:

ARTICLE XI
LIMITATION OF DIRECTOR LIABILITY

No director of the corporation shall be personally liable to
the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director; provided, however, that
this Article XI shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 302A.559 or 80A.23
of the Minnesota Statutes, (iv) for any transaction from which
the director derived an improper personal benefit, or (v) for any
act or omission occurring prior to the effective date of this
Article XI. If, after the effective date of this Article XI, the
Minnesota Business Corporation Act is amended to authorize the
further elimination or limitation of the liability of directors,
then, in addition to the limitation on personal liability
provided herein, the liability of a director of the corporation
shall be limited to the fullest extent permitted by such amended
Act. Any repeal or modification of this Article XI by the
shareholders of the corporation shall be prospective only and
shall not adversely affect any limitation on the personal
liability of a director of the corporation existing at the time
of such repeal or modification.

<PAGE>

RESOLVED
FURTHER:

That the Secretary be, and he hereby is, authorized, empowered and
directed to make, execute and acknowledge such documents as may be required
by Minnesota Statutes, Chapter 302A, to reflect this amendment in the
Amended and Restated Articles of Incorporation and to cause such document
or documents to be filed for record in the manner required by law.

/S/ Elliot S. Kaplan
--------------------------------
Elliot S. Kaplan
Secretary

STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )

The foregoing instrument was acknowledged before me this 15th day of July,
1987, by Elliot S. Kaplan, the Secretary of Best Buy Co., Inc., a Minnesota
corporation, on behalf of the corporation.

/s/ Gail E. Peterson
--------------------------------
Notary Public

(Seal of Minnesota
Secretary of State
dated July 16, 1987)

<PAGE>

ARTICLES OF AMENDMENT OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF BEST BUY CO., INC.

WE, THE UNDERSIGNED, being officers of Best Buy Co., Inc., a corporation
subject to the provisions of Minnesota Statutes, Chapter 302A, of the Minnesota
Business Corporation Act, do hereby certify that the resolutions as hereinafter
set forth were adopted on the 13th day of January, 1994, by the affirmative vote
of the holders of a majority of the voting power of the shares present and
entitled to vote:

RESOLVED:

That the Shareholders of this corporation do hereby amend Article IV of the
corporation's Amended and Restated Articles of Incorporation to read as follows:

ARTICLE IV
CAPITAL

The aggregate number of shares of all classes of stock which this
corporation shall have the authority to issue is One Hundred Twenty
Million Four Hundred Thousand (120,400,000) shares consisting of:

(1) 120,000,000 shares of Common Stock, par value of $.10 per
share; and

(2) 400,000 shares of Preferred Stock, par value of $1.00 per
share.

The holders of shares of Common Stock shall have one vote for each
share of Common Stock held of record on each matter submitted to the
holders of shares of Common Stock.

RESOLVED
FURTHER:

That the Chief Executive Officer, and such other officer or officers as he
may designate, be, and they hereby are, authorized, empowered and directed to
make, execute and acknowledge such documents as may be required by Minnesota
Statutes, Chapter 302A, to reflect this amendment to the Amended and Restated
Articles of

<PAGE>

Incorporation and to cause such document or documents to be filed for record in
the manner required by law.

/S/ Richard M. Schulze
---------------------------
Richard M. Schulze
Chief Executive Officer

/s/ Elliot S. Kaplan
---------------------------
Elliot S. Kaplan, Secretary

STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )

The foregoing instrument was acknowledged before me this 13th day of
January, 1994, by Richard M. Schulze and Elliot S. Kaplan, the Chief Executive
Officer and Secretary, respectively, of Best Buy Co., Inc., a Minnesota
corporation, on behalf of the corporation.

/s/ Barbara J. Weiss
---------------------------
Notary Public

(Seal of Minnesota
Secretary of State dated
January 14, 1994)

<PAGE>

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

BEST BUY CO., INC.,

Issuer

MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION,

Trustee

Indenture
Dated as of October 12, 1993

$150,000,000
8 5/8% Senior Subordinated Notes due 2000

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

<PAGE>
BEST BUY CO., INC.

Reconciliation and tie between Trust
Indenture Act of 1939 and Indenture
dated as of October 12, 1993

<TABLE>
<CAPTION>
Trust Indenture Indenture
Act Section Section
------------------- -----------
<S> <C>
SECTION 310(a)(1) . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . . 609
(b) . . . . . . . . . . . . . . 608, 610
(c) . . . . . . . . . . . . . . Not Applicable
SECTION 311(a) . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . 613
(c) . . . . . . . . . . . . . . Not Applicable
SECTION 312(a) . . . . . . . . . . . . . . 701, 702(a)
(b) . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . 702(c)
SECTION 313(a) . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . 703(a)
(c) . . . . . . . . . . . . . . 703(a)
(d) . . . . . . . . . . . . . . 703(b)
SECTION 314(a) . . . . . . . . . . . . . . 704
(a)(4) . . . . . . . . . . . . . . 1018
(b) . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . 1304
(d) . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . 102
SECTION 315(a) . . . . . . . . . . . . . . 601
(b) . . . . . . . . . . . . . . 602
(c) . . . . . . . . . . . . . . 601
(d) . . . . . . . . . . . . . . 601
(e) . . . . . . . . . . . . . . 514
SECTION 316(a) . . . . . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . 507, 508
(c) . . . . . . . . . . . . . . 104(c)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
SECTION 317(a)(1) . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . 1003
SECTION 318(a) . . . . . . . . . . . . . . 107

</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.

-3-

<PAGE>

TABLE OF CONTENTS
PAGE

Parties. . . . . . . . . . . . . . . . . . . . . . . . . . 1

Recitals of the Company. . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

Definitions and Other Provisions of
General Application

SECTION 101. Definitions:

Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . 2
Asset Disposition. . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . 2
Bank Agreement . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . . 3
Borrowing Base . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . 3
Capital Lease Obligation . . . . . . . . . . . . . . . . . 3
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . 3
Change of Control. . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . 4
Common Stock . . . . . . . . . . . . . . . . . . . . . . . 4
Company. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request or Company Order . . . . . . . . . . . . . 4
Consolidated Cash Flow Available for Fixed Charges . . . . 4
Consolidated Cash Flow Ratio . . . . . . . . . . . . . . . 4
Consolidated Income Tax Expense. . . . . . . . . . . . . . 5
Consolidated Interest Expense. . . . . . . . . . . . . . . 5
Consolidated Net Income. . . . . . . . . . . . . . . . . . 5
Consolidated Net Tangible Assets . . . . . . . . . . . . . 6
Consolidated Net Worth . . . . . . . . . . . . . . . . . . 6
Consolidated Subsidiaries. . . . . . . . . . . . . . . . . 6
Controlling Person . . . . . . . . . . . . . . . . . . . . 6
Corporate Trust Office . . . . . . . . . . . . . . . . . . 6

__________________________________________

Note: This table of contents shall not, for any purpose, be deemed to be part of
the Indenture.

<PAGE>

corporation. . . . . . . . . . . . . . . . . . . . . . . . 6
Credit Facility. . . . . . . . . . . . . . . . . . . . . . 6
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Default. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Defaulted Interest . . . . . . . . . . . . . . . . . . . . 7
Designated Senior Debt . . . . . . . . . . . . . . . . . . 7
Designated Senior Holder . . . . . . . . . . . . . . . . . 7
Event of Default . . . . . . . . . . . . . . . . . . . . . 7
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . 7
Expiration Date. . . . . . . . . . . . . . . . . . . . . . 8
Group. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . 8
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Incur. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . 8
Interest Payment Date. . . . . . . . . . . . . . . . . . . 8
Investment . . . . . . . . . . . . . . . . . . . . . . . . 9
Junior Subordinated Payment. . . . . . . . . . . . . . . . 9
Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Mandatory Payments . . . . . . . . . . . . . . . . . . . . 9
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . 9
Net Available Proceeds . . . . . . . . . . . . . . . . . . 9
Offer Document . . . . . . . . . . . . . . . . . . . . . . 10
Offer to Purchase. . . . . . . . . . . . . . . . . . . . . 10
Officers' Certificate. . . . . . . . . . . . . . . . . . . 12
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . 12
Outstanding. . . . . . . . . . . . . . . . . . . . . . . . 12
PARI PASSU . . . . . . . . . . . . . . . . . . . . . . . . 13
Pari Passu Debt. . . . . . . . . . . . . . . . . . . . . . 13
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . 14
Payment Blockage Period. . . . . . . . . . . . . . . . . . 14
Person . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Predecessor Security . . . . . . . . . . . . . . . . . . . 14
Preferred Stock. . . . . . . . . . . . . . . . . . . . . . 14
Proceeding . . . . . . . . . . . . . . . . . . . . . . . . 14
Purchase Amount. . . . . . . . . . . . . . . . . . . . . . 15
Purchase Date. . . . . . . . . . . . . . . . . . . . . . . 15
Redeemable Interest. . . . . . . . . . . . . . . . . . . . 15
Redemption Date. . . . . . . . . . . . . . . . . . . . . . 15
Redemption Price . . . . . . . . . . . . . . . . . . . . . 15
Regular Record Date. . . . . . . . . . . . . . . . . . . . 15
Reinvested Amounts . . . . . . . . . . . . . . . . . . . . 15
Related Person . . . . . . . . . . . . . . . . . . . . . . 15
Responsible Officer. . . . . . . . . . . . . . . . . . . . 15

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<PAGE>

Restricted Payment . . . . . . . . . . . . . . . . . . . . 16
Restricted Subsidiary. . . . . . . . . . . . . . . . . . . 16
Sale and Leaseback Transaction . . . . . . . . . . . . . . 16
Scheduled Payments . . . . . . . . . . . . . . . . . . . . 16
Securities . . . . . . . . . . . . . . . . . . . . . . . . 16
Securities Payment . . . . . . . . . . . . . . . . . . . . 16
Security Register and Security Registrar . . . . . . . . . 16
Senior Debt. . . . . . . . . . . . . . . . . . . . . . . . 16
Senior Nonmonetary Default . . . . . . . . . . . . . . . . 17
Senior Payment Default . . . . . . . . . . . . . . . . . . 17
Special Record Rate. . . . . . . . . . . . . . . . . . . . 17
Stated Maturity. . . . . . . . . . . . . . . . . . . . . . 17
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . 17
Subordinated Notes . . . . . . . . . . . . . . . . . . . . 17
Successor Company. . . . . . . . . . . . . . . . . . . . . 17
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Trust Indenture Act. . . . . . . . . . . . . . . . . . . . 18
Unpermitted Debt . . . . . . . . . . . . . . . . . . . . . 18
Unrestricted Subsidiary. . . . . . . . . . . . . . . . . . 18
U.S. Government Obligations. . . . . . . . . . . . . . . . 18
Vice President . . . . . . . . . . . . . . . . . . . . . . 18
Voting Stock . . . . . . . . . . . . . . . . . . . . . . . 18
Wholly Owned Restricted Subsidiary . . . . . . . . . . . . 18
Wholly Owned Subsidiary. . . . . . . . . . . . . . . . . . 19

SECTION 102. Compliance Certificates and Opinions . . . . . . . . . . . 20

SECTION 103. Form of Documents Delivered to Trustee . . . . . . . . . . 20

SECTION 104. Acts of Holders; Record Dates. . . . . . . . . . . . . . . 21

SECTION 105. Notices, Etc., to Trustee and Company. . . . . . . . . . . 22

SECTION 106. Notice to Holders; Waiver. . . . . . . . . . . . . . . . . 23

SECTION 107. Conflict with Trust Indenture Act. . . . . . . . . . . . . 23

SECTION 108. Effect of Headings and Table of Contents . . . . . . . . . 24

SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . . . . 24

SECTION 110. Separability Clause. . . . . . . . . . . . . . . . . . . . 24

SECTION 111. Benefits of Indenture. . . . . . . . . . . . . . . . . . . 24

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<PAGE>

SECTION 112. Governing Law. . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE TWO

Security Forms

SECTION 201. Forms Generally. . . . . . . . . . . . . . . . . . . . . . 25

SECTION 202. Form of Face of Security . . . . . . . . . . . . . . . . . 25

SECTION 203. Form of Reverse of Security. . . . . . . . . . . . . . . . 27

SECTION 204. Form of Trustee's Certificate of Authentication. . . . . . 30

ARTICLE THREE

The Securities

SECTION 301. Title and Terms. . . . . . . . . . . . . . . . . . . . . . 31

SECTION 302. Denominations. . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 303. Execution, Authentication, Delivery and Dating . . . . . . 32

SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . . 33

SECTION 305. Registration, Registration of Transfer and Exchange. . . . 33

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . . . . 34

SECTION 307. Payment of Interest; Interest Rights Preserved . . . . . . 35

SECTION 308. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . 36

SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 310. Computation of Interest. . . . . . . . . . . . . . . . . . 37
ARTICLE FOUR

-iv-

<PAGE>

Satisfaction and Discharge

SECTION 401. Satisfaction and Discharge of Indenture. . . . . . . . . . 38

SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . . 39

ARTICLE FIVE

Remedies

SECTION 501. Events of Default. . . . . . . . . . . . . . . . . . . . . 40

SECTION 502. Acceleration of Maturity; Rescission and Annulment . . . . 42

SECTION 503. Collection of Indebtedness and Suits for Enforcement
by Trustee . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . 44

SECTION 505. Trustee May Enforce Claims Without Possession of
Securities . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 506. Application of Money Collected . . . . . . . . . . . . . . 45

SECTION 507. Limitation on Suits. . . . . . . . . . . . . . . . . . . . 45

SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . . . . . . . . . 46

SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . 46

SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . 46

SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . 47

SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . . . 47

SECTION 513. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . 47

SECTION 514. Undertaking for Costs. . . . . . . . . . . . . . . . . . . 48

SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . . 48

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<PAGE>

ARTICLE SIX

The Trustee

SECTION 601. Certain Duties and Responsibilities. . . . . . . . . . . . 49

SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . 49

SECTION 603. Certain Rights of Trustee. . . . . . . . . . . . . . . . . 49

SECTION 604. Not Responsible for Recitals or Issuance of Securities . . 51

SECTION 605. May Hold Securities. . . . . . . . . . . . . . . . . . . . 51

SECTION 606. Money Held in Trust. . . . . . . . . . . . . . . . . . . . 52

SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . . 52

SECTION 608. Disqualification; Conflicting Interests. . . . . . . . . . 53

SECTION 609. Corporate Trustee Required; Eligibility. . . . . . . . . . 53

SECTION 610. Resignation and Removal; Appointment of Successor. . . . . 53

SECTION 611. Acceptance of Appointment by Successor . . . . . . . . . . 55

SECTION 612. Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . . . . . . . . . . 55

SECTION 613. Preferential Collection of Claims Against Company. . . . . 55

SECTION 614. Appointment of Authenticating Agent. . . . . . . . . . . . 56

ARTICLE SEVEN

Holders' Lists and Reports By Trustee and Company

SECTION 701. Company to Furnish Trustee Names and
Addresses of Holders . . . . . . . . . . . . . . . . . . . 58

SECTION 702. Preservation of Information; Communications
to Holders . . . . . . . . . . . . . . . . . . . . . . . . 58

-vi-

<PAGE>

SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . 59

SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . . 59

ARTICLE EIGHT

Merger, Consolidation, Etc.

SECTION 801. Mergers, Consolidations and Certain Sales and
Purchases of Assets. . . . . . . . . . . . . . . . . . . . 59

SECTION 802. Successor Substituted. . . . . . . . . . . . . . . . . . . 61

ARTICLE NINE

Supplemental Indentures

SECTION 901. Supplemental Indentures without Consent
of Holders . . . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 902. Supplemental Indentures with Consent of Holders. . . . . . 62

SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . . 64

SECTION 904. Effect of Supplemental Indentures. . . . . . . . . . . . . 64

SECTION 905. Conformity with Trust Indenture Act. . . . . . . . . . . . 64

SECTION 906. Reference in Securities to Supplemental Indentures . . . . 64

SECTION 907. No Adverse Effect on Subordination . . . . . . . . . . . . 64

ARTICLE TEN

Covenants

SECTION 1001. Payment of Principal, Premium and Interest . . . . . . . . 65

SECTION 1002. Maintenance of Office or Agency. . . . . . . . . . . . . . 65

SECTION 1003. Money for Security Payments to be Held in Trust. . . . . . 65

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<PAGE>

SECTION 1004. Existence. . . . . . . . . . . . . . . . . . . . . . . . . 66

SECTION 1005. Maintenance of Properties. . . . . . . . . . . . . . . . . 67

SECTION 1006. Payment of Taxes and Other Claims. . . . . . . . . . . . . 67

SECTION 1007. Maintenance of Insurance . . . . . . . . . . . . . . . . . 67

SECTION 1008. Limitation on Consolidated Debt. . . . . . . . . . . . . . 68

SECTION 1009. Limitation on Layered and Junior Debt. . . . . . . . . . . 70

SECTION 1010. Limitation on Restricted Payments. . . . . . . . . . . . . 70

SECTION 1011. Limitations Concerning Distributions By
Subsidiaries, Etc. . . . . . . . . . . . . . . . . . . . . 71

SECTION 1012. Limitation on Liens. . . . . . . . . . . . . . . . . . . . 73

SECTION 1013. Limitation on Transactions with Affiliates and
Related Persons. . . . . . . . . . . . . . . . . . . . . . 75

SECTION 1014. Limitation on Certain Asset Dispositions . . . . . . . . . 75

SECTION 1015. Change of Control. . . . . . . . . . . . . . . . . . . . . 78

SECTION 1016. Provision of Financial Information . . . . . . . . . . . . 79

SECTION 1017. Unrestricted Subsidiaries. . . . . . . . . . . . . . . . . 80

SECTION 1018. Statement by Officers as to Default; Compliance
Certificates . . . . . . . . . . . . . . . . . . . . . . . 81

SECTION 1019. Waiver of Certain Covenants. . . . . . . . . . . . . . . . 81

-viii-

<PAGE>

ARTICLE ELEVEN

Redemption of Securities

SECTION 1101. Right of Redemption. . . . . . . . . . . . . . . . . . . . 82

SECTION 1102. Applicability of Article . . . . . . . . . . . . . . . . . 82

SECTION 1107. Election to Redeem; Notice to Trustee. . . . . . . . . . . 82

SECTION 1104. Selection by Trustee of Securities to Be Redeemed. . . . . 82

SECTION 1105. Notice of Redemption . . . . . . . . . . . . . . . . . . . 83

SECTION 1106. Deposit of Redemption Price. . . . . . . . . . . . . . . . 84

SECTION 1107. Securities Payable on Redemption Date. . . . . . . . . . . 84

SECTION 1108. Securities Redeemed in Part. . . . . . . . . . . . . . . . 84

ARTICLE TWELVE

Subordination of Securities

SECTION 1201. Securities Subordinate to Senior Debt. . . . . . . . . . . 85

SECTION 1202. Payment Over of Proceeds Upon Dissolution, Etc.. . . . . . 85

SECTION 1203. No Payment When Senior Debt in Default . . . . . . . . . . 87

SECTION 1204. Payment Permitted If No Default. . . . . . . . . . . . . . 88

SECTION 1205. Subrogation to Rights of Holders of Senior Debt. . . . . . 88

SECTION 1206. Provisions Solely to Define Relative Rights. . . . . . . . 89

SECTION 1207. Trustee to Effectuate Subordination. . . . . . . . . . . . 89

SECTION 1208. No Waiver of Subordination Provisions. . . . . . . . . . . 89

SECTION 1209. Notice to Trustee. . . . . . . . . . . . . . . . . . . . . 90

-ix-

<PAGE>

SECTION 1210. Reliance on Judicial Order or Certificate of
Liquidating Agent. . . . . . . . . . . . . . . . . . . . . 91

SECTION 1211. Trustee Not Fiduciary for Holders of Senior Debt . . . . . 92

SECTION 1212. Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights . . . . . . . . . . . . . 92

SECTION 1213. Article Applicable to Paying Agents. . . . . . . . . . . . 92

SECTION 1214. Defeasance of this Article Twelve. . . . . . . . . . . . . 92

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

SECTION 1301. Company's Option to Effect Defeasance or
Covenant Defeasance. . . . . . . . . . . . . . . . . . . . 93

SECTION 1302. Defeasance and Discharge . . . . . . . . . . . . . . . . . 93

SECTION 1303. Covenant Defeasance. . . . . . . . . . . . . . . . . . . . 93

SECTION 1304. Conditions to Defeasance or Covenant Defeasance. . . . . . 94

SECTION 1305. Deposited Money and U.S. Government Obligations
to be Held in Trust; Other Miscellaneous Provisions. . . . 96

SECTION 1306. Reinstatement. . . . . . . . . . . . . . . . . . . . . . . 97

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

-x-

<PAGE>

INDENTURE, dated as of October 12, 1993, between BEST BUY CO., INC.,
a corporation duly organized and existing under the laws of the State of
Minnesota (herein called the "Company"), having its principal office at 4400
West 78th Street, Bloomington, Minnesota 55435, and MERCANTILE BANK OF ST.
LOUIS NATIONAL ASSOCIATION, a national banking association duly organized and
existing under the laws of the United States, having its principal corporate
trust office at 7th and Washington, One Mercantile Center, 17th Floor, St.
Louis, Missouri 63101, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its 8 5/8%
Senior Subordinated Notes due 2000 (the "Securities") of substantially the tenor
and amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture.

All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE

Definitions and Other Provisions
of General Application

SECTION 101. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

<PAGE>

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles (whether or not such is indicated herein), and, except as
otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted at the date of such computation; and

(4) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

Certain terms, used principally in Article Six hereof, are defined in
that Article.

"Act," when used with respect to any Holder, has the meaning specified
in Article One, Section 104 hereof.

"Affiliate" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For the purposes of this definition, "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Asset Disposition" by any Person means any transfer, conveyance,
sale, lease or other disposition by such Person (including a consolidation or
merger or other sale of any Restricted Subsidiary with, into or to another
Person in a transaction in which such Restricted Subsidiary ceases to be a
Subsidiary of the Company, but excluding (i) any Sale and Leasback Transaction,
or (ii) a disposition by a Restricted Subsidiary to the Company or a Wholly
Owned Restricted Subsidiary or by the Company to a Wholly Owned Restricted
Subsidiary) of (A) shares of Capital Stock (other than directors' qualifying
shares) or other ownership interests of a Restricted Subsidiary, (B) all or
substantially all of the assets of such Person or any Restricted Subsidiary
representing a division or line of business or (C) other assets or rights of
such Person or any Restricted Subsidiary other than, in the case of clause (C),
dispositions in the ordinary course of business consistent with past practice.

"Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate securities.

"Bank Agreement" means the Credit Agreement dated as of September 1,
1993, between the Company and First Bank National Association, as such

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<PAGE>

Agreement may hereafter be amended, restated, supplemented or otherwise modified
from time to time, together with all other documents executed in connection
therewith.

"Board of Directors" means the board of directors of the Company.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

"Borrowing Base" means, as of any date, an amount equal to the sum of
(a) 85% of the face amount of all accounts receivable owned by the Company and
its Restricted Subsidiaries as of such date, and (b) 50% of the excess of the
book value of all inventory owned by the Company and its Restricted Subsidiaries
as of such date over the aggregate of all secured trade payables and all amounts
outstanding under secured inventory financing credit lines, all calculated on a
consolidated basis and in accordance with generally accepted accounting
principles.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York or the city
in which the Corporate Trust Office is located are authorized or obligated by
law or executive order to close.

"Capital Lease Obligation" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Debt arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability on
the face of a balance sheet of such Person in accordance with generally accepted
accounting principles. The stated maturity of such obligation shall be the date
of the last payment of rent or any other amount due under such lease prior to
the first date upon which such lease may be terminated by the lessee without
payment of a penalty.

"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
equity interests of such Person.

"Change of Control" has the meaning specified in Article Ten, Section
1015 hereof.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and
performing the

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duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

"Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture and thereafter "Company"
shall mean such successor Person.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

"Consolidated Cash Flow Available for Fixed Charges" means for any
period the Consolidated Net Income for such period increased by the sum of (i)
Consolidated Interest Expense of a Person for such period, plus (ii)
Consolidated Income Tax Expense of such Person for such period, plus (iii) the
consolidated depreciation and amortization expense included in the income
statement of such Person and its Consolidated Subsidiaries for such period, plus
(iv) one-third of all operating lease payments of such Person paid or accrued
during such period to the extent such operating lease payments were deducted in
computing Consolidated Net Income, in each case on a consolidated basis and
determined in accordance with generally accepted accounting principles.

"Consolidated Cash Flow Ratio" means for any period the ratio of (i)
Consolidated Cash Flow Available for Fixed Charges of a Person for such period
to (ii) the sum of (A) Consolidated Interest Expense of such Person for such
period plus (B) the annual interest expense (including the amortization of debt
discount and all items which would be included in Consolidated Interest Expense)
with respect to any Debt Incurred or proposed to be Incurred by such Person or
its Consolidated Subsidiaries since the end of such period to the extent not
included in clause (ii)(A) calculated as if Incurred at the beginning of such
period (variable rate debt shall be assumed to bear interest at the rate in
effect or, in the case of proposed Debt, which would be in effect, at the time
of calculation) plus (C) one-third of all operating lease payments of such
Person paid or accrued during such period to the extent such operating lease
payments were deducted in computing Consolidated Net Income, in each case, on a
consolidated basis and determined in accordance with generally accepted
accounting principles, minus (D) Consolidated Interest Expense of such Person
with respect to any Debt that is no longer outstanding, or will no longer be

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outstanding as a result of the Incurrence of the Debt proposed to be Incurred,
in each case to the extent included in clause (ii)(A).

"Consolidated Income Tax Expense" of any Person means for any period
the consolidated provision for income taxes of such Person and its Consolidated
Subsidiaries for such period.

"Consolidated Interest Expense" of any Person means for any period the
consolidated interest expense included in a consolidated income statement
(without deduction of interest income) of such Person and its Consolidated
Subsidiaries for such period, including without limitation or duplication (or,
to the extent not so included, with the addition of), (i) the portion of any
rental obligation in respect of any Capital Lease Obligation allocable to
interest expense in accordance with generally accepted accounting principles;
(ii) the amortization of Debt discounts; (iii) any payments or fees with respect
to letters of credit, bankers' acceptances or similar facilities; (iv) fees with
respect to interest rate swap or similar agreements or foreign currency hedge,
exchange or similar agreements; (v) dividends in respect of Preferred Stock and
Redeemable Interests held by Persons other than the Company or a Wholly Owned
Subsidiary declared and paid or payable in property (including cash) other than
Capital Stock (excluding Capital Stock which constitutes a Redeemable Interest);
and (vi) consolidated interest expense with respect to Debt that is Guaranteed
by such Person or any of its Consolidated Subsidiaries.

"Consolidated Net Income" of any Person means for any period the
consolidated net income (or loss) of such Person and its Consolidated
Subsidiaries for such period determined in accordance with generally accepted
accounting principles; provided that there shall be excluded therefrom (a) the
net income (or loss) of any Person acquired by such Person or a Subsidiary of
such Person in a pooling-of-interests transaction for any period prior to the
date of such transaction, (b) the net income (but not net loss) of any
Consolidated Subsidiary of such Person that is subject to restrictions that
prevent the payment of dividends or the making of distributions to such Person
to the extent of such restrictions, (c) the net income (or loss) of any Person
that is not a Consolidated Subsidiary of such Person except to the extent of the
amount of dividends or other distributions actually paid to such Person by such
other Person during such period, (d) gains or losses on Asset Dispositions by
such Person or its Consolidated Subsidiaries, (e) all extraordinary gains and
extraordinary losses and (f) any charges included in net income resulting from
the cumulative effect of the adoption of accounting standards issued subsequent
to the date of this Indenture.

"Consolidated Net Tangible Assets" means the total amount of
consolidated assets of the Company and its Subsidiaries (less applicable
reserves and other properly deductible items), determined on a consolidated
basis and in accordance with generally accepted accounting principles, after
deducting therefrom

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(i) all liabilities and (ii) all goodwill, trade names, trademarks, service
marks, unamortized debt discount and expense, and all other intangibles.

"Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person and its Consolidated Subsidiaries, as
determined on a consolidated basis in accordance with generally accepted
accounting principles, less amounts attributable to Redeemable Interests of such
Person; provided that, with respect to the Company and its Consolidated
Subsidiaries, adjustments following the date of this Indenture to the accounting
records of the Company and its Consolidated Subsidiaries to conform with
Accounting Principles Board Opinion Nos. 16 and 17 (or successor opinions
thereto) or otherwise resulting from the acquisition of control of the Company
by another Person shall not be given effect.

"Consolidated Subsidiaries" of any Person means all other Persons that
would be accounted for as consolidated Persons in such Person's financial
statements in accordance with generally accepted accounting principles; provided
that, for any particular period during which any Subsidiary was an Unrestricted
Subsidiary, "Consolidated Subsidiaries" will exclude such Subsidiary for such
period (or portion thereof) during which it was an Unrestricted Subsidiary.

"Controlling Person" has the meaning specified in Article Ten, Section
1015 hereof.

"Corporate Trust Office" means the principal office of the Trustee at
7th and Washington, One Mercantile Center, 17th Floor, St. Louis, Missouri
63101, at which at any particular time its corporate trust business shall be
administered.

"corporation" means a corporation, association, company, joint-stock
company or business trust.

"Credit Facility" means a credit or loan agreement or facility (which
may include a revolving or working capital facility) with a bank or other
financial institution or group of banks or other financial institutions, as such
agreement or facility may be amended (including any amendment and restatement
thereof), renewed, extended, substituted, refinanced, restructured, modified,
supplemented, restated or replaced from time to time.

"Debt" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person, (i) every
obligation of such Person for money borrowed, (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations Incurred in connection with the acquisition of
property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every

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obligation of such Person issued or assumed as the deferred purchase price of
property or services (but excluding trade accounts payable, accrued liabilities
resulting from the sale of extended service plans, or accrued liabilities
arising in the ordinary course of business), (v) every Capital Lease Obligation
of such Person, (vi) the maximum fixed redemption or repurchase price of
Redeemable Interests of such Person at the time of determination, (vii) every
payment obligation of such Person under interest rate swap or similar agreements
or foreign currency hedge, exchange or similar agreements at the time of
determination, including any such obligations Incurred by such Person solely to
act as a hedge against increases in interest rates that may occur under the
terms of other outstanding variable or floating rate Debt of such Person, and
(viii) every obligation of the type referred to in clauses (i) through (vii) of
another Person and all dividends of another Person the payment of which, in
either case, such Person has Guaranteed or for which such Person is responsible
or liable, directly or indirectly, jointly or severally, as obligor, Guarantor
or otherwise.

"Default" means any event which is, or after notice or passage of time
or both will be, an Event of Default.

"Defaulted Interest" has the meaning specified in Article Three,
Section 307 hereof.

"Designated Senior Debt" means (i) all Senior Debt under the Bank
Agreement and (ii) each other credit facility, agreement or instrument
constituting Senior Debt which, at the time of determination, has an aggregate
principal amount outstanding, together with any commitments to lend additional
amounts, of at least $25 million.

"Designated Senior Holder" means (i) with respect to the Bank
Agreement, the agent bank or such other Person designated as such thereunder and
(ii) with respect to any other Designated Senior Debt, the Person designated as
such in accordance with the terms of the instrument evidencing such Senior Debt.

"Event of Default" has the meaning specified in Article Five, Section
501 hereof.

"Exchange Act" refers to the Securities Exchange Act of 1934 as it may
be amended from time to time and any successor act thereto.

"Expiration Date" has the meaning specified in the definition of Offer
to Purchase.

"Group" has the meaning specified in Article Ten, Section 1015 hereof.

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"Guaranty" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Debt of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or to purchase
(or to advance or supply funds for the purchase of) any security for the payment
of such Debt, (ii) to purchase property, securities or services for the purpose
of assuring the holder of such Debt of the payment of such Debt, or (iii) to
maintain working capital, equity capital or other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to pay
such Debt (and "Guaranteed," "Guaran-teeing" and "Guarantor" shall have meanings
correlative to the foregoing); provided, however, that the Guaranty by any
Person shall not include endorsements by such Person for collection or deposit,
in either case, in the ordinary course of business.

"Holder" means a Person in whose name a Security is registered in the
Security Register.

"Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
Guaranty or otherwise become liable in respect of such Debt or other obligation
or the recording, as required pursuant to generally accepted accounting
principles or otherwise, of any such Debt or other obligation on the balance
sheet of such Person (and "Incurrence," "Incurred," "Incurrable" and "Incurring"
shall have meanings correlative to the foregoing); provided, however, that a
change in generally accepted accounting principles that results in an obligation
of such Person that exists at such time becoming Debt shall not be deemed an
Incurrence of such Debt.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be part
of and govern this instrument and any such supplemental indenture, respectively.

"Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

"Investment" by any Person in any other Person means (i) any direct or
indirect loan, advance or other extension of credit or capital contribution to
or for the account of such other Person (by means of any transfer of cash or
other property to any Person or any payment for property or services for the
account or use of any Person, or otherwise), (ii) any direct or indirect
purchase or other acquisition of any Capital Stock, bond, note, debenture or
other debt or equity security or evidence of Debt, or any other ownership
interest, issued by such other Person, whether such

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acquisition is from such or any other Person, (iii) any direct or indirect
payment by such Person on a Guaranty of any obligation of or for such other
Person or the account of such other Person or any direct or indirect issuance by
such Person of such a Guaranty or (iv) any other investment of cash or other
property by such Person in or for the account of such other Person.

"Junior Subordinated Payment" has the meaning specified in Article
Twelve, Section 1202 hereof.

"Lien" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement or title exception, encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

"Mandatory Payments" has the meaning specified in Article Ten, Section
1008 hereof.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

"Net Available Proceeds" from any Asset Disposition by the Company or
any Restricted Subsidiary means cash or readily marketable cash equivalents
received (including by way of sale, maturity, liquidation, compromise or
discount of a note, installment receivable or other receivable, but excluding
any other consideration received in the form of assumption of Debt or other
obligations relating to such properties or assets or received in any other
noncash form) therefrom by the Company or such Restricted Subsidiary, net of (i)
all legal, title and recording tax expenses, commissions and other fees and
expenses Incurred and all federal, state, provincial, foreign and local taxes
required to be accrued as a liability as a consequence of such Asset
Disposition, (ii) all payments made by the Company or such Restricted Subsidiary
on any Debt that is secured by such assets in accordance with the terms of any
Lien upon or with respect to such assets or that must, by the terms of such
Lien, or in order to obtain a necessary consent to such Asset Disposition, or by
applicable law, be repaid out of the proceeds from such Asset Disposition, and
(iii) all distributions and other payments made to minority interest holders in
Restricted Subsidiaries or joint ventures as a result of such Asset Disposition.

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"Offer Document" has the meaning specified in the definition of Offer
to Purchase.

"Offer to Purchase" means an offer, made pursuant to a writing (the
"Offer Document") sent by the Company by first class mail, postage prepaid, to
each Holder at his address appearing in the Security Register on the date of the
Offer Document, to purchase, in the aggregate, up to the principal amount of
Securities specified in such Offer Document at the purchase price specified in
such Offer Document (as determined pursuant to this Indenture). The Offer
Document shall specify an expiration date (the "Expiration Date") of the Offer
to Purchase which shall be, subject to any contrary requirements of applicable
law, not less than 30 days or more than 60 days after the date of such Offer
Document and a settlement date (the "Purchase Date") for purchase of Securities
within five Business Days after the Expiration Date. The Company shall notify
the Trustee at least 15 Business Days (or such shorter period as is acceptable
to the Trustee) prior to the mailing of the Offer Document of the Company's
obligation to make an Offer to Purchase, and the Offer Document shall be mailed
by the Company or, at the Company's request, by the Trustee in the name and at
the expense of the Company. The Offer Document shall contain information
concerning the business of the Company and its Subsidiaries which the Company in
good faith believes will enable such Holders to make an informed decision with
respect to the Offer to Purchase (which at a minimum will include (i) the most
recent annual and quarterly financial statements and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" contained in the
documents required to be filed with the Trustee pursuant to Article Ten, Section
1016 hereof (which requirements may be satisfied by delivery of such documents
together with the Offer Document), (ii) a description of material developments
in the Company's business subsequent to the date of the latest of such financial
statements referred to in clause (i) (including a description of the events
requiring the Company to make the Offer to Purchase), (iii) if applicable,
appropriate pro forma financial information concerning the Offer to Purchase and
the events requiring the Company to make the Offer to Purchase and (iv) any
other information required by applicable law to be included therein). The Offer
Document shall contain all instructions and materials necessary to enable such
Holder to tender Securities pursuant to the Offer to Purchase. The Offer
Document shall also state:

(1) the Section of this Indenture pursuant to which the Offer to
Purchase is being made and, if applicable, that a Change of Control has
occurred (or, if the Offer to Purchase is delivered in connection with an
Asset Disposition, that an Asset Disposition has occurred) and that the
Company thereby offers to purchase the Holder's Securities (subject to any
proration);

(2) the Expiration Date and the Purchase Date;

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(3) the aggregate principal amount of the Outstanding Securities
offered to be purchased by the Company pursuant to the Offer to Purchase
(including, if less than 100%, the manner by which such amount (the
"Purchase Amount") has been determined pursuant to the Section hereof
requiring the Offer to Purchase);

(4) the purchase price to be paid by the Company for each $1,000
aggregate principal amount of Securities accepted for payment (as specified
pursuant to this Indenture);

(5) that the Holder may tender all or any portion of the Securities
registered in the name of such Holder and that any portion of a Security
tendered must be tendered in an integral multiple of $1,000 principal
amount;

(6) the place or places where Securities are to be surrendered for
tender pursuant to the Offer to Purchase;

(7) that interest will continue to accrue on any Security not
tendered or tendered but not purchased by the Company pursuant to the Offer
to Purchase;

(8) that on the Purchase Date the purchase price will become due and
payable upon each Security accepted for payment pursuant to the Offer to
Purchase and that interest thereon shall cease to accrue on and after the
Purchase Date;

(9) that each Holder electing to tender a Security pursuant to the
Offer to Purchase will be required to surrender such Security at the place
or places specified in the Offer Document prior to the close of business on
the Expiration Date (such Security being, if the Company or the Trustee so
requires, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing);

(10) that Holders will be entitled to withdraw all or any portion
of Securities tendered if the Company (or its Paying Agent) receives, not
later than the close of business on the Expiration Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Security the Holder tendered, the certificate
number of the Security the Holder tendered and a statement that such Holder
is withdrawing all or a portion of his tender;

(11) that (a) if Securities in an aggregate principal amount less
than or equal to the Purchase Amount are duly tendered and not withdrawn
pursuant

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to the Offer to Purchase, the Company shall purchase all such Securities
and (b) if Securities in an aggregate principal amount in excess of the
Purchase Amount are tendered and not withdrawn pursuant to the Offer to
Purchase, the Company shall purchase Securities having an aggregate
principal amount equal to the Purchase Amount on a pro rata basis (with
such adjustments as may be deemed appropriate so that only Securities in
denominations of $1,000 or integral multiples thereof shall be purchased);
and

(12) that in the case of any Holder whose tendered Security is
purchased only in part, the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in
exchange for the unpurchased portion of the Security so tendered.

Any Offer to Purchase shall be governed by and effected in accordance with the
Offer Document for such Offer to Purchase.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. At least one of the officers signing an Officers'
Certificate given pursuant to Article Ten, Section 1018 hereof shall be the
principal executive, financial or accounting officer of the Company.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

"Outstanding, " when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

(i) Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

(ii) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made;

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(iii) Securities, except to the extent provided in Article Thirteen,
Sections 1302 and 1303 hereof, which have been defeased pursuant to
Article Thirteen, Sections 1302 or 1303 hereof; and

(iv) Securities which have been paid pursuant to Article Three,
Section 306 hereof or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other
than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor.

"PARI PASSU," when used with respect to the ranking of any Debt of any
Person in relation to other Debt of such Person, means that each such Debt (a)
either (i) is not subordinated in right of payment to any other Debt of such
Person or (ii) is subordinate in right of payment to the same Debt of such
Person as is the other and is so subordinate to the same extent and (b) is not
subordinate in right of payment to the other or to any Debt of such Person as to
which the other is not so subordinate.

"Pari Passu Debt" means any Debt of the Company, whether outstanding
at the date of this Indenture or Incurred hereafter, that (a) ranks PARI PASSU
with the Securities and (b) by its terms, or by the terms of any agreement or
instrument pursuant to which such Debt is issued, (i) does not provide for
payments of principal of such Debt at the stated maturity thereof or by way of a
sinking fund applicable thereto or by way of any mandatory redemption,
defeasance, retirement or repurchase thereof by the Company (including any
redemption, retirement or repurchase that is contingent upon events or
circumstances, but excluding any retirement required by virtue of acceleration
of such Debt upon an event of default thereunder), in each case prior to the
Stated Maturity of the principal of the Securities and (ii) does not permit
redemption or other retirement (including pursuant to an offer to purchase made
by the Company) of such Debt at the option of the holder

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thereof prior to the Stated Maturity of the principal of the Securities, other
than a redemption or other retirement at the option of the holder of such Debt
(including pursuant to an offer to purchase made by the Company) that is
conditioned upon the change of control of the Company pursuant to provisions
substantially the same as those contained in this Indenture.

"Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.

"Payment Blockage Period" has the meaning specified in Article Twelve,
Section 1203 hereof.

"Person" means any individual, corporation, limited or general
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Article Three, Section 306 hereof in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

"Preferred Stock," as applied to the Capital Stock of any Person,
means Capital Stock of such Person of any class or classes (however designated)
that ranks prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

"Proceeding" has the meaning specified in Article Twelve, Section 1202
hereof.

"Purchase Amount" has the meaning specified in the definition of Offer
to Purchase.

"Purchase Date" has the meaning specified in the definition of Offer
to Purchase.

"Redeemable Interest" of any Person means any equity security of or
other ownership interest in such Person that by its terms or otherwise is
required to be redeemed prior to the Stated Maturity of the principal of the
Securities or is or may be redeemable at the option of the holder thereof at any
time prior to the Stated Maturity of the principal of the Securities; provided,
however, that interests which

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are redeemable solely for any equity security of or other ownership interest in
such Person that by its terms or otherwise is not required to be redeemed prior
to the Stated Maturity of the principal of the Securities shall not constitute
Redeemable Interests.

"Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Regular Record Date" for the interest payable on any Interest Payment
Date means the 15th day of March or the 15th day of September (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.

"Reinvested Amounts" has the meaning specified in Article Ten, Section
1014 hereof.

"Related Person" of any Person means any other Person owning (a) 5% or
more of the outstanding Common Stock of such Person or (b) 5% or more of the
Voting Stock of such Person.

"Responsible Officer," when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president of the Trustee, any vice president having
corporate trust responsibilities, any trust officer or assistant trust officer
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

"Restricted Payment" has the meaning specified in Article Ten, Section
1010 hereof.

"Restricted Subsidiary" means a Subsidiary of the Company deemed to be
a Restricted Subsidiary in accordance with the provisions of Article Ten,
Section 1017 hereof.

"Sale and Leaseback Transaction" means an arrangement with any lender
or investor or to which such lender or investor is a party providing for the
leasing by a Person of any property or asset of such Person which has been or is
being sold or transferred by such Person not more than 360 days after the
acquisition

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<PAGE>

thereof or the completion of construction or commencement of operation thereof
to such lender or investor or to any Person to whom funds have been or are to be
advanced by such lender or investor on the security of such property or asset.
The stated maturity of such arrangement shall be the date of the last payment of
rent or any other amount due under such arrangement prior to the first date on
which such arrangement may be terminated by the lessee without payment of a
penalty.

"Scheduled Payments" has the meaning specified in Article Twelve,
Section 1008 hereof.

"Securities" means the securities designated in the first paragraph of
the RECITALS OF THE COMPANY.

"Securities Payment" has the meaning set forth in Article Twelve,
Section 1202 hereof.

"Security Register" and "Security Registrar" have the respective
meanings specified in Article Three, Section 305 hereof.

"Senior Debt" means (i) Debt of the Company under the Bank Agreement,
including all reborrowings, if any, by the Company, (ii) all other Debt of the
Company referred to in any of Clauses (i) - (v), (vii) and (viii) of the
definition of Debt (including pursuant to the Bank Agreement), whether Incurred
on or prior to the date of this Indenture or thereafter Incurred, (iii)
amendments, modifications, renewals, extensions, refinancings, replacements and
refundings by the Company of any such Debt (and of any such amended, modified,
renewed, extended, refinanced, refunded or replaced Debt) and (iv) obligations
under secured inventory financing credit lines; provided, however, the following
shall not constitute Senior Debt: (A) any Debt owed to a Person when such Person
is a Subsidiary of the Company, (B) any Debt which by the terms of the
instrument creating or evidencing the same expressly provides that it is not
superior in right of payment to the Securities, (C) any Debt to the extent
Incurred in violation of this Indenture or (D) any Debt which expressly provides
that it is subordinated in right of payment to any other Debt of the Company.
For purposes of this definition, "Debt" includes any obligation to pay
principal, premium (if any), interest, penalties, reimbursement or indemnity
amounts, fees and expenses (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company
whether or not a claim for post-petition interest is allowed in such
proceeding).

"Senior Nonmonetary Default" has the meaning specified in Article
Twelve, Section 1203 hereof.

"Senior Payment Default" has the meaning specified in Article Twelve,
Section 1203 hereof.

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<PAGE>

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Article Three, Section 307 hereof.

"Stated Maturity," when used with respect to any Security, means the
date specified in such Security as the fixed date on which the principal of such
Security or an installment of interest thereon is due and payable.

"Subordinated Notes" means (a) the Company's 9% Subordinated
Extendible Notes due 1997 and (b) the Company's 9.95% Subordinated Notes due
1999.

"Subsidiary" of any Person means (i) a corporation more than 50% of
the outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof, (ii) a partnership of which such Person, or
one or more other Subsidiaries of such Person or such Person and one or more
other Subsidiaries thereof, directly or indirectly, is the general partner and
has the power to direct the policies, management and affairs or (iii) any other
Person (other than a corporation) in which such Person, or one or more other
Subsidiaries of such Person or such Person and one or more other Subsidiaries
thereof, directly or indirectly, has at least a majority ownership interest and
power to direct the policies, management and affairs thereof.

"Successor Company" has the meaning set forth in Article Eight,
Section 802 hereof.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event that the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

"Unpermitted Debt" has the meaning specified in Article Ten,
Section 1017 hereof.

"Unrestricted Subsidiary" means a Subsidiary of the Company that is
deemed to be an Unrestricted Subsidiary in accordance with Article Ten,
Section 1017 hereof.

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<PAGE>

"U.S Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

"Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

"Voting Stock" of any Person means Capital Stock of such Person that
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

"Wholly Owned Restricted Subsidiary" means a Wholly Owned Subsidiary
of the Company deemed to be a Wholly Owned Restricted Subsidiary pursuant to
Article Ten, Section 1017 hereof

"Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

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<PAGE>

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act or this Indenture. Each such certificate or opinion shall be
given in the form of an Officers' Certificate, if to be given by an officer of
the Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other
requirement set forth in this Indenture.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto,

(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition
has been complied with; and

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous.

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<PAGE>

Any such certificate or opinion of counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104. ACTS OF HOLDERS; RECORD DATES.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by their agents
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Article Six, Section 601 hereof)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(c) If the Company or any Person shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver, or other
Act, the Company may, at its option, by or pursuant to a Company Order, fix in
advance a record date for the determination of such Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
Act, but the

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<PAGE>

Company shall have no obligation to do so. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
request, demand, authorization, direction, notice, consent, waiver, or other
Act, the record date for any such request, demand, authorization, direction,
notice, consent, waiver, or other Act shall be the 30th day (or, if later, the
date of the most recent list of Holders required to be provided pursuant to
Article Seven, Section 701 hereof) prior to such first solicitation.
Notwithstanding Trust Indenture Act Section 316(c), if the Company elects to fix
any such record date, such record date shall be the record date specified in or
pursuant to such Company Order, which shall be a date not more than 30 days
prior to the first solicitation of Holders generally in connection therewith and
no later than the date such solicitation is completed.

If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Securities then Outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for this purpose the
Securities then Outstanding shall be computed as of such record date; provided
that no such request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

(d) The ownership of Securities shall be proved by the Security
Register.

(e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of any thing done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, addressed as follows:

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<PAGE>

7th and Washington
One Mercantile Center, 17th Floor
St. Louis, Missouri 63101
Attention: Corporate Trust Department

(2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the
first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company.

SECTION 106. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Any notice when mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder whether or not actually received by such Holder. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

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<PAGE>

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 109. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 110. SEPARABILITY CLAUSE.

In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than (subject to Article Thirteen hereof) the
parties hereto and their successors hereunder, the holders of Senior Debt and
the Holders of Securities, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 112. GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 113. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date, or
Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity; provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, until after such next succeeding Business Day if such payment is
not timely made.

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<PAGE>
ARTICLE TWO

Security Forms

SECTION 201. FORMS GENERALLY.

The Securities and the Trustee's certificate of authentication shall
be in substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. Any portion of the text of
any Security may be set forth on the reverse thereof.

The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

SECTION 202. FORM OF FACE OF SECURITY.

BEST BUY CO., INC.

8 5/8% Senior Subordinated Note due 2000

No. ____________________________ $ __________________________

Best Buy Co., Inc., a corporation duly organized and existing under
the laws of Minnesota (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of________________________________ Dollars
on October 1, 2000, and to pay interest thereon from October 12, 1993, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on April 1 and October 1 in each year, commencing
April 1, 1994, at the rate of 8 5/8% per annum, until the principal hereof is
paid or made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the same rate per annum on any overdue
principal and premium and on any overdue installment of interest until paid as
specified on the reverse hereof.

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<PAGE>

The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 or September 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Security may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

Principal of (and premium, if any) and interest on this Security will
be payable at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Interest on this Security shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signatures of its authorize officers and its
corporate seal to be affixed or reproduced hereon.

Date of Authentication:

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<PAGE>
BEST BUY CO., INC.
(SEAL)

By__________________________________________
ATTEST:

________________________________________
Secretary

This is one of the Securities referred to in the within-mentioned Indenture.

MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
as Trustee

By____________________________________________
Authorized Signer

SECTION 203. FORM OF REVERSE OF SECURITY.

This Security is one of a duly authorized issue of Securities of the
Company designated as its 8 5/8% Senior Subordinated Notes due 2000 (herein
called the "Securities"), limited in aggregate principal amount to $150,000,000,
issued and to be issued under an Indenture dated as of October 12, 1993 (herein
called the "Indenture"), between the Company and Mercantile Bank of St. Louis
National Association, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail, at any time on or after October 1, 1998, as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed during
the 12-month period beginning on October 1 of the years indicated,

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<PAGE>

Redemption
Year Price
---- ------------------
<S> <C>
1998 102.50%
1999 101.25%
</TABLE>

together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Dates referred to on the face hereof, all as provided in
the Indenture. If less than all of the Securities are to be redeemed, such
portion of the Securities shall be redeemed by lot or by such other method as
the Trustee shall deem fair and reasonable. Securities (or portions thereof)
for whose redemption and payment provision is made in accordance with the
Indenture shall cease to bear interest from and after the date of redemption.

In the event of redemption or purchase pursuant to an Offer to
Purchase of this Security in part only, a new Security or Securities for the
unredeemed or unpurchased portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes.

If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

The Indenture provides that, subject to certain conditions, including
the provisions of the Indenture relating to the subordination of the Securities,
if (i) certain Net Available Proceeds are available to the Company as a result
of Asset Dispositions (subject to certain rights of the Company and others set
forth in the Indenture) or (ii) a Change of Control occurs, the Company shall be
required to make an Offer to Purchase for all or a specified portion of the
Securities.

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<PAGE>

The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this Security or (ii) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein.

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in aggregate principal amount of
the Securities at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as trustee
and offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to
certain suits described in the Indenture, including any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed
herein (or, in the case of redemption, on or after the Redemption Date or, in
the case of any purchase of this Security required to be made pursuant to an
Offer to Purchase, on or after the Purchase Date).

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

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<PAGE>

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

This is one of the Securities referred to in the within-mentioned
Indenture.

MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
as Trustee

By___________________________________________
Authorized Signer

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ARTICLE THREE

The Securities

SECTION 301. TITLE AND TERMS.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $150,000,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 304,
305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to
Section 1014 or 1015.

The Securities shall be known and designated as the "8 5/8% Senior
Subordinated Notes due 2000" of the Company. The Stated Maturity of the
principal of the Securities shall be October 1, 2000 and the Securities shall
bear interest at the rate of 8 5/8% per annum from October 12, 1993, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, payable semi-annually on April 1 and October 1
in each year, commencing April 1, 1994, until the principal thereof is paid or
made available for payment.

Principal of (and premium, if any) and interest on the Securities
shall be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, maintained for such purpose; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

The Securities shall be subject to repurchase by the Company pursuant
to an Offer to Purchase as provided in Article Ten, Sections 1014 and 1015
hereof.

The Securities shall be redeemable as provided in Article Eleven.

The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article Twelve.

The Securities shall be subject to defeasance at the option of the
Company as provided in Article Thirteen.

SECTION 302. DENOMINATIONS.

The Securities shall be issuable only in fully registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

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SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any one or more of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Se-
curity shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

In case the Company, pursuant to Article Eight, shall be consolidated
or merged with or into any other Person or shall sell, convey, transfer, lease
or otherwise dispose of substantially all of its properties and assets as an
entirety to any Person, and the Successor Company shall have executed an
indenture supplemental hereto with the Trustee pursuant to Article Eight, any of
the Securities authenticated or delivered prior to such consolidation, merger,
sale, conveyance, transfer, lease or other disposition may, from time to time,
at the request of the Successor Company, be exchanged for other Securities
executed in the name of the Successor Company with such changes in phraseology
and form as may be appropriate, but otherwise in substance of like tenor as the
Securities surrendered for such exchange and of like principal amount; and the
Trustee, upon Company Order of the Successor Company, shall authenticate and
deliver Securities as specified in such request for the purpose of such
exchange. If Securities shall at any time be authenticated and delivered in any
new name of a Successor Company pursuant to this Section 303 in exchange for or
upon registration of transfer of any

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Securities, such Successor Company, at the option of any Holder but without
expense to such Holder, shall provide for the exchange of all Securities at the
time Outstanding held by such Holder for Securities authenticated and delivered
in such name.

SECTION 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

If temporary Securities are issued, the Company shall cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Article Ten, Section 1002
hereof, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept at the office or agency designated
pursuant to Article Ten, Section 1002 hereof a register (the "Security Reg-
ister") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein pro-
vided.

Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated pursuant to Article Ten, Section 1002
hereof for such purpose, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denominations and of a
like aggregate principal amount.

At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever

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any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Article Three, Section 303 or 304 hereof, Article Nine,
Section 906 hereof or Article Eleven, Section 1108 hereof or in accordance with
any Offer to Purchase pursuant to Article Ten, Section 1014 or 1015 hereof not
involving any transfer.

The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Article Eleven, Section 1104 hereof and ending at
the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any

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such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date and interest on such
defaulted interest at the interest rate borne by the Securities, to the extent
lawful (such defaulted interest and interest thereon, herein collectively called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities (or their respective Predeces-
sor Securities) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: The Company shall notify the Trustee in writing of

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the amount of Defaulted Interest proposed to be paid on each Security and
the date of the proposed payment, which date shall be acceptable to the
Trustee, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each
Holder at his address as it appears in the Security Register, not less than
10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall
no longer be payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securi-
ties exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company
to the Trustee of the proposed payment pursuant to this clause, such manner
of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

SECTION 308. PERSONS DEEMED OWNERS.

The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name a Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Article Three, Section 307 hereof) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

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<PAGE>

SECTION 309. CANCELLATION.

All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any Offer to Purchase pursuant to
Article Ten, Section 1014 or 1015 hereof shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be destroyed and certification of their
destruction delivered to the Company unless by a Company Order the Company shall
direct that the canceled Securities be returned to it. The Trustee shall
provide the Company with a list of all Securities that have canceled from time
to time as requested by the Company

SECTION 310. COMPUTATION OF INTEREST.

Interest on the Securities shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.

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<PAGE>
ARTICLE FOUR

Satisfaction and Discharge

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Article Three,
Section 306 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by
the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Article Ten, Section 1003 hereof) have been
delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee
for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity
within one year, or

(iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the
expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;

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<PAGE>

(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company including, without limitation, any and all fees
and expenses of the Trustee which have accrued or which in the estimate of
the Trustee will accrue hereunder; and

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with and that such deposit does not violate
(x) the provisions of Article Twelve hereof or (y) any provisions of
Designated Senior Debt which require the consent or permission of
Designated Senior Holders for the Company to make such deposit.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Article Six, Section 607 hereof,
the obligations of the Trustee to any Authenticating Agent under Article Six,
Section 614 hereof and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Article Four, Section 402 hereof and the last paragraph of Article
Ten, Section 1003 hereof shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Article Ten,
Section 1003 hereof, all money deposited with the Trustee pursuant to Article
Four, Section 401 hereof (other than money specifically intended to pay the fees
and expenses of the Trustee) shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee.

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<PAGE>
ARTICLE FIVE

Remedies

SECTION 501. EVENTS OF DEFAULT.

"Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Twelve or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any ad-
ministrative or governmental body):

(1) default in the payment of any interest upon any Security when it
becomes due and payable, and continuance of such default for a period of 30
days; or

(2) default in the payment of the principal of (or premium, if any,
on) any Security when due and payable; or

(3) default, on the applicable Purchase Date, in the purchase of
Securities required to be purchased by the Company pursuant to an Offer to
Purchase as to which an Offer Document has been mailed to Holders pursuant to
Article Ten, Section 1014 or 1015 hereof; or

(4) default in the performance, or breach, of Article Eight, Section
801 hereof; or

(5) default in the performance, or breach, of any covenant (other
than the covenants referred to in (1), (2), (3) or (4) of this Section) or
warranty of the Company in this Indenture, and continuance of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

(6) a default or defaults under any bond(s), debenture(s), note(s) or
other evidence(s) of, or obligation(s) constituting, Debt by the Company or any
Restricted Subsidiary or under any mortgage(s), indenture(s), instrument(s) or
agreement(s) under which there may be issued or existing or by which there may
be secured or evidenced any Debt by the Company or any such Subsidiary with a
principal or similar amount then outstanding, individually or in the aggregate,
in excess of $10 million, whether such Debt now exists or shall hereafter be
created, if the principal of such Debt has been declared due and payable or if
such default or defaults constitute a failure to pay the principal of such Debt
at its stated maturity,

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<PAGE>

provided that such declaration or failure to pay is not cured or waived within
10 days after such declaration or failure to pay; or

(7) the rendering of a final judgment or judgments (not subject to
appeal) for the payment of money against the Company or any Restricted Sub-
sidiary not fully insured against in an aggregate amount in excess of $10
million by a court or courts of competent jurisdiction, which judgment or judg-
ments remain undischarged or unbonded for a period of 60 days after the right to
appeal all such judgments has expired or otherwise terminated; or

(8) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or any Restricted
Subsidiary in an involuntary case or proceeding under any applicable Federal or
state bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company or any such Restricted Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any such Restricted Subsidiary under any applicable Federal or state
law, or appointing a custodian, receiver, liquidator, assignee, trustee, se-
questrator or other similar official of the Company or any such Restricted
Subsidiary or of any substantial part of the property of the Company or any such
Restricted Subsidiary, or ordering the winding
up or liquidation of the affairs of the Company or any such Restricted
Subsidiary, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60 consecutive
days; or

(9) the commencement by the Company or any Restricted Subsidiary of a
voluntary case or proceeding under any applicable Federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by the
Company or any such Restricted Subsidiary to the entry of a decree or order for
relief in respect of the Company or any Restricted Subsidiary in an involuntary
case or proceeding under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company or any Restricted Subsidiary,
or the filing by the Company or any such Restricted Subsidiary of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or state law, or the consent by the Company or any such Restricted Subsidiary to
the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or any Restricted Subsidiary or of any substantial part
of the property of the Company or any Restricted Subsidiary, or the making by
the Company or any Restricted Subsidiary of an assignment for the benefit of
creditors, or the admission by the Company or any such Restricted Subsidiary in
writing of its inability to pay its debts

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<PAGE>

generally as they become due, or the taking of corporate action by the Company
or any such Restricted Subsidiary in furtherance of any such action.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default (other than an Event of Default specified in
Article Five, Section 501(8) or (9) hereof) occurs and is continuing, then and
in every such case the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities may declare the principal of all
the Securities to be due and payable by a notice in writing to the Company
(and to the Trustee, if given by such Holders), provided that the Trustee or
such Holders shall have provided at least three business days' prior written
notice of such declaration to the Designated Senior Holder under the Designated
Senior Debt, and upon any such declaration such principal and any accrued
interest shall become immediately due and payable. If an Event of Default
specified in Article Five, Section 501(8) or (9) hereof occurs, the principal of
and any accrued interest on the Securities then Outstanding shall IPSO FACTO
become immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.

At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in aggregate principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(A) all overdue interest on all Securities,

(B) the principal of (and premium, if any, on) any Securities
which have become due otherwise than by such declaration of
acceleration (including any Securities required to have been purchased
on the Purchase Date pursuant to an Offer to Purchase made by the Com-
pany) and, to the extent that payment of such interest is lawful,
interest thereon at the rate borne by the Securities,

(C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate borne by the Securities,
and

(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;

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and

(2) all Events of Default, other than the nonpayment of the principal
of Securities which have become due solely by such declaration of ac-
celeration, have been cured or waived as provided in Article Five, Section
513 hereof.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

The Company covenants that if

(1) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days, or

(2) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof or, with respect to any
Security required to have been purchased pursuant to an Offer to Purchase
which has been made by the Company, at the Purchase Date thereof,

the Company will, subject to the provisions of Article Twelve, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Securities, the
whole amount then due and payable on such Securities for principal (and premium,
if any) and interest, and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and
on any overdue interest, at the rate borne by the Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and, subject to the
provisions of Article Twelve hereof, collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon the Securities, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to

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protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, subject
to Article Twelve, the Trustee shall be authorized to collect and receive any
moneys or securities or other property payable or deliverable upon the
conversion or exchange of the Securities or upon any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Article Six, Section
607 hereof, which shall be deemed administrative expenses.

No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

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SECTION 506. APPLICATION OF MONEY COLLECTED.

Subject to Article Twelve, any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, upon presentation of the Se-
curities and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Article
Six, Section 607 hereof;

SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest on the Securities in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal (and premium, if
any) and interest, respectively; and

THIRD: The balance, if any, to the Person or Persons entitled thereto,
including the Company, provided that all sums due and owing to the Holders
and the Trustee have been paid in full as required by this Indenture.

SECTION 507. LIMITATION ON SUITS.

No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee in
the manner required hereunder of a continuing Event of Default;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name
as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and

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(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

Notwithstanding any other provision in this Indenture (other than the
provisions of Articles Six and Twelve), the Holder of any Security shall have
the right on the terms stated herein, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Article Three, Section 307 hereof) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date or, in the case of any purchase required to be made pursuant
to an Offer to Purchase, on the Purchase Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Article Three, Section 306 hereof, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment

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of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512. CONTROL BY HOLDERS.

The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, provided that

(1) such direction shall not be in conflict with any rule of law or
with this Indenture, and

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

SECTION 513. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or
interest on any Security (including any Security which is required to have
been purchased pursuant to an Offer to Purchase which has been made by the
Company), or

(2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

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SECTION 514. UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company, the Trustee or any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities or in any suit instituted by any
Holder for the enforcement of principal of (and premium, if any) or interest on
any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date or, in
the case of any purchase required to be made pursuant to an Offer to Purchase,
on or after the Purchase Date).

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

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ARTICLE SIX

The Trustee

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act and this Indenture. Notwithstanding the foregoing,
subject to the provisions of the Trust Indenture Act, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602. NOTICE OF DEFAULTS.

The Trustee shall give the Holders notice of any Default hereunder of
which it shall be deemed to have notice as provided in this Section as and to
the extent provided by the Trust Indenture Act; provided, however, that in the
case of any Event of Default of the character specified in Article Five, Section
501(5) hereof, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof; provided further, that no such notice shall be
given to Holders if such default shall have been cured or waived. The Trustee
shall not be required to accept any notice or be deemed to have notice of any
Default by the Company hereunder except for an Event of Default described in
subsections (1), (2) or (3) of Article Five, Section 501 hereof to the extent
the Trustee is then serving as Paying Agent, unless a Responsible Officer shall
be specifically notified in writing of such Default.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Article Six, Section 601 hereof and the
Trust Indenture Act:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented
by the proper party or parties;

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(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

(c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Opinion of Counsel or an Officers'
Certificate;

(d) the Trustee may consult with counsel, accountants or other
professionals in connection with the administration of this Indenture or
the exercise of any of its rights hereunder and the written advice of such
counsel, accountants or other professionals or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;

(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instru-
ment, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by
it hereunder;

(h) the Trustee shall have no responsibility for making any
calculations under this Indenture including, without limitation, the amount
of any additional interest owing on the Securities hereunder; and the
Company shall deliver to the Trustee an Officers' Certificate specifying
the amount of

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any additional interest due hereunder on or before the 15th day prior to
the date such interest is required to be paid;

(i) with respect to any action taken, suffered or omitted by the
Trustee hereunder, the Trustee may require showings, certificates, state-
ments, opinions or other information or authorizations, including, without
limitation, an Officers' Certificate or an Opinion of Counsel, in addition
to those which may be required by the terms of this Indenture, as a
condition to the taking, suffering or omitting of any action by the Trustee
hereunder as are deemed reasonably necessary or desirable by the Trustee;
and the Trustee shall not be liable for taking, suffering or omitting to
take any action hereunder in good faith and in reliance on such showings,
certificates, statements, opinions or other information or authorization;
and

(j) the Trustee shall not be required to give any bond or surety in
respect of the performance or exercise of its powers, rights and duties
hereunder.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained herein and any statement in the Securities or
any other document used in connection with the issuance or sale of the
Securities, except the Trustee's certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility and Qualification on Form
T-1 supplied to the Company are true and accurate subject to the qualifications
set forth therein. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture and it shall not be responsible for the use or application of any
money received by any Paying Agent, other than the Trustee.

SECTION 605. MAY HOLD SECURITIES.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to the
provisions of the Trust Indenture Act, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

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SECTION 606. MONEY HELD IN TRUST.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise specifically agreed in writing with the Company.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

(1) to pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee
of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and

(3) to indemnify and defend the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder or its taking, suf-
fering or omitting to take any action pursuant hereto or in connection
herewith.

The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity hereunder; provided, however, that any delay or failure in
giving such notice shall not affect the Trustee's indemnification rights as set
forth herein except to the extent such failure shall have materially prejudiced
the Company in defending any such claim, suit or action. The Company shall
defend any claim covered pursuant to this Section and the Trustee, at the
expense of the Company shall cooperate with the reasonable requests of the
Company in connection with the defense thereof. The Trustee may, at its option,
retain separate counsel in connection with any claim covered by this Section and
the Company shall pay all reasonable fees and expenses of such counsel. The
Company need not pay for any settlements made without its consent.

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SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent, subject to the exceptions and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and,
to the extent there is such an institution eligible and willing to serve, has a
combined capital and surplus of at least $25 million and either has a Corporate
Trust Office in the Borough of Manhattan, The City of New York or appoints an
agent in the Borough of Manhattan, The City of New York reasonably acceptable to
the Company to conduct any activities which the Trustee is required under the
Indenture to conduct in the Borough of Manhattan, The City of New York. The
Trustee may not rescind any such agency without the consent of the Company,
which consent shall not be unreasonably withheld, unless the Trustee appoints a
satisfactory replacement or has a Corporate Trust Office in the Borough of
Manhattan, The City of New York. If such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Article Six, Section
611 hereof.

(b) The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

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(d) If at any time:

(1) the Trustee shall fail to comply with Article Six, Section 608
hereof after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Article Six, Section
609 hereof and shall fail to resign after written request therefor by the
Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Article Five, Section 514 hereof, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with Article Six, Section 611, become the successor Trustee and supersede the
successor Trustee appointed by the Company. If no successor Trustee shall have
been so appointed by the Company or the Holders and so accepted appointment, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.

(f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Article One, Section 106 hereof. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office and, to the extent applicable, its agency in the Borough of
Manhattan, The City of New York.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee and the Securities
Registrar and Paying Agent to the extent the Trustee is then serving in such
capacities hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

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The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption or partial purchase or pursuant to Article Three, Section 306 hereof,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any state thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $25 million and subject
to supervision or examination by Federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its

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predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Article Six, Section 607.

If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

This is one of the Securities described in the within-mentioned
Indenture.

MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
As Trustee

By___________________________________________
As Authenticating Agent

By___________________________________________
Authorized Signer

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ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually, and not more than 15 days after each Regular
Record Date, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders as of such Regular Record Date, and

(b) at such other times as the Trustee may request in writing,
within 15 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

provided, however, that so long as the Trustee shall be the sole Security
Registrar, no such list need be furnished.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Article Seven, Section 701 hereof
and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Article Seven, Section 701 hereof upon receipt of a new list so
furnished.

(b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

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SECTION 703. REPORTS BY TRUSTEE.

(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

(b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed to the extent the Trustee has received written
notice of such listing, with the Commission and with the Company. The Company
will notify the Trustee when the Securities are listed on any stock exchange.

SECTION 704. REPORTS BY COMPANY.

The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

ARTICLE EIGHT

Merger, Consolidation, Etc.

SECTION 801. MERGERS, CONSOLIDATIONS AND CERTAIN SALES AND PURCHASES OF ASSETS.

The Company (a) shall not consolidate with or merge into any other
Person; (b) shall not permit any other Person to consolidate with or merge into
(i) the Company or (ii) any Restricted Subsidiary in a transaction in which such
Restricted Subsidiary remains a Restricted Subsidiary; (c) shall not, directly
or indirectly, transfer, convey, sell, lease or otherwise dispose of all or
substantially all of its properties and assets as an entirety; and (d) shall
not, and shall not permit any Restricted Subsidiary to, (i) directly or
indirectly, acquire Capital Stock of or other ownership interests in any other
Person such that such other Person becomes a Subsidiary of the Company or (ii)
directly or indirectly, purchase, lease or otherwise acquire all or
substantially all of the properties and assets of any Person as an entirety or
any existing business (whether existing as a separate entity, subsidiary, divi-
sion, unit or otherwise) of any Person, unless, in any such transaction:

(1) immediately before and after giving effect to such transaction
and treating any Debt Incurred by the Company or a Subsidiary of the
Company

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as a result of such transaction as having been Incurred by the Company or
such Subsidiary at the time of such transaction, no Default or Event of
Default shall have occurred and be continuing;

(2) in the case the Company shall consolidate with or merge into
another Person or shall directly or indirectly transfer, convey, sell,
lease or otherwise dispose of all or substantially all of its properties
and assets as an entirety, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by transfer,
conveyance, sale, lease or other disposition all or substantially all of
the properties and assets of the Company as an entirety (for purposes of
this Article Eight, a "Successor Company"), shall be a corporation,
partnership, limited liability company or trust, shall be organized and
validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume by an
indenture supplemental hereto executed and delivered to the Trustee, in
form and substance satisfactory to the Trustee, the due and punctual
payment of the principal of (and premium, if any) and interest on all the
Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;

(3) immediately after giving effect to such transaction, the
Consolidated Net Worth of the Company or, if applicable, the Successor
Company shall be equal to or greater than the Consolidated Net Worth of the
Company immediately prior to such transaction;

(4) immediately after giving effect to such transaction, the
Consolidated Cash Flow Ratio of the Company or, if applicable, the
Successor Company for the four full fiscal quarters immediately preceding
consummation of such transaction, determined on a pro forma basis as if
such transaction had taken place at the beginning of such four full fiscal
quarters, shall be at least 2.0 to 1;

(5) if, as a result of any such transaction, property or assets of
the Company or any Restricted Subsidiary of the Company would become
subject to a Lien which would not be permitted by Article Ten, Section 1012
hereof, the Company or, if applicable, the Successor Company, as the case
may be, shall take such steps as shall be necessary effectively to secure
the Securities equally and ratably with (or prior to, as provided in
Article Ten, Section 1012 hereof) Debt secured by such Lien; and

(6) the Company shall deliver to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer, lease, other disposition, acquisition or purchase,
and, if a supplemental indenture is required in connection with such
transaction, such

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supplemental indenture, complies with this Section 801 and that all
conditions precedent herein provided for relating to such transaction have
been complied with, and, with respect to such Officers' Certificate,
setting forth the manner of determination of the Consolidated Net Worth and
the Consolidated Cash Flow Ratio of the Company or, if applicable, of the
Successor Company as required pursuant to the foregoing.

Opinions of Counsel required to be delivered under this Section may
have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact.

SECTION 802. SUCCESSOR SUBSTITUTED.

Upon any consolidation of the Company with, or merger of the Company
into, any other Person, or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety, in each case in accordance with Article Eight, Section
801 hereof, the Successor Company shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such Successor Company had been named as the Company herein,
and thereafter, the predecessor Person shall be released from all obligations
and covenants under this Indenture and the Securities; provided, however, that
in the case of a transfer by lease, the predecessor Person shall not be released
from the payment of principal of (and premium, if any) and interest on the
Securities.

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ARTICLE NINE

Supplemental Indentures

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein
and in the Securities; or

(2) to add to the covenants of the Company for the benefit of the
Holders, or to surrender any right or power herein conferred upon the
Company; or

(3) to secure the Securities pursuant to the requirements of Article
Ten, Section 1012 hereof or otherwise; or

(4) to comply with any requirements of the Commission in order to
effect and maintain the qualification of this Indenture under the Trust
Indenture Act; or

(5) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising
under this Indenture which shall not be inconsistent with the provisions of
this Indenture; provided that such action pursuant to this clause (5) shall
not adversely affect the interests of the Holders in any material respect.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

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(1) change the Stated Maturity of the principal of, or any
installment of interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or change the place of payment where, or the coin or
currency in which, any Security or any premium or interest thereon is
payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date or, in the case of any Security
required to be purchased pursuant to an Offer to Purchase which has been
made, on or after the applicable Purchase Date), or

(2) reduce the percentage of principal amount of the Outstanding
Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture,
or

(3) modify any of the provisions of this Section, Article Five,
Section 513 or Article Ten, Section 1019 hereof, except to increase any
such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby, or

(4) modify any of the provisions of this Indenture relating to the
subordination of the Securities in a manner adverse to the Holders, or

(5) following the mailing of an Offer Document with respect to an
Offer to Purchase pursuant to Article Ten, Sections 1014 and 1015 hereof,
modify the provisions of this Indenture with respect to such Offer to
Purchase in a manner adverse to such Holder.

Subject to the provisions of Article Nine, Section 903 hereof, upon
the written request of the Company, accompanied by a copy of a Board Resolution
authorizing the execution of any such supplemental indenture, and upon filing
with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee
shall join with the Company in the execution of such supplemental indenture.

It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

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SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to the provisions of the Trust Indenture Act), shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties, privileges,
protections or immunities under this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

SECTION 907. NO ADVERSE EFFECT ON SUBORDINATION.

No supplemental indenture shall directly or indirectly adversely
affect the rights under Article Twelve, or any definitions or provisions related
thereto, of any holder of Senior Debt unless the requisite holders of each issue
of Senior Debt (as required by the terms of such Senior Debt) affected thereby
shall have consented to such supplemental indenture.

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ARTICLE TEN

Covenants

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company shall duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Company shall maintain in the Borough of Manhattan, The City of
New York, an office or agency where Securities may be presented or surrendered
for payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The office of the Trustee or the
agent of the Trustee selected in accordance with Article Six, Section 609 hereof
shall be such office or agency of the Company, unless the Company shall
designate and maintain some other office or agency for one or more of such
purposes. The Company shall give prompt written notice to the Trustee of any
change in the location of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee or the office of the agent of the Trustee described above, and the
Company hereby appoints the Trustee or the Trustee's agent as its agent to
receive all such presentations, surrenders, notices and demands.

SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent, it
shall, on or before each due date of the principal of (and premium, if any) or
interest in any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and shall promptly
notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents, it shall,
on or before each due date of the principal of (and premium, if any) or interest
on any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
as provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company shall promptly notify the Trustee of its action or failure
so to act.

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If the Company is not acting as Paying Agent, the Company shall cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent shall (i) comply with
the provisions of the Trust Indenture Act applicable to it as Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities) in the making of any payment in respect of the Securities,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent as such.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with re-
spect to such trust money, and aIl liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English lan-
guage, customarily published on each Business Day and of general circulation in
the Borough of Manhattan, The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining shall be repaid to the Company.

SECTION 1004. EXISTENCE.

Subject to Article Eight and Article Ten, Section 1014 hereof, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its existence, rights (charter and statutory) and
franchises and those of any Restricted Subsidiary; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors in good faith shall determine that the preservation thereof
is no longer desirable in the

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conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.

SECTION 1005. MAINTENANCE OF PROPERTIES.

The Company shall cause all properties used or useful in the conduct
of its business or the business of any Restricted Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from (or require the Company
to cause any Restricted Subsidiary to avoid) discontinuing the operation or
maintenance or disposing of any of such properties if such discontinuance or
disposition is, in the judgment of the Board of Directors or the board of
directors of the Restricted Subsidiary concerned, or if any officer (or other
agent employed by the Company or any Restricted Subsidiary) having been
delegated corporate authority for any such property, in each case, in good
faith, desirable in the conduct of its business or the business of any
Subsidiary.

SECTION 1006. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any of its Restricted
Subsidiaries or upon the income, profits or property of the Company or any of
its Restricted Subsidiaries, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a Lien upon the property of the
Company or any of its Restricted Subsidiaries, in either case, the failure to
pay or discharge of which could have a material adverse effect on the business
affairs, financial position, stockholders' equity or results of operations of
the Company and its Subsidiaries, considered on a consolidated basis; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 1007. MAINTENANCE OF INSURANCE.

The Company shall, and shall cause its Restricted Subsidiaries to,
keep at all times all of their properties which are of an insurable nature
insured (including appropriate self-insurance) against loss or damage with
insurers believed by the Company to be responsible to the extent that property
of similar character is usually so insured by corporations similarly situated
and owning like properties in accordance with good business practice unless such
failure to provide or cause to be

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provided such insurance would not have a material adverse effect on the business
affairs, financial position, stockholders' equity or results of operations of
the Company and its Subsidiaries, considered on a consolidated basis.

SECTION 1008. LIMITATION ON CONSOLIDATED DEBT.

The Company shall not, and shall not permit any Restricted Subsidiary
to, Incur any Debt unless, immediately after giving effect to the Incurrence of
such Debt and the receipt and application of the proceeds thereof, the Company's
Consolidated Cash Flow Ratio for the four full fiscal quarters of the Company
next preceding the Incurrence of such Debt, calculated on a pro forma basis as
if such Debt had been incurred and the proceeds thereof had been received and so
applied at the beginning of such four full fiscal quarters, would be at least
2.0 to 1.

The foregoing paragraph shall not prohibit the Company or any
Restricted Subsidiary of the Company from Incurring the following Debt:

(i) Debt under Credit Facilities in an aggregate amount not to exceed
the greater of (A) $125 million or (B) the Borrowing Base;

(ii) all Debt (other than Debt described in the foregoing clause
(i)) outstanding on the date of this Indenture;

(iii) Debt owed by the Company to any Wholly Owned Restricted
Subsidiary or Debt owed by a Restricted Subsidiary to the Company or to a
Wholly Owned Restricted Subsidiary;

(iv) Debt evidenced by the Securities;

(v) Debt consisting of payment obligations under an interest rate
swap or similar arrangement or under a foreign currency hedge, exchange or
similar arrangement which is incurred solely to act as a hedge against
increases in interest rates or changes in currency exchange rates that may
occur under the terms of other outstanding variable or floating rate Debt
of the Company or any Restricted Subsidiary;

(vi) Capital Lease Obligations, mortgage financings and purchase
money obligations Incurred subsequent to the date of this Indenture in an
aggregate principal amount not to exceed 15% of Consolidated Net Tangible
Assets (measured at the time each such obligation or financing is
Incurred);

(vii) Debt under Guarantees of Debt incurred in the ordinary cause
of business with suppliers, licensees, franchisees or customers;

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(viii) renewals, extensions, refinancings, refundings,
substitutions or replacements of any Debt permitted under clauses (i)
through (iv) and (vi) above, in any case in an amount that does not exceed
that of the Debt (including, in the case of the Bank Agreement, all amounts
not then outstanding but which may pursuant to the terms thereof and clause
(i) above thereafter be borrowed thereunder) so renewed, extended,
refinanced, refunded, substituted or replaced, plus the amount of any
premium required to be paid in connection with such refinancing or
refunding pursuant to the terms of the Debt to be refinanced or refunded or
the amount of any premium reasonably determined by the Company as necessary
to accomplish such refinancing or refunding, plus the expenses of the
Company incurred in connection with such refinancing or refunding, provided
that (A) in the case of any refinancing or refunding of Debt of the Company
that is PARI PASSU to the Securities, such refinancing or refunding Debt is
made PARI PASSU or subordinated to the Securities and, in the case of any
refinancing or refunding of Debt of the Company that is subordinated to the
Securities, such refinancing or refunding Debt is made subordinate to the
Securities to substantially the same extent as such refunded or refinanced
Debt was subordinated to the Securities, and (B) in either case, such
refinancing or refunding Debt (x) does not provide for payments of
principal of such Debt (collectively, "Mandatory Payments") prior to the
stated maturity of the Debt being refinanced or refunded (unless the Debt
being refinanced or refunded by its terms requires, without being subject
to any contingency, that payments of the principal thereof be made on one
or more specified dates prior to the stated maturity thereof ("Scheduled
Payments") and, on every date on which a Mandatory Payment would be due,
the total amount of all Mandatory Payments that would be due on or before
such date would not exceed the total amount of all Scheduled Payments that
(absent such refinancing or refunding) would be due on or before such date)
and (y) does not permit redemption or other retirement of such Debt at the
option of the holder thereof prior to the stated maturity of the Debt being
refinanced or refunded, other than a redemption or other retirement at the
option of the holder of such Debt that is conditioned upon a change of
control of the Company pursuant to provisions substantially the same as
those contained in this Indenture; and

(ix) Debt not otherwise permitted to be Incurred pursuant to clauses
(i) through (viii) above, which, together with any other outstanding Debt
Incurred pursuant to this clause (ix), has an aggregate principal amount
outstanding at any given time not in excess of $25 million.

Any Debt Incurred by a Person that becomes a Restricted Subsidiary at any time
thereafter shall be deemed to have been Incurred by a Restricted Subsidiary at
such time.

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SECTION 1009. LIMITATION ON LAYERED AND JUNIOR DEBT.

So long as any of the Securities are Outstanding, the Company shall
not Incur or suffer to exist any Debt (other than (i) the Securities, and (ii)
any Pari Passu Debt) that is by its terms subordinate in right of payment to any
other Debt of the Company unless (x) such Debt is also subordinate by its terms
in right of payment to the Securities, (y) such subordinated Debt does not
provide for payments of principal of such Debt prior to the Stated Maturity of
the principal of the Securities and (z) such subordinated Debt does not permit
redemption or other retirement thereof at the option of the holder thereof prior
to the Stated Maturity of the principal of the Securities, other than a
redemption or other retirement at the option of the holder of such subordinated
Debt which is conditioned upon the change of control of the Company pursuant to
provisions substantially the same as those contained in Article Ten, Section
1015 hereof.

SECTION 1010. LIMITATION ON RESTRICTED PAYMENTS.

The Company (i) shall not, directly or indirectly, declare or pay any
dividend, or make any distribution, of any kind or character (whether in cash,
property or securities) in respect of its Capital Stock to the holders thereof
(excluding any dividends or distributions payable solely in shares of its
Capital Stock (other than Redeemable Interests) or in options, warrants or other
rights to acquire its Capital Stock (other than Redeemable Interests), (ii)
shall not, and shall not permit any Restricted Subsidiary to, purchase, redeem
or otherwise acquire or retire for value (a) any Capital Stock of the Company or
any Capital Stock of or other ownership interests in any Related Person of the
Company (other than any Wholly Owned Restricted Subsidiary, provided that such
purchase, redemption, acquisition or retirement is by the Company or a Wholly
Owned Restricted Subsidiary) or (b) any options, warrants or rights to purchase
or acquire shares of Capital Stock of the Company or any Capital Stock of or
other ownership interests in any Related Person of the Company (other than any
Wholly Owned Restricted Subsidiary, provided that such purchase, redemption,
acquisition or retirement is by the Company or a Wholly Owned Restricted
Subsidiary), (iii) shall not make, or permit any Restricted Subsidiary to make,
any Investment in any Person which is an Affiliate or a Related Person of the
Company prior to the making of such Investment (other than Investments in the
Company or a Restricted Subsidiary that was a Subsidiary of the Company prior to
such Investment, provided that if, at any time thereafter, such Subsidiary
becomes an Unrestricted Subsidiary, such Investment will be deemed to have been
made in an Unrestricted Subsidiary at such time), and (iv) shall not, and shall
not permit any Restricted Subsidiary of the Company to, redeem, defease,
repurchase, retire or otherwise acquire or retire for value prior to any
scheduled maturity, repayment or sinking fund payment, Debt of the Company
(other than the Securities) that is subordinate in right of payment to the
Securities (each of the transactions described in clauses (i) through (iv) being
a "Restricted Payment"), if: (1)

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immediately before or immediately after giving effect to such transaction on a
pro forma basis, the Company could not Incur $1.00 of additional Debt under the
provisions set forth in the first paragraph of Article Ten, Section 1008 hereof;
(2) a Default or Event of Default shall have occurred and be continuing; or (3)
upon giving effect to such Restricted Payment, the aggregate of all Restricted
Payments from the date of this Indenture (the amount so expended, if other than
in cash, determined in good faith by the Board of Directors and evidenced by a
Board Resolution) exceeds the sum of: (a) 50% of the aggregate Consolidated Net
Income of the Company for the period taken as one accounting period (or, if the
Consolidated Net Income of the Company shall have been a net loss during such
period, minus 100% of such loss), commencing with the first full fiscal quarter
beginning after the date of this Indenture to and including the full fiscal
quarter ended immediately prior to the date of such proposed payment, and (b)
100% of the aggregate net proceeds, including the fair value of property other
than cash (determined in good faith by the Board of Directors), from the
issuance of Capital Stock (other than Redeemable Interests) of the Company (and,
in the event the Company or any Restricted Subsidiary merges or consolidates
with another Person in a transaction in which the Common Stock of such Person
outstanding prior to the transaction is canceled in exchange for Capital Stock
of the Company or a Restricted Subsidiary, the Consolidated Net Worth of such
other Person) and options, warrants or other rights on Capital Stock of the
Company and the principal amount of Debt of the Company that has been converted
into Capital Stock (other than Redeemable Interests) of the Company after the
date of this Indenture.

The foregoing provisions shall not be violated by reason of (i) the
payment of any dividend within 60 days after declaration thereof if at the
declaration date such payment would have complied with the foregoing covenant;
(ii) any refinancing or refunding of Debt permitted pursuant to Article Ten,
Section 1008 hereof; or (iii) any Scheduled Payments pursuant to the terms of
the Subordinated Notes.

SECTION 1011. LIMITATIONS CONCERNING DISTRIBUTIONS BY SUBSIDIARIES, ETC.

The Company shall not, and shall not permit any Restricted Subsidiary
to, allow or suffer to exist any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary (i) to pay, directly or indirectly,
dividends or make any other distributions in respect of its Capital Stock or
other ownership interests or pay any Debt or other obligation owed to the
Company or any other Restricted Subsidiary; (ii) to make loans or advances to
the Company or any Restricted Subsidiary; or (iii) to transfer any of its
property or assets to the Company, except, in any such case, any encumbrance or
restriction: (a) pursuant to any agreement in effect on the date of this In-
denture, or (b) pursuant to an agreement which has been entered into for the
pending sale or disposition of all or substantially all of the Capital Stock or
assets of such Subsidiary, provided that such restriction terminates upon
consummation of such disposition, or (c) pursuant to an agreement relating to

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any Debt Incurred by such Subsidiary prior to the date on which such Subsidiary
became a Subsidiary of the Company and outstanding on such date and not Incurred
in anticipation of becoming a Subsidiary, or (d) pursuant to an agreement
effecting a renewal, extension, refinancing or refunding of Debt Incurred
pursuant to an agreement referred to in clause (a), (b) or (c) above (or to any
agreement or successive agreement extending, renewing, refunding or refinancing
any such agreement); provided, however, that the provisions relating to such
encumbrance or restriction contained in such renewal, extension, refinancing or
refunding are no more restrictive in any respect than the provisions contained
in the agreement it replaces, as determined in good faith by the Board of
Directors and evidenced by a Board Resolution.

The Company shall not permit any Restricted Subsidiary to (i) declare
or pay any dividend, or make any distribution, of any kind or character (whether
in cash, property or securities) in respect of the Capital Stock of or other
ownership interests in such Subsidiary or to the holders of such Subsidiary's
Capital Stock or other ownership interests (excluding any dividends or
distributions payable solely in shares of Capital Stock of or other ownership
interests in such Subsidiary (other than Redeemable Interests) or in options,
warrants or other rights to acquire Capital Stock of or other ownership
interests in such Subsidiary (other than Redeemable Interests) or (ii) purchase,
redeem or otherwise acquire or retire for value any Capital Stock of or other
ownership interests in any Subsidiary of the Company or any options, warrants or
rights to acquire such (excluding any payments of cash in lieu of issuing
fractional shares in connection with any share dividend or distribution
permitted under clause (i) above); provided, however, that this limitation shall
not prevent the payment by any Subsidiary of dividends or other distributions to
the Company or a Wholly Owned Restricted Subsidiary or the redemption or
repurchase by any Subsidiary of any of its Capital Stock or other ownership
interests owed by the Company or a Wholly Owned Restricted Subsidiary. This
restriction shall not prevent any Restricted Subsidiary from repurchasing or
redeeming a minority interest at fair market value as determined by the Board of
Directors in an amount up to the amount of Restricted Payments that the Company
would be permitted to make pursuant to Article Ten, Section 1010 hereof;
provided, however, that any amount so paid must be used in determining the
aggregate amount of all Restricted Payments made pursuant to Article Ten,
Section 1010 hereof.

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SECTION 1012. LIMITATION ON LIENS.

The Company shall not, and shall not permit any Restricted Subsidiary
to, incur any Lien on property or assets of the Company, or such Subsidiary, to
secure Debt without making, or causing such Subsidiary to make, effective
provision for securing the Securities (and, if the Company may so determine, any
other Debt of the Company or of such Subsidiary that is not subordinate to the
Securities) equally and ratably with (or prior to) such Debt as to such property
for so long as such Debt will be so secured or in the event such Debt is not
Senior Debt or PARI PASSU with the Securities, prior to such Debt as to such
property for so long as such Debt will be so secured.

The restrictions in the preceding paragraph shall not apply to Liens
existing at the date of the Indenture or to:

(i) Liens securing only Senior Debt;

(ii) Liens securing only the Securities;

(iii) Liens in favor of only the Company;

(iv) Liens securing Debt owing to the Company by a Subsidiary;

(v) Liens securing Debt owing by the Company to a Wholly Owned
Restricted Subsidiary;

(vi) Liens on property of a Person existing at the time such Person
is merged into or consolidated with the Company and not incurred in
anticipation of or in connection with such transaction;

(vii) Liens on property existing immediately prior to the
acquisition thereof and not incurred in anticipation of or in connection
with such transaction;

(viii) Liens to secure Debt Incurred for the purpose of financing
all or any part of the purchase price or the cost of construction or
improvement of the property subject to such Liens, provided that (a) the
principal amount of any Debt secured by such Lien does not exceed 100% of
such purchase price or cost, (b) such Lien does not extend to or cover any
other property other than such item of property and any improvements on
such item, (c) such Lien is incurred prior to or within 270 days after the
acquisition of such property or the completion of the relevant improvements
and (d) the Incurrence of such Debt is permitted pursuant to the covenants
described under Article Ten, Sections 1008 and 1009 hereof;

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(ix) Liens on property of the Company or any of its Subsidiaries
in favor of the United States of America or any state thereof, or any
instrumentality of either, to secure certain payments pursuant to any
contract or statute;

(x) Liens for taxes or assessments or other governmental charges
or levies which are being contested in good faith and for which adequate
reserves are being maintained, to the extent required by generally accepted
accounting principles;

(xi) title exceptions, easements and other similar Liens that are
not consensual and that do not in the good faith judgment of the Board of
Directors materially impair the use of the property subject thereto;

(xii) Liens to secure obligations under workmen's compensation
laws or similar legislation, including Liens with respect to judgments
which are not currently dischargeable;

(xiii) warehousemen's and materialmen's and other similar Liens for
sums being contested in good faith and with respect to which adequate
reserves are being maintained, to the extent required by generally accepted
accounting principles;

(xiv) Liens incurred to secure the performance of statutory
obligations, surety or appeal bonds, performance or return-of-money bonds
or other obligations of a like nature incurred in the ordinary course of
business;

(xv) Liens to secure trade payables entered into in the ordinary
course of business; and

(xvi) Liens to secure any extension, renewal, refinancing,
replacement or refunding (or successive extensions, renewals, refinancings,
replacements or refundings), in whole or in part, of any Debt secured by
Liens referred to in the foregoing clauses (i) to (xv) or any Debt secured
by Liens existing at the date of this Indenture so long as such Lien does
not extend to any other property and the Debt so secured is not increased.

Any Lien incurred by a Person that becomes a Restricted Subsidiary at any time
thereafter shall be deemed to have been incurred by a Restricted Subsidiary at
such time and shall thereupon be subject (if otherwise subject) to the
requirements of this Section.

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SECTION 1013. LIMITATION ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS.

The Company shall not, and shall not permit any Subsidiary of the
Company to, directly or indirectly, sell, lease, transfer or otherwise dispose
of any of its properties or assets to, or purchase any property or assets from,
or enter into any contract, agreement, understanding, loan, advance or guarantee
with or for the benefit of any Affiliate or Related Person of the Company (each
of the foregoing, an "Affiliate Transaction"), unless (a) such Affiliate
Transaction is on terms that are no less favorable to the Company than those
that could be obtained in a comparable arm's-length transaction with an entity
that is not an Affiliate or Related Person of the Company and (b) the Company
delivers to the Trustee (i) with respect to any Affiliate Transaction involving
aggregate payments in excess of $5 million, a Board Resolution set forth in an
Officers' Certificate certifying that such Affiliate Transaction complies with
clause (a) above and that such Affiliate Transaction has been approved by a
majority of the Board of Directors, and (ii) with respect to any Affiliate
Transaction involving aggregate payments in excess of $15 million, an opinion as
to the fairness of such Affiliate Transaction to the Company or such Subsidiary,
as the case may be, from a financial point of view, issued by an investment
banking firm of national standing; provided, however, that the foregoing
restriction shall not apply to (i) the payment of reasonable and customary fees
to directors of the Company or any of its Subsidiaries or (ii) the Company's and
any Subsidiary's employee compensation and other benefit arrangements approved
as fair and reasonable in the good faith judgment of the Board of Directors.

SECTION 1014. LIMITATION ON CERTAIN ASSET DISPOSITIONS.

(a) The Company shall not, and shall not permit any Restricted
Subsidiary to, make any Asset Disposition (other than an Asset Disposition
permitted under Article Eight, Section 801 hereof) in one or more transactions
in any fiscal year to the extent the proceeds of such Asset Disposition exceed
$10 million in any 12 month period, unless

(i) the Company (or such Subsidiary, as the case may be)
receives consideration at the time of such disposition at least equal to
the fair market value of the shares or the assets disposed of, as
determined in good faith by the Board of Directors;

(ii) at least 85% of the aggregate consideration received by the
Company (or such Subsidiary) consists of cash or readily marketable cash
equivalents or the assumption of Debt or other obligations and release from
all liability on such Debt or other obligations; and

(iii) 100% of the Net Available Proceeds from such disposition,
less Reinvested Amounts (as hereinafter defined), are applied by the
Company (or

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such Subsidiary, as the case may be) (A) first, within 360 days of such
disposition, to a permanent reduction of Senior Debt then outstanding under
any agreements or instruments which would require such application or which
would prohibit payments pursuant to clause (B) following; (B) second, to
the extent Net Available Proceeds are not required to be applied to Senior
Debt as specified in clause (A), to purchases of Outstanding Securities (to
the extent such an offer is not prohibited by the terms of any Senior Debt)
pursuant to an Offer to Purchase at a purchase price equal to 100% of their
principal amount plus accrued interest to the date of purchase (provided,
however, that installments of interest whose Stated Maturity is on or prior
to the Purchase Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates or Special Record Dates, as
the case may be, according to their terms and the provisions of Article
Three, Section 307 hereof); and (C) third, to the extent of any remaining
Net Available Proceeds following completion of the Offer to Purchase
referred to in clause (B) above, to the repayment, within 10 days after the
Purchase Date of such Offer to Purchase, of other Senior Debt and, to the
extent there is no such Senior Debt, Debt that is PARI PASSU with the
Securities and, to the extent there is no such Company Debt, other Debt of
the Company or a Restricted Subsidiary.

Notwithstanding the foregoing, the Company shall not be required to
repurchase or to redeem Debt pursuant to clause (iii) above if the Net Available
Proceeds, less any amounts ("Reinvested Amounts") invested within 360 days of
the disposition in assets that will be used in the business of the Company or
any Wholly Owned Restricted Subsidiary as such business is conducted prior to
such Asset Disposition, are less than $10 million (such lesser amount to be
carried forward on a cumulative basis for purposes of determining the
application of this paragraph). Notwithstanding the foregoing, if any
Restricted Subsidiary in which a Reinvested Amount is invested becomes an
Unrestricted Subsidiary thereafter, then such change in status will be deemed an
Asset Disposition with Net Available Proceeds of cash in an amount equal to such
Reinvested Amount, and such amount of cash will be applied pursuant to clause
(iii) above (subject to this paragraph).

(b) The Company shall mail the Offer Document for an Offer to
Purchase required pursuant to Section 1014(a) not more than 360 days after
consummation of the disposition giving rise to such requirement referred to in
Section 1014(a). The aggregate principal amount of the Securities to be offered
to be purchased pursuant to the Offer to Purchase shall equal the Net Available
Proceeds, less Reinvested Amounts, required to be made available therefor
pursuant to clause (iii) (B) (rounded down to the next lowest integral multiple
of $1,000). Each Holder shall be entitled to tender all or any portion of the
Securities owned by such Holder pursuant to the Offer to Purchase, subject to
the requirement that any portion of a Security tendered must be tendered in an
integral multiple of $1,000 principal

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amount. The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Securities pursuant to this Section.

The Company shall not be entitled to any credit against its
obligations under this Section hereof for the principal amount of any Securities
acquired by the Company otherwise than pursuant to the Offer to Purchase
pursuant to this Section.

(c) Not later than the date for the Offer Document with respect to an
Offer to Purchase pursuant to this Section, the Company shall deliver to the
Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the
allocation of the Net Available Proceeds from the Asset Disposition pursuant to
which such offer is being made, including, if amounts are invested in assets for
the business, the actual assets acquired and a statement that such assets shall
be used in the business as such business was conducted prior to such Asset
Disposition and (iii) the compliance of such allocation with the provisions of
Section 1014(a).

The Company shall perform its obligations specified in the Offer
Document for the Offer to Purchase. On or prior to the Purchase Date, the
Company shall (i) accept for payment (pro rata, if necessary, and in no case in
an aggregate principal amount exceeding the Purchase Amount) Securities or por-
tions thereof tendered pursuant to the Offer to Purchase, (ii) deposit with the
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Article Ten, Section 1003 hereof) money
sufficient to pay the purchase price of all Securities or portions thereof so
accepted and (iii) deliver or cause to be delivered to the Trustee all
Securities so accepted together with an Officers' Certificate stating the
Securities or portions thereof accepted for payment by the Company. The Paying
Agent (or the Company, if so acting) shall promptly mail or deliver to Holders
of Securities so accepted payment in an amount equal to the purchase price
specified in Section 1014(a)(iii)(B), and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Security equal in
principal amount to any unpurchased portion of the Security surrendered. Any
Security not accepted for payment shall be promptly mailed or delivered by the
Company to the Holder thereof. The Company shall publicly announce the results
of the Offer to Purchase on or as soon as practicable after the Purchase Date.

(d) Notwithstanding the foregoing, this Section shall not apply to
any Asset Disposition which constitutes a transfer, conveyance, sale, lease or
other disposition of all or substantially all of the Company's properties or
assets within the meaning of Article Eight, Section 801 hereof.

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SECTION 1015. CHANGE OF CONTROL.

(a) Upon the occurrence of a Change of Control (as defined below),
each Holder of a Security shall have the right to have such Security repurchased
by the Company on the terms and conditions precedent set forth in this Section
and this Indenture. Subject only to the limitations of Article Twelve, the
Company shall, within 30 days following the date of the consummation of a
transaction resulting in a Change of Control, mail an Offer Document with
respect to an Offer to Purchase all Outstanding Securities at a purchase price
equal to 101% of their aggregate principal amount plus accrued interest to the
Purchase Date (provided, however, that installments of interest whose Stated
Maturity is on or prior to the Purchase Date shall be payable to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Regular Record Dates or Special Record
Dates, as the case may be, according to their terms and the provisions of
Article Three, Section 307 hereof). Each Holder shall be entitled to tender all
or any portion of the Securities owned by such Holder pursuant to the offer to
Purchase, subject to the requirement that any portion of a Security tendered
must be tendered in an integral multiple of $1,000 principal amount. Such
obligation will not continue after a discharge of the Company or defeasance from
its obligations with respect to the Securities, and thereafter, the Company will
no longer be obligated to make an Offer to Purchase upon a Change in Control.
The Company shall comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of the
Securities pursuant to this Section.

(b) The Company shall perform its obligations specified in the Offer
Document for the Offer to Purchase. On or prior to the Purchase Date, the
Company shall (i) accept for payment Securities or portions thereof tendered
pursuant to the Offer to Purchase, (ii) deposit with the Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) money sufficient to pay the purchase price specified
in Section 1015(a) of all Securities or portions thereof so accepted and (iii)
deliver or cause to be delivered to the Trustee all Securities so accepted
together with an Officers' Certificate stating the Securities or portions
thereof accepted for payment by the Company. The Paying Agent shall promptly
mail or deliver to Holders of Securities so accepted payment in an amount equal
to the purchase price, and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Security or Securities equal in principal amount
to any unpurchased portion of the Security surrendered as requested by the
Holder. Any Security not accepted for payment shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce by press release the results of the Offer to Purchase on or as soon as
practicable after the Purchase Date.

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(c) A "Change of Control" will be deemed to have occurred in the
event that, after the date of the Indenture, (i) any Person, or any Persons
acting together that would constitute a "group" (a "Group") for purposes of
Section 13(d) of the Exchange Act, shall have beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, of fifty
percent (50%) or more of the total voting power of all classes of Voting Stock
of the Company (a "Controlling Person"); or (ii) any Person or Group, together
with any Affiliates or Related Persons thereof, succeeds in having a sufficient
number of its nominees elected to the Board of Directors of the Company such
that such nominees, when added to any existing directors remaining on the Board
of Directors of the Company after such election who are an Affiliate or Related
Person of such Person or Group, will constitute a majority of the Board of
Directors of the Company.

(d) Prior to the time required for the mailing of an Offer Document
with respect to an Offer to Purchase pursuant to paragraph (a), the Company
shall in good faith seek to obtain any required consent of the holders of Senior
Debt so as to permit the making of the Offer to Purchase and the purchase of
Securities pursuant to this Section. Following compliance by the Company with
the requirements of the foregoing sentence, the Company shall, within the time
required for the mailing of an Offer Document with respect to an Offer to
Purchase pursuant to paragraph (a), mail such Offer. Failure to comply with
such requirements shall not relieve the Company of its obligations under Article
Ten, Section 1015(a), (b) or (c) hereof.

SECTION 1016. PROVISION OF FINANCIAL INFORMATION.

So long as any of the Securities are Outstanding, and in addition to
and without limitation of the Company's obligations pursuant to Article Seven,
Section 704 hereof, if the Company is subject to the reporting requirements of
Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto,
the Company shall file with the Trustee copies of the annual reports, quarterly
reports and other documents which the Company is required to file with the
Commission pursuant to such Section 13(a) or 15(d) or any successor provision
thereto. In the event the Company is not required to file such reports with the
Commission, the Company shall, within 15 days of each of the days by which the
Company would have been required so to file such documents with the Commission
were the Company so required, without cost to any Holder, transmit by mail to
all Holders (as their names and addresses appear in the Security Register) and
file with the Trustee (i) annual reports containing the information required to
be contained in Form 10-K promulgated under the Exchange Act or substantially
the same information required to be contained in comparable items of any
successor forms, (ii) quarterly reports containing the information required to
be contained in Form 10-Q promulgated under the Exchange Act or substantially
the same information required to be contained in any successor form and (iii)
such other reports containing information required to be contained in Forms

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8-K promulgated under the Exchange Act or substantially the same information
required to be contained in any successor form.

SECTION 1017. UNRESTRICTED SUBSIDIARIES.

The Company at any time may designate any Person that after the date
hereof becomes a Subsidiary of the Company in compliance with Article Eight,
Section 801 hereof as an Unrestricted Subsidiary, whereupon (and until such
Person ceases to be an Unrestricted Subsidiary) such Person and each other
Person that is then or thereafter becomes a Subsidiary of such Person will be
deemed to be an Unrestricted Subsidiary. In addition, the Company may at any
time terminate the status of any Subsidiary as an Unrestricted Subsidiary,
whereupon such Subsidiary and each other Subsidiary of the Company (if any) of
which such Subsidiary is a Subsidiary will cease to be an Unrestricted
Subsidiary.

Notwithstanding the foregoing, no change in the status of a Subsidiary
of the Company from a Restricted Subsidiary to an Unrestricted Subsidiary or
vice versa will be effective, and no Person may otherwise become a Restricted
Subsidiary, if (i) the Company's Consolidated Cash Flow Ratio for the four full
fiscal quarters of the Company next preceding the effective date of such
purported change or other event, calculated on a pro forma basis as if such
change or other event had been effective at the beginning of such period, would
be less than the applicable amount specified under Article Ten, Section 1008
hereof, (ii) in the case of any change in status of such a Subsidiary from a
Restricted Subsidiary to an Unrestricted Subsidiary, the aggregate of all
Restricted Payments on and after the date of this Indenture through the date of
such change, plus the book value of all assets of such Restricted Subsidiary
prior to such change, would exceed the amount specified under Article Ten,
Section 1010 hereof or (iii) such change or other event would otherwise result
in a Default or an Event of Default. In addition and notwithstanding the
foregoing, no Subsidiary of the Company may become an Unrestricted Subsidiary,
and the status of any Subsidiary as an Unrestricted Subsidiary will be deemed to
have been immediately terminated (with the effect described in the preceding
paragraph) at any time when (i) such Subsidiary (A) has outstanding Debt that is
Unpermitted Debt or (B) owns or holds any Capital Stock of or other ownership
interests in, or a Lien on any property or other assets of, the Company or any
of its Subsidiaries that is not an Unrestricted Subsidiary or (ii) the Company
or any Subsidiary of the Company that is not an Unrestricted Subsidiary (A)
provides credit support for, or a Guaranty of, any Debt of such Subsidiary
(including any undertaking, agreement or instrument evidencing such Debt) or (B)
is directly or indirectly liable for any Debt of such Subsidiary. Any such
termination otherwise prohibited by the restrictions described in the first
sentence of this paragraph will be deemed to result in a Default under this
Indenture. "Unpermitted Debt" means any Debt of a Subsidiary of the Company if
(x) a default thereunder (or under any instrument or agreement pursuant to or by
which such Debt is issued, secured or

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evidenced), or any right that the holders thereof may have to take enforcement
action against such Subsidiary or its property or other assets, would permit
(whether or not after the giving of notice or the lapse of time or both) the
holders of any Debt of the Company or a Subsidiary of the Company that is not an
Unrestricted Subsidiary to declare the same due and payable prior to the date on
which it otherwise would have become due and payable or otherwise to take any
enforcement action against the Company or any such other Subsidiary or (y) such
Debt is secured by a Lien on any property or other assets of the Company and any
of its Subsidiaries that is not an Unrestricted Subsidiary.

Each Person that is or becomes a Subsidiary of the Company shall be
deemed to be a Restricted Subsidiary at all times when it is a Subsidiary of the
Company that is not an Unrestricted Subsidiary. Each Person that is or becomes
a Wholly Owned Subsidiary of the Company shall be deemed to be a Wholly Owned
Restricted Subsidiary at all times when it is a Wholly Owned Subsidiary of the
Company that is not an Unrestricted Subsidiary.

SECTION 1018. STATEMENT BY OFFICERS AS TO DEFAULT; COMPLIANCE CERTIFICATES.

(a) The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company ending after the date of this
Indenture, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

(b) The Company shall deliver to the Trustee, as soon as possible and
in any event within 10 Business Days after the Company becomes aware of the
occurrence of a Default or an Event of Default, and which Default or Event of
Default is continuing, an Officers' Certificate setting forth the details of
such Default or Event of Default, and the action which the Company proposes to
take with respect thereto.

SECTION 1019. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in Article Eight, Section 801 and Article Ten,
Sections 1004 to 1017 hereof, if before the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Securities shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of

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the Trustee in respect of any such covenant or condition shall remain in full
force and effect; provided, however, with respect to an Offer to Purchase as to
which an Offer Document has been mailed, no such waiver may be made or shall be
effective against any Holder tendering Securities pursuant to such Offer
Document, and the Company may not omit to comply with the terms of such Offer
Document as to such Holder.

ARTICLE ELEVEN

Redemption of Securities

SECTION 1101. RIGHT OF REDEMPTION.

The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at any time on or after October 1, 1998, at
the Redemption Prices specified in the form of Security hereinbefore set forth,
together with accrued interest to the Redemption Date.

SECTION 1102. APPLICABILITY OF ARTICLE.

Redemption of Securities at the election of the Company, as permitted
by any provision of this Indenture, shall be made in accordance with such
provision and this Article.

SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities to be redeemed.

SECTION 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by lot or by such other method as the Trustee shall deem
fair and reasonable and which may provide for the selection for redemption of
portions (equal to $1,000 or any integral multiple thereof) of the principal
amount of Securities of a denomination larger than $1,000.

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The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

For all purposes of this Indenture unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1105. NOTICE OF REDEMPTION.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

All notices of redemption shall state:

(l) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the outstanding Securities are to be redeemed,
the identification (and, in the case of partial redemption, the principal
amounts) of the particular Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security or portion thereof to be redeemed and
that interest thereon will cease to accrue on and after said date, and

(5) the place or places where such Securities are to be surrendered
for payment of the Redemption Price.

Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. Notice of redemption
shall be deemed to be given when mailed, whether or not the Holder receives the
Notice. In any event, failure to give such Notice, or any defect therein, shall
not affect the validity of the proceedings for the redemption of Securities.

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SECTION 1106. DEPOSIT OF REDEMPTION PRICE.

On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Article Ten, Section 1003
hereof) an amount of money in same day funds sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities or portions thereof which are to be
redeemed on that date.

SECTION 1107. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities
and portions thereof so to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price therein specified, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities and portions thereof shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security or portion thereof shall be paid by the Company at
the Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates or Special Record Dates, as the
case may be, according to their terms and the provisions of Article Three,
Section 307 hereof.

If any Security or portion thereof called for redemption shall not be
so paid upon surrender thereof for redemption, the principal (and premium, if
any) shall, until paid, bear interest from the Redemption Date at the rate borne
by the Security.

SECTION 1108. SECURITIES REDEEMED IN PART.

Any Security which is to be redeemed only in part shall be surrendered
at an office or agency of the Company designated for that purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

ARTICLE TWELVE

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Subordination of Securities

SECTION 1201. SECURITIES SUBORDINATE TO SENIOR DEBT.

The Company covenants and agrees, and each Holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article (subject to Article Four and
Article Twelve, Section 1214), the payment of the principal of (and premium, if
any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full in cash
of all Senior Debt.

This Article Twelve shall constitute a continuing offer to all persons
who become holders of, or continue to hold, Senior Debt, and such provisions are
made for the benefit of the holders of Senior Debt and such holders are made
obligees hereunder and any one or more of them may enforce such provisions.
Holders of Senior Debt need not prove reliance on the subordination provisions
hereof.

SECTION 1202. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its assets, or
(b) any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit of creditors or any other marshalling of
assets or liabilities of the Company, then and in any such event specified in
(a), (b) or (c) above (each such event, if any, herein sometimes referred to as
a "Proceeding"):

(1) the holders of Senior Debt shall be entitled to receive payment
in full in cash of all amounts due on or to become due on or in respect of
all Senior Debt, before the Holders of the Securities are entitled to
receive any payment or distribution of any kind or character, whether in
cash, property or securities (including any payment or distribution which
may be payable or deliverable by reason of the payment of any other Debt of
the Company subordinated to the payment of the Securities, such payment or
distribution being hereinafter referred to as a "Junior Subordinated
Payment"), on account of the principal of (and premium, if any) or interest
on the Securities or on account of any purchase, redemption or other
acquisition of Securities by the Company, any Subsidiary of the Company,
the Trustee or any Paying Agent (all such payments, distributions,
purchases, redemptions and acquisitions, whether or not in connection with
a Proceeding, herein referred to, individually and collectively, as a
"Securities Payment"); and

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(2) any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, by set-off or
otherwise, to which the Holders of the Securities or the Trustee would be
entitled but for the provisions of this Article (including, without
limitation, any Junior Subordinated Payment) shall be paid by the
liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Debt or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Debt
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Debt held or represented by each, to the
extent necessary to make payment in full in cash of all Senior Debt
remaining unpaid, after giving effect to any concurrent payment to the
holders of such Senior Debt.

In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received in
connection with any Proceeding any Securities Payment before all Senior Debt is
paid in full or payment thereof provided for in cash, then and in such event
such Securities Payment shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Company for
application to the payment of all Senior Debt remaining unpaid, to the extent
necessary to pay all Senior Debt in full in cash after giving effect to any
concurrent payment to or for the holders of Senior Debt.

For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Debt to substantially the same extent, or to a greater extent than, as
the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of all or substantially all of its properties and assets as an
entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a Proceeding for the purposes of this Section if the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer such properties and assets as an
entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article Eight.

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SECTION 1203. NO PAYMENT WHEN SENIOR DEBT IN DEFAULT.

In the event that any Senior Payment Default (as defined below) shall
have occurred, then no Securities Payment (other than any payment made pursuant
to Article Thirteen which has been deposited with the Trustee (as defined in
Article Thirteen, Section 1305) for at least 124 days) shall be made, nor shall
any property of the Company or any Subsidiary of the Company be applied to the
purchase, acquisition, retirement or redemption of the Securities, unless and
until such Senior Payment Default shall have been cured or waived in writing or
shall have ceased to exist or all amounts then due and payable in respect of
such Senior Debt (including amounts that have become and remain due by
acceleration) shall have been paid in full in cash. "Senior Payment Default"
means any default in the payment of principal of (or premium, if any) or
interest on any Senior Debt when due, whether at the stated maturity of any such
payment or by declaration of acceleration, call for redemption, mandatory
payment or prepayment or otherwise.

In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company and
the Trustee of written notice of such Senior Nonmonetary Default from the
Designated Senior Holder of any Designated Senior Debt, no Securities Payment
shall be made, nor shall any property of the Company or any Subsidiary of any
Company be applied to the purchase, acquisition, requirement or redemption of
the Securities, during the period (the "Payment Blockage Period") commencing on
the date of such receipt of such written notice and ending (subject to any
blockage of payments that may then or thereafter be in effect as the result of
any Senior Payment Default) on the earlier of (i) the date on which such Senior
Nonmonetary Default shall have been cured or waived in writing or shall have
ceased to exist and any acceleration of Designated Senior Debt to which such
Senior Nonmonetary Default relates shall have been rescinded or annulled or the
Designated Senior Debt to which such Senior Nonmonetary Default relates shall
have been discharged or (ii) the 179th day after the date of such receipt of
such written notice. No more than one Payment Blockage Period may be commenced
with respect to the Securities during any period of 360 consecutive days and
there shall be a period of at least 181 consecutive days in each period of 360
consecutive days when no Payment Blockage Period is in effect. For all purposes
of this paragraph, no Senior Nonmonetary Default that existed or was continuing
on the date of commencement of any Payment Blockage Period with respect to the
Designated Senior Debt initiating such Payment Blockage Period shall be, or be
made, the basis for the commencement of a subsequent Payment Blockage Period by
holders of Senior Debt or their representatives unless such Senior Nonmonetary
Default shall have been cured for a period of not less than 90 consecutive
days. "Senior Nonmonetary Default" means the occurrence or existence and
continuance of any event of default, or of any event which, after notice or
lapse of time (or both), would become an event of default, under the terms of
any instrument or agreement pursuant to which any Designated Senior Debt is

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outstanding, permitting (after notice or lapse of time or both) one or more
holders of such Designated Senior Debt (or a trustee or agent on behalf of the
holders thereof) to declare such Designated Senior Debt due and payable prior to
the date on which it would otherwise become due and payable, other than a Senior
Payment Default.

In the event that, notwithstanding the foregoing, the Company shall
make any Securities Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section, then and in such event such Securities
Payment shall be paid over and delivered forthwith to the Designated Senior
Holders under the Designated Senior Debt or, if such Designated Senior Debt has
been repaid in full, to the Company.

The provisions of this Section shall not apply to any Securities
Payment with respect to which Article Twelve, Section 1202 hereof would be
applicable.

SECTION 1204. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent the Company, at any time except during the
pendency of any Proceeding referred to in Article Twelve, Section 1202 hereof or
under the conditions described in Article Twelve, Section 1203 hereof, from
making Securities Payments.

SECTION 1205. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.

Subject to the payment in full in cash of all Senior Debt, the Holders
of the Securities shall be subrogated to the rights of the holders of such
Senior Debt to receive payments and distributions of cash, property and
securities applicable to the Senior Debt until the principal of (and premium, if
any) and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Debt by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Debt.

SECTION 1206. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Debt on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as

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among the Company, its creditors other than holders of Senior Debt and the
Holders of the Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Debt, is intended to rank equally with all other general
obligations of the Company), to pay to the Holders of the Securities the
principal of (and premium, if any) and interest on the Securities as and when
the same shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Company of the Holders of the Securities
and creditors of the Company other than the holders of Senior Debt; or (c)
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Debt to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder or, under the conditions specified in Article Twelve,
Section 1203, to prevent any payment prohibited by such section or enforce their
rights pursuant to the penultimate paragraph in Article Twelve, Section 1203.

SECTION 1207. TRUSTEE TO EFFECTUATE SUBORDINATION.

Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the Debt of the Company owing to such Holder in the form required in such
proceedings and the causing of such claim to be approved. If the Trustee does
not file a proper claim at least 30 days before the expiration of the time to
file such claim, then the holders of the Senior Debt and their agents, trustees
or other representatives are authorized to do so (but shall in no event be
liable for any failure to do so) for and on behalf of the Holders of the
Securities.

SECTION 1208. NO WAIVER OF SUBORDINATION PROVISIONS.

No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the

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subordination provided in this Article or the obligations hereunder of the
Holders of the Securities to the holders of Senior Debt, do any one or more of
the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Debt, or otherwise amend or
supplement in any manner Senior Debt or any instrument evidencing the same or
any agreement under which Senior Debt is outstanding; (ii) permit the Company to
borrow, repay and then reborrow any or all of the Senior Debt; (iii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iv) release any Person liable in any manner for
the collection of Senior Debt; (v) exercise or refrain from exercising any
rights against the Company and any other Person; and (vi) apply any sums
received by them to Senior Debt.

SECTION 1209. NOTICE TO TRUSTEE.

The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company, any holder of Senior Debt, any Designated
Senior Holder or from any trustee, fiduciary or agent therefor; and, prior to
the receipt of any such written notice, the Trustee, subject to the provisions
of Article Six, Section 601 hereof, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least three Business Days
prior to the date upon which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of the principal
(and premium, if any) or Purchase Amount of or interest on any Security), then,
anything herein contained to the contrary notwithstanding, but without limiting
the rights and remedies of the holders of Senior Debt or any trustee, fiduciary
or agent therefor, the Trustee shall have full power and authority to receive
such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date. Any notice required
or permitted to be given to the Trustee by a holder of Senior Debt or by any
Designated Senior Holder shall be in writing and shall be sufficient for every
purpose hereunder if in writing and either (i) sent via facsimile to the
Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed,
first class postage prepaid, or sent by overnight carrier, to the Trustee
addressed to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address furnished in writing to
such holder of Senior Debt by the Trustee.

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Subject to the provisions of Article Six, Section 601 hereof, the
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Debt or Designated Senior
Holder (or a trustee, fiduciary or agent therefor) to establish that such notice
has been given by a holder of Senior Debt or Designated Senior Holder or a
trustee, fiduciary or agent therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Debt or Designated Senior Holder to participate in
any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

Notwithstanding anything else contained herein, no notice, request or
other communication to or with the Trustee shall be deemed given unless received
by a Responsible Officer at the Trustee's principal corporate trust office.

SECTION 1210. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Article Six, Section
601 hereof, and the Holders of the Securities shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other Debt of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article, provided that the foregoing shall apply only if such court has
been apprised of the provisions of this Article.

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SECTION 1211. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if it shall
in good faith mistakenly pay over or distribute to Holders of Securities or to
the Company or to any other Person cash, property or securities to which any
holders of Senior Debt shall be entitled by virtue of this Article or otherwise.

SECTION 1212. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT; PRESERVATION OF
TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Debt which may at
any time be held by it, to the same extent as any other holder of Senior Debt,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Article Six, Section 607 hereof.

SECTION 1213. ARTICLE APPLICABLE TO PAYING AGENTS.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however that Article Twelve, Section 1213 hereof shall not apply to the Company
or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 1214. DEFEASANCE OF THIS ARTICLE TWELVE.

Anything herein to the contrary notwithstanding, upon the
effectiveness of any defeasance or covenant defeasance as provided in Article
Thirteen, the Securities then outstanding shall thereupon cease to be
subordinated pursuant to this Article and shall thereupon cease to be subject to
the subordination provisions of this Article.

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ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

SECTION 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

The Company may at its option by Board Resolution, at any time,
elect to have either Article Thirteen, Section 1302 or Section 1303 hereof
applied to the Outstanding Securities upon compliance with the conditions set
forth below in this Article Thirteen.

SECTION 1302. DEFEASANCE AND DISCHARGE.

Upon the Company's exercise of the option provided in Article
Thirteen, Section 1301 hereof applicable to this Section, the Company shall be
deemed to have been discharged from its obligations with respect to the
Outstanding Securities, and the provisions of Article Twelve hereof shall cease
to be effective, on and after the date the conditions set forth below are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities, which shall thereafter
be deemed to be "Outstanding" only for the purposes of Article Thirteen, Section
1305 and the sections of this Indenture referred to in clauses (A) and (B)
below, and to have satisfied all its other obligations under such Securities and
this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of such Securities to
receive, solely from the trust fund described in Article Thirteen, Section 1304
hereof and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest on such Securities when such
payments are due, (B) the Company's obligations with respect to such Securities
under Article Three, Sections 304, 305 and 306 and Article Ten, Sections 1002
and 1003 hereof, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article Thirteen. Subject to compliance with
this Article Thirteen, the Company may exercise its option under this Article
Thirteen, Section 1302, notwithstanding the prior exercise of its option under
Article Thirteen, Section 1303 hereof.

SECTION 1303. COVENANT DEFEASANCE.

Upon the Company's exercise of the option provided in Article
Thirteen, Section 1301 hereof applicable to this Section, (i) the Company shall
be released from its obligations under Article Ten, Sections 1005 through 1018
hereof, inclusive, and clauses (3), (4) and (5) of Article Eight, Section 801
hereof, (ii) the occurrence of an

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event specified in Article Five, Sections 501(3), 501(4) (with respect to clause
(1), (3), (4) or (5) of Section 801), 501(5) (with respect to any of Article
Ten, Sections 1005 through 1018, inclusive), 501(6) and 501(7) hereof shall not
be deemed to be an Event of Default and (iii) the provisions of Article Twelve
hereof shall cease to be effective on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance") and the
Outstanding Securities shall thereafter be deemed to be not "Outstanding" for
the purposes of any direction, waivers, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenant and
provisions, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, clause or Article,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section, clause or Article or by reason of any reference in any such
Section, clause or Article to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application of either Article
Thirteen, Section 1302 or Section 1303 to the then Outstanding Securities:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Article Six, Section 609 hereof who shall agree to comply with the
provisions of this Article Thirteen applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of such Securities, (A) money in an amount, or (B) U.S. Government
Obligations which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment, money in an amount, or (C)
a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, the principal of, and premium, if any, and
each installment of interest on the Securities on the Stated Maturity of
such principal or installment of interest in accordance with the terms of
this Indenture and of such Securities; provided that the Trustee shall have
been irrevocably instructed to apply such money or the proceeds of such
U.S. Government Obligations to said payments with respect to the
Securities.

(2) In the case of an election under Article Thirteen, Section 1302,
the Company shall have delivered to the Trustee an Opinion of Counsel
stating

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that (x) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (y) since the date of this Indenture
there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such opinion shall confirm that,
the Holders of the Outstanding Securities will not recognize gain or loss
for Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount, in
the same manner and all the same times as would have been the case if such
deposit, defeasance and discharge had not occurred.

(3) In the case of an election under Article Thirteen, Section 1303,
the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of the Outstanding Securities will not
recognize gain or loss for Federal income tax purposes as a result of such
deposit and covenant defeasance and will be subject to Federal income tax
on the same amount, in the same manner and at the same times as would have
been the case if such deposit and covenant defeasance had not occurred.

(4) No event or condition shall exist that pursuant to the provisions
of Article Twelve, Section 1202 or 1203 would prevent the Company from
making payments of the principal of (and premium, if any) or interest on
the Securities on the date of such deposit or at any time during the period
ending on the 124th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until the expiration of
such period).

(5) No Event of Default or event which with notice or lapse of time
or both would become an Event of Default shall have occurred and be
continuing on the date of such deposit or, insofar as subsections 501(8)
and (9) are concerned, at any time during the period ending on the 124th
day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period).

(6) Such defeasance or covenant defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of
such Act).

(7) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture, the
Bank Agreement or any other material agreement or instrument to which the
Company is a party or by which it is bound.

(8) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Article
Thirteen

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Section 1302 or the covenant defeasance under Article Thirteen, Section
1303 (as the case may be) have been complied with.

(9) Such defeasance or covenant defeasance shall not result in the
trust arising from such deposit constituting an investment company as
defined in the Investment Company Act of 1940, as amended, or such trust
shall be qualified under such Act or exempt from regulation thereunder.

Opinions of Counsel required to be delivered under this Section may
have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for Opinions of the type required,
including certificates certifying as to matters of fact.

SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

Subject to the provisions of the last paragraph of Article Ten,
Section 1003, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (collectively,
for purposes of this Section, the "Trustee") pursuant to Article Thirteen,
Section 1304 in respect of the Securities shall be held in trust and applied by
the Trustee (subject to Article Twelve), in accordance with the provisions of
such Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest,
but such money need not be segregated from other funds except to the extent
required by law. Money so held in trust shall not be subject to the provisions
of Article Twelve from and after the date that the conditions set forth in
Article Thirteen, Section 1304 are satisfied.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Article Thirteen, Section 1304 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding
Securities.

Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government obligations held by it as provided in
Article Thirteen, Section 1304 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered

-95-

<PAGE>

to the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect a defeasance or covenant defeasance.

SECTION 1306. REINSTATEMENT.

If the Trustee or a Paying Agent is unable to apply any money in
accordance with Article Thirteen, Section 1302 or 1303 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Thirteen until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Article Thirteen, Section 1302 or 1303; provided, however, that if the Company
makes any payment of principal of (and premium, if any) or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or the Paying Agent.

-96-

<PAGE>

* * * *

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

BEST BUY CO., INC.

[SEAL] By: /s/ Richard M. Schulze
---------------------------------
Name: Richard M. Schulze
Title: Chairman and Chief Executive Officer

Attest:

/s/ Debra Konkler
- - ------------------------------

MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
As Trustee

[SEAL] By: /s/ Steven B. Eason
---------------------------------
Name: Steven B. Eason
Title: Assistant Vice President

Attest:

/s/ Jennifer Ericson
- - ------------------------------

-97-

<PAGE>

STATE OF MINNESOTA )
ss. :
COUNTY OF HENNEPIN )

On the 12th day of October, 1993, before me personally came Richard M.
Schulee, to me known, who, being by me duly sworn, did depose and say that he is
the Chairman & CEO of BEST BUY CO., INC., one of the corporations described in
and which executed the foregoing instrument; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.

/s/ La Donna M. Mankowski
-------------------------------------
Notary Public

STATE OF MISSOURI )
ss. :
CITY OF ST. LOUIS )

On the _______ day of ________________________, 1993, before me
personally came Steven B. Eason, to me known, who, being by me duly sworn, did
depose and say that he is an Assistant Vice President of MERCANTILE BANK OF
ST. LOUIS NATIONAL ASSOCIATION, one of the corporations described in and which
executed the foregoing instrument; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.

/s/ L. Stabley
-------------------------------------
Notary Public

-98-

<PAGE>

Exhibit 4.5

SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this
"Amendment") is dated as of April 25, 1994, and is between BEST BUY CO., INC., a
Minnesota corporation (the "Company"), the lenders party to the Credit
Agreement, as hereinafter defined (such lenders being hereinafter sometimes
referred to, collectively, as the "Banks"), and First Bank National Association,
a national banking association, as agent for the Banks (in such capacity, the
"Agent").

WITNESSETH THAT:

WHEREAS, the Company, the Banks and the Agent are parties to a Credit
Agreement dated as of September 1, 1993, as amended by a First Amendment to
Credit Agreement dated as of September 17, 1993 (as so amended, the "Credit
Agreement"); and

WHEREAS, the Company, the Banks and the Agent have agreed to further
amend the Credit Agreement as provided herein.

NOW, THEREFORE, the parties hereto agree as follows:

1. CERTAIN DEFINED TERMS. Each capitalized term used herein without
being defined that is defined in the Credit Agreement shall have the meaning
given to it in the Credit Agreement.

2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is amended
as follows:

(a) Section 1.01 is amended to delete the definitions of "DESIGNATED
AMOUNT," "UNUSED DESIGNATED AMOUNT" and "UNUSED SEASONAL
COMMITMENT AMOUNT" and substitute the following therefor:

"DESIGNATED AMOUNT": with respect to any Bank for any month from
(a) May to and including December of 1994 and (b) August to and
including December of any other year, such Bank's Pro Rata Share of
the amount of the Aggregate Seasonal Commitment Amount designated by
the Company as available pursuant to Section 2.15.

"UNUSED DESIGNATED AMOUNT": at any time of determination from (a)
May 1 to December 31 of 1994 and (b) August 1 to December 31 of any
other year, the Available Amount for all Banks less the greater of (i)
the sum of (y) the outstanding unpaid principal amount of the Loans
plus (z) the Letter of Credit Usage, and (ii) the Aggregate Base
Commitment Amount.

<PAGE>

"UNUSED SEASONAL COMMITMENT AMOUNT": at any time of determination
from (a) May 1 to December 31 of 1994 and (b) August 1 to December 31
of any other year, the Aggregate Seasonal Commitment Amount MINUS the
Aggregate Designated Amount, and at any other time of determination,
the Aggregate Seasonal Commitment Amount.

(b) Section 2.15 is amended by adding "(a) May to December of 1994
and (b)" before "August" where it appears in the first paragraph thereof,
and by adding "other" before "year" where it appears in the first paragraph
thereof.

(c) Section 5.01(b) is amended by adding "(i) in the case of the last
fiscal month of each year, 45 days and (ii) in all other cases," before "30
days" where it appears therein.

3. WAIVER. The Banks hereby waive the Event of Default that
occurred under the Credit Agreement as a result of the Company's failure to
comply with the requirement of Section 5.22 at the end of its fiscal year ending
February 26, 1994. This waiver is limited to the express terms hereof, and
nothing herein shall be construed as a waiver of such requirement of Section
5.22 for any fiscal year of the Company other than its fiscal year ending
February 26, 1994, or as a waiver of any other term, covenant, representation,
warranty or condition applicable to the Company under the Credit Agreement or
any other Loan Document.

4. EFFECTIVENESS OF AMENDMENT. The waiver set forth in paragraph 3
hereof shall be deemed effective as of the date first above written, but only
upon delivery to the Agent of this Amendment, duly executed by the Company and
the Majority Banks. The amendments to the Credit Agreement set forth in Section
2 hereof shall be deemed effective as of the date first above written, but only
upon delivery to the Agent of (a) this Amendment, duly executed by the Company
and all of the Banks, and (b) an amendment fee in the amount of $31,250, for the
pro rata account of the Banks.

5. ACKNOWLEDGEMENT. The Banks and the Company each acknowledge
that, as amended hereby, the Credit Agreement, as amended by this Amendment,
remains in full force and effect with respect to the Company, the Banks and the
Agent. The Company confirms and acknowledges that it will continue to comply
with the covenants set out in the Credit Agreement, as amended hereby, and that
its representations and warranties set out in the Credit Agreement, as amended
hereby, are true and correct as of the date of this Amendment. The Company
further represents and warrants that (i) the execution, delivery and performance
of this Amendment by the Company is within its corporate powers and has been
duly authorized by all necessary corporate action, (ii) this Amendment has been
duly executed and delivered by the Company and

-2-

<PAGE>

constitutes the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms (subject to limitations as to
enforceability which might result from bankruptcy, insolvency or other similar
laws affecting creditors' rights generally) and (iii) after giving effect to
this Amendment, no Events of Default or events which, with the giving of notice
or passage of time, would be an Event of Default, exist under the Credit
Agreement.

5. COUNTERPARTS. This Amendment may be signed by the parties hereto
on different counterparts with the same effect as if the signatures hereto were
on the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Credit Agreement and Waiver to be executed as of the day and year
first above written.

BEST BUY CO., INC.

By /s/ Robert C. Fox
--------------------------------------------
Its Sr. Vice President - Finance & Treasurer
-----------------------------------------

FIRST BANK NATIONAL ASSOCIATION

By /s/ John Gatzlaff
--------------------------------------------
Its V.P.
-----------------------------------------

HARRIS TRUST AND SAVINGS BANK

By /s/ David R. Casper
--------------------------------------------
Its Vice President
-----------------------------------------

CREDIT LYONNAIS CHICAGO BRANCH

By /s/ Francois Valla
--------------------------------------------
Its First Vice President Branch Manager
-----------------------------------------

-3-

<PAGE>

CREDIT LYONNAIS CAYMAN
ISLAND BRANCH

By /s/ Francois Valla
-------------------------------------------
Its Authorized Signature
-----------------------------------------

MERCANTILE BANK OF ST. LOUIS,
NATIONAL ASSOCIATION

By /s/ Edward A. Cheney
--------------------------------------------
Its Vice President
-----------------------------------------

COMERICA BANK

By /s/ David A. Woods
--------------------------------------------
Its Account Officer
-----------------------------------------

THE DAIWA BANK, LIMITED

By John W. Howard, Jr.
--------------------------------------------
Its Vice President
-----------------------------------------

And /s/ M. Philippe
-------------------------------------------
Its Vice President
-----------------------------------------

THE MITSUBISHI BANK, LIMITED

By /s/ J.R. Arnold
-------------------------------------------
Its Vice President
-----------------------------------------

YASUDA TRUST AND BANKING CO., LTD.

By /s/ Hideo Nakazawa
--------------------------------------------
Its Joint General Manager
-----------------------------------------

-4-

<PAGE>

Exhibit 4.6

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of September 17, 1993, and is between BEST BUY CO., INC., a Minnesota
corporation (the "Company"), FIRST BANK NATIONAL ASSOCIATION, a national banking
association ("First Bank"), such other lenders as may hereafter become parties
to the Credit Agreement, as hereinafter defined (First Bank and such other
lenders being hereinafter sometimes referred to, collectively, as the "Banks"),
and First Bank, as agent for the Banks (in such capacity, the "Agent").

WITNESSETH THAT:

WHEREAS, the Company, the Banks and the Agent are parties to a Credit
Agreement dated as of September 1, 1993 (the "Credit Agreement"); and

WHEREAS, the Company, the Banks and the Agent have agreed to amend the
Credit Agreement as provided herein.

NOW, THEREFORE, the parties hereto agree as follows:

1. CERTAIN DEFINED TERMS. Each capitalized term used herein without
being defined that is defined in the Credit Agreement shall have the meaning
given to it in the Credit Agreement.

2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is amended
as follows:

(a) Section 1.01 is amended to delete clause (a) of the definition of
"Borrowing Base" and substitute the following therefor:

(a) 55% of the lower of: (i) cost (as determined on a first-in,
first-out basis) of Eligible Inventory LESS the amount of Indebtedness
of the Company secured by Liens on inventory and the amount accrued
for losses due to missing inventory (shrink accrual) or (ii) market
value of Eligible Inventory LESS the amount of Indebtedness of the
Company secured by Liens on inventory and the amount accrued for
losses due to missing inventory (shrink accrual); and

(b) Section 1.01 is further amended to add the following definitions
in the appropriate alphabetical order:

"FEDERAL FUNDS RATE": for any date of determination, the
effective rate charged to First Bank for overnight Federal funds
transactions with member banks of the Federal Reserve System.

<PAGE>

"REFERENCE RATE": the greater of (a) rate of interest from time
to time publicly announced by First Bank as its "reference rate" and
(b) the Federal Funds Rate plus 0.5%. First Bank may lend to its
customers at rates that are at, above or below the Reference Rate.
For purposes of determining any interest rate hereunder or under the
Notes which is based on the Reference Rate, such interest rate shall
change as and when the Reference Rate shall change.

"REFERENCE RATE ADVANCE": an Advance with respect to which the
interest rate is determined by reference to the Reference Rate.

(c) Section 2.14 is amended by deleting "Bank Commitment Amounts"
where it appears in clause (c) of the first sentence thereof and
substituting "Base Commitment Amounts" therefor.

(d) Section 2.15 is amended by deleting the second paragraph thereof
and substituting the following therefor:

Notwithstanding the foregoing, the Company may increase the
Aggregate Designated Amount for any particular month during such
month by requesting Loans pursuant to Section 2.02 that would
cause Total Outstandings to exceed the Aggregate Available
Amount, but not the Aggregate Commitment Amount. Each Bank shall
make its Loan in its Pro Rata Share of the requested Loans in
accordance with the provisions of Section 2.02 so long as all
other terms of lending under this Agreement have been satisfied.
In each such case the Company shall specify in its request to
borrow the aggregate amount by which the requested Loans will
cause the Total Outstandings to exceed the Aggregate Available
Amount (and thus the amount by which the Aggregate Designated
Amount shall be increased) for such month and the Agent shall
include such information in the notification provided to each
Bank pursuant to Section 2.02. The Company shall pay to the
Agent, for the account of the Banks, for the period from and
including the first calendar day of the month in which the
requested Loans are made through the last calendar day thereof, a
fee in an amount equal to one-half of one percent per annum of
the aggregate amount by which such requested Loans will cause the
Total Outstandings to exceed the Aggregate Available Amount (and
thus the amount by which the Aggregate Designated Amount will be
increased). Such fee shall be in lieu of the Commitment Fee
under Section 2.17 otherwise applicable to such excess amount
during such month and shall be payable quarterly in arrears on
the last day of each

-2-

<PAGE>

calendar quarter and on the Termination Date. The Designated
Amount of each Bank shall be increased by its Pro Rata Share of
the amount by which the Aggregate Designated Amount shall be
increased pursuant to this Section.

(e) Section 2.20 is amended by deleting "overnight Federal Funds
rate" where it appears in the fifth sentence thereof and substituting
"Federal Funds Rate" therefor.

(f) Section 2.29 is deleted and the following is substituted
therefor:

Section 2.29 EXTENSION. In the event that on or before June 30,
1994 the Company requests the Banks to extend the Termination Date
(subject to an earlier termination of the Commitments pursuant to
either Section 2.14 or Section 6.02) to June 30, 1996, the Banks shall
promptly consider such request, and each Bank may, in its sole
discretion exercised in accordance with its normal credit review
procedures, but subject to the following sentence, approve or deny
such request. The Company shall not be required to pay an extension
or origination fee to the Banks or the Agent as a condition precedent
to the effectiveness of any such one year extension agreed to by the
Banks unless the terms and conditions of the Agreement as so extended
are substantially more favorable to the Company (e.g. an increase in
the Aggregate Commitment Amount) than those contained herein. In the
event any Bank does not agree to such extension, the Company may at
any time thereafter, in its sole discretion, require the assignment of
such Bank's rights and delegation of such Bank's obligations under the
Loan Documents, pursuant to Section 8.05(b), to any other Bank or
another assignee selected by the Company and acceptable to the Agent
that is willing to agree to such extension.

(g) Section 8.03 is amended by adding "and the Banks" after "Agent"
where it appears in clause (c) thereof.

(h) A new Schedule 1.01(a) is added to the Credit Agreement, in the
form of Schedule 1.01(a) hereto.

3. EFFECTIVENESS OF AMENDMENT. This Amendment shall be deemed
effective as of the date first above written, but only upon delivery to the
Agent of this Amendment duly executed by the parties hereto.

4. ACKNOWLEDGEMENT. The Banks and the Company each acknowledge
that, as amended hereby, the Credit Agreement, as amended by this Amendment,
remains in full force and effect with respect to the Company, the

-3-

<PAGE>

Banks and the Agent. The Company confirms and acknowledges that it will
continue to comply with the covenants set out in the Credit Agreement, as
amended hereby, and that its representations and warranties set out in the
Credit Agreement, as amended hereby, are true and correct as of the date of this
Amendment. The Company further represents and warrants that (i) the execution,
delivery and performance of this Amendment by the Company is within its
corporate powers and has been duly authorized by all necessary corporate action,
(ii) this Amendment has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms (subject to limitations as to
enforceability which might result from bankruptcy, insolvency or other similar
laws affecting creditors' rights generally) and (iii) after giving effect to
this Amendment, no Events of Default or events which, with the giving of notice
or passage of time, would be an Event of Default, exist under the Credit
Agreement.

5. COUNTERPARTS. This Amendment may be signed by the parties hereto
on different counterparts with the same effect as if the signatures hereto were
on the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Credit Agreement to be executed as of the day and year first above
written.

BEST BUY CO., INC.

By /s/ Robert C. Fox
--------------------------------------
Its V.P. - Controller
-----------------------------------

FIRST BANK NATIONAL ASSOCIATION

By /s/John Gatzlaff
--------------------------------------
Its V.P.
-----------------------------------

-4-

<PAGE>

SCHEDULE 1.01(a)

LIST OF COMPANY'S CURRENT PRODUCT CATEGORIES

Home Components
Car Stereo
Headphones
Home Systems
Radar Detectors
C.B. Radios
Keyboards
Televisions
VCRs
Video Cameras
Camcorders
Phones
Tapes
Calculators
Boomboxes
Personal Portables
Copiers
Batteries
Video Games
Typewriters
Computers, Peripherals, and Printers
Small Electronics
Major Appliances
Microwaves
Seasonal
Vacuums
Appliance Accessories
Compact Refrigerators
Housewares
Photo Equipment
Photo Film
Photo Accessories
Watches
Premiums
Video Tapes
Compact Discs
Pre-recorded Cassettes and Videos
Accessories
Furniture
Recoton
Software Storage
Cellular Telephones
Computer Software
Laser Discs
Facsimile Machines

<PAGE>

BEST BUY CO., INC.

1987
EMPLOYEE NON-QUALIFIED
STOCK OPTION PLAN

A. PURPOSE.

The purpose of this Employee Non-Qualified Stock Option Plan ("Plan") is to
further the growth and general prosperity of Best Buy Co., Inc. ("Company") by
enabling current key employees of the Company, who have been or will be given
responsibility for the administration of the affairs of the Company and upon
whose judgment, initiative and effort the Company was or is largely dependent
for the successful conduct of its business, to acquire shares of the common
stock of the Company under the terms and conditions and in the manner
contemplated by this Plan, thereby increasing their personal involvement in the
Company and enabling the Company to obtain and retain the services of such
employees. Options granted under the Plan are intended to be options which do
not meet the requirements of Section 422A of the Internal Revenue Code of 1986,
as amended.

B. ADMINISTRATION.

This Plan shall be administered by the Compensation Committee of the
Company's Board of Directors (the "Committee"). Options may not be granted to
any person while serving on the Committee unless approved by a majority of the
disinterested members of the Board of Directors. Subject to such orders and
resolutions not inconsistent with the provisions of this Plan as may from time
to time be issued or adopted by the Board of Directors, the Committee shall have
full power and authority to interpret the Plan and, to the extent contemplated
herein, shall exercise the discretion granted to it regarding participation in
the Plan and the number of shares to be optioned and sold to each participant.

All decisions, determinations and selections made by the Committee
pursuant to the provisions of the Plan and applicable orders and resolutions of
the Board of Directors shall be final. Each option granted shall be evidenced
by a written agreement containing such terms and conditions as may be approved
by the Committee and which shall not be inconsistent with the Plan and the
orders and resolutions of the Board of Directors with respect thereto.

C. ELIGIBILITY AND PARTICIPATION.

Options may be granted under the Plan to (i) key executive personnel,
including officers, senior management employees and members of the Board of
Directors who are employees of the Company; (ii) staff management employees,
including managers, supervisors, and their functional equivalents for:
warehousing, service, merchandising, leaseholds, installation, and finance and
administration; (iii) line management employees, including retail

<PAGE>

store and field managers, supervisors and their functional equivalents; and
(iv) any employee having served the Company continuously for a period of not
less than ten (10) years. The Committee shall grant to such participants
options to purchase shares in such amounts as the Committee shall from time to
time determine.

D. SHARES SUBJECT TO THE PLAN.

Subject to adjustment as provided in Section E. herein, an aggregate of
3,625,000 shares of $0.10 par value common stock of the Company shall be subject
to this Plan from authorized but unissued shares of the Company. Such number
and kind of shares shall be appropriately adjusted in the event of any one or
more stock splits, reverse stock splits or stock dividends hereafter paid or
declared with respect to such stock. If, prior to the termination of the Plan,
shares issued pursuant hereto shall have been repurchased by the Company
pursuant to this Plan, such repurchased shares shall again become available for
issuance under the Plan.

Any shares which, after the effective date of this Plan, shall become
subject to valid outstanding options under this Plan may, to the extent of the
release of any such shares from option by termination or expiration of option(s)
without valid exercise, be made the subject of additional options under this
Plan.

E. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

In the event of a merger, consolidation, reorganization, stock dividend,
stock split, or other change in corporate structure or capitalization affecting
the common shares of the Company, an appropriate adjustment shall be made in the
maximum number of shares available to any one individual and in the number,
kind, exercise price, etc., of shares subject to options granted under the Plan
as may be determined by the Committee.

F. TERMS AND CONDITIONS OF OPTIONS.

The Committee shall have the power, subject to the limitations contained in
this Plan, to prescribe any terms and conditions in respect of the granting or
exercise of any option under this Plan and, in particular, shall prescribe the
following terms and conditions:

(1) Each option shall state the number of shares to which it
pertains.

-2-

<PAGE>

the date of grant. Payment of the Exercise Price shall be made at the time
the shares are sold hereunder by certified or cashier's check payable to
the Company.

(3) An option shall be exercisable in whole or in part (but not as to
less than twenty-five percent of the original aggregate amount of shares of
common stock made subject to the option) with respect to the shares
included therein until the earlier of (a) the close of business on the
tenth day prior to the proposed effective date of (i) any merger or
consolidation of the Company with any other corporation or entity as a
result of which the holders of the common stock of the Company will own
less than a majority voting control of the surviving corporation; (ii) any
sale of substantially all of the assets of the Company or (iii) any sale of
common stock of the Company to a person not a stockholder on the date of
issuance of the option who thereby acquires majority voting control of the
Company, subject to any such transaction actually being consummated, or (b)
4:00 p.m., local standard time, in Minneapolis, Minnesota, on the date five
(5) years after the date the option was granted. The Company shall give
written notice to the optionee not less than 30 days prior to the proposed
effective date of any of the transactions described in (a) above.

(4) Except in the event of death, an option shall be exercisable with
respect to the shares included therein not earlier than the date one (1)
year following the date of grant of the option, nor later than the date
five (5) years following the date of grant of the option, and, during each
year that the option may be exercised, the optionee may exercise such
optionee's right to acquire only twenty-five percent (25%) of the shares
subject to such option together with any shares that the optionee had
previously been able to exercise.

(5) Except as in the event of death, an option may be exercised only
by the optionee while such optionee is, and has continually been, since the
date of the grant of the option, an employee of the Company. If the
continuous employment of an optionee terminates by reason of death, an
option granted hereunder held by the deceased employee may be exercised to
the extent of all shares subject to the option within one (1) year
following the date of death, but in no event later than five (5) years
after the date of grant of such option, by the person or persons to whom
the participant's rights under such option shall have passed by will or by
the applicable laws of descent and distribution.

(6) An option shall be exercised when written notice of such exercise
has been given to the Company at its principal business office by the
person entitled to exercise the option

-3-

<PAGE>

and full payment for the shares with respect to which the option is
exercised has been received by the Company. Until the stock certificates
are issued, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to optioned shares, notwithstanding
the exercise of the option.

G. OPTIONS NOT TRANSFERRABLE.

Options under the Plan may not be sold, pledged, assigned or transferred in
any manner, whether by operation of law or otherwise except by will or the laws
of descent, and may be exercised during the lifetime of an optionee only by such
optionee.

H. AMENDMENT OR TERMINATION OF THE PLAN.

The Board of Directors of the Company may amend this Plan from time to time
as it may deem advisable and may at any time terminate the Plan, provided that
any such termination of the Plan shall not adversely affect options already
granted and such options shall remain in full force and effect as if the Plan
had not been terminated.

I. AGREEMENT AND REPRESENTATIONS OF PARTICIPANTS.

As a condition precedent to the exercise of any option or portion thereof,
the Company may require the person exercising such option to represent and
warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required under the Securities Act of 1933 or any other applicable law,
regulation or rule of any governmental agency.

In the event legal counsel to the Company renders an opinion to the Company
that shares for options exercised pursuant to this Plan cannot be issued to the
optionee because such action would violate any applicable federal or state
securities laws, then in that event the optionee agrees that the Company shall
not be required to issue said shares to the optionee and shall have no liability
to the optionee other than the return to optionee of amounts tendered to the
Company upon exercise of the option.

J. EFFECTIVE DATE AND TERMINATION OF THE PLAN.

The Plan shall become effective as of May 1, 1987 if approved thereafter by
the Stockholders of the Company. The Plan shall terminate on the earliest of:

(1) The date when all the common shares available under the Plan
shall have been acquired through the exercise of options granted under the
Plan; or

-4-

<PAGE>

(2) Ten (10) years after the date of approval of the Plan by the
Stockholders of the Company; or

(3) Such other earlier date as the Board of Directors of the Company
may determine.

K. FORM OF OPTION.

Options shall be issued in substantially the same form as Exhibit "A"
attached hereto or in such other form as the Compensation Committee or the board
may approve.

-5-

<PAGE>

EXHIBIT A

BEST BUY CO., INC.
1987 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN CERTIFICATE

This certifies that the Compensation Committee appointed by the Board of
Directors of the Company has awarded

______________________________________

the right, option and privilege of purchasing __________ shares of the Company's
Common Stock pursuant to a stock option grant made on ________, 199__, under the
1987 Employee Non-Qualified Stock Option Plan at the price of $_____ per share.
The shares subject to this option may be purchased, subject to the conditions on
the reverse side of this certificate, as follows:

______________________________________________ shares on or after _____________,
(25% of the total number of shares granted)

199_, 25% of the shares subject to this option each year thereafter together
with any unpurchased shares that were previously eligible for purchase.
However, in no event shall this option extend beyond _________, 19__, and it
may terminate earlier in accordance with the terms of the Plan.

The Company has caused this option certificate to be executed by its duly
authorized officer effective _______, 199_.

NOT TRANSFERABLE.
Richard M. Schulze
Founder, Chairman & CEO
VOID AFTER ________, 199_,
________ Total Shares at $____ each. OR EARLIER AS PROVIDED
HEREIN.
<PAGE>

BEST BUY CO., INC. 1987 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN

SUMMARY OF CONDITIONS.

All terms and conditions of the Best Buy Co., Inc. 1987 Employee Non-Qualified
Stock Option Plan are incorporated herein by this reference. Please consult the
Plan for your rights thereunder. Any conflict between any summary provisions
stated in this certificate and any provision stated in the Plan will be governed
by the Plan.

TIME.

You may exercise this option to purchase shares of the Company's common stock
based on the schedule shown on the reverse side of this certificate UNTIL THE
EARLIER OF:

(a) 4:00 p.m. local standard time, in Minneapolis, MN, on _____, 199_, or
(b) the date you are longer an employee of the Company*, or
(c) the close of business on the 10th day prior to the proposed effective
date of:
(i) any merger or consolidation of the Company in which holders
of the Common Stock of the Company will own less than a
majority voting control of the surviving corporation, or
(ii) any sale of substantially all of the assets of the Company,
or
(iii) any sale of the Common Stock of the Company to a person, not
a shareholder on the date of issuance of the option, who
thereby acquires majority voting control of the Company.

* Except in the event of death, you are eligible to exercise this option only
while YOU ARE AND HAVE CONTINUOUSLY BEEN, since the date of the grant of
the option, an employee of Best Buy. If you die during the period of your
employment, the executors of your estate or heirs may exercise this option
within one year of the date of your death, but in no event later than five
(5) years after the date of grant of this option.

MANNER OF EXERCISE.

You may exercise the ELIGIBLE PORTION of your option by completing the Exercise
of Stock Option Form and mailing it to the Employee Benefits Manager at the
principal office of the Company, specifying the number of shares to be
purchased, and tendering payment of the option exercise price for such shares.
As promptly as practical thereafter, the Company will issue a stock certificate
to you or your designee for the number of shares purchased.

-2-

<PAGE>

RESTRICTIONS.

(a) This option is NOT TRANSFERABLE OR ASSIGNABLE during your lifetime.
(b) You may NOT PLEDGE OR ENCUMBER this option.
(c) This option may NOT be exercised at a time when the exercise of the
option or the issuance of shares thereunder would constitute a
violation of any federal or state law, or the rules of any stock
exchange whereon the Company's stock is listed.

DILUTION.

If at any time prior to the expiration of this option, the Company effects a
stock dividend, stock split, reorganization, recapitalization, combination of
shares or similar capital adjustment, the Company will equitably adjust the
number, kind and purchase price of shares of common stock subject to this option
so that you will be entitled to purchase, for the same aggregate purchase price,
the number of shares you would have held immediately after such capital
adjustment if you had exercised your option immediately prior to such capital
adjustment.

MISCELLANEOUS.

This option and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by both parties except as specifically
outlined in other plan provisions. This option shall be construed and enforced
in accordance with and governed by the laws of Minnesota.

-3-

<PAGE>

BEST BUY CO., INC.

1994
FULL-TIME EMPLOYEE NON-QUALIFIED
STOCK OPTION PLAN

A. PURPOSE.

The purpose of this Full-Time Employee Non-Qualified Stock Option Plan
("Plan") is to further the growth and general prosperity of Best Buy Co., Inc.
("Company") by enabling full-time employees of the Company to acquire shares of
the common stock of the Company under the terms and conditions and in the manner
contemplated by this Plan, thereby increasing their personal interest in the
success of the Company and enabling the Company to obtain and retain the
services of such employees. Options granted under the Plan are intended to be
options which do not meet the requirements of Section 422A of the Internal
Revenue Code of 1986, as amended.

B. ADMINISTRATION.

C. ELIGIBILITY AND PARTICIPATION.

Options may be granted under the Plan to any full-time employee of the
Company who is not an officer of the Company. The Committee shall grant to such
participants options to purchase shares in such amounts as the Committee shall
from time to time determine.

D. SHARES SUBJECT TO THE PLAN.

Subject to adjustment as provided in Section E. herein, an aggregate of
750,000 shares of $0.10 par value common stock of the

<PAGE>

Company shall be subject to this Plan from authorized but unissued shares of the
Company. Such number and kind of shares shall be appropriately adjusted in the
event of any one or more stock splits, reverse stock splits or stock dividends
hereafter paid or declared with respect to such stock. If, prior to the
termination of the Plan, shares issued pursuant hereto shall have been
repurchased by the Company pursuant to this Plan, such repurchased shares shall
again become available for issuance under the Plan.

E. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

F. TERMS AND CONDITIONS OF OPTIONS.

The Committee shall have the power, subject to the limitations contained
in this Plan, to prescribe any terms and conditions in respect of the granting
or exercise of any option under this Plan and, in particular, shall prescribe
the following terms and conditions:

(1) Each option shall state the number of shares to which it
pertains.

(2) The Committee shall determine the price at which shares shall
be sold to participants hereunder (the "Exercise Price"), provided however
that in no event shall the Exercise Price be less than the fair market
value of the stock as of the date of grant. Payment of the Exercise Price
shall be made at the time the shares are sold hereunder by cash or check
payable to the Company.

-2-

<PAGE>

of the Company will own less than a majority voting control of the
surviving corporation; (ii) any sale of substantially all of the assets of
the Company or (iii) any sale of common stock of the Company to a person
not a stockholder on the date of issuance of the option who thereby
acquires majority voting control of the Company, subject to any such
transaction actually being consummated, or (b) 4:00 p.m., local standard
time, in Minneapolis, Minnesota, on the date four (4) years after the date
the option was granted. The Company shall give written notice to the
optionee not less than 30 days prior to the proposed effective date of any
of the transactions described in (a) above.

(4) Except in the event of death, an option shall be exercisable
with respect to the shares included therein not earlier than the date one
(1) year following the date of grant of the option, nor later than the
date four (4) years following the date of grant of the option, and,
during the first year that the option may be exercised, the optionee may
exercise such optionee's right only to the extent of fifty percent (50%)
of the shares subject to such option.

(5) Except in the event of death, an option may be exercised only
by the optionee while such optionee is, and has continually been, since
the date of the grant of the option, an employee of the Company. If the
continuous employment of an optionee terminates by reason of death, an
option granted hereunder held by the deceased employee may be exercised to
the extent of all shares subject to the option within one (1) year
following the date of death, but in no event later than four (4) years
after the date of grant of such option, by the person or persons to whom
the participant's rights under such option shall have passed by will or by
the applicable laws of descent and distribution.

(6) An option shall be exercised when written notice of such
exercise has been given to the Company at its principal business office by
the person entitled to exercise the option and full payment for the shares
with respect to which the option is exercised has been received by the
Company. Until the stock certificates are issued, no right to vote or
receive dividends or any other rights as a shareholder shall exist with
respect to optioned shares, notwithstanding the exercise of the option.

G. OPTIONS NOT TRANSFERRABLE.

Options under the Plan may not be sold, pledged, assigned or transferred
in any manner, whether by operation of law or otherwise except by will or the
laws of descent, and may be exercised during the lifetime of an optionee only by
such optionee.

-3-
<PAGE>

H. AMENDMENT OR TERMINATION OF THE PLAN.

The Board of Directors of the Company may amend this Plan from time to
time as it may deem advisable and may at any time terminate the Plan, provided
that any such termination of the Plan shall not adversely affect options already
granted and such options shall remain in full force and effect as if the Plan
had not been terminated.

I. AGREEMENT AND REPRESENTATIONS OF PARTICIPANTS.

In the event legal counsel to the Company renders an opinion to the
Company that shares for options exercised pursuant to this Plan cannot be issued
to the optionee because such action would violate any applicable federal or
state securities laws, then in that event the optionee agrees that the Company
shall not be required to issue said shares to the optionee and shall have no
liability to the optionee other than the return to optionee of amounts tendered
to the Company upon exercise of the option.

J. EFFECTIVE DATE AND TERMINATION OF THE PLAN.

The Plan shall be effective as of April 4, 1994 if approved thereafter by
the Shareholders of the Company. The Plan shall terminate on the earliest of:

(1) The date when all the common shares available under the Plan
shall have been acquired through the exercise of options granted under the
Plan; or

(2) Ten (10) years after the date of approval of the Plan by the
Shareholders of the Company; or

(3) Such other earlier date as the Board of Directors of the
Company may determine.

K. FORM OF OPTION.

Options shall be issued in substantially the form as the Compensation
Committee or the Board may approve.

-4-

<PAGE>

CERTIFICATE OF RESOLUTIONS

I, Elliot S. Kaplan, the Secretary of Best Buy Co., Inc., a Minnesota
corporation, do hereby certify that the following resolutions were duly adopted
by the Directors of this corporation at a special meeting held March 30, 1994,
and that said resolutions are still in full force and effect:

RESOLVED:

Subject to shareholder approval of the foregoing bonus plan, the
bonuses payable to the senior officers of this corporation in respect of
fiscal 1995 shall be in amounts equal to the percentage of each officer's
base salary set forth opposite the level of actual net income for fiscal
1995, as listed below:

Actual
Net Income % of Base Salary
---------- ----------------
<S> <C>
At least Budget 33-1/3%
At least 110% of Budget 40%
At least 120% of Budget 50%
</TABLE>

RESOLVED
FURTHER:

For purposes of the foregoing resolutions, the "base salary" for any
officer shall be the base salary established for such officer effective as
of April 1 of the particular fiscal year, notwithstanding any change in an
officer's base salary during such fiscal year.

Dated: May 19, 1994.

/s/Elliot S. Kaplan
-------------------------------
Elliot S. Kaplan
Secretary

<PAGE>

Exhibit 11.1

BEST BUY CO., INC.

COMPUTATION OF EARNINGS PER COMMON SHARE

<TABLE>
<CAPTION>
February 26, February 27, February 29,
For the three years ended: 1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Earnings:

Earnings before cumulative effect of
change in accounting principle
available to common shares $41,710,000 $19,855,000 $ 9,601,000

Cumulative effect of change in
accounting for income taxes (425,000)
----------- ----------- -----------
Net earnings available to
common shares $41,285,000 $19,855,000 $ 9,601,000
----------- ----------- -----------
----------- ----------- -----------
Shares:

Weighted average common shares
outstanding 40,036,000 33,874,000 27,390,000

Adjustment:
Assumed issuance of shares purchased
under stock option plans 1,300,000 902,000 1,458,000
----------- ----------- -----------

Total common equivalent shares -
Primary 41,336,000 34,776,000 28,848,000
----------- ----------- -----------
----------- ----------- -----------

Earnings per common and common equivalent
share:

Primary:
Earnings before cumulative effect of
change in accounting principle $1.01 $.33 $.57

Cumulative effect of change in
accounting for income taxes (.01)
----- ----- -----
Net earnings (loss) $1.00 $.33 $.57
----- ----- -----
----- ----- -----
</TABLE>

Note: The computation of earnings per common share assuming full dilution is
substantially the same as set forth above.

exh11.1
<PAGE>

BEST BUY CO., INC.

SCHEDULE V - PROPERTY & EQUIPMENT

<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
FOR THE YEAR BEGINNING OF ADDITIONS AT OTHER END OF
ENDED CLASSIFICATION PERIOD COST[1] RETIREMENTS CHANGES PERIOD
- - ----- -------------- ------ ---- ----------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
February 26, 1994 Land and buildings $ 45,676,000 $ 36,651,000 $(44,667,000)[4] $ 37,660,000
Property under capital leases 14,163,000 3,707,000 17,870,000
Leasehold improvements 33,222,000 23,556,000 $(1,499,000)[2] 55,279,000
Furniture, fixtures, &
equipment 76,806,000 50,163,000 (4,286,000)[2] 122,683,000
------------ ------------ ----------- ------------ ------------
Total $169,867,000 $114,077,000 $(5,785,000) $(44,667,000) $233,492,000
------------ ------------ ----------- ------------ ------------
------------ ------------ ----------- ------------ ------------
February 27, 1993 Land and buildings $ 12,573,000 $ 33,103,000 $ 45,676,000
Property under capital leases 5,645,000 8,705,000 $ (187,000)[3] 14,163,000
Leasehold improvements 19,105,000 14,777,000 $ (660,000) 33,222,000
Furniture, fixtures, &
equipment 50,556,000 27,011,000 (948,000)[2] 187,000 [3] 76,806,000
------------ ------------ ----------- ------------ ------------
Total $ 87,879,000 $ 83,596,000 $(1,608,000) $ 0 $169,867,000
------------ ------------ ----------- ------------ ------------
------------ ------------ ----------- ------------ ------------
February 29, 1992 Land and buildings $ 6,022,000 $ 6,551,000 $ 12,573,000
Property under capital leases 1,675,000 3,970,000 5,645,000
Leasehold improvements 15,432,000 3,673,000 19,105,000
Furniture, fixtures, &
equipment 37,750,000 15,055,000 (2,249,000)[2] $ 50,556,000
------------ ------------ ----------- ------------ ------------
Total $ 60,879,000 $ 29,249,000 $(2,249,000) $ 0 $ 87,879,000
------------ ------------ ----------- ------------ ------------
------------ ------------ ----------- ------------ ------------
<FN>
[1] Additions due to the opening of new stores and the remodel/relocation of
existing stores and in fiscal 1994 the acquisition of a corporate office
and related furniture, fixtures and equipment.
[2] Retirements due to the remodel/relocation of existing stores.
[3] Exercised a purchase option at the end of the lease.
[4] Sale of land and building as part of a sale leaseback transaction of 17
owned stores in April, 1993.
</TABLE>

<PAGE>

BEST BUY CO., INC.

SCHEDULE VI - ACCUMULATED DEPRECIATION & AMORTIZATION OF PROPERTY & EQUIPMENT

<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING ADDITIONS OTHER END OF
FOR THE YEAR ENDED CLASSIFICATION OF PERIOD AT COST[1] RETIREMENTS CHANGES[2] PERIOD[1]
- - ------------------ -------------- --------- ------- ----------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
February 26, 1994 Land and buildings $ 507,000 $ 213,000 $(523,000) $ 197,000
Property under capital leases 2,103,000 2,327,000 4,430,000
Leasehold improvements 8,443,000 4,180,000 $(1,040,000) 11,583,000
Furniture, fixtures, & equipment 32,372,000 15,638,000 (3,452,000 44,558,000
----------- ----------- ----------- --------- -----------
Total $43,425,000 $22,358,000 $(4,492,000) $(523,000) $60,768,000
----------- ----------- ----------- --------- -----------
----------- ----------- ----------- --------- -----------

February 27, 1993 Land and buildings $ 146,000 $ 361,000 $ 507,000
Property under capital leases 1,172,000 1,118,000 $(187,000) 2,103,000
Leasehold improvements 6,112,000 2,569,000 $ (238,000) 8,443,000
Furniture, fixtures, & equipment 22,199,000 10,784,000 (798,000) (187,000) 32,372,000
----------- ----------- ----------- --------- -----------

Total $29,629,000 $14,832,000 $(1,036,000) $ 0 $43,425,000
----------- ----------- ----------- --------- -----------
----------- ----------- ----------- --------- -----------

February 29, 1992 Land and buildings $ 17,000 $ 129,000 $ 146,000
Property under capital leases 544,000 628,000 1,172,000
Leasehold improvements 4,461,000 1,651,000 6,112,000
Furniture, fixtures, & equipment 16,285,000 $ 7,605,000 $(1,691,000) 22,199,000
----------- ----------- ----------- --------- -----------
Total $21,307,000 $10,013,000 $(1,691,000) $ 0 $29,629,000
----------- ----------- ----------- --------- -----------
----------- ----------- ----------- --------- -----------
<FN>
[1] The annual provision for depreciation has been computed principally in
accordance with the following depreciable lives:
Buildings 35 Years
Capital Leases/Leasehold Improvements Shorter of the estimated useful
lives or lease periods
Furniture, Fixtures, & Equipment 3 to 10 Years

[2] See Description of Changes in Schedule V - Property & Equipment
</TABLE>

<PAGE>

BEST BUY CO., INC.

SCHEDULE IX - SHORT-TERM BORROWINGS

<TABLE>
<CAPTION>
End of
period Maximum Average Weighted
weighted amount amount average
Category of Balance average outstanding outstanding interest rate
aggregate short- at end interest during during the during the
Period term borrowings of period rate[1] the period period[2] period[1,3]
- - ---------------------- --------------- ---------- ---- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Year ended
February 27, 1994 Bank 0 --- $15,800,000 $ 529,000 4.4

Other financial
institutions 11,156,000 --- 76,883,000 29,271,000 --

Year ended
February 27, 1993 Bank 3,700,000 4.7 57,200,000 14,534,000 5.1

Other financial
institutions 4,871,000 --- 58,490,000 10,871,000 --

Year ended
February 29, 1992 Bank 0 --- 27,800,000 1,197,000 9.1

Other financial
institutions 4,174,000 --- 7,845,000 4,410,000 --

<FN>
[1] The Company has two inventory financing credit lines. Each financing line
has a provision which gives the financing source a portion of the cash
discount provided by the manufacturer. In addition, the Company has a
revolving line of credit with a bank, which provided available borrowings
of up to $125,000,000 during fiscal 1994.

[2] Computed by summing the average monthly balances for the year and dividing
by the number of months in the year.

[3] Computed by summing the monthly interest charges and dividing by the
average amount outstanding during the period.
</TABLE>

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- - --------------------------------------------------------------------------------

RESULTS OF OPERATIONS

In the past two fiscal years, Best Buy has more than doubled the number of
retail locations it operates, revenues have increased by 223% and earnings have
increased by 334%. The fiscal year ended February 26,1994, was highlighted by
the opening of 40 new stores, including entries into the major markets of
Atlanta, Detroit and Phoenix. These new stores, combined with a full year of
operations at the 38 stores opened in the prior year and substantial increases
in computer sales, were the most significant factors in generating revenues of
$3.007 billion in fiscal 1994, an increase of 86% compared to $1.620 billion in
fiscal 1993. Revenues in fiscal 1993 were 74% above the $930 million reported
in fiscal 1992.

Operating income as a percentage of sales increased in fiscal 1994 to 2.6%
compared to 2.2% in fiscal 1993 and 2.0% in fiscal 1992. The increase in
revenues and leveraging of the Company's selling, general and administrative
expenses more than offset lower gross profit margins. Earnings more than
doubled for the third year in a row, increasing 110% in fiscal 1994 to $41.7
million. Fiscal 1993 earnings of $19.9 million were 107% higher than the $9.6
million reported in fiscal 1992. Earnings per share, which reflect a
three-for-two stock split in fiscal 1994 and a subsequent two-for-one stock
split in April 1994, rose 77% to $1.01 as compared to $.57 in fiscal 1993 and
$.33 in fiscal 1992. The earnings noted for fiscal 1994 are before a cumulative
effect adjustment related to adopting the provisions of FAS 109 "Accounting for
Income Taxes."

REVENUES

The following table presents the Company's revenues, percentage increases in
revenues, comparable store sales increases, average revenues per store and
number of stores open for each of the last three fiscal years.

1994 1993 1992
---------- ---------- -----------
($ amounts in 000)
<S> <C> <C> <C>
Revenues . . . . . . . . . . . $3,007,000 $1,620,000 $930,000
Percentage increase
in revenues. . . . . . . . . 86% 74% 40%
Comparable store
sales increase . . . . . . . 27% 19% 14%
Average revenues
per store. . . . . . . . . . $ 22,600 $ 17,600 $ 14,300
Number of stores
open at end of year. . . . . 151 111 73

</TABLE>

Sales levels achieved at stores in the new markets Best Buy entered in fiscal
1994 have been higher on average than the Company's existing markets, which is
particularly significant in light of well established competition in the new
markets. Increasing consumer confidence, improving economic conditions,
increasing market share and expanded product lines contributed to the year over
year increases in sales at existing stores. Strong comparable store sales gains
were achieved for the third year in a row despite a very competitive retail
environment. The comparable store sales growth in fiscal 1994 was driven by a
significant increase in sales of computers which experienced a comparable store
sales increase of 69% over fiscal 1993. Sales of home office products, which
include computers and related equipment, increased to $1.042 billion compared to
$434 million in fiscal 1993 and $203 million in fiscal 1992. In fiscal 1994,
the Company significantly expanded its selection of computer products to include
such name brands as Apple, Compaq, Dell, Hewlett Packard and Toshiba. The home
office product category was 35% of total Company sales in fiscal 1994, up from
27% in fiscal 1993. Sales in the entertainment software category, which
includes compact discs, computer software and prerecorded cassettes and videos,
increased to 12% of total sales in fiscal 1994 from 9% in fiscal 1993.
Management expects that the growth in the home office and entertainment software
categories will continue to exceed the growth in other categories and that
computers will represent an increasing percentage of total Company sales.

_________________________
BEST BUY CO., INC. 14

<PAGE>

- - --------------------------------------------------------------------------------
(continued)

The 74% increase in revenues in fiscal 1993 compared to fiscal 1992 was the
result of the addition of 38 stores and comparable store sales increase of 19%.
The Company opened 14 stores in the Chicago market in fiscal 1993 and added
another 10 stores to this market in fiscal 1994.

The conversion of stores to the Concept II store format was completed in fiscal
1994 with the conversion of the remaining 23 traditional stores. All 151 stores
operated by the Company are now using the non-commissioned format the Company
introduced in fiscal 1990. In addition, during fiscal 1994, the Company
increased its prototype store sizes to 36,000 and 45,000 square feet, compared
to mainly 28,000 square foot stores in prior years. This increased space has
enabled the Company to offer a greater product selection and generate higher
sales volume per store. In particular, the additional space has been used to
accomodate the growing home office and entertainment software product
categories.

In June 1993, the Company introduced its private label credit card program and
expanded its offerings of consumer financing alternatives. These financing
options include combinations of no interest and deferred payments, depending on
the length of the financing term. At February 26, 1994, there were over 700,000
cardholders with available credit exceeding $1.5 billion. Management believes
that the availability of these financing offers and the increased store size
have contributed to the comparable store sales increases and the success of the
new stores.

Revenues from extended service plans declined to .7% of total revenues in fiscal
1994 compared to 1.3% in fiscal 1993 and 2.2% in fiscal 1992. The decline is
due not only to increasing product sales but to the Company's decision to reduce
its emphasis on the sale of these plans. The Company also sells these plans at
prices substantially below its competitors and has occasionally included these
plans as promotional items with selected product sales.

The Company's expansion plans for fiscal 1995 include the opening of
approximately 50 new stores. New markets to be entered are primarily in the
eastern and southeastern United States, along with Los Angeles and Las Vegas in
the west. In addition to the new markets that the Company will be entering,
approximately 15 of the new stores will be added to existing markets to maximize
the return on advertising costs and other fixed costs of operation. The
prototype store size for most of the stores to be opened in fiscal 1995 is
approximately 45,000 square feet. Management expects that changing technology,
in particular in the home office market for multimedia computer systems and
software, coupled with new product introductions, including direct broadcast
satellite, will be factors in increasing sales volume at existing and future
stores.

COMPONENTS OF EARNINGS

The following table sets forth selected operating results as a percentage of
revenues for each of the last three fiscal years.

<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Gross profit . . . . . . . . . 15.2% 17.5% 19.5%
Selling, general and
administrative expenses. . . 12.6 15.3 17.5
Operating Income . . . . . . . 2.6 2.2 2.0
Earnings before accounting
change . . . . . . . . . . . 1.4 1.2 1.0
</TABLE>

Gross profit margin over the past three fiscal years has been impacted by
promotional pricing associated with the entry into several new competitive
markets, the change in sales mix towards lower margin computer products, the
reduced emphasis on the sale of higher margin extended service plans and the
increased competition in most of the Company's product

_________________________
15 BEST BUY CO., INC.
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- - --------------------------------------------------------------------------------
(continued)

categories. While competition in the new markets entered during fiscal 1994 and
1993 resulted in lower product margins, sales in these markets have exceeded
initial expectations as the Company believes its retail format and marketing
programs have quickly provided it with significant market share. An increase in
inventory shrink also impacted profit margins in fiscal 1994. Profit from
extended service plans, before allocation of any selling, general and
administrative expenses, was $12.5 million in fiscal 1994, up from $12.0 million
in fiscal 1993 and $12.3 million in fiscal 1992.

Management expects that competition in all product categories will remain strong
in the coming year and pressure on margins will continue although the annual
rate of decline is expected to slow. Management believes that its full service
capabilities, financing alternatives and low operating expenses are distinct
advantages over other retailers which will result in increasing market share.
Management also anticipates that the increased sales volume will enable the
Company to purchase merchandise at more favorable prices, somewhat mitigating
the impact of price competition.

Selling, general and administrative expenses declined to 12.6% of sales in
fiscal 1994, compared to 15.3% and 17.5% in fiscal 1993 and 1992,
respectively. The decline in this ratio has more than offset the reduction in
gross profit margin. As the Company added stores and generated increased sales
volume per store, the ability to leverage those fixed costs of operations has
increased. The addition of stores within markets also increases the cost
effectiveness of the Company's advertising expenditures. Sales per employee
have increased over each of the last three years as the corporate and support
functions handle increased volumes without proportionally increasing costs. The
transition to a non-commissioned sales environment has also reduced the
operating expense ratio. Pre-opening costs totaled $7.3 million in fiscal 1994
compared to $6.2 million in fiscal 1993 and $2.3 million in fiscal 1992.
Management expects that selling, general and administrative expenses will
continue to decline as a percentage of sales.

Interest expense in fiscal 1994 increased over the prior two years as a result
of the financing used for store development and higher inventories to support
the sales growth. Interest on the Company's senior subordinated notes, issued in
October 1993, was the principal reason for the higher interest expense in 1994.

The Company's effective tax rate in fiscal 1994 increased to 39.0% principally
as a result of the increase in the federal statutory rate to 35%. Changes in
the mix of states in which the Company does business and the level of tax-exempt
investment income have also impacted the Company's effective tax rate in the
last three years. The Company adopted the provisions of FAS 109 "Accounting for
Income Taxes," effective as of the beginning of fiscal 1994. The effect of the
adoption was a charge to net earnings of $425,000, or $.01 per share. At
February 26,1994, the Company had deferred tax assets of $20 million which are
expected to be recovered through future taxable income.

LIQUIDITY AND CAPITAL RESOURCES

Best Buy has financed its growth over the last two fiscal years primarily
through the use of capital raised in the public markets. Funds from operations
and other financing transactions have also been used to support the significant
growth. Since November 1991, the Company has raised approximately $175 million
through the issuance of Common Stock, including $86 million in net proceeds of
a 7.02 million share public offering in

_________________________
BEST BUY CO., INC. 16
<PAGE>

- - --------------------------------------------------------------------------------
(continued)

May 1993. The Company's issuance of $150 million senior subordinated notes in
October 1993 resulted in proceeds to the Company of $146 million, after
underwriting costs. The sale and leaseback of 17 stores in April 1993 also
generated $44 million in cash.

Proceeds from these financing transactions were used for the development of
stores and to increase inventories to the level required to support the higher
sales volumes reported in the last two fiscal years. In the past two years the
Company more than doubled the number of stores it operates, opening 38 new
stores in fiscal 1993, followed by 40 stores in fiscal 1994. Capital
expenditures of $101 million in fiscal 1994 and $75 million in fiscal 1993
included new store site acquisition and development costs of approximately $50
million. In addition to new stores, the Company undertook remodeling and
expansion projects to complete the conversion of its stores to the Concept II
store format in fiscal 1994. These renovations accommodate the space
requirements necessary for the increasing levels of computer and entertainment
software sales. In those locations where expansion was not practical the Company
relocated stores to a larger location. Management expects this trend of
relocation of selected stores to higher sales volume locations and expansion of
selling space at existing stores to continue in locations where economic
conditions warrant.

Current assets increased to $765 million at February 26, 1994, compared to $305
million at February 27, 1993, primarily as a result of the increased inventory
levels supporting the higher sales. The addition of 40 new stores and store
expansions and relocations added approximately $180 million in inventory. The
balance of the inventory increase reflects additional inventory in the Company's
distribution facilities for the replenishment of the new stores, higher
inventory levels in the existing stores to improve the Company's overall product
in-stock position, an expanded product assortment, and the higher sales growth
being experienced. Increases in trade payables and secured inventory financing
arrangements supported approximately 50% of the increase in inventory.
Receivables, which consist principally of receivables from credit card sales,
increased due to the higher sales volume reported in February 1994 as compared
to February 1993. Receivables from sales on the Company's private label credit
card are sold without recourse to an unrelated third party.

The Company currently has a revolving credit facility that provides for
borrowings of $40 million throughout the year and an additional $85 million on
a seasonal basis. Borrowings under the facility are unsecured and are limited
to a borrowing base based upon certain percentages of inventories. This
agreement expires June 30, 1995, and the Company has an option to extend the
facility for an additional year. The Company also has $175 million available
under financing facilities provided by unrelated commercial credit corporations.
The $150 million of senior subordinated notes issued in October 1993 are due in
2000 and pay semi-annual interest at 8-5/8%. In fiscal 1994, the Company
acquired its new corporate headquarters using an $8.7 million contract for deed
due in June 1996.

The Company's announced expansion plans for fiscal 1995 include the addition of
approximately 50 new stores. The Company will also expand its distribution
capabilities through the construction of a 700,000 square foot facility in
Virginia and the addition of 200,000 square feet to its facility in Oklahoma.
In addition, the Company intends to add a 240,000 square foot entertainment
software distribution facility in Minneapolis and a distribution center to
service stores in the western states. The Company's practice is to lease,
rather than own, it's retail locations. Conditions in certain markets will
require the Company to acquire and develop certain of the new store sites. The
Company expects that it

_________________________
17 BEST BUY CO., INC.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
- - --------------------------------------------------------------------------------
(continued)

may develop up to half of the new stores to be opened in fiscal 1995.
Management is pursuing a number of financing alternatives for the development
and lease of these locations, including sale/leaseback transactions and lease
programs. Each new store requires on average $3.0 million in working capital
for merchandise inventory (net of vendor financing), fixtures and leasehold
improvements. Management expects that there will be adequate funds available
at reasonable rates to finance the $200 million of planned capital expenditures
in fiscal 1995. Approximately $130 million is expected to be recovered through
sale/leaseback transactions or other long term lease financing arrangements.

The increase in the number of stores and the addition of distribution
facilities, as well as the expansion of selected product lines, will increase
the level of inventory. The Company's vendors have traditionally supplied
approximately 50% of the inventory financing through normal trade terms and this
practice is expected to continue. Management expects that the growth in stores
and sales volume in fiscal 1995 will need to be financed, in part, through an
increase in the borrowing capacity of the bank revolving credit facility.
Management believes that the borrowing capacity and terms of an increased credit
facility will be successfully negotiated and will meet the Company's working
capital needs for the coming year.

QUARTERLY RESULTS AND SEASONALITY

Similar to most retailers, the Company's business is seasonal. Revenues and
earnings are lower during the first half of each fiscal year and are greater
during the second half, which includes the Christmas selling season. The timing
of new store openings and general economic conditions may affect future
quarterly results of the Company.

The following table sets forth the Company's unaudited quarterly operating
results for each quarter of fiscal 1994 and fiscal 1993 (in 000, except per
share data).

Fiscal 1994

May 29 Aug. 28 Nov. 27 Feb. 26
1993 1993 1993 1994
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
Revenues . . . . . . $441,919 $562,980 $808,476 $1,193,159
Gross profit . . . . 74,476 94,198 121,108 167,143
Operating
income . . . . . . 3,674 13,090 20,849 39,565
Net earnings . . . . 1,091 7,594 11,161 21,439
Net earnings
per share. . . . . .04 .18 .26 .50

</TABLE>

Fiscal 1993

May 30 Aug. 29 Nov. 28 Feb. 27
1992 1992 1992 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues . . . . . . $246,481 $285,430 $474,442 $613,625
Gross profit . . . . 49,344 54,129 77,802 102,759
Operating
income . . . . . . 2,533 4,655 9,825 18,895
Net earnings . . . . 1,244 2,615 5,220 10,776
Net earnings
per share. . . . . .04 .07 .15 .31

</TABLE>

The quarter ended May 29, 1993 includes the cumulative effect of a change in
accounting that reduced earnings by $425 ($.01 per share).

COMMON STOCK PRICES

Quarter 1st 2nd 3rd 4th
- - ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fiscal 1994: High. . . . . . . $16 5/32 $16 1/2 $31 7/16 $27 11/16
Low . . . . . . . 11 7/32 10 27/32 16 3/32 18 13/16
Fiscal 1993: High. . . . . . . $ 9 11/32 $ 6 3/8 $11 27/32 $15 23/32
Low . . . . . . . 5 7/32 4 23/32 5 1/2 10 25/32
- - ------------------------------------------------------------------------------------------

</TABLE>

Best Buy's Common Stock is traded on the New York Stock Exchange, symbol BBY

Stock prices reflect a three-for-two stock split September 1, 1993 and a
two-for-one stock split April 28, 1994.

_________________________
BEST BUY CO., INC. 18
<PAGE>

SELECTED FINANCIAL AND OPERATING DATA

1994(1) 1993 1992 1991(2) 1990(3)
---------- ---------- -------- -------- --------
FISCAL PERIOD ($ in 000, except per share amounts)
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Revenues . . . . . . . . . . . . . . . . . $3,006,534 $1,619,978 $929,692 $664,823 $512,850
Gross profit . . . . . . . . . . . . . . . 456,925 284,034 181,062 141,657 120,341
Selling, general, and
administrative expenses. . . . . . . . . 379,747 248,126 162,286 130,681 107,194
Operating income . . . . . . . . . . . . . 77,178 35,908 18,776 10,976 13,147
Earnings before cumulative
effect of accounting change. . . . . . . 41,710 19,855 9,601 4,540 5,683
Net earnings (loss). . . . . . . . . . . . 41,285 19,855 9,601 (9,457) 5,683

PER SHARE DATA:(4)
Earnings before cumulative
effect of accounting change. . . . . . . $ 1.01 $ .57 $ .33 $ .18 $ .23
Net earnings (loss). . . . . . . . . . . . 1.00 .57 .33 (.38) .23
Common stock price - High. . . . . . . . . 31 7/16 15 23/32 11 25/32 3 21/32 2 29/32
- Low . . . . . . . . . 10 27/32 4 23/32 2 21/32 1 1/2 1 7/8
Book value per share . . . . . . . . . . . 7.46 5.29 4.68 2.28 2.66

Primary weighted average
shares outstanding (000s). . . . . . . . 41,336 34,776 28,848 24,852 24,798

OPERATING AND OTHER DATA:
Comparable store sales increase(5) . . . . 26.9% 19.4% 14.0% 1.0% 0.3%
Number of stores (end of period) . . . . . 151 111 73 56 49
Average revenues per store(6). . . . . . . $ 22,600 $ 17,600 $ 14,300 $ 12,400 $ 11,500
Gross profit percentage. . . . . . . . . . 15.2% 17.5% 19.5% 21.3% 23.5%
Selling, general, and administrative
expense percentage . . . . . . . . . . . 12.6% 15.3% 17.5% 19.7% 20.9%
Operating income percentage. . . . . . . . 2.6% 2.2% 2.0% 1.6% 2.6%
Inventory turns(7) . . . . . . . . . . . . 5.0x 4.8x 5.1x 4.5x 3.7x
Capital expenditures . . . . . . . . . . . $ 101,412 $ 74,891 $ 25,279 $ 20,267 $ 9,660
Number of employees. . . . . . . . . . . . 15,200 9,600 5,500 4,300 3,900

BALANCE SHEET DATA (at period end):
Working capital. . . . . . . . . . . . . . $ 362,582 $ 118,921 $126,817 $ 64,623 $ 78,398
Property and equipment, net. . . . . . . . 172,724 126,442 58,250 39,572 27,359
Total assets . . . . . . . . . . . . . . . 952,494 439,142 337,218 185,528 156,787
Long-term debt, including
current portion. . . . . . . . . . . . . 219,710 53,870 52,980 35,695 35,283
Shareholders' equity . . . . . . . . . . . 311,444 182,283 157,568 56,741 66,150

<FN>

This table should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations and the Financial
Statements and Notes thereto.

(1) During fiscal 1994, the Company adopted FAS 109, resulting in a cumulative
effect adjustment of ($425) or ($.01) per share.

(2) During fiscal 1991, the Company changed its method of accounting for
extended service plans, resulting in a cumulative effect adjustment of
($13,997) or ($.56) per share.

(3) Fiscal 1990 had approximately 11 months because the Company changed its
fiscal year to a 52/53 week period ending on the Saturday closest to the
last day in February of each year. All other fiscal years contained 52
weeks.

(4) All per share amounts have been adjusted to reflect a three-for-two stock
split in September 1993 and a two-for-one stock split in April 1994.

(5) Comparable stores are stores open at least 14 full months.

(6) Average revenues per store are based upon total revenues for the period
divided by the weighted average number of stores open during such period.

(7) Inventory turns are calculated based upon a rolling 12 month average of
inventory balances.

</TABLE>

_________________________
19 BEST BUY CO., INC.
<PAGE>

BALANCE SHEETS

- - --------------------------------------------------------------------------------------------------------------
($ in 000, except per share amounts) February 26 February 27
1994 1993
----------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 59,872 $ 7,138
Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,944 37,968
Merchandise inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . 637,950 249,991
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,088 9,497
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 756 332
----------- -----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 764,610 304,926

Property and Equipment:
Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,660 45,676
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,279 33,222
Furniture, fixtures and equipment. . . . . . . . . . . . . . . . . . . . . . . 122,683 76,806
Property under capital leases. . . . . . . . . . . . . . . . . . . . . . . . . 17,870 14,163
----------- -----------
233,492 169,867
Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . 60,768 43,425
----------- -----------
Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . 172,724 126,442

Other Assets:
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,078 6,284
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,082 1,490
----------- -----------
Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,160 7,774
----------- -----------

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $952,494 $439,142
----------- -----------
----------- -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Note payable, bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,700
Obligations under financing arrangements . . . . . . . . . . . . . . . . . . . $ 11,156 4,871
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294,060 118,338
Accrued salaries and related expenses. . . . . . . . . . . . . . . . . . . . . 19,319 12,350
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,754 18,221
Deferred service plan revenue and warranty reserve . . . . . . . . . . . . . . 19,146 16,240
Accrued income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,694 6,545
Current portion of long term debt. . . . . . . . . . . . . . . . . . . . . . . 8,899 5,740
----------- -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . 402,028 186,005

Deferred Service Plan Revenue and Warranty Reserve . . . . . . . . . . . . . . . 28,211 22,724

Long Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210,811 48,130

Commitments and Contingencies

Shareholders' Equity:
Preferred stock, $1.00 par value:
Authorized - 400,000 shares; Issued and Outstanding - none
Common stock, $.10 par value:
Authorized - 120,000,000 shares; Issued and Outstanding 41,742,000
and 34,486,000 shares, respectively. . . . . . . . . . . . . . . . . . . . . 2,087 1,149
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . 224,089 137,151
Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,268 43,983
----------- -----------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . 311,444 182,283
----------- -----------
Total Liabilities and Shareholders' Equity . . . . . . . . . . . . . . . . $ 952,494 $ 439,142
----------- -----------
----------- -----------

</TABLE>

See notes to financial statements.

_________________________
BEST BUY CO., INC. 20
<PAGE>

STATEMENTS OF EARNINGS

- - -----------------------------------------------------------------------------------------------------------------------------
($ in 000, except per share amounts) February 26 February 27 February 29
FOR THE FISCAL YEARS ENDED 1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,006,534 $1,619,978 $929,692
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,549,609 1,335,944 748,630
----------- ----------- -----------
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 456,925 284,034 181,062
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . 379,747 248,126 162,286
----------- ----------- -----------

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,178 35,908 18,776
Interest expense, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,800 3,883 3,415
----------- ----------- -----------
Earnings before income taxes and cumulative
effect of change in accounting principle . . . . . . . . . . . . . . . . . . . 68,378 32,025 15,361
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,668 12,170 5,760
----------- ----------- -----------
Earnings before cumulative effect of change
in accounting principle. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,710 19,855 9,601
Cumulative effect of change in accounting for income taxes . . . . . . . . . . . (425)
----------- ----------- -----------

Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,285 $ 19,855 $ 9,601
----------- ----------- -----------
----------- ----------- -----------

Earnings per share:
Earnings before cumulative effect of change in
accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 01 $ .57 $ .33
Cumulative effect of change in accounting for income taxes . . . . . . . . . . (.01)
----------- ----------- -----------

Net earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.00 $ .57 $ .33
----------- ----------- -----------
----------- ----------- -----------

Weighted average common shares outstanding (000) . . . . . . . . . . . . . . . . 41,336 34,776 28,848
----------- ----------- -----------
----------- ----------- -----------

</TABLE>

See notes to financial statements.

_________________________
21 BEST BUY CO., INC.
<PAGE>

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------
($ in 000) February 26 February 27 February 29
FOR THE FISCAL YEARS ENDED 1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,285 $ 19,855 $ 9,601
Charges to earnings not affecting cash:
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . 22,412 14,832 10,013
Loss on disposal of property and equipment . . . . . . . . . . . . . . . . . 719 545 437
Cumulative effect of change in accounting for income taxes . . . . . . . . . 425
----------- ----------- -----------
64,841 35,232 20,051

Changes in operating assets and liabilities:
Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,976) (21,987) (7,265)
Merchandise inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . (387,959) (114,153) (40,154)
Deferred income taxes and prepaid expenses . . . . . . . . . . . . . . . . . (5,234) (2,063) (225)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,722 49,668 26,770
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . 33,014 16,106 7,062
Deferred service plan revenues and warranty reserve. . . . . . . . . . . . . 8,393 6,148 16
----------- ----------- -----------
Total cash provided by (used in) operating activities. . . . . . . . . . . (126,199) (31,049) 6,255
----------- ----------- -----------

INVESTING ACTIVITIES
Additions to property and equipment. . . . . . . . . . . . . . . . . . . . . . (101,412) (74,891) (25,279)
Sale of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . 44,506 27 114
Decrease (increase) in other assets. . . . . . . . . . . . . . . . . . . . . . (6,592) (1,180) 358
----------- ----------- -----------
Total cash used in investing activities. . . . . . . . . . . . . . . . . . (63,498) (76,044) (24,807)
----------- ----------- -----------

FINANCING ACTIVITIES
Borrowings on revolving credit line. . . . . . . . . . . . . . . . . . . . . . 79,500 298,900 47,200
Payments on revolving credit line. . . . . . . . . . . . . . . . . . . . . . . (83,200) (295,200) (47,200)
Long-term debt borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . 160,310 29,700 15,018
Long-term debt payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,977) (37,515) (1,696)
Common stock issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,513 4,860 91,226
Increase (decrease) in obligations under
financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,285 697 (270)
----------- ----------- -----------
Total cash provided by financing activities. . . . . . . . . . . . . . . . 242,431 1,442 104,278
----------- ----------- -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . 52,734 (105,651) 85,726

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . 7,138 112,789 27,063
----------- ----------- -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . . . . $ 59,872 $ 7,138 $112,789
----------- ----------- -----------
----------- ----------- -----------

Supplemental cash flow information:
Non-cash investing and financing activities:
Capital lease additions. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,807 $ 8,705 $ 3,963
Land and building acquired on contract for deed. . . . . . . . . . . . . . . $ 8,700
Cash paid during the period for:
Interest (net of amount capitalized) . . . . . . . . . . . . . . . . . . . . $ 5,360 $ 5,385 $ 4,460
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,442 $ 7,174 $ 4,753

</TABLE>

See notes to financial statements

_________________________
BEST BUY CO., INC. 22

<PAGE>

STATEMENTS OF SHAREHOLDERS' EQUITY

- - --------------------------------------------------------------------------------------------------------------
($ in 000) Common Additional Retained
stock paid-in capital earnings
------ --------------- --------
<S> <C> <C> <C>
BALANCES AT MARCH 2, 1991. . . . . . . . . . . . . . . . . . $ 829 $ 41,385 $14,527
Sale of common stock . . . . . . . . . . . . . . . . . . . . 270 87,705
Stock options exercised. . . . . . . . . . . . . . . . . . . 23 1,937
Tax benefit from stock options exercised . . . . . . . . . . 1,291
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . 9,601
------ -------- -------
BALANCES AT FEBRUARY 29, 1992. . . . . . . . . . . . . . . . 1,122 132,318 24,128
Stock options exercised. . . . . . . . . . . . . . . . . . . 27 2,311
Tax benefit from stock options exercised . . . . . . . . . . 2,522
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . 19,855
------ -------- -------
BALANCES AT FEBRUARY 27, 1993. . . . . . . . . . . . . . . . 1,149 137,151 43,983
Sale of common stock . . . . . . . . . . . . . . . . . . . . 234 85,294
Stock options exercised. . . . . . . . . . . . . . . . . . . 10 977
Tax benefit from stock options exercised . . . . . . . . . . 1,363
Effect of three-for-two stock split. . . . . . . . . . . . . 694 (696)
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . 41,285
------ -------- -------
BALANCES AT FEBRUARY 26, 1994. . . . . . . . . . . . . . . . $2,087 $224,089 $85,268
------ -------- -------
------ -------- -------

</TABLE>

See notes to financial statements.

INDEPENDENT AUDITORS' REPORT
- - --------------------------------------------------------------------------------

Shareholders and Board of Directors
Best Buy Co., Inc.
Minneapolis, Minnesota

We have audited the accompanying balance sheets of Best Buy Co., Inc. (the
Company) as of February 26, 1994, and February 27, 1993, and the related
statements of earnings, shareholders' equity, and cash flows for the years ended
February 26, 1994, February 27, 1993, and February 29, 1992. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Best Buy Co., Inc., as of February 26, 1994
and February 27, 1993, and the results of its operations and cash flows for the
years ended February 26, 1994, February 27, 1993, and February 29, 1992, in
conformity with generally accepted accounting principles.

As discussed in Note 7 to the financial statements, the Company changed its
method of accounting for income taxes during the year ended February 26, 1994.

Deloitte & Touche
Minneapolis, Minnesota
April 13, 1994

________________________
23 BEST BUY CO., INC

<PAGE>

NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
($ in 000, except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Description of business:
The Company sells consumer electronics, personal computer and other home
office products, major appliances, entertainment software, and related
accessories through its retail stores.

Cash and cash equivalents:
The Company considers all short-term investments with a maturity of three
months or less when purchased to be cash equivalents.

Merchandise inventories:
Merchandise inventories are recorded at the lower of average cost or
market.

Property and equipment:
Property and equipment are recorded at cost. Depreciation, including
amortization of property under capital leases, is computed on the
straight-line method over the estimated useful lives of the assets, or, in
the case of leasehold improvements, over the shorter of the estimated
useful lives or lease terms.

Accounts payable:
Under the Company's cash management system, checks issued but not cleared
through the bank account frequently result in a cash overdraft in the
accounting records. Overdraft balances of $90,119 and $46,548 at February
26, 1994, and February 27, 1993, respectively, are included in accounts
payable.

Pre-opening costs:
Costs incurred in connection with the opening of new stores are expensed in
the year the store is opened. Pre-opening costs were $7,335, $6,231 and
$2,295 in fiscal 1994, 1993, and 1992, respectively.

Deferred service plan revenue and warranty reserve:
Revenue from the sale of extended service contracts, net of direct selling
expenses, is recognized straight-line over the life of the contract. Costs
related to servicing the plans are expensed as incurred. Estimated costs
of promotional contracts, included with products at no cost to the
consumer, are accrued as warranty reserve at the time of product sale.

Earnings per share:
Earnings per share is computed on the basis of the weighted average number
of common shares outstanding during each period, adjusted for 1,300,000,
902,000 and 1,458,000 incremental shares assumed issued on the exercise of
stock options in fiscal 1994, 1993 and 1992, respectively. In September
1993, the Company effected a three-for-two stock split in the form of a 50%
stock dividend. In April 1994, the Company effected a two-for-one stock
split payable in the form of a stock dividend. All common share and per
share information has been adjusted to reflect both splits.

Fiscal year:
The Company's fiscal year ends on the Saturday nearest the end of February.
All years presented contained 52 weeks.

2. OBLIGATIONS UNDER FINANCING ARRANGEMENTS:

The Company has two inventory financing credit lines, which total
approximately $175,000. Borrowings are collaterized by a security interest
in certain merchandise inventories approximating the outstanding
borrowings. The lines have provisions that give the financing sources a
portion of the cash discounts provided by the manufacturers.

3. BORROWINGS:

February 26 February 27
1994 1993
----------- -----------
<S> <C> <C>
Senior Subordinated Notes . . . . . . . $150,000
Subordinated Notes. . . . . . . . . . . 21,904 $21,904
Equipment financing loans . . . . . . . 25,306 19,957
Obligations under capital
leases. . . . . . . . . . . . . . . . 13,800 12,009
Contract for deed . . . . . . . . . . . 8,700
----------- -----------
219,710 53,870

Less:
Current portion of long
term debt . . . . . . . . . . . . . . 8,899 5,740
----------- -----------
$210,811 $48,130
----------- -----------
----------- -----------

</TABLE>

_________________________
BEST BUY CO., INC. 24

<PAGE>

NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
($ in 000, except per share amounts)

Credit Agreement:
The Company has a credit agreement (the "Agreement") that contains a
revolving credit facility under which the Company can borrow up to
$125,000. The Agreement provides that up to $40,000 of the facility is
available at all times and an additional $85,000 is available from August 1
to December 31. The Agreement expires in June 1995, and the Company has
the option to extend the Agreement for an additional year.

Borrowings under the facility are unsecured. Interest on borrowings is at
the agent bank's reference rate or LIBOR plus a specified margin. The
Company also pays certain commitment and agent fees.

The Agreement contains covenants that require maintenance of certain
financial ratios and place limits on annual capital expenditures. The
Agreement also provides that once a year, the Company must repay any
amounts outstanding, and for a period of not less than 60 days thereafter,
the aggregate principal amount outstanding is limited to $10,000. There
were no balances outstanding under the facility at February 26, 1994. At
February 27, 1993 there was $3,700 outstanding under the previous facility.

Senior Subordinated Notes:
In October 1993, the Company issued $150,000 of senior subordinated notes.
The notes mature on October 1, 2000, and bear interest at 8-5/8%. The
Company may, at its option, redeem the notes prior to maturity at 102.5%
and 101.25% of par in 1998 and 1999, respectively. The Company may be
required to offer early redemption in the event of a change in control, as
defined.

The notes are unsecured and subordinate to the prior payment of all senior
debt, which approximates $58,962 at February 26, 1994. The indenture also
contains provisions, which limit the amount of additional borrowings the
Company may incur and limit the Company's ability to pay dividends and make
other restricted payments.

Subordinated Notes:
The Company has an $18,000 unsecured, subordinated note outstanding which
bears interest at 9.95% and matures on July 30, 1999. In addition, the
Company has $3,904 of unsecured, subordinated notes due June 15, 1997 which
bear interest at 9%.

Equipment Financing Loans:
The equipment financing loans require monthly or quarterly payments and
have maturity dates between June 1996 and October 1998. The interest rates
on these loans range from 7.54% to 11.15%. Furniture and fixtures with a
book value of $23,704 are pledged against these loans.

Contract For Deed:
The Company purchased its corporate office building on a contract for deed.
The contract for deed calls for semiannual interest payments of $430 with
payment of the contract balance on June 12, 1996.

Obligations Under Capital Leases:
The present value of future minimum lease payments relating to certain
equipment and a distribution center has been capitalized. The capitalized
cost is $17,870 and $14,163 at February 26, 1994, and February 27, 1993,
respectively. The net book value of assets under capital leases was
$13,439 and $12,060 at February 26, 1994 and February 27, 1993,
respectively.

Future maturities of debt:

Capital Other
Fiscal year Leases Debt
---------- ----------
<S> <C> <C>
1995. . . . . . . . . . . . . . . . . . $ 3,138 $ 6,422
1996. . . . . . . . . . . . . . . . . . 2,872 6,452
1997. . . . . . . . . . . . . . . . . . 2,540 14,697
1998. . . . . . . . . . . . . . . . . . 6,126 9,005
1999. . . . . . . . . . . . . . . . . . 534 1,334
Later years . . . . . . . . . . . . . . 104 168,000
---------- ----------
15,314 $205,910
----------
----------

Less amount representing
interest. . . . . . . . . . . . . . . 1,514
----------
Minimum lease payments. . . . . . . . . 13,800
Less current portion. . . . . . . . . . 2,477
----------
Long-term portion . . . . . . . . . . . $11,323
----------
----------

</TABLE>

The fair value of the Company's financial instruments, including those with
quoted market prices, approximates carrying value.

_________________________
25 BEST BUY CO., INC.

<PAGE>

NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
($ in 000, except per share amounts)

4. OPERATING LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS:

The Company conducts the majority of its retail and distribution operations
from leased locations. The Company completed the sale/leaseback of 17
stores in fiscal 1994, resulting in net proceeds of approximately $44,600,
with no gain or loss recognized. The Company also leases various equipment
under operating leases and, prior to January 1994, its corporate
headquarters were located in leased facilities. These leases require
payment of real estate taxes, insurance, and maintenance. Most of the
leases contain renewal options and escalation clauses, and several require
contingent rents based on specified percentages of sales. Certain leases
also contain covenants with regard to maintenance of financial ratios.
Future minimum lease obligations by year (not including percentage rentals)
for these operating leases at February 26, 1994, are as follows:

<TABLE>

<S> <C>
Fiscal year
1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,954
1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,457
1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,772
1998. . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,625
1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,244
Later years . . . . . . . . . . . . . . . . . . . . . . . . 311,310

</TABLE>

The composition of the total rental expenses for all operating leases
during the last three fiscal years, including leases of building and
equipment, is as follows:

1994 1993 1992
------- ------- -------
<S> <C> <C> <C>
Minimum rentals . . . . . . . . $37,673 $22,757 $16,153
Percentage rentals. . . . . . . 439 405 388
------- ------- -------
$38,112 $23,162 $16,541
------- ------- -------
------- ------- -------

</TABLE>

Five stores are leased from the Company's CEO and principal shareholder,
his spouse, or partnerships in which he is a partner. Rent expense under
these leases during the last three fiscal years was as follows:

1994 1993 1992
------- ------- -------
<S> <C> <C> <C>
Minimum rentals . . . . . . . . $1,049 $1,051 $1,049
Percentage rentals. . . . . . . 423 405 388
------- ------- -------
$1,472 $1,456 $1,437
------- ------- -------
------- ------- -------

</TABLE>

5. RETIREMENT SAVINGS PLAN:
The Company has a retirement savings plan for employees meeting certain age
and service requirements. The plan provides for a Company matching
contribution which is subject to annual approval. This matching
contribution was $906, $697 and $531 during fiscal 1994, 1993 and 1992,
respectively.

6. SHAREHOLDERS' EQUITY:

Public Offerings:
In June 1993, the Company completed a public offering of 7,020,000 shares
of Common Stock, including the underwriters' overallotment, at $12.83 per
share. Net proceeds of the offering were $85,528 after deducting the
underwriting discount and offering expenses of $4,562.

In November 1991, the Company completed a public offering of 8,100,000
shares of Common Stock at $11.50 per share. Proceeds from this offering
were $87,975 after deducting the underwriting discount and offering
expenses of $5,175.

Stock options:
The Company sponsors two non-qualified stock option plans for directors and
key employees. These plans provide for the issuance of up to 8,150,000
shares. Options may be granted only to employees or directors at option
prices not less than the fair market value of the Company's Common Stock on
the date of the grant. At February 26, 1994, options to purchase 3,144,000
shares are outstanding under these plans. In addition, at February 26,
1994, an option to purchase 26,000 shares is outstanding to an officer, not
pursuant to a plan.

_________________________
BEST BUY CO., INC. 26

<PAGE>

NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
($ in 000, except per share amounts)

Option activity for each of the years in the period ended February 26,
1994, is as follows:

Option price
Shares per share
--------- -------------
<S> <C> <C>
Outstanding March 2, 1991 . . . . . . . . 2,271,000 $2.21 - 5.56
Granted . . . . . . . . . . . . . . . . 603,000 3.50 - 10.31
Exercised . . . . . . . . . . . . . . . (690,000) 2.21 - 3.76
Cancelled . . . . . . . . . . . . . . . (93,000) 2.75 - 5.56
---------
Outstanding February 29, 1992 . . . . . . 2,091,000 2.21 - 10.31
Granted . . . . . . . . . . . . . . . . 912,000 5.89 - 6.29
Exercised . . . . . . . . . . . . . . . (837,000) 2.21 - 6.29
Cancelled . . . . . . . . . . . . . . . (45,000) 2.21 - 6.29
---------
Outstanding February 27, 1993 . . . . . . 2,121,000 2.21 - 10.31
Granted . . . . . . . . . . . . . . . . 1,391,000 11.23 - 13.58
Exercised . . . . . . . . . . . . . . . (240,000) 2.21 - 10.31
Cancelled . . . . . . . . . . . . . . . (102,000) 2.21 - 12.00
---------
Outstanding February 26, 1994 . . . . . . 3,170,000 2.21 - 13.58
---------
---------

Exercisable February 26, 1994 . . . . . . 934,000 $ 2.21 - 13.58
---------
---------

</TABLE>

7. INCOME TAXES:

In fiscal 1994, the Company adopted FASB Statement No. 109 "Accounting for
Income Taxes" (FAS 109) and changed its method of accounting for income
taxes from the deferred method to the liability method required by FAS 109.
As permitted by FAS 109, prior years' financial statements have not been
restated, and the effect on pre-tax income in the current year is not
significant. The cumulative effect of the change as of February 28, 1993
was a charge to earnings of $425.

Deferred taxes under FAS 109 are the result of differences between the
basis of assets and liabilities for financial reporting and income tax
purposes. Significant deferred tax assets and liabilities as of
February 26, 1994 consist of the following:

<TABLE>

<S> <C>
Deferred service plan revenue and
warranty reserve. . . . . . . . . . . . . . . . . . . . . $18,625
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . 3,326
Compensation and benefits . . . . . . . . . . . . . . . . . 1,547
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 766
-------
Total deferred tax assets . . . . . . . . . . . . . . . 24,264
-------
Property and equipment. . . . . . . . . . . . . . . . . . . 3,988
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 110
-------
Total deferred tax liabilities. . . . . . . . . . . . . 4,098
-------
Net deferred tax assets . . . . . . . . . . . . . . . . . . $20,166
-------
-------

</TABLE>

The deferred income tax expense (benefit) under the previous method of
accounting for income taxes for fiscal 1993 and 1992 is comprised of the
following:

1993 1992
------- -------
<S> <C> <C>
Deferred service plan revenue
and warranty reserve. . . . . . . . . . . . $(2,308) $ (161)
Depreciation expense. . . . . . . . . . . . . 826 483
Inventory cost capitalization . . . . . . . . (497) (176)
Reserves for losses
not currently deductible. . . . . . . . . . (558) (50)
Other . . . . . . . . . . . . . . . . . . . . (50) (93)
------- -------
$(2,587) $ 3
------- -------
------- -------

</TABLE>

The provision for income taxes consists of the following:

1994 1993 1992
------- ------- -------
<S> <C> <C> <C>
Current:
Federal . . . . . . . . . . $25,909 $12,129 $4,637
State . . . . . . . . . . . 5,882 2,628 1,120
------- ------- -------
31,791 14,757 5,757
------- ------- -------
Deferred:
Federal . . . . . . . . . . (4,620) (2,118) 2
State . . . . . . . . . . . (503) (469) 1
------- ------- -------
(5,123) (2,587) 3
------- ------- -------
Provision for
income taxes. . . . . . . . $26,668 $12,170 $5,760
------- ------- -------
------- ------- -------

</TABLE>

Following is a reconciliation of the provision for income
taxes to the Federal statutory rate:

1994 1993 1992
------- ------- -------
<S> <C> <C> <C>
Federal income tax at
the statutory rate. . . . . $23,932 $10,888 $5,223
State income taxes,
net of federal benefit. . . 3,320 1,412 750
Effect of tax rate change
on deferred taxes . . . . . (309)
Tax exempt investment
income. . . . . . . . . . . (341) (228) (281)
Other . . . . . . . . . . . . 66 98 68
------- ------- -------
Provision for income
taxes . . . . . . . . . . . $26,668 $12,170 $5,760
------- ------- -------
------- ------- -------

Effective tax rate. . . . . . 39.0% 38.0% 37.5%
------- ------- -------
------- ------- -------

</TABLE>

8. LEGAL PROCEEDINGS:

The Company is involved in various legal proceedings arising during the
normal course of conducting business. Management believes that the resolution
of these proceedings will not have any material adverse impact on the Company's
financial condition.

_________________________
27 BEST BUY CO., INC.

<PAGE>

INDEPENDENT AUDITORS' CONSENT

Best Buy Co., Inc.
Minneapolis, Minnesota

We consent to the incorporation by reference in the Registration Statement of
Best Buy Co., Inc. on Form S-8 relating to 1987 Employee and 1987 Directors'
NonQualified Stock Option Plans of our reports dated April 13, 1994, appearing
and incorporated by reference in this Annual Report on Form 10-K of Best Buy
Co., Inc. for the year ended February 26, 1994. Such reports express an
unqualified opinion and include an explanation regarding a change in accounting
method for income taxes during the year ended February 26, 1994.

/s/Deloitte & Touche
Minneapolis, Minnesota
May 20, 1994

-23-

<PAGE>

INDEPENDENT AUDITORS' REPORT ON SCHEDULES

To the Board of Directors and Shareholders of
Best Buy Co., Inc.
Minneapolis, Minnesota

We have audited the financial statements of Best Buy Co., Inc. (the Company) as
of February 26, 1994 and February 27, 1993 and for the years ended February 26,
1994, February 27, 1993, and February 29, 1992 and have issued our report
thereon dated April 13, 1994, such financial statements and report, which
expresses an unqualified opinion and includes an explanation regarding
a change in accounting method for income taxes during the year ended
February 26, 1994, are included in your 1994 Annual Report to Shareholders
and are incorporated herein by reference. Our audits also included the
financial statement schedules of Best Buy Co., Inc., listed in Item 14.
These financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

/s/Deloitte & Touche
Minneapolis, Minnesota
April 13, 1994

-24-