EXHIBIT 10(b)
OMNIBUS TERMINATION AGREEMENT
This Agreement is dated as of the 30th day of December, 1997.
AMONG: INTERTAN, INC., a Delaware corporation ("ITI"), INTERTAN AUSTRALIA LTD.,
a New South Wales corporation ("ITA"), TECHNOTRON SALES CORP. PTY.
LIMITED, a New South Wales corporation ("TSC"), INTERTAN CANADA LTD., an
Alberta corporation ("ITC"), and INTERTAN U.K. LIMITED, an England/Wales
corporation ("ITUK")
(collectively, the "InterTAN Group" and, individually, a "member of the
InterTAN Group")
OF THE FIRST PART
AND: TANDY CORPORATION, a Delaware corporation ("Tandy"), TRANS WORLD
ELECTRONICS, INC., a Texas corporation ("Trans World"), and A&A
INTERNATIONAL, INC., a Nevada corporation ("A&A")
(collectively, the "Tandy Group" and, individually, a "member of the
Tandy Group")
OF THE SECOND PART
WHEREAS, the InterTAN Group, or one or more members of the InterTAN Group (and
InterTAN Europe S.A., a Belgian corporation ("ESA"), now dissolved), and the
Tandy Group, or one or more members of the Tandy Group, entered into certain
agreements, including without limitation, the agreements referred to in Schedule
A annexed hereto (collectively, the "Restructuring Agreements"), in connection
with the 1993 restructuring of the debt of the InterTAN Group and the purchase
of certain of such indebtedness by the Tandy Group or one or more members of the
Tandy Group and in connection with certain related transactions; and
WHEREAS, it is proposed that the InterTAN Group repay all outstanding term
indebtedness to the Tandy Group owing under the Secured Loan Agreement referred
to in Schedule A annexed hereto; and
WHEREAS, upon repayment of such indebtedness, the parties hereto have agreed to
terminate each of the Restructuring Agreements referred to in Schedule A annexed
hereto; provided that, for greater certainty, any agreement or instrument
currently in force between the Tandy Group and the InterTAN Group or between any
member or members of the Tandy Group or the InterTAN Group, respectively, not
referred to in Schedule A shall continue in full force and effect after the
Effective Date (as hereinafter defined).
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the premises
and the mutual covenants hereinafter contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. This Agreement shall be effective from and after the date hereof (the
"Effective Date") upon the repayment in full of all currently outstanding
principal indebtedness, such amount being U.S.$20,873,826.44, plus all accrued
and unpaid interest thereon, through the Effective Date, of any member of the
InterTAN Group owing to any member of the Tandy Group under the Series A Note
issued pursuant to the Secured Loan Agreement referred to in Schedule A annexed
hereto.
2. On the Effective Date, all agreements and instruments referred to in
Schedule A annexed hereto shall be terminated and neither party shall have any
obligation or liability thereunder in respect of any matter arising after the
Effective Date.
3. Trans World represents and warrants to ITI that it is the registered and
beneficial holder of 1,449,007 certificated warrants to purchase 1,449,007
shares of the common stock of ITI, such warrants being issued pursuant to a
Warrant Agreement dated as of August 5, 1993 between ITI and Trans World (the
"Warrants"). On the Effective Date, Trans World shall surrender the certificate
for all of the Warrants to ITI for cancellation against payment of the amount,
if any, by which the closing price on the New York Stock Exchange of the common
stock of ITI (determined as at the last date that such stock traded prior to the
Effective Date) exceeds US$7.75 per share, multiplied by 1,449,007, representing
the number of Warrants surrendered.
4. The Tandy Group represents and warrants to the InterTAN Group that one
or more members of the Tandy Group holds, as pledgee under the Stock Pledge
Agreement referred to in Schedule A annexed hereto, the stock certificates
referred to in Schedule B annexed hereto. On the Effective Date, the Tandy Group
shall surrender to ITI all stock certificates representing such shares and any
associated stock powers, powers of attorney or similar instruments.
5. All of the parties hereto, at the expense of the InterTAN Group, will do
all things and execute all further agreements, instruments and documents
necessary or desirable to carry
out the terms and provisions hereof, including without limitation, the
furnishing of discharges in registrable form for, and/or the assignment of, any
or all security interests currently held by any member of the Tandy Group for
the obligations of any member of the InterTAN Group.
6. This Agreement shall be construed in accordance with and governed by the
laws of the State of Texas. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
INTERTAN, INC. INTERTAN AUSTRALIA LTD.
By: By:
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Title: Title:
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TECHNOTRON SALES CORP. PTY. LIMITED INTERTAN CANADA LTD.
By: By:
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Title: Title:
-------------------------------- ----------------------------------
INTERTAN U.K. LIMITED TANDY CORPORATION
By: By:
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Title: Title:
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TRANS WORLD ELECTRONICS, INC. A&A INTERNATIONAL, INC.
By: By:
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Title: Title:
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SCHEDULE A
Each of the following agreements, documents or instruments as amended,
supplemented or replaced from time to time, up to and including the Effective
Date, are deemed the "Restructuring Agreements":
1. Terms Agreement dated July 23, 1993 between the InterTAN Group and Tandy
(insofar as it applies to the agreements and documents listed below).
2. Sale and Purchase Agreement dated August 5, 1993 among the Banks, Trans
World, the InterTAN Group, Tandy and the Agent.
3. Loan Agreement dated as of August 3, 1993 between InterTAN Group and
Trans World and all loan and security documentation in connection
therewith.
4. General Security Agreement dated as of August 3, 1993 among the InterTAN
Group, Tandy, Trans World and A&A.
5. Stock Pledge Agreement dated August 3, 1993 among the InterTAN Group and
the Tandy Group.
6. Warrant Agreement dated as of August 5, 1993 between ITI and Trans
World.
7. Registration Rights Agreement dated as of August 5, 1993 between ITI and
Trans World.
8. Secured Loan Agreement dated as of August 25, 1993 between the InterTAN
Group, ESA and Trans World and the other "Loan Documents" (excluding
the "Distribution Agreement" and any lease guaranty obligations
thereunder) and "Security Agreements" (all as defined in such Secured
Loan Agreement) and all other security granted by members of the
InterTAN Group pursuant thereto.
9. Inventory Repurchase Agreement dated as of May 6, 1994 among CIBC, the
Tandy Group and the InterTAN Group (excluding TSC).
SCHEDULE B
STOCK HELD BY TANDY GROUP
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ISSUER HOLDER CERT.# #SHARES CERT. DATE
- -------- ---------- ---------- ------------ ----------------
TSC ITI A2 99,999 8-26-93
TSC L. Neumann A4 1 3-8-94
ITC ITI 21 20,000 12-1-86
ITUK ITI 5 14,000,001 10-18-93
ITUK ITI 1 1 12-13-93
ITUK ITC 4 8,000,000 5-31-88
ESA ITC 1 755,051 ?-93
ESA A. Barwood 2 6 1-28-94
ITA ITI A1 1 8-26-93
ITA M. Williams A5 1 8-26-93
ITA ITI A6 4,999,995 8-26-93
ITA L. Neumann A7 1 3-8-94
ITA J. Williams A8 1 3-8-94
ITA D. Saunders A9 1 3-8-94