EXHIBIT 4e
CONTINUING GUARANTY
THIS CONTINUING GUARANTY (the "Guaranty") is made by
Tandy Corporation, a Delaware corporation (the "Guarantor"),
in favor of the holders from time to time of commercial
paper, medium term notes and other indebtedness issued by
Tandy Credit Corporation, a Delaware corporation ("TCC"),
that (a) is or may be publicly traded and (b) is rated by at
least one nationally recognized rating agency (all such
commercial paper, notes and other indebtedness of TCC meeting
both such criteria being collectively, the "Public Rated
Debt").
WHEREAS, the Guarantor is the owner and the holder of
all of the issued and outstanding capital stock of TCC; and
WHEREAS, the Guarantor has determined that it will
receive substantial benefit if the publicly traded debt of
TCC is Publicly Rated Debt;
NOW, THEREFORE, in consideration of the premises, the
Guarantor agrees as follows:
SECTION 1. Guaranty. The Guarantor hereby absolutely,
unconditionally and irrevocably guarantees the punctual
payment and performance when due, whether at stated maturity,
by acceleration or otherwise, of all obligations and
covenants of TCC now or hereafter existing under any Publicly
Rated Debt issued by TCC for principal, interest (including,
without limitation, interest accruing or becoming owing both
prior to and subsequent to the commencement of any proceeding
against or with respect to TCC under any chapter of the
Bankruptcy Code of 1978, 11 U.S.C. 101 et seq.), or
otherwise, and all reasonable costs and expenses, if any,
incurred by the holders of Publicly Rated Debt (the
"Debtholders") in connection with enforcing any rights under
this Guaranty (all such obligations being the "Guaranteed
Obligations"), and agrees to pay any and all expenses
incurred by each Debtholder in enforcing this Guaranty. This
Guaranty is an absolute, unconditional, present and
continuing guaranty of payment and not of collectibility and
is in no way conditioned upon any attempt to collect from TCC
or any other action, occurrence or circumstance whatsoever.
SECTION 2. Continuing Guaranty. The Guarantor
guarantees that the Guaranteed Obligations will be paid
strictly in accordance with the terms of this Guaranty, and
any note or other instrument or document ("Debt Documents")
evidencing any Publicly Rated Debt. The Guarantor agrees
that the Guaranteed Obligations and Debt Documents may be
extended or renewed, and Publicly Rated Debt repaid and
reborrowed in whole or in part, without notice to or assent
by the Guarantor, and that it will remain bound upon this
Guaranty notwithstanding any extension, renewal or other
alteration of any Guaranteed Obligations or Debt Documents,
or any repayment and reborrowing of Publicly Rated Debt. The
obligations of the Guarantor under this Guaranty shall be
absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms hereof under
any circumstances whatsoever, including:
(a) any extension, renewal, modification, settlement,
compromise, waiver or release in respect of any Guaranteed
Obligations;
(b) any extension, renewal, amendment, modification,
rescissions, waiver or release in respect of any Debt
Documents;
(c) any release, exchange, substitution, non-perfection
or invalidity of, or failure to exercise rights or remedies
with respect to, any direct or indirect security for any
Guaranteed Obligations, including the release of the
Guarantor or other person liable on any Guaranteed
Obligations;
(d) any change in the corporate existence, structure or
ownership of TCC, the Guarantor, or any insolvency,
bankruptcy, reorganization or other similar proceeding
affecting TCC, the Guarantor, any other guarantor or any of
their respective assets;
(e) the existence of any claim, defense, set-off or
other rights or remedies which the Guarantor at any time may
have against TCC, or TCC or the Guarantor may have at any
time against any Debtholder, any other guarantor or any other
person, whether in connection with this Guaranty, the Debt
Documents or any other transaction;
(f) any invalidity or unenforceability for any reason
of the Debt Documents, or any provision of law purporting to
prohibit the payment or performance by TCC, the Guarantor or
any other guarantor of the Guaranteed Obligations or Debt
Documents, or of any other obligations to any Debtholder,; or
(g) any other circumstances or happening whatsoever,
whether or not similar to any of the foregoing.
SECTION 3. Effect of Debtor Relief Laws. If after
receipt of any payment of, or proceeds of any security
applied (or intended to be applied) to the payment of all or
any part of the Guaranteed Obligations, any Debtholder is for
any reason compelled to surrender or voluntarily surrenders,
such payment or proceeds to any person (a) because such
payment or application of proceeds is or may be avoided,
invalidated, declared fraudulent, set aside, determined to be
void or voidable as a preference, fraudulent conveyance,
fraudulent transfer, impermissible set-off or a diversion of
trust funds, or (b) for any other reason, including (i) any
judgment, decree or order of any court or administrative body
having jurisdiction over such Debtholder or any of their
respective properties, or (ii) any settlement or compromise
of any such claim effected by such Debtholder with any such
claimant (including TCC), then the Guaranteed Obligations or
part thereof intended to be satisfied shall be reinstated and
continue, and this Guaranty shall continue in full force as
if such payment or proceeds have not been received,
notwithstanding any revocation thereof or the cancellation of
any Debt Document evidencing any Guaranteed Obligations or
otherwise; and the Guarantor shall be liable to pay such
Debtholder, and hereby does indemnify the Debtholders and
holds them harmless for the amount of such payment or
proceeds so surrendered and all expenses (including
reasonable attorneys' fees, court costs and expenses
attributable thereto) incurred by any Debtholder in the
defense of any claim made against it that any payment or
proceeds received by such Debtholder in respect of all or
part of the Guaranteed Obligations must be surrendered. The
provisions of this paragraph shall survive the termination of
this Guaranty, and any satisfaction and discharge of TCC by
virtue of any payment, court order or any federal or state
law.
SECTION 4. Waiver of Subrogation. Notwithstanding any
payment or payments made by the Guarantor hereunder, or any
set-off or application by the Debtholders of any security or
of any credits or claims, the Guarantor will not assert or
exercise any rights of any Debtholder or of the Guarantor
against TCC to recover the amount of any payment made by the
Guarantor to such Debtholder by way of subrogation,
reimbursement, contribution, indemnity, or otherwise arising
by contract or operation of law, and the Guarantor shall not
have any right of recourse to or any claim against assets or
property of TCC, whether or not the obligations of TCC have
been satisfied, all of such rights being herein expressly
waived by the Guarantor. The Guarantor agrees not to seek
contribution from any other person until all of the
Guaranteed Obligations shall have been paid in full. If any
amount shall nevertheless by paid to the Guarantor by TCC
prior to payment in full of the Guaranteed Obligations, such
amount shall be held in trust for the benefit of the
Debtholders and shall forthwith be paid to the Debtholder or
its representative to be credited and applied to the
Guaranteed Obligations, whether matured or unmatured. The
provisions of this paragraph shall survive the termination of
this Guaranty, and any satisfaction and discharge of TCC by
virtue of any payment, court order or any law.
SECTION 5. Subordination. The Guarantor hereby
subordinates all indebtedness owing to it from TCC to all
indebtedness of TCC to the Debtholders, and agrees that upon
the occurrence and continuance of a default or an event of
default under any Debt Document, it shall not accept any
payment on the same until payment in full of the Guaranteed
Obligations of TCC under any Debt Documents, and shall in no
circumstance whatsoever attempt to set-off or reduce any
obligations hereunder because of such indebtedness. If any
amount shall nevertheless be paid to the Guarantor by TCC
prior to payment in full of the Guaranteed Obligations, such
amount shall be held in trust for the benefit of the
Debtholders and shall forthwith be paid to the Debtholders or
their representatives to be credited and applied to the
Guaranteed Obligations, whether matured or unmatured.
SECTION 6. Waiver. The Guarantor hereby waives
promptness, diligence, notice of acceptance and any other
notice with respect to any of the Guaranteed Obligations and
this Guaranty and waives presentment, protest, demand of
payment, notice of intent to accelerate, notice of
acceleration, notice of dishonor or nonpayment and any
requirement that the Debtholders institute suit, collection
proceedings or take any other action to collect the
Guaranteed Obligations, including any requirement that the
Debtholders protect, secure, perfect or insure any Lien
against any property subject thereto or exhaust any right or
take any action against TCC or any other person or any
collateral (it being the intention of the Guarantor that this
Guaranty is to be a guaranty of payment and not of
collection). It shall not be necessary for the Debtholders,
in order to enforce any payment by the Guarantor hereunder,
to institute suit or exhaust it rights and remedies against
TCC or any other person, including others liable to pay any
Guaranteed Obligations, or to enforce its rights against any
security ever given to secure payment thereof. The Guarantor
hereby expressly waives each and every right to which it may
be entitled by virtue of the suretyship laws of any state.
The Guarantor hereby waived marshaling of assets and
liabilities, notice by any Debtholder or any indebtedness or
liability to which such Debtholder applies or may apply any
amounts received by such Debtholder, and of the creation,
advancement, increase, existence, extension, renewal,
rearrangement and/or modification of the Guaranteed
Obligations. The Guaranty expressly waives, to the extent
permitted by applicable law, the benefit of any and all laws
providing for exemption of property from execution or for
valuation and appraisal upon foreclosure.
SECTION 7. Full Force and Effect. This Guaranty is a
continuing guaranty and shall remain in full force and effect
until payment in full of the Guaranteed Obligations of TCC
and all other amounts payable under this Guaranty.
SECTION 8. Independent Obligations. The obligations
hereunder are independent of the obligations of TCC, and a
separate action or actions may be brought and prosecuted
against the Guarantor whether action is brought against TCC
or whether TCC is joined in any such action or actions.
SECTION 9. Renewals, Security, Etc. The Guarantor
authorized the Debtholders or any of them, without notice or
demand and without affecting the Guarantor's liability
hereunder, from time to time, either before or after
revocation hereof, to (a) renew, compromise, extend,
accelerate or otherwise change the time for payment of, or
otherwise change the terms of the Publicly Rated Debt or any
part thereof, including increase or decrease of the rate of
interest thereon; (b) take and hold security for the payment
of this Guaranty or the Publicly Rated Debt guaranteed, and
exchange, enforce, waive, release, fail to perfect, sell, or
otherwise dispose of any such security; (c) apply such
security and direct the order or manner of sale thereof as
each Debtholders in its discretion may determine; and (d)
release or substitute any one or more of the endorsers or
guarantors.
SECTION 10. Information. The Guarantor acknowledges
and agrees that it shall have the sole responsibility for
obtaining from TCC such information concerning TCC's
financial condition or business operations as the Guarantor
may require, and that the Debtholders have no duty at any
time to disclose to the Guarantor any information relating to
the business operations or financial condition of TCC.
SECTION 11. Powers. It is not necessary for the
Debtholders or any of them to inquire into the powers of TCC
or of the officers, directors, or agents acting or purporting
to act on its behalf, and any indebtedness made or created in
reliance upon the professed exercise of such powers shall be
guaranteed hereunder.
SECTION 12. Authority; Binding Obligation. The
Guarantor has all requisite power and authority to deliver
and perform its obligations under this Guaranty and all
corporate action on the Guarantor's part requisite for the
due execution, delivery and performance of this Guaranty has
been duly and effectively taken. This Guaranty constitutes
the legal, valid and binding obligation of the Guarantor
enforceable against the Guarantor in accordance with its
terms.
SECTION 13. Notices. All notices, consents, requests,
approvals, demands and other communications (collectively,
"Communications") provided for herein shall be in writing
(including telecopy or telegraphic Communications) and shall
be delivered by hand or overnight courier service, mailed or
sent by telex, graphic scanning or other telegraphic
communications equipment addressed as provided in any Debt
Document.
All communications given to any party hereto in accordance
with the provisions of this Guaranty shall be deemed to have
been given on the date of receipt if delivered by hand or
overnight courier service or sent by telex, telecopy or other
telegraphic communications equipment of the sender, or on the
date five Business Days after dispatch or certified or
registered mail if mailed, in each case delivered, sent or
mailed (property addressed) to such party as provided in the
Section 13 or in accordance with the latest unrevoked
direction from such party given in accordance with this
Section 13.
SECTION 14. Governing Law. This Guaranty shall be
deemed to be executed by the Guarantor under the laws of the
State of Texas and of the United States of America and for
all purposes shall be governed by, and construed and
interpreted in accordance with, the laws of said state
(without regard to principles of conflicts of law) and of the
United States of America.
SECTION 15. Waivers; Revocability. (a) No failure or
delay of any Debtholder in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The
rights and remedies of the Debtholders hereunder are
cumulative and not exclusive of any rights or remedies which
they would otherwise have. No waiver of any provision of
this Guaranty or consent to any departure by the Guarantor
therefrom shall in any event be effective unless the same
shall be authorized as provided in paragraph (b) below, and
then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No
notice or demand on the Guarantor in any case shall entitle
the Guarantor to any other or further notice or demand in
similar or other circumstances.
(b) So long as TCC has no Publicly Rated Debt
outstanding, this Guaranty may be terminated by the
Guarantor, and/or TCC may be dissolved or merged into the
Guarantor, upon thirty (30) day written notice to the
nationally recognized rating agencies which at such time have
a current rating for such Publicly Rated Debt.
SECTION 16. Usury. Notwithstanding any other
provisions herein contained, no provision of this Guaranty
shall require or permit the collection from the Guarantor of
interest in excess of the maximum rate or amount that the
Guarantor may be required or permitted to pay pursuant to any
applicable law nor prevent the Guarantor from successfully
asserting the claim or defense of usury.
SECTION 17. Severability. In the event any one or more
of the provisions contained in this Guaranty should be held
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein or therein shall not in any way
be affected or impaired thereby. The parties shall endeavor
in good faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions, the economic
effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.
SECTION 18. Binding Effect. This Guaranty shall become
effective on the date it is executed by the Guarantor, and
thereafter shall inure to the benefit of each Debtholder and
their respective successors and assigns.
SECTION 19. Captions. The captions in this Guaranty
have been inserted for convenience only and shall be given no
substantive meaning or significance whatever in construing
the terms and provisions of this Guaranty.
SECTION 20. Further Assurances. The Guarantor hereby
agrees to execute and deliver all such instruments and take
all such action as any Debtholder may from time to time
reasonably request in order to fully effectuate the purpose
of this Guaranty.
Executed as of June 18, 1991.
Guarantor:
TANDY CORPORATION
By: /s/ R. L. Ramsey
Name: Richard L. Ramsey
Title:Vice President and Controller