Exhibit 10(b)
THIRD AMENDMENT TO MERCHANDISE AGREEMENT
THIS THIRD AMENDMENT TO MERCHANDISE AGREEMENT (the "Third Amendment") is
entered into as of February 1, 1996, by and among InterTAN Canada Ltd. ("ITC"),
a corporation organized under the laws of the Province of Alberta, Canada,
InterTAN, Inc. ("ITI"), a Delaware corporation, InterTAN Australia Ltd. ("ITA"),
a corporation organized under the laws of the State of New South Wales,
Australia, InterTAN U.K. Limited ("ITUK"), a corporation organized under the
laws of England and Wales, and Technotron Sales Corp. Pty. Ltd. ("TSC"), a
corporation organized under the laws of the State of New South Wales, Australia
(along with their respective current or future subsidiaries, being collectively
referred to herein as the "ITI-GROUP") and Tandy Corporation ("TANDY"), a
Delaware corporation, and A&A International, Inc. ("A&A"), a Nevada corporation.
WHEREAS, each of the parties hereto entered into that certain Merchandise
Agreement signed on or about October 8, 1993, and dated (or which is hereby
deemed to have been dated) as of October 15, 1993 (the "Agreement"); and
WHEREAS, the Agreement has been amended by the First Amendment to
Merchandise Agreement (dated November 1, 1993) and the Second Amendment to
Merchandise Agreement (dated October 2, 1995); and
WHEREAS, the parties hereto have agreed to modify the applicable open order
coverage requirements to be secured by letters of credit maintained by ITUK as
set out in Section 1.3 of the Agreement, as previously amended; and
WHEREAS, in order to give affect to the parties' intentions, the parties
hereto desire to execute this Third Amendment.
NOW, THEREFORE, for good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Definitions. Terms used herein shall have the meanings set
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forth in the Agreement, as amended by the First Amendment and Second Amendment
thereto, except as otherwise defined herein.
Section 2. Amendment to Section 1.3. Section 1.3 of Article I of the
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Agreement, as previously amended by the First Amendment and Second Amendment
thereto, is hereby further amended by adding the following new provision to the
end of Section 1.3 as set out below:
"(i) Notwithstanding anything to the contrary in the Agreement, as
amended, the required percentage (as calculated according to the foregoing
subsections of this Section 1.3) of the aggregate U.S. dollar amount of Open
Orders as specified in the L/C Notice to be covered by the applicable L/C
maintained by ITUK shall be further reduced so as to provide ITUK with a
reduction of the required coverage in an amount equal to the percentage derived
by dividing (i) the gross amount of sales made by ITUK to RadioShack
International ("RSI"), under that certain Master Sales Agreement (dated December
31, 1995) in each successive fiscal quarter of ITUK by (ii) the amount of gross
sales earned by ITUK in the applicable fiscal quarter (for example, if during
ITUK's third quarter of its 1996 fiscal year the sales to RSI represent 4% of
ITUK's gross sales for such period, ITUK shall receive a 4% equivalent reduction
(on a point by point basis) in its required letter of credit coverage for the
fourth quarter of its 1996 fiscal year). Such percentage shall be determined by
ITUK on a quarterly basis, to be applicable for the immediately succeeding
fiscal quarter, on or before the thirtieth (30th) day following ITUK's close of
each fiscal quarter (commencing with the first calendar quarter of 1996).
Additionally, on or before the thirtieth (30th) day following the close of each
fiscal quarter, ITUK shall furnish to RSI and A&A International, Inc. a complete
and accurate report, certified as such by an officer of ITUK or ITI, showing
ITUK's gross sales for the quarter and gross sales to RSI, less itemized
discounts and allowances deducted from such gross sales price, of all products
sold by ITUK to RSI during the preceding fiscal quarter."
Section 3. Ratification of Merchandise Agreement and Prior Amendments
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Thereto. The Agreement, as amended by the First Amendment and Second Amendment
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thereto, is in all other respects hereby ratified and confirmed, and all of its
provisions, as hereby amended, continue in full force and effect.
Section 4. Governing Law. THIS THIRD AMENDMENT SHALL BE SUBJECT TO
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ARTICLE 7, SECTION 7.1 OF THE AGREEMENT, AS AMENDED, ENTITLED "Texas Law
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Applicable; Submission to Jurisdiction." SECTION 7.1 OF THE AGREEMENT, AS
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AMENDED, IS HEREBY ADOPTED BY REFERENCE AND INCORPORATED HEREIN FOR ALL PURPOSES
AS IF SET OUT AT LENGTH.
Section 5. Execution in Counterparts. This Third Amendment may be
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executed in any number of counterparts and by different parties hereto and
separate counterparts, each of which when so executed shall be deemed to be an
original, and all of which taken together shall constitute one and the same
Third Amendment. Delivery of an executed counterpart of a
signature page to this Third Amendment by telecopy shall be as effective as
delivery of a manually executed counterpart of this Third Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
Merchandise Agreement to be executed by their duly authorized officers, or
representatives, all as of the day and year first above written.
TANDY CORPORATION
By: /s/Dwain H. Hughes
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Its: Senior Vice President
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A&A INTERNATIONAL, INC.
By: /s/David Christopher
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Its: President
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InterTAN CANADA LTD.
By: /s/James T. Nichols
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Its: President
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InterTAN, INC.
By: /s/James T. Nichols
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Its: President
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InterTAN AUSTRALIA LTD.
By: /s/James T. Nichols
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Its: Director
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InterTAN U.K. LIMITED
By: /s/James T. Nichols
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Its: Director
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TECHNOTRON SALES CORP. PTY. LTD
By: /s/James T. Nichols
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Its: Director
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