EXHIBIT 10(c)
THIRD AMENDMENT TO SECURED LOAN AGREEMENT
THIS THIRD AMENDMENT TO SECURED LOAN AGREEMENT ("Third Amendment") is dated
as of 1st day of July, 1996, by and among InterTAN, Inc., a Delaware
Corporation; InterTAN Australia Ltd., a corporation organized under the laws of
the State of New South Wales, Australia; InterTAN Canada Ltd., a corporation
organized under the laws of the Province of Alberta, Canada; InterTAN U.K.
Limited , a corporation organized under the laws of England and Wales; and
Technotron Sales Corp. Pty. Ltd., a corporation organized under the laws of the
State of New South Wales, Australia (collectively the "BORROWERS") and Trans
World Electronics, Inc., a Texas Corporation ("Trans World" or the "Lender").
WHEREAS, each of the BORROWERS and Trans World entered into that certain
First Amendment to Secured Loan Agreement dated as of January 4, 1994; and
WHEREAS, each of the BORROWERS and Trans World entered into that certain
Second Amendment to Secured Loan Agreement dated as of May 6, 1994 (the Secured
Loan Agreement, First Amendment to Secured Loan Agreement, and Second Amendment
to Secured Loan Agreement being referred to hereafter in combination as the
"Agreement") ; and
WHEREAS, the parties hereto desire to amend certain provisions of the
Agreement, to provide for, among other things, modification of the collateral
pledge language with regard to Australian assets, modification of the debt cap,
and modification of capital expenditure covenants;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
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Section 1. Definitions. Terms used herein shall have the meanings set
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forth in the Agreement except as otherwise defined herein.
Section 2. Amendment to Definitions.
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(a) The definition in Section 1.01 of the Agreement of the term "Australian
Security Agreement" is hereby modified as follows:
""Australian Security Agreement" shall mean the security agreement to
be executed at Lender's option by the appropriate members of the
InterTAN Group providing for the granting and perfection of a floating
charge or other similar security interest, on all the InterTAN Group
assets located in Australia, provided that if ITA and/or Technotron
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obtain(s) financing through Westpac Banking Corporation ("Westpac") by
12/31/96, then any such security interest taken or to be taken by
Lender in the portion of inventories and accounts receivable that are
(i) located in Australia; (ii) owned or controlled by InterTAN
Australia Ltd. and/or Technotron Sales Corp. Pty. Ltd.; and (iii)
included under the separate headings "Inventories" and "Accounts
Receivable" in the consolidated balance sheets of InterTAN, Inc. in
the Forms 10-Q and 10-K previously filed or subsequently filed by
InterTAN, Inc. with the Securities and Exchange Commission of the
United States, shall be second and subordinate to that of Westpac in
such inventory and accounts receivable (including proceeds therefrom),
provided that Westpac's lien documentation is submitted by ITA and/or
Technotron to Lender prior to any security interest being granted to
Westpac (as required by Section 5.01 hereof) and are approved by
Lender. Should Westpac desire to take a security interest in
additional property other than inventory and receivables, ITA and
Technotron shall not grant any such security interest in additional
property unless and until Lender and Westpac have come to an agreement
that any lien taken or to be
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taken by Lender in such additional property shall be first in priority
and superior to that of Westpac."
(b) The definition in Section 1.01 of the Agreement of the term "French
Security Agreement" is hereby deleted in its entirety.
(c) The definition in Section 1.01 of the Agreement of the term "General
Security Agreement" is hereby amended by adding to the end thereof:
", provided that if ITA and/or Technotron obtain(s) financing through
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Westpac by 12/31/96, then any such security interest taken or to be
taken by Lender in the portion of inventories and accounts receivable
that are (i) located in Australia; (ii) owned or controlled by
InterTAN Australia Ltd. and/or Technotron Sales Corp. Pty. Ltd.; and
(iii) included under the separate headings "Inventories" and "Accounts
Receivable" in the consolidated balance sheets of InterTAN, Inc. in
the Forms 10-Q and 10-K previously filed or subsequently filed by
InterTAN, Inc. with the Securities and Exchange Commission of the
United States, shall be second and subordinate to that of Westpac in
such inventory and accounts receivable (including proceeds therefrom),
provided that Westpac's lien documentation is submitted by ITA and/or
Technotron to Lender prior to any security interest being granted to
Westpac (as required by Section 5.01 hereof) and are approved by
Lender. Should Westpac desire to take a security interest in
additional property other than inventory and receivables, ITA and
Technotron shall not grant any such security interest in additional
property unless and until Lender and Westpac have come to an agreement
that any lien taken or to be taken by Lender in such additional
property shall be first in priority and superior to that of Westpac."
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(d) The definition in Section 1.01 of the Agreement of the term "InterTAN
Group" is hereby amended to delete the term "InterTAN Europe S.A.".
(e) The definition in Section 1.01 of the Agreement of the term "Security
Agreements" is hereby amended to remove and delete the words "French
Security Agreement".
Section 3. Amendment to Section 2.08. Section 2.08 of the Agreement is
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hereby amended by deleting Sections (iii) and (iv) thereof and substituting in
their place the following: "(iii) all monies secured by any future Australian
security granted by ITA and/or Technotron to Lender; (iv) [intentionally left
blank];".
Section 4. Amendment to Section 4.07. Section 4.07 of the Agreement is
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hereby amended by deleting said section in its entirety and replacing it with
the following:
"SECTION 4.07. Preservation of Corporate Existence. Preserve and
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maintain its corporate existence, rights (charter and statutory) and
franchises."
Section 5. Amendment to Section 4.12. Section 4.12 of the Agreement is
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hereby amended by deleting said section in its entirety and replacing it with
the following:
"SECTION 4.12. Capital Expenditures. Ensure that Capital Expenditures
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by the InterTAN Group in any fiscal year (July 1 through June 30) do not
exceed $15 million without first receiving written approval by the Lender,
provided that the InterTAN Group will not lease, purchase or construct any
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additional space for the purpose of engaging in new retail/wholesale
formats, or engage in business under any new retail/wholesale formats
without Lender's prior written approval. Formats existing and doing
business as of the date hereof (including the arrangement under which the
ITI-Group will manage Cantel stores) are excluded."
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Section 6. Amendment to Section 5.01. Section 5.01 of the Agreement is
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hereby amended by adding the following to the end of said Section:
"and (d) the contemplated liens on assets of ITUK and ITA and Technotron
located in the U.K. and Australia, respectively, to be granted to banks for
additional financing, provided that any such liens shall be approved by the
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Lender prior to such grant, and that the InterTAN Group shall pay Lender's
reasonable costs and Legal expenses incurred in connection with modifying
or redrafting and recording Lender's existing lien documents. "
Section 7. Amendment to Section 5.02. Section 5.02 of the Agreement is
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hereby amended by deleting the following words in Subsection (ii), "provided
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that the aggregate number of all such new leases for retail stores (excluding
relocations of any stores within the same community) entered into in any fiscal
year by all members of the InterTAN Group shall not exceed thirty on a world-
wide basis,"
Section 8. Amendment to Section 5.06. Section 5.06 of the Agreement is
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hereby amended by adding after the word "existing" the new words, "or the 1996
replacement stock option plan (provided that it is substantially the same as the
existing 1986 stock option plan)" and by adding at the end of such section the
following new words: "or to engage in a small stockholder ("odd lot") buy back
program."
Section 9. Amendment to Section 5.08. Section 5.08 of the Agreement is
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hereby amended by adding to the end thereof the words, "and related services".
Section 10. Deletion of Section 5.11. Section 5.11 of the Agreement is
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hereby deleted in its entirety.
Section 11. Amendment to Section 5.13. Section 5.13 of the Agreement is
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hereby amended by adding to the end thereof the following, "except that such
Non-Tandy Group Debt may exceed $50 million by the amount equal to the
difference between the then-existing Tandy Group Debt and the Maximum Tandy
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Group Debt allowed hereunder. In no event shall the total of the Tandy Group
Debt and Non-Tandy Group Debt exceed the sum of $110 million.
EXAMPLE: If the Tandy Group Debt today is approximately $31 million, then
InterTAN may exceed the $50 million Non-Tandy Group Debt cap by $29 million
(the difference between $31 million and $60 million.). However, if Tandy
Group Debt increases from $31 million to $40 million, then the InterTAN
Group must pay down Non-Tandy Group Debt such that the total does not
exceed the $50 million debt cap by over $20 million."
Section 12. Addition of Section 9.08. The Agreement is hereby amended by
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adding new Section 9.08 as follows:
"SECTION 9.08. Waiver. Notwithstanding anything herein to the contrary,
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Lender may, in its sole discretion, waive any breach, default, or event of
default arising under the terms of this Agreement. No failure or delay in
exercising any right, power or remedy under any provision of this Agreement
shall operate as a waiver of or otherwise shall prejudice any of the
rights, powers or remedies of Lender. No right, power or remedy herein
conferred upon Lender is intended to be exclusive of any other right, power
or remedy, and each and every such right, power or remedy shall be
cumulative of every other right, power or remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise."
Section 13. Ratification of Secured Loan Agreement, the First Amendment to
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Secured Loan Agreement, and the Second Amendment to Secured Loan Agreement. The
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Agreement as amended by the First Amendment to Secured Loan Agreement and the
Second Amendment to Secured Loan Agreement is in all other respects hereby
ratified and confirmed, and all of its provisions, as hereby amended, continue
in full force and effect.
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Section 14. Governing Law. This Amendment shall be deemed to have been
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made at New York, New York, and shall be interpreted, and the rights and
liabilities of the parties hereto determined in accordance with the laws of the
State of New York (exclusive of choice of law and conflict of law provisions
thereof to the extent allowed by law).
Section 15. Execution in Counterparts. This Amendment may be executed in
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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 Amendment.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopy shall be effective as delivery as a manually executed counterpart of
this Amendment.
[Remainder of Page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
Secured Loan Agreement to be executed by their duly authorized representatives
or officers, all as of the day and year of the first above written.
TRANS WORLD ELECTRONICS, INC.
By: /s/ Dwain H. Hughes
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Its: Vice President and Treasurer
InterTAN, INC.
By: /s/ James T. Nichols
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Its: President & CEO
InterTAN AUSTRALIA LTD.
By: /s/ James T. Nichols
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Its: Director
InterTAN CANADA LTD.
By: /s/ James T. Nichols
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Its: President
InterTAN U.K. LIMITED
By: /s/ James T. Nichols
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Its: Director
TECHNOTRON SALES CORP. PTY. LTD.
By: /s/ James T. Nichols
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Its: Director
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