<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 25, 1999
(Date of earliest event reported)
InterTAN, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 1-10062 75-2130875
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
201 Main Street, Suite 1805
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(817) 348-9701
<PAGE>
Item 2. Acquisition or Disposition of Assets
------------------------------------
On January 25, 1999, pursuant to a Share Sale Agreement dated January
23, 1999, InterTAN, Inc., a Delaware corporation (the "Registrant"), and
InterTAN Canada Ltd., a wholly-owned subsidiary of the Registrant, each
transferred and conveyed all of their respective equity interest in InterTAN
U.K. Limited, an England/Wales corporation and wholly-owned subsidiary of the
Registrant (the "Company"), to Beheer-En Beleggingsmaatschappij Antika B.V., a
company registered in the Netherlands (the "Purchaser"), for cash consideration
consisting of (pound)2,800,000. The consideration paid at closing consisted of
the repayment of certain inter-company debt owing by the Company to the
Registrant on the closing date. Post-closing, the Purchaser may be required to
pay the Registrant additional consideration as a result of certain tax savings
which may be realized by the Company and/or the Purchaser; any such future
payments will be deemed to be made in consideration for the further satisfaction
of certain inter-company debt which was owing from the Company to the Registrant
on the closing date. The Company owns and operates retail stores in the U.K.
through which it engages in the sale of a broad range of private label and brand
name consumer electronics products.
The consideration received by Registrant was determined through
arms-length negotiation between the Registrant and the Purchaser.
Item 7. Financial Statements and Exhibits.
---------------------------------
(b) Unaudited pro forma consolidated financial information
InterTAN, Inc.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated statements of operations
for the year ended June 30, 1998 and for the six months ended December 31, 1998
reflect the historical accounts of the Company adjusted to give effect to the
Company's disposition of InterTAN U.K. Limited as if the disposition had
occurred as of the beginning of each period presented.
The following unaudited pro forma consolidated balance sheet as at
December 31, 1998 reflects the historical consolidated balance sheet of
InterTAN, Inc. (the "Company") adjusted to give effect to the disposition of the
Company's operating subsidiary in the United Kingdom as if such dispositions had
taken place on December 31, 1998.
The accounts of InterTAN U.K. Limited are maintained in pounds
sterling. The statement of operations is translated using monthly average
exchange rates and the balance sheet has been translated at the exchange rate in
effect on the balance sheet date (as at December 31, 1998 the exchange rate was
1.6595 U.S. dollars to the pound sterling).
The unaudited pro forma consolidated financial information should be
read in conjunction with the historical financial statements of the Company. The
unaudited pro forma consolidated financial data is for informational purposes
only. It is not necessarily indicative of the results of operations or the
financial position which would have been attained had the disposition been
consummated at the foregoing dates and is not intended to project the Company's
financial condition on any future date or results of operations for any future
period.
2
<PAGE>
InterTAN, Inc.
Pro Forma Consolidated Statements of Operations
For the Six Months Ended December 31, 1998
- --------------------------------------------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
Historical
Historical InterTAN Pro Forma
Consolidated UK Limited (1) Consolidated
----------------- ------------------ -----------------
<S> <C> <C> <C>
Net sales and operating revenues............ $ 320,223 $ 97,141 $ 223,082
Other income................................ 129 31 98
----------------- ------------------ -----------------
320,352 97,172 223,180
----------------- ------------------ -----------------
Operating costs and expenses:
Cost of products sold.................... 181,509 57,078 124,431
Selling, general and administrative
expenses............................... 108,154 35,873 72,281
Depreciation and amortization............ 3,620 856 2,764
Initial costs of disposition of United
Kingdom Subsidiary..................... 376 376 -
----------------- ------------------ -----------------
293,659 94,183 199,476
----------------- ------------------ -----------------
Operating income............................ 26,693 2,989 23,704
Foreign currency transaction gains.......... (455) (9) (446)
Interest expense, net....................... 2,746 927 1,819
----------------- ------------------ -----------------
Income before income taxes.................. 24,402 2,071 22,331
Provision for income taxes.................. 10,933 - 10,933
----------------- ------------------ -----------------
Net income.................................. $ 13,469 $ 2,071 $ 11,398
================= ================== =================
Basic net income per
average common share................... $ 1.07 $ 0.90
Diluted net income per
average common share................... $ 0.96 $ 0.64
Average common shares outstanding........... 12,636 12,636
Average common shares outstanding
assuming dilution...................... 15,992 20,799
</TABLE>
The accompanying notes are an integral part of these pro forma consolidated
financial statements.
3
<PAGE>
InterTAN, Inc.
Pro Forma Consolidated Statements of Operations
For the Year Ended June 30, 1998
- --------------------------------------------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
Historical
Historical InterTAN UK Pro Forma
Consolidated Limited(1) Consolidated
------------------ --------------- -----------------
<S> <C> <C> <C>
Net sales and operating revenues............ $ 541,374 $ 172,528 $ 368,846
Other income................................ 511 201 310
------------------ --------------- -----------------
541,885 172,729 369,156
------------------ --------------- -----------------
Operating costs and expenses:
Cost of products sold.................... 307,934 104,877 203,057
Selling, general and administrative
expenses............................... 211,458 75,462 135,996
Depreciation and amortization............ 7,421 1,482 5,939
Provision for business restructuring..... 12,712 12,712 -
------------------ --------------- -----------------
539,525 194,533 344,992
------------------ --------------- -----------------
Operating income............................ 2,360 (21,804) 24,164
Foreign currency transaction (gains) losses. (761) 1 (762)
Interest expense, net....................... 5,464 943 4,521
------------------ --------------- -----------------
Income before income taxes.................. (2,343) (22,748) 20,405
Provision for income taxes.................. 10,430 - 10,430
------------------ --------------- -----------------
Net income.................................. $ (12,773) $ (22,748) $ 9,975
================== =============== =================
Basic net income per
average common share................... $ (1.05) $ 0.82
Diluted net income per
average common share................... $ (1.05) $ 0.63
Average common shares outstanding........... 12,138 12,138
Average common shares outstanding
assuming dilution...................... 12,138 20,061
</TABLE>
The accompanying notes are an integral part of these pro forma consolidated
financial statements.
4
<PAGE>
InterTAN, Inc.
Pro Forma Balance Sheet
December 31, 1998
- --------------------------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Historical Pro Forma Pro Form
Consolidated Adjustments Consolidated
--------------------------------------------------------------
<S> <C> <C> <C>
Assets
Current Assets:
Cash and short-term investments........................ $ 48,817 $ (8,554) (2) $ 40,263
Accounts receivable, less allowance for
doubtful accounts................................... 16,370 (4,727) (3) 11,643
Inventories............................................ 158,779 (49,869) (3) 108,910
Other current assets................................... 8,426 (4,666) (3) 3,760
Deferred income taxes.................................. 365 - 365
--------------------------------------------------------------
Total current assets............................... 232,757 (67,816) 164,941
Property and equipment, less accumulated
depreciation and amortization.............................. 26,253 (7,091) (3) 19,162
Other assets.................................................... 551 - 551
--------------------------------------------------------------
$ 259,561 $ (74,907) $ 184,654
==============================================================
Liabilities and Stockholders' Equity
Current Liabilities:
Short-term bank borrowings............................. $ 11,617 $ (11,617) (3) $ -
Accounts payable....................................... 33,987 (19,580) (3) 14,407
Accrued expenses....................................... 48,430 (13,037) (4) 35,393
Income taxes payable................................... 21,889 - 21,889
--------------------------------------------------------------
Total current liabilities......................... 115,923 (44,234) 71,689
9% convertible subordinated debentures.......................... 36,894 - 36,894
Other liabilities............................................... 7,088 (739) (3) 6,349
--------------------------------------------------------------
159,905 (44,973) 114,932
--------------------------------------------------------------
Stockholders' Equity:
Preferred stock........................................ - - -
Common stock........................................... 12,849 - 12,849
Additional paid-in capital............................. 117,391 - 117,391
Retained earnings (deficit)............................ 3,221 (34,118) (5) (30,897)
Foreign currency translation effects................... (33,805) 4,184 (6) (29,621)
--------------------------------------------------------------
Total stockholders' equity........................ 99,656 (29,934) 69,772
--------------------------------------------------------------
$ 259,561 $ (74,907) $ 184,654
==============================================================
</TABLE>
The accompanying notes are an integral part of these pro forma consolidated
financial statements.
5
<PAGE>
(1) Represents the historical results of operations of InterTAN U.K.
Limited for the year ended June 30, 1998 and for the six months
ended December 31, 1998, which are being removed for pro forma
purposes from the Company's consolidated results of operation for
the same periods.
(2) Represents the cash recorded in the accounts of InterTAN U.K.
Limited of $13,201,000 less the proceeds from the sale of
approximately(pound)2.8 million, or $4,647,000.
(3) Represents the book value of the assets and liabilities recorded in
the accounts of InterTAN U.K. Limited, all of which have been sold
in connection with the disposition.
(4) Represents the accrued liabilities recorded in the accounts of
InterTAN U.K. Limited of $15,257,000, less an accrual for the
estimated selling costs born by the Company.
(5) Represents the initial estimate of the loss on disposition of
InterTAN U.K. Limited.
(6) Represents the estimated cummulative foreign currency translation
loss associated with the Company's investment in InterTAN U.K.
Limited, which will be recognized as part of the overall loss on
disposition.
6
<PAGE>
(c) Exhibits
Exhibit No. Description
---------- -----------
2.1 Share Sale Agreement dated January 23, 1999 between
InterTAN, Inc. and Beheer-En Beleggingsmaatschappij
Antika B.V.
10.1 Deed of Indemnity dated January 23, 1999 between
InterTAN, Inc., Tandy Corporation, InterTAN Canada
Ltd., The Carphone Warehouse Limited and Worldwide
Telecommunications Ltd.
10.2 Tax Deed dated January 23, 1999 between InterTAN,
Inc. and Beheer-En Beleggingsmaatschappij Antika B.V.
7
<PAGE>
SIGNATURES
----------
Pursuant to the requirements 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.
InterTAN, Inc.
February 16, 1999 By: /s/ David S. Goldberg
---------------------------
David S. Goldberg
Vice President, Secretary
and General Counsel
8
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ---------- -----------
2.1 Share Sale Agreement dated January 23, 1999 between InterTAN,
Inc. and Beheer-En Beleggingsmaatschappij Antika B.V.
10.1 Deed of Indemnity dated January 23, 1999 between InterTAN,
Inc., Tandy Corporation, InterTAN Canada Ltd., The Carphone
Warehouse Limited and Worldwide Telecommunications Ltd.
10.2 Tax Deed dated January 23, 1999 between InterTAN, Inc. and
Beheer-En Beleggingsmaatschappij Antika B.V.
<PAGE>
EXHIBIT 2.1
Share Sale Agreement
THIS AGREEMENT is made on 23 January 1999
BETWEEN:
1. INTERTAN, INC., a corporation organised under the laws of the State of
Delaware, USA and having its principal offices at 201 Main Street, Suite
1805, Fort Worth, Texas, 76102 USA ("Seller"); and
2. BEHEER-EN BELEGGINGSMAATSCHAPPIJ ANTIKA B.V. a company registered in the
Netherlands and of which the registered office is at Koningslaan 34, 1705
AD Amsterdam ("Buyer").
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement unless the context otherwise requires, the
following words shall bear the following meanings:
WORD MEANING
"Accounts" the published statutory accounts of the
Company relating to the accounting reference
period ended on the June 30, 1998 together
with the notes, reports and other documents
annexed to them;
"Agreed Form" a form agreed by and signed by or on behalf of
the Parties;
"Associate" any person with whom Buyer is connected within
the meaning of section 839 of the Taxes Act or
for whom Buyer may be a personal
representative;
"Auditors" the auditors for the time being of the
Company;
"Balance Sheet Date" December 31, 1998;
<PAGE>
"Bank of America Loan" any amounts advanced to or owed by the
Company or facilities or instruments
provided to or at the request of the
Company pursuant to the loan agreement
dated 22 December 1997 as subsequently
amended and made between InterTAN Canada
Ltd, the Company, the Seller, Bank of
America Canada, Bank of America N.T. &
S.A. and the other lenders named
therein.
"Business Day" a day on which banks generally are open
in the City of London and Fort Worth,
Texas for the transaction of normal
banking business;
"Buyer's Group" Buyer and any person which shall be its
Associate, holding company and any
company which shall be a subsidiary of
Buyer or such holding company in all
cases at any time after Closing and any
of them;
"Buyer's Scottish Solicitors" Leslie Woolfson, Waterloo Chambers, 19
Waterloo Street, Glasgow G2 6BQ;
"Buyer's Solicitors" Olswang, 90 Long Acre, London WC2E 9TT
"Certificates of Title" the certificates to be prepared by
Seller's Solicitors for the benefit of
Buyer in the Agreed Form in respect of
the 75 Properties against which the
words "Seller's Solicitors" or "Seller's
Scottish Solicitors" appear in the
seventh column of Schedule 2;
"Certified Properties" all and any Properties against which the
words "Seller's Solicitors", "Seller's
Scottish Solicitors", "Buyer's
Solicitors" or "Buyer's Scottish
Solicitors" appear in the seventh column
of Schedule 2;
"Clause", "Schedule" and
"Party" respectively, a clause of, or a schedule
or party to this Agreement, and the
Schedules form part of and are deemed to
be incorporated in this Agreement;
"Closing" completion of the sale and purchase of
the Shares;
<PAGE>
"Companies Act" the Companies Act 1985 (as amended or
re-enacted by the Companies Act 1989);
"Company" InterTAN UK Limited (including any name
by which it is subsequently known
following Closing) details of which are
set out in Part 1 of Schedule 1;
"Consideration" the aggregate consideration for the
Shares referred to in Clause 3;
"Deed of Indemnity" the deed of indemnity in Agreed Form;
"disclosed" fairly disclosed in the Disclosure
Letter;
"Disclosure Documents" all the documents in the bundles
attached to or delivered with the letter
set out at Schedule 4;
"Disclosure Letter" the letter set out at Schedule 4 from
Seller to Buyer dated on the date of
this Agreement, and the Disclosure
Documents;
"Environmental Laws" all laws, statutes, bye-laws or
regulations of the United Kingdom or any
part thereof relating to pollution or
protection of the environment, including
laws relating to emissions, seepages,
spillages, discharges, escapes, releases
or threatened escapes or releases of
pollutants, contaminants, chemicals or
toxic or hazardous substances, wastes,
materials or noise into the environment
or otherwise relating to the
manufacture, processing, distribution,
use, keeping, treatment, disposal,
deposit, storage, transport or handling
of the same;
<PAGE>
"Environmental Liabilities" any penalties, costs, claims, actions,
damages, losses, liabilities and
expenses (including legal expenses)
arising directly or indirectly from the
presence, escape, discharge or emission
of any pollutants, contaminants,
chemicals or toxic or hazardous
substances, wastes, materials, or from
any breach of, or from any breach of any
licence or consent required by, any
Environmental Laws, arising in
connection with the Properties;
"event" includes any act, omission, transaction
or circumstance (including any of such
matters provided for under this
Agreement);
"Intercompany Debt" all amounts owing to Seller's Group by
the Company on execution of this
Agreement;
"Losses" the aggregate amount of trading losses
as finally agreed for the purposes of
Section 393 of the Taxes Act with the
Inland Revenue for the year ending 30
June 1998;
"Management Reports" the management accounts of the Company
for the period ending December 31, 1998
reproduced as Disclosure Document 3.25;
"Parties" Seller and Buyer and "Party" shall mean
either of them;
"Pension Scheme" the InterTAN UK Limited Retirement
Benefits Scheme also known as the
InterTAN Plan;
"person" individual, partnership, government or
governmental body, firm, corporation or
unincorporated association, in each case
subsisting under the laws of any
jurisdiction;
"Properties" the properties briefly described in
Schedule 2 or any one or more of them or
any part of or interest in any of such
properties;
<PAGE>
"Revenue" all fiscal authorities (national or
local) whether of the United Kingdom or
elsewhere;
"Seller's Group" Seller and any company which shall be
its holding company and any company
(other than the Company) which shall be
a subsidiary of Seller or such holding
company for the time being and any of
them;
"Seller's Scottish
Solicitors" Morton Fraser, 18 York Place, Edinburgh,
EH1 3EP;
"Seller's Solicitors" Warner Cranston of Pickfords Wharf,
Clink Street, London SE1 9DG;
"Shares" the whole of the issued and allotted
share capital of the Company at Closing;
"Tax Deed" a deed of covenant regarding Tax in the
Agreed Form;
"Taxation" or "Tax" all forms of taxation, duties (including
stamp duty, customs and excise duty, and
VAT), levies, imposts, charges,
withholdings, national insurance and
other contributions, rates and PAYE
liabilities (including any related or
incidental penalty, fine, interest or
surcharge) whenever created or imposed
and whether of the United Kingdom or
elsewhere;
"Taxes Act" the Income and Corporation Taxes Act
1988;
"TCWL" The Carphone Warehouse Limited a company
registered in England under no. 2142673;
"Unclaimed Capital
Allowances" the difference between the book value of
the expenditure of the Company eligible
for capital allowances and the Company's
pools of qualifying expenditure under
s24(2) of the Capital Allowances Act
1990 at 30 June 1998;
<PAGE>
"Unrelieved Provisions" any amounts that have been charged on
the Company and not yet deducted by it
from its profits for tax purposes for
which amounts provision has been made in
the Accounts as at 30 June 1998; and
"Warranties" the warranties, representations and
undertakings contained or referred to in
Clause 6 and Schedule 3.
1.2. In this Agreement unless the context otherwise requires:
1.2.1. any reference to a statute or statutory provision includes a
reference to that provision as amended, re-enacted or
replaced and any regulations or orders made under such
provisions from time to time whether before or after the
date of this Agreement and any former statutory provision
replaced (with or without modification) by the provision
referred to;
1.2.2. any reference to the singular includes a reference to the
plural and vice versa; and any reference to the masculine
includes a reference to the other genders;
1.2.3. any agreement, warranty, representation, indemnity, covenant
or undertaking on the part of two or more persons shall be
deemed to be given or made by such persons jointly and
severally; and
1.2.4. words and expressions defined in the Companies Act bear the
meanings respectively given to them in the Companies Act;
and
1.2.5. other than in respect of the Warranty given in paragraph 424
of Schedule 3, references to "Seller knows" "Seller's
knowledge", "so far as Seller is aware" and similar and
related expressions shall refer only to the actual knowledge
at Closing of Elsom Eldridge, Andrew Fryatt and Frank McHugh
having made reasonable enquiries of Michael Hawker
(Information Technology), David Johnson (Merchandising),
Martin Lankester (Real Property), Malcolm Smyth (Wednesbury
Facility and Human Resources) and Martin Wright (Accounting)
as to the subject matter of the relevant statement so
qualified.
1.3. Headings and titles are used in this Agreement for ease of reference
only and do not affect the interpretation of this Agreement.
2. SALE AND PURCHASE
2.1. Seller shall sell or procure the sale with full title guarantee of,
and Buyer shall purchase the Shares free from all rights or interests
of third parties including without limitation any option, rights of
first refusal, liens, charges, mortgages or other encumbrances
together with all rights now or hereafter attaching to them.
<PAGE>
2.2. Seller hereby irrevocably waives and shall procure that InterTAN
Canada Ltd irrevocably waives any and all pre-emption rights over the
Shares conferred by the articles of association of the Company or
otherwise.
3. CONSIDERATION
3.1. The consideration payable for the Shares shall be nil.
4. INTERCOMPANY DEBT
4.1. Buyer shall procure that the Company shall make by Telegraphic
Transfer on Closing a repayment of an amount of (Pounds)2,800,000 of
the Intercompany Debt.
4.2. In further satisfaction of the Intercompany Debt Buyer undertakes to
make the following payments ("Payments") to Seller:
4.2.1. at the rate of 30p for every (Pounds)1 of Taxation saved as a
result of set off after Closing of the Losses, against profits
of the Company or Buyer's Group;
4.2.2. at the rate of 30p for every (Pounds)1 of Taxation saved as a
result of set off after Closing of the Unclaimed Capital
Allowances against profits of the Company or Buyer's Group;
and
4.2.3. at the rate of 30p for every (Pounds)1 of Taxation saved as a
result of Unrelieved Provisions (i) becoming deductible after
Closing against the profits of the Company or Buyer's Group,
or (ii) amounts expended after Closing charged against
Unrelieved Provisions being agreed to be deductible, or (iii)
Unrelieved Provisions being released after Closing and agreed
not to be taxable;
either (i) on the date on which such are agreed by the Inland Revenue
to be capable of utilisation against the trading profits of the
Company or of Buyer's Group or (ii) as the case may be 12 months
after the date the Company filed its corporation tax self assessment
return, seeking such utilisation, unless the Company receives a
"Notice of Enquiry" or other indication of disagreement from the
Inland Revenue in which case the Payment shall be payable on the date
that the Notice of Enquiry or such other indication or any appeal
relating thereto is finally resolved.
4.3. The Payments shall carry interest (before and after judgement) at the
rate of 1 per cent above the base rate from time to time of Lloyds
Bank Plc from the last date upon which, but for the relief in
question, Tax would have been payable by the Company to the Inland
Revenue without a liability to pay interest to the Inland Revenue on
overdue Tax arising, until the date Seller receives such amount of the
Payment in cleared funds.
4.4. Buyer agrees to undertake that it will:-
<PAGE>
4.4.1. inform Seller as to the extent of any offset against the
trading profits of the Company or Buyer's Group claimed in
respect of each accounting period within 7 days of submitting
the tax computations or returns for such accounting period:
and
4.4.2. permit Seller's accountants or other reasonable
representatives, at any time upon reasonable notice (on not
more than two occasions each for not more than 5 full working
days in any one period of 12 months), access to its books and
records, tax returns and tax computations, so as to enable
Seller to verify the Losses, Unclaimed Capital Allowances or
Unrelieved Provisions which have been claimed for offset
against trading profits of the Company or Buyer's Group.
4.5. For the avoidance of doubt Buyer and the Company shall not be obliged
to offset the Losses, Unclaimed Capital Allowances or Unrelieved
Provisions in priority to any other reliefs available to the Company.
The Company shall be deemed to offset losses for accounting periods
ending after Closing against profits of the Company in priority to the
Losses. The Company shall keep a separate notional pool of qualifying
expenditures incurred after 30 June 1998 and shall be deemed to
utilise capital allowances deriving from such pool in priority to
those deriving from Unclaimed Capital Allowances.
4.6. Save as provided in this Clause 4, Seller hereby and with immediate
effect, irrevocably and unconditionally waives the right to repayment
of the Intercompany Debt.
4.7. To the extent that, contrary to the Parties' understanding and
expectations, the waiver in Clause 4.6 is treated by the UK Inland
Revenue as being ineffective to prevent paragraph 5(3) of Schedule 9
to the Finance Act 1996 giving rise to a loan relationship credit,
Clause 7 of the Tax Deed shall apply in relation to any claim in
respect of such paragraph 5(3), and Buyer agrees that the Losses,
Unclaimed Capital Allowances and/or Unrelieved Provisions shall be set
off against such credit and Buyer shall have no obligation to make
Payments in respect of such set off.
4.8. Seller shall indemnify and keep indemnified Buyer against any charge
to Tax arising as a result of Clause 4.6 which cannot be set off as
provided in Clause 4.7, provided that the provisions of Clauses 6.6,
6.7, 6.10.5, 6.15, 6.17 and 6.18 shall operate to limit the liability
of Seller under this Clause 4.8 and so that references in those
provisions of Clause 6 to "breach", "claim" and "liability" (and any
similar expression) shall, unless the context otherwise requires, be
references to a breach of or a claim or liability arising under this
Clause 4.8 and provided that Buyer shall take all reasonable steps to
mitigate any claim against Seller under this Clause 4.8 .
5. CLOSING
5.1. Closing shall take place at the offices of Seller's Solicitors
immediately after the exchange of this Agreement when the Parties
shall comply with their respective
<PAGE>
obligations as set out in this Clause 5.
5.2. Seller shall deliver to Buyer or (at the option of Buyer) to its
nominee(s):
5.2.1. duly executed share transfers in respect of the Shares in
favour of Buyer or as it may direct, together with the relevant
share certificates or other documents of title and any power of
attorney or other authority under which such transfers have
been executed and an indemnity in Agreed Form in relation to
any missing certificates;
5.2.2. a waiver of any pre-emption rights it may have in respect of
the Shares duly executed by InterTAN Canada Ltd;
5.2.3. the unqualified resignation with effect from Closing of the
present Auditors as auditors of the Company by notice in
accordance with section 392 of the Companies Act which shall
contain a statement in accordance with section 394 of the
Companies Act;
5.2.4. the common seal, the certificate of incorporation and copies of
the Memorandum and Articles of Association (containing copies
of all such resolutions and agreements as are referred to in
section 380 of the Companies Act) of the Company and the
registers and books required by the Companies Act to be kept by
it, all of which shall be written up to date as at Closing;
5.2.5. all deeds and documents of title disclosed and relating to the
Properties;
5.2.6. such evidence as Buyer may reasonably require of the
irrevocable and unconditional release and discharge of the
Company from the liabilities or obligations given or entered
into by the Company to or in favour of any person in respect of
the liabilities or obligations of Seller's Group pursuant to
the following agreements or documents:
(1) a Loan Facility Agreement dated 22 December 1997 between
Bank of America Canada, Bank of America National Trust and
Savings Association, InterTAN Canada Ltd, InterTAN, Inc,
the Lenders (as defined therein) and InterTAN U.K. Limited
(the "Facility Agreement");
(2) the Trust Deed dated 30 December 1997 between the same
parties as the Facility Agreement;
(3) the Syndicated Composite Guarantee and Debenture dated 30
December 1997 between Bank of America National Trust and
Savings Association and InterTAN UK Limited;
(4) the Note dated 22 December 1997 signed by InterTAN UK
Limited and endorse in favour of Bank America Canada on 30
December 1997;
<PAGE>
(5) the Debenture dated 30 December 1997 between InterTAN,
Inc. and InterTAN UK Limited; and
(6) the Assignment Agreement dated 30 December 1997 made by
InterTAN, Inc. and warranted in part by InterTAN UK
Limited.
5.2.7. the Tax Deed duly executed by Seller;
5.2.8. the Certificates of Title;
5.2.9. the Deed of Indemnity executed by Seller, InterTAN Canada
Ltd, InterTAN UK Limited and Tandy Corporation;
5.2.10. waivers in the Agreed Form from each member of Seller's Group
unconditionally releasing the Company from any obligations to
pay any sum after Closing to that member of Seller's Group;
and
5.2.11. a unanimous resolution of all the shareholders of TCWL and a
unanimous resolution of all the directors of TCWL approving
the entering into by TCWL of the Deed of Indemnity.
5.3. Seller shall procure that a board meeting of the Company will be held
which will transact the following business:
5.3.1. (subject only to them being stamped) the approval of the
transfer of Shares and Buyer and/or its nominee(s) being
entered in the register of members of the Company as the
holders of the Shares;
5.3.2. the appointment of such persons as Buyer may nominate as
directors of the Company;
5.3.3. the acceptance of the resignation of auditors referred to in
this Clause 5;
5.3.4. the appointment of such firm of chartered accountants as
Buyer may require as auditors to the Company;
5.3.5. the change of the registered office, the accounting reference
date and the bank mandates of the Company in accordance with
Buyer's requirements; and
5.4. Buyer shall procure that the payment referred to in Clause 41 is made
by way of direct transfer by means of the Clearing House Automatic
Payment System to such bank account as Seller shall nominate.
5.5. Buyer shall deliver to Seller's Solicitors:
5.5.1. a counterpart Tax Deed duly executed by Buyer;
5.5.2. the Deed of Indemnity duly executed by TCWL.
5.6. On Closing the Company will repay the Bank of America Loan.
<PAGE>
6. WARRANTIES AND LIMITATIONS OF SELLER'S LIABILITY
6.1. Seller represents and warrants to and undertakes with Buyer that, save
as disclosed, each of the Warranties is at the time of execution of
this Agreement true and accurate save that none of the Warranties
other than those in Paragraph 4 of Schedule 3 shall apply to the
Properties, and that none of the Warranties other than those in
Paragraph 4.37 of Schedule 3 shall give rise to any liability of
Seller in relation to any Environmental Liability.
6.2. Each of the Warranties is separate and independent.
6.3. Seller unconditionally and irrevocably waives any rights it may have
against any of the employees of the Company on whom it may have relied
before agreeing to any terms of this Agreement, the Tax Deed or any
documents connected to them. Buyer holds the benefit of this Clause
on trust for the Company and the relevant employees.
6.4. The following provisions of this Clause 6 shall operate to limit the
liability of Seller under the Warranties and the Tax Deed, save that
Clauses 6.8, 6.9, 6.10.1, 6.10.3, 6.10.6, 6.11, 6.13, 6.14, 6.22 and
(in relation to any claim under indemnity in the Tax Deed as to the
level of provisions made in the Accounts or the Management Reports for
liability to Taxation) Clause 6.10.9 shall not operate to limit the
liability of Seller under the Tax Deed. Subject to the preceding
sentence references in this Clause 6 to "breach", "claim" and
"liability" (and any similar expression) shall, unless the context
otherwise requires, be references to a breach of or a claim or
liability arising under the Warranties or the Tax Deed notwithstanding
any other provisions contained in this Agreement.
6.5. No claim shall be made unless Seller shall have been given written
notice by Buyer of that claim and reasonably full details of the
specific matter and (so far as reasonably possible) amount in respect
of which that claim is made, prior to 30 September 2000 save that for
claims under paragraph 6 of Schedule 3 or under the Tax Deed the
relevant time period shall be, prior to the seventh anniversary of
Closing.
6.6. Any claim shall, if it has not been previously satisfied settled or
withdrawn, be deemed to have been withdrawn and shall become fully
barred and unenforceable (and no new claim may be made in respect of
the facts giving rise to such withdrawn claim) on the expiry of the
period of six months commencing on the date on which notice of the
claim shall be given to Seller unless by then proceedings in respect
of that claim shall have been issued and served upon Seller
6.7. The aggregate liability of Seller in respect of all claims under the
Warranties, Tax Deed and Clause 4.8 shall not in any event exceed
(Pounds)2,800,000.
6.8. Buyer shall not make any claim against Seller unless the loss
sustained under that claim shall exceed (except as provided in Clause
6.24) (Pounds)4,000 and then the full
<PAGE>
amount shall be recoverable and not the excess only.
6.9. Seller shall have no liability in respect of any claims made in
accordance with Clause 6.8 unless the total loss sustained in respect
of all of those claims (when aggregated with any losses sustained
under any previous such claims) shall exceed (except as provided in
Clause 6.24) (Pounds)50,000 and then the full amount shall be
recoverable and not the excess only.
6.10. Seller shall have no liability:
6.10.1. in respect of any matter disclosed;
6.10.2. in respect of any matter to the extent it is provided for
under this Agreement and any matter hereafter done or omitted
to be done by, at the written request or with the written
approval of Buyer;
6.10.3. to the extent that Buyer had actual knowledge at Closing of
the matters giving rise to such liability, provided that for
these purposes Buyer's actual knowledge shall refer to the
actual knowledge of David Ross, Charles Dunstone Brendan
Forster, Don Curren, Guy Johnson, and Nigel Langstaff;
6.10.4. in respect of any matter or liability to the extent that a
specific provision, allowance or reserve in respect thereof
was made in the Accounts and/or the Management Reports;
6.10.5. to the extent that such liability would not have arisen but
for a change after the date hereof in any legislation or
government or governmental order or rule;
6.10.6. in respect of a contingent liability of the Company or Buyer
unless and until such contingent liability (i) prior to 30
September 2000 becomes an actual liability of the Company or
Buyer and is due and payable or (ii) is a contingent
liability not specifically provided for in the Accounts and
for which the Company or Buyer has specifically and properly
provided or reserved for in its accounts (in accordance with
applicable generally accepted accounting principles) after
Closing and prior to 30 September 2000 which prior to 30
September 2002 becomes an actual liability and is due and
payable;
6.10.7. in respect of any impact the advent or continuance of the
year 2000 or any other year may have on the ability of any
part of any computer hardware or software owned or used by
the Company, to perform or function normally;
6.10.8. in relation to any defective product sold or supplied by the
Company prior to Closing including any failure or inability
of any part of that product to perform or function normally
as a result of the advent or continuance of the year 2000 or
any other year;
<PAGE>
6.10.9. in respect of the amount, the availability or non-
availability of the Losses, the Unclaimed Capital Allowances
or the Unrelieved Provisions.
6.11. Buyer shall not be entitled to make any claim if and to the extent
that the subject matter of such claim is not covered but would have
been covered by Buyer's insurance policies had Buyer maintained the
same level of insurance cover in respect of the Company, its assets
and business as existed immediately prior to Closing as set out in
the Disclosure Letter. Subject thereto if Buyer or the Company shall
be entitled to recover (or claim reimbursement) from some other
person (including any insurer) of any sum by reason of or in respect
of the matter giving rise to a claim against Seller, Buyer shall
(and shall procure that the Company shall), subject to being
indemnified to its reasonable satisfaction against all reasonable
costs and expenses for which Buyer or the Company may become liable,
take such steps to enforce such recovery or reimbursement as Seller
may reasonably request in respect of that claim, provided that Buyer
shall not be obliged to take any steps which in the reasonable
opinion of Buyer would have an adverse effect upon the business of
the Company.
6.12. If Seller pays to Buyer an amount in respect of any liability and
Buyer or the Company subsequently recovers from a third party a sum
which is referable to that liability, Buyer shall immediately repay
to Seller so much of the amount paid by Seller as is equal to the
sum recovered from the third party less all reasonable costs,
charges and expenses incurred by Buyer or the Company in recovering
that sum from the third party and less the amount of any Taxation
payable by Buyer or the Company on the amount recovered.
6.13. The amount of Seller's liability under the Warranties (but for this
Clause 6.13) shall be reduced by the amount (if any) by which any
provision for any liability in the Accounts shall at the date of any
claim relating to such liability be confirmed by the auditors for
the time being of Buyer at the request of any party to be an over-
provision; and the amount of the over-provision shall subsequently
be treated as reduced by the amount by which Seller's liability
shall have been reduced.
6.14. If Buyer or the Company shall receive any claim ("a Third Party
Claim") which shall be made by a third party against the Company,
which might constitute or give rise to a liability pursuant to this
Agreement, Buyer shall (subject to being indemnified and secured to
its reasonable satisfaction against all reasonable costs and
expenses for which it or the Company may become liable):-
6.14.1. take such action as Seller may reasonably request to avoid,
dispute, resist, appeal, compromise or defend or mitigate
any such Third Party Claims;
6.14.2. not make any admission of or settle or compromise any
liability which the Company may have in relation to the
Third Party claim without the prior written consent of
Seller, such consent not to be unreasonably withheld or
delayed; and
6.14.3. if so required by Seller in writing retain solicitors chosen
by Seller to proceed on
<PAGE>
behalf of Buyer or the Company in relation to the Third
Party Claim in accordance with the instructions of Seller
and give to such solicitors all and every assistance and
information as they may require.
6.15. Buyer shall not be entitled to recover damages, or obtain payment,
reimbursement, restitution or indemnity more than once in respect of
any one shortfall, damage, deficiency or breach or other set of
circumstances.
6.16. The sole remedy available to Buyer in respect of any breach of the
Warranties shall be in damages and Buyer shall have no right to
rescind this Agreement and any such right is hereby expressly
excluded.
6.17. The amount of any successful claim against Seller shall be deemed to
constitute a reduction in the Consideration.
6.18. Seller shall have no liability for indirect or consequential loss or
damage or for loss of profit.
6.19. Each limitation of liability under this Clause 6 shall be separate
and independent and save as expressly otherwise provided in this
Agreement shall not be limited by reference to any other such
limitation or anything in this Agreement.
6.20. If Seller is required by law to make any deduction or unreclaimable
withholding from any payment under this Agreement, the sum due from
Seller in respect of such payment shall be increased to the extent
necessary to ensure that after the making of such deduction or
withholding Buyer receives and retains a net sum equal to the sum it
would have received had no deduction or withholding been required to
be made.
6.21. In the event that any sum paid to Buyer pursuant to this Agreement
is or will be chargeable to Tax, Seller shall be obliged to pay such
further sum as will after payment of the Tax leave a sum equal to
the amount that would otherwise have been payable if Tax had not
been so chargeable.
6.22. Nothing in this Agreement shall operate in any way to reduce,
qualify or abrogate the duty of mitigation of Seller, Buyer or the
Company.
6.23. TCWL shall have the right to deduct any amount due to Buyer from
Seller under this Agreement or the Tax Deed from any amount due from
TCWL to Seller under the Deed of Indemnity and Buyer shall release
Seller accordingly. Seller shall have the right deduct any amount
due to Seller from TCWL under the Deed of Indemnity from any amount
due from Seller to Buyer under this Agreement or the Tax Deed and
Buyer shall release Seller accordingly. Amounts so deducted shall
where relevant constitute a loan from Buyer to TCWL or vice versa.
6.24. Except as expressly provided in this Clause 6.24, but otherwise
notwithstanding any other provision of this Agreement or of any
document entered into pursuant to this Agreement, Seller shall have
no liability in respect of the condition of any Property or in
respect of any claim for dilapidations or breach of repairing or
<PAGE>
maintaining obligations (whether by a landlord or the tenant) in
respect of any Property, and neither Seller nor (in the case of any
Certificate of Title), Seller's Solicitors nor Seller's Scottish
Solicitors makes any representation, warranty or undertaking in
respect of any such matter. Nothing in this Clause 6.24 shall limit
or exclude liability of the Seller from any liability arising under
this Agreement in respect of any claim for breach of the Warranty
set out in paragraph 4.30 of Schedule 3, provided that (to the
exclusion of the application of Clauses 6.8 and 6.9) the loss
sustained under that claim shall exceed (Pounds)50,000 or that
losses sustained under all claims under that paragraph 4.30 exceed
(Pounds)100,000 in aggregate.
7. WARRANTY BY BUYER
Buyer warrants, represents and undertakes to Seller that Buyer has full
power and authority to enter into this Agreement and the other documents to
be executed in connection with it, all of which constitute (or will when
executed constitute) legal and valid binding obligations on Buyer
enforceable in accordance with their respective terms.
8. EXCLUSION OF OTHER WARRANTIES AND REPRESENTATIONS
8.1 This Agreement, together with the documents referred to herein to be
executed on Closing, shall constitute the entire understanding and
agreement between the Parties relating to the sale and purchase of
the Shares, and, apart from the Warranties and the express
provisions of this Agreement and those documents, no
representations, warranties or undertakings, written or oral,
express or implied, statutory or otherwise (including but not
limited to the warranties or conditions as to satisfactory quality,
fitness for purpose, compliance with sample or description and
reasonable care and skill, but not including the implied warranty or
condition as to title), made by or on behalf of Seller to any other
of the Parties in connection with or arising out of the acquisition
of the Company, or during any prior discussions or negotiations
relating thereto shall give rise to any liability on the part of
Seller, save that this Clause 8.1 shall not exclude any liability
for fraudulent misrepresentation or under warranties as to title
implied by statute.
8.2 Buyer hereby accepts and confirms that Buyer has not been influenced
to enter into this Agreement or any agreement relating to this
Agreement by any statements of fact or opinion (including in
particular the information memorandum relating to the Company and
issued by Charterhouse Bank Limited) other than such as are
contained in this Agreement, such statements being subject to all
matters disclosed.
9. NON-COMPETITION BY SELLER
9.1 Subject as provided in Clause 9.2, Seller undertakes to Buyer that
Seller will not and
<PAGE>
that Seller will procure that no member of Seller's Group shall
without the prior written consent of Buyer, directly or indirectly,
either alone or jointly or in partnership with any other person
(except as the holder for investment purposes only of securities
listed dealt in or traded on a recognised stock exchange not
exceeding 3 per cent in nominal value of the securities of that
class in issue) as the holder of any interest in or as director
agent or representative of or consultant to any other person, at any
time during the period commencing on Closing and ending one year
thereafter, and in such a way as to materially and adversely affect
the business of the Company:
9.1.1. be engaged or concerned or interested or participate in or
carry on any business consisting of the retail sale in the
United Kingdom of consumer electrical products in competition
with the Company;
9.1.2. in relation to such a business as is described in Clause 911,
in competition with the Company, canvass, solicit or entice
the custom of or deal with any person who at the date of this
Agreement or at any time during the period of two years prior
to Closing has been a substantial customer or supplier in the
United Kingdom of, or in the habit of dealing substantially
with the Company; or
9.1.3. in relation to a business as is described in Clause 9.1.1 in
competition with the Company offer employment to or employ or
offer or conclude any contract for services with any person
who at any time during the two years before Closing shall
have been employed in or a consultant to the Company earning
at any such time annual remuneration in excess of
(Pounds)30,000 provided that this restriction shall not apply
in relation to any person who replies to a bona fide general
advertisement for a position of employment or contract for
services.
9.2. Nothing in this Agreement shall prevent Seller or any member of
Seller's Group from directly or indirectly:
9.2.1. acquiring and retaining another person, business or
undertaking which has, as part of its business, such a
business as is described in Clause 9.1.1 provided always that
the turnover of such business shall not represent in excess
of ten per cent of the total turnover of the person, business
or undertaking being acquired;
9.2.2. either jointly or in partnership with any other person
acquiring and retaining any interest in any other person (the
"joint venture") which has as part of its business, such a
business as is described in Clause 9.1.1 provided always that
the sales of such business shall not represent in excess of
ten per cent of the total sales of the joint venture; and/or
9.2.3. offering employment or any contract for services or agreeing
consultancy arrangements to or with James Nichols.
<PAGE>
10. USE OF INTERTAN NAME
10.1. Subject to Clause 10.2, Buyer shall not and shall procure that no
member of Buyer's Group shall after Closing use in any way the name
InterTAN and shall procure that not later than 30 days after Closing
such name shall be removed from all business stationery and all the
Properties. Buyer shall not and shall procure that no member of
Buyer's Group or any of their directors, officers, employees or
agents shall after Closing represent or hold themselves or any part
of Buyer's Group out, as being connected with the name InterTAN or
with any member of Seller's Group. For the avoidance of doubt the
use of rights licensed to the Company by Tandy Corporation shall not
be in any way restricted by this Clause.
10.2. Notwithstanding Clause 10.1 Seller hereby grants to Buyer or will
procure the grant to Buyer for the exclusive benefit of the Company
a non-exclusive, non-assignable, royalty free licence to sell any
goods bearing any trademarks owned by Seller or any subsidiary of
Seller if such goods are at Closing owned by the Company or are the
subject of contractually binding purchase orders made by the Company
with any supplier prior to Closing. The licence granted under this
Clause 102 shall not include any right to sub-licence.
11. INDEMNITIES
11.1. Buyer shall indemnify Seller and keep Seller indemnified against
fifty per cent of any liabilities, costs, charges, expenses, claims
and demands which Seller may suffer or incur in connection with the
three letters dated 18 May 1998 from Seller to Andrew Fryatt, Frank
McHugh and Elsom Eldridge respectively (as respectively amended by
letters dated 22 January 1999 by the said parties) (copies of which
letters dated 18 May 1998 are reproduced as Disclosure Documents 9.7
to 9.9) as a result of the employment of any of these individuals
being terminated in a manner to which such letters as amended apply
at any time in the 24 months after Closing as described in, and
within the meaning of the third paragraph of such letters. For the
avoidance of doubt this Clause shall not mean that Buyer shall
indemnify Seller for any liability to pay bonuses to Andrew Fryatt,
Frank McHugh or Elsom Eldridge pursuant to the first two paragraphs
of such letters. For the avoidance of doubt, Buyer shall not be
obliged to indemnify Seller in respect of the payment by Seller of
performance bonuses forming part of contractual remuneration for
1999 as identified in paragraph 1 of the appendix to such letters.
11.2. Subject as provided in Clause 11.8, Seller shall pay to Buyer an
amount equal to the amount (if any) by which the actual aggregate
cost to the Company (calculated in accordance with the accounting
policies and principles used by the Company on a consistent basis in
the 12 months prior to Closing in the preparation of its management
reports) in respect of the period ("Relevant Period") ending on the
Balance Sheet Date ("Actual Cost") of each of the following items
exceeds the aggregate amount specifically provided in respect of
each such cost in the Management Reports and shall indemnify Buyer
and the Company against all costs and expenses arising in connection
with any such excess:
<PAGE>
11.2.1. increases in rent resulting from rent reviews under leases
of premises occupied by the Company for rent due in respect
of the Relevant Period calculated as at 30 November 1999,
provided that, if on 30 November 1999 arbitration
proceedings shall have been commenced in respect of review
of the rent for the Property at Units 4 and 5, Wednesbury
Trading Estate, such calculation shall be adjusted following
final determination of such arbitration to take into account
the effect of such determination, and, in such case,
interest shall be payable by Seller to Buyer at the rate
specified in Clause 4.3 from 30 November 1999 until the date
of payment to Buyer on any amount of any excess recoverable
under this Clause 11.2.1 which is solely attributable to the
period ending on 30 November 1999.
11.2.2. non-payment of debts due to the Company in respect of sales
of goods by the Company during the Relevant Period to
appointed dealers (and for this purpose the non-payment of
an amount due shall be regarded as a cost) whose dealership
agreements have not been terminated by the Company after
Closing, other than if lawfully terminated by the Company
after Closing for breach of contract by the dealer existing
at, and which Seller was aware of prior to Closing; and
11.2.3. royalties of which payment is required by Tandy Corporation
under the terms of the licence reproduced as Disclosure
Document 7.15, to the extent that such excess results from
under-provision in respect of sales of goods by the Company
to appointed dealers during the Relevant Period.
11.3. Any payment under Clause 11.2.1, 11.2.2 or 11.2.3 shall be made by
Seller to Buyer within ten Business Days after agreement or
determination under the following provisions of this Clause 11 of
the relevant Actual Cost.
11.4. If Seller and Buyer are unable to agree any Actual Cost within 30
Business Days following communication to Seller by Buyer of Buyer's
calculation of such cost and reasonable supporting documentation
(and provided that Seller has been afforded access in accordance
with Clause 11.6 for the purpose of verifying such calculations)
that Actual Cost shall be as determined by a firm of independent
chartered accountants agreed upon by Seller and Buyer or (if they
fail to so agree within 5 Business Days after either Seller or Buyer
having nominated a particular firm of accountants) such firm as may
be appointed, at the request of either Seller or Buyer, by the
president for the time being of the Institute of Chartered
Accountants of England and Wales ("the Independent Accountants").
11.5. The Independent Accountants shall be instructed to determine the
relevant Actual Cost and to notify Seller and Buyer of their
determination, within 20 Business Days of their being instructed.
11.6. Buyer and Seller shall (insofar as they are able) ensure that the
Independent Accountants and each other have such access to the
Company's books
<PAGE>
documents and records as shall be reasonably necessary for them to
determine the relevant Actual Cost.
11.7. The Independent Accountants shall act as experts and not as
arbitrators and their decision shall, save in the case of a manifest
error, be final and binding on Seller and Buyer. The cost of the
Independent Accountants shall be borne as the Independent
Accountants shall determine having regard to the merits of the
arguments of Seller and Buyer or in the absence of any such
determination, equally.
11.8. No claim shall be made under Clause 11.2.2 or 11.2.3 unless Seller
shall have been given written notice by Buyer of that claim and
reasonably full details of the specific matter and amount in respect
of which that claim is made, prior to 30 November 1999. No claim
shall be made under Clause 11.2.1 unless Seller shall have been
given written notice by Buyer of that claim and reasonably full
details of the specific matter and amount in respect of which that
claim is made, prior to 30 December 1999, or if an adjustment is
made as provided in Clause 11.2.1 unless such notice is so given
within one month following final determination of the arbitration
referred to in Clause 11.2.1.
11.9. Seller shall indemnify the Company against all costs, claims and
expenses liabilities and demands arising under the Advertising
Agreement dated 1 January 1995 amongst the Seller's Group and Tandy
Corporation to the extent that such costs, claims and expenses
liabilities and demands arise as a result of a breach of that
agreement or other act or omission of Seller's Group prior to
Closing. Buyer holds the benefit of this Clause 11.9 on trust for
the Company.
12. BANK OF AMERICA LOAN
12.1. Buyer will procure that the Company will pay in full when due:
12.1.1. to the Inland Revenue any tax withheld by the Company prior
to Closing on interest paid or payable to Bank of America
N.T & S.A. (London branch office) or Bank of America Canada
as agent for the account of Burdale Financial Limited
(formerly Burdale Acceptances Limited) on that portion of
the Bank of America Loan as is repayable to Burdale
Financial Limited; and
12.1.2. to the relevant lenders all fees, including pre payment
fees and breakage costs and any other charges in respect of
that part of the Bank of America Loan provided to the
Company prior to Closing.
12.2. Buyer will procure the unconditional release and cancellation with
seven days after Closing of all bonds, letters of credit and similar
obligations made available to or at the request of the Company from
or through Bank of America.
13. A&A ORDERS
<PAGE>
13.1. Seller shall procure that a member or members of Seller's Group
shall accept the assignment to it or them by the Company of such
orders for product from A&A International Inc. made by the Company
prior to Closing as Seller may in its discretion select within
fourteen days after Closing, to an aggregate seller's invoice value
of not less than US$500,000.
14. PROPERTY DEEDS
14.1. Seller will use reasonable endeavours to obtain either originals or
copies of title deeds and documents relating to the Properties which
are not delivered to Buyer on Closing, and will deliver any such
deeds and documents to Buyer on obtaining them, provided that Seller
shall not be obliged to do more than make reasonable searches and
inquiries of the Company's former solicitors, and provided further
that Seller will if reasonably required by Buyer give a statutory
declaration in such form as Buyer may reasonably require regarding
the circumstances of the loss of any such title deeds or documents
which cannot be found
15. ANNOUNCEMENTS
15.1. The Parties undertake that neither of them shall either before or
after Closing make any announcement or issue any circular to the
press or shareholders (otherwise than as required by law or in
accordance with the requirements of a Stock Exchange) concerning the
terms and conditions or existence of this Agreement without the text
of such announcement or circular first being approved by the other
Party (such approval not to be unreasonably withheld or delayed).
15.2. In Clause 15.1, "Stock Exchange" means any and all of the London
Stock Exchange, the Panel on Takeovers and Mergers, the Securities
and Exchange Commission of the United States of America, the New
York Stock Exchange, the Toronto Stock Exchange, the Ontario
Securities Commission and any other applicable internationally
recognised stock exchange.
16. GENERAL
16.1. Any variation of this Agreement shall be binding only if it is
recorded in a document signed by or on behalf of the parties to this
Agreement.
16.2. None of the rights or obligations referred to in this Agreement may
be assigned or transferred to any person without the prior written
consent of the Parties.
16.3. Subject as provided in this Clause 16.3, each Party shall pay its
own costs in relation to the negotiations leading up to the sale of
the Shares and to the preparation, execution and carrying into
effect of this Agreement and of all the other documents referred to
in it. One half of the aggregate costs of photocopying the
Disclosure Documents shall be borne by the Buyer and paid to Seller
within fourteen days of notice requiring payment accompanied by
reasonable justification.
<PAGE>
16.4. This Agreement shall be governed by and construed in accordance with
the Law of England and Wales, and the Parties submit to the
exclusive jurisdiction of the English Courts.
17. COMMUNICATIONS
17.1. All communications between the Parties with respect to this
Agreement shall be delivered in writing by hand or sent by pre-paid
post (first class if inland, airmail if overseas) or facsimile
telecopier to the address of the addressee as set out in this
Agreement, or to such other address or facsimile number in the
United Kingdom or in the United States of America as the addressee
may from time to time have notified for the purposes of this Clause
17.
17.2. Communications shall be deemed to have been received if delivered by
hand, between the hours of 9.30am and 5.30 pm local time on any
Business Day, on the day of delivery, (and if outside these hours or
not on a Business Day, then at 9.30am local time on the following
Business Day) or if sent by first class post, five Business Days
after posting exclusive of the day of posting, or if sent by
facsimile telecopier, at the time of transmission or, if the time of
transmission is not during the addressee's normal business hours, at
9.30 a.m. local time on the next Business Day.
17.3. Communications under this Agreement:
17.3.1. to Seller shall be addressed to:
201 Main Street, Suite 1805, Fort Worth, Texas 76102 USA;
Attention: General Counsel
Tel: (+) 1 817 348 9701
Fax (+) 1 817 332 3071
17.3.2. to Buyer shall be addressed to:
Holland Intertrust Corporation BV, Konigslaan 34, 1705 AD,
Amsterdam, Holland
with a copy to Adrian Bott Esq at Olswang, 90 Long Acre,
London WC2E 9TT
Tel: (+) 44 171 208 8888
Fax (+) 44 171 208 8800
and to
David Ross, The Carphone Warehouse Limited, North Acton
Business Park, Wales Farm Road, London W3 6RS
<PAGE>
or such alternative addressee(s) as the relevant Party may notify to
the other Party for this purpose.
17.4. In proving service:
17.4.1. by delivery by hand, it shall be necessary only to produce a
receipt for the communication signed by or on behalf of the
addressee;
17.4.2. by post, it shall be necessary only to prove that the
communication was contained in an envelope which was duly
addressed and posted in accordance with this Clause 17;
17.4.3. by facsimile telecopier, it shall be necessary only for the
communication or a confirmatory letter to have been
delivered by hand (or sent by international courier if to an
address outside the country of dispatch) on the same day in
which event failure of the addressee to receive such
confirmation shall not invalidate the relevant communication
deemed given by facsimile telecopier.
17.5. Seller hereby irrevocably appoints Seller's Solicitors as its agent
for the service of process in England in relation to any matter
arising out of this Agreement or the Tax Deed.
17.6. If at any time following Closing Buyer or the Company receives any
communication intended for a member of Seller's Group Buyer shall or
shall procure that the Company shall promptly forward a copy (or if
not a written communication, details) of such communication to
Seller in accordance with Clause 17.3.
IN WITNESS WHEREOF the Parties have made this Agreement on the above date
<PAGE>
Schedule 1
THE COMPANY
REGISTERED NUMBER : 2191786
DATE OF INCORPORATION : 11 November 1987
CHANGES OF NAME : None
REGISTERED OFFICE : Tandy Centre, Leamore Lane, Bloxwich, Walsall, West
Midlands WS2 7PS
OBJECTS : Distribution and sale of electronic and consumer
products
AUTHORISED CAPITAL : (Pounds)100,000,000 divided into 92,000,000 ordinary
shares of (Pounds)1 each and 8,000,000 8% non
cumulative redeemable preference shares of (Pounds)1
each
ISSUED CAPITAL : (Pounds)58,513,711 divided into 50,513,711 ordinary
shares of (Pounds)1 each and 8,000,000 8% non
cumulative redeemable preference shares of (Pounds)1
each
REGISTERED MEMBERS:
Name No of shares currently held
- ---- ---------------------------
InterTAN, Inc. 50,513,711 ordinary shares
InterTAN Canada Ltd. 8,000,000 8% non cumulative redeemable
preference shares
CURRENT DIRECTORS' DETAILS:
Name Appointed
- ---- ---------
Andrew Robert Fryatt 10.12.96
Frank McHugh 26.03.96
SECRETARY'S DETAILS:
Name Appointed
- ---- ---------
Frank McHugh 10.07.97
AUDITORS : PricewaterhouseCoopers
ACCOUNTING REF DATE : 30.06
CHARGES : None
<PAGE>
Schedule 2
THE PROPERTIES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STORE NO. LOCATION STORE ADDRESS RETAIL SQ. OFFICE SQ. TOTAL SQ. REPORT/ TOTAL SQ.
--------- ------- ---------
FT FT FT CERTIFICATE FT.
-- -----------
OF TITLE?
---------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
060A Wednesbury Unit 4 & 5, Wednesbury Trading No
(warehouse) Bilston Park Wednesbury.
1101 Shields Road 184 - 186 Shields 1,052 585 1,637 No 1,637
Road, Byker, Newcastle-upon-Tyne. NE6
1DT
1102 Newgate 23 Newgate 1,200 490 1,690 No 1,690
Centre, Newcastle-upon-Tyne. NE1 5RE
1103 Darlington 7-8 Bondgate, Darlington. DL3 7JA 986 279 1,265 Buyer's 1,265
Solicitors
1104 Sunderland 4 Fawcett Street, Sunderland, Durham 1,550 728 2,278 No 2,278
1106 Harrogate 34 Oxford Street, Harrogate, North 950 112 1,062 Buyer's 1,062
Yorkshire. HG1 1PP Solicitors
1107 Wakefield 96 Kirkgate, Ridings Shopping 1,483 1,491 2,974 No 2,974
Centre, Wakefield. WF1 1TB
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1109 Huddersfield 16 Kirkgate, Parkhouse 694 600 1,294 No 1,294
Centre, Huddersfield. HD1 1QH
1111 Leeds - Merrion 77 The Merrion Centre, Leeds. LS2 8NG 1,007 824 1,831 Buyer's 1,831
Solicitors
1113 Scunthorpe 140 High Street, Scunthorpe. DN15 6EN 1,117 3,596 4,683 No 4,683
1114 Doncaster 32-34 Kingsgate, Waterdale 1,000 675 1,675 No 1,675
Centre, Doncaster. DN1 3JU
1115 Barnsley 58 Market Street, Barnsley. S70 1SN 867 544 1,411 No 1,411
1116 Grimsby 7 Flottergate, Freshney 688 1,111 1,799 No 1,799
Place, Grimsby, Humberside. DN31 1QX
1117 Arnold 126-128 Front 1,016 1,021 2,037 No 2,037
Street, Arnold, Nottingham. NG5 7EG
1121 Lincoln 32 High Street, Lincoln. LN5 7DW 1,400 1,038 2,438 Buyer's 2,438
Solicitors
1122 York 5 Church Street, York. YO1 2BG 895 81 976 No 976
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1123 Derby 33 Victoria Street, Derby. DE1 1ES 1,266 2,741 4,007 Buyer's 4,007
Solicitors
1124 Washington Unit 63, The Galleries, Washington 700 44 744 No 744
New Town, Washington. NE38 7RR
1132 Hull Unit F11, Princes Quay, Hull. HU1 2PG 1,323 532 1,857 No 1,857
1133 Middlesbrough 118-120 Linthorpe 1,354 855 2,209 No 2,209
Road, Middlesbrough. TS1 2JR
1134 Hartlepool 182 Middleton Grange Shopping 1,400 770 2,170 Buyer's 2,170
Centre, Hartlepool. TS24 7RR Solicitors
1138 Sheffield - 84 The Moor, Sheffield, South 1,600 460 2,060 Buyer's 2,060
The Moor Yorkshire. S1 4PB Solicitors
1139 Leeds - 59 Arndale Crossgates Shopping 1,100 297 1,397 No 1,397
Crossgates Centre, Crossgates, Leeds. LS15 8EJ
1140 Metro Centre Unit 1/19a (aka Unit 63) Metro 1,100 350 1,450 Seller's 1,450
Centre, Gateshead. NE11 9YP Solicitors
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1144 Carlisle Unit 43, The Lanes Shopping 1,048 928 2,328 No 2,328
Centre, Carlisle, Cumbria. CA3 8PL
1145 Rotherham Unit 13, Cascade 1,061 900 1,961 No 1,961
Centre, Rotherham. S60 1QN
1146 Burton-on- Unit 2, Worthington Walk, Station 1,200 572 1,772 No 1,772
Trent Street, Burton-on-Trent. DE14 1BU
1147 Dewsbury Unit 28, Asman Centre, Dewsbury, West 1,177 1,177 2,354 No 2,354
Yorkshire. WF13 1NH
1148 Chesterfield Unit 18, Pavement 1,032 634 1,666 No 1,666
Centre, Chesterfield. S40 1PA
1149 Halifax Unit 10, The Woolshops 1,350 1,360 4,410 No 4,410
Development, Halifax. HX1 1RU
1150 Mansfield 29 Market Place, Mansfield, Notts. NG18 1,284 1,489 2,773 Buyer's 2,773
1JB Solicitors
1152 South Shields 7 Denmark Centre, South Shields. NE33 1,065 1,132 2,197 No 2,197
2LR
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1154 Frenchgate 6 North Hall Gallery, Frenchgate 1,050 150 1,200 No 1,200
Centre Centre, Doncaster. DN1 1SR
1155 Beaumont Leys Unit 12-13, Bourne Hall Beaumont Leys 1,300 1,060 2,360 No 2,360
Shopping Centre, Leics. LE4 1DH
1158 Leeds - 14 Theatre Walk, The Schofields 1,300 280 1,580 No 1,580
Headrow Centre, The Headrow, Leeds, West
Yorkshire. LS1 6JE.
AND REMOTE STOCKROOM (LICENCE)
aka - unit 313 Headrow Centre
1159 Newark Unit 17, St. Mark's 1.643 833 2,476 Seller's 2,476
Place, Newark, Notts. NG24 1XT Solicitors and
Buyer's
Solicitors
1160 Bradford 39 Arndale Hall, Kirkgate 1,147 1,030 2,177 Seller's 2,177
Centre, Bradford. BD1 1TQ Solicitors
1161 Keighley 14-16 Cooke Lane, Keighley. BD21 3PF 1,539 525 2,064 No 2,064
1163 Sutton-in- Unit 44, The Idlewell 1,000 361 1,361 Seller's 1,361
Ashfield Centre, Sutton-in-Ashfield, Notts. NG17 Solicitors
1BP
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1169 Meadowhall 27 Market Street, Meadowhall Shopping 1,100 250 1,350 Seller's 1,350
Centre, Sheffield. S9 1EJ Solicitors
1170 Pontefract 5 Bridge Street, Pontefract, West 1,060 1,000 2,060 No 2,060
Yorkshire. WF8 1PG
1171 Grantham 44 High Street, Grantham, Lincs. NG31 1,097 474 1,571 No 1,571
6NE
1174 Scarborough Unit 3, Brunswick 830 458 1,288 Buyer's 1,288
Pavilion, Scarborough, North Solicitors
Yorkshire. YO11 1UE
1175 Whitley Bay Unit 1, 202-208 Whitley Road, Whitley 1,064 1,220 2,284 No 2,284
Bay. NE26 2EA
1176 Bridlington Unit 11 The 1,100 800 1,900 No 1,900
Promenades, Bridlington, East
Yorkshire. YO15 2DX
1182 Trowell Unit 7 No
Granada Granada Services
Express M1 Southbound
Trowell
Notts.
1202 Bolton 5 Nelson Square, Bolton, Lancs. 1,000 240 1,240 No 1,240
BL1 1JT
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1204 Prenton 374-376 Woodchurch No
Road, Prenton, Birkenhead. L42 8PG
1207 Wallasey The Precinct, 3 Liscard 955 435 1,390 No 1,390
Way, Wallasey. L44 5TL
1208 Oldham Unit 7, The Spindles Shopping 1,209 1,512 2,721 No 2,721
Centre, Oldham. OL1 1HE
1209 Cheadle 67 High Street, Cheadle, Cheshire. SK8 1,017 1,265 2,282 No 2,282
1BJ
1210 Chester Unit 6 1,200 796 1,996 Seller's 1,996
Kwik Save Centre, Sealand Solicitors
Road, Chester. CH1 6BS
1211 Crewe 12 Market Place, Crewe, Cheshire. CW1 906 266 1,172 No 1,172
2EG
1213 Bramhall 14-15 Bramhall Centre, Ack 850 67 917 No 917
Lane, Bramhall, Stockport. SK7 1AW
1215 Hyde 4-8 The Mall Shopping 1,300 853 2,153 No 2,153
Centre, Hyde, Cheshire. SK14 2QT
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1216 Sale 13-15 The Mall Shopping 1,356 520 1,876 No 1,876
Centre, Sale, Cheshire. M38 1XZ
1217 Chadderton 22-23 Central Shopping 1,200 886 2,086 No 2,086
Area, Chadderton, Lancs.OL9 0LQ
1219 Bury 91 The Rock, Bury. BL9 0BP 952 1,072 2,654 No 2,654
1221 Hanley 16 Charles 1,243 1,024 2,267 Seller's 2,267
Street, Hanley, Stoke-on-Trent. ST1 3AR Solicitors
1223 Allerton Road 188 Allerton Road, Mossley 1,115 313 1,428 No 1,428
Hill, Liverpool. L18 5HU
1224 Accrington 37 Union Street, Accrington, Lancs. BB5 870 498 1,368 Seller's 1,368
1PL Solicitors
1229 Altrincham 32 Stamford New Road, Altrincham. WA14 964 333 1,297 No 1,297
1EJ
1230 Burnley 91 James Street, Burnley. BB11 1PY 860 581 1,441 No 1,441
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1232 Stockport 111 Princes 1,542 700 2,142 Seller's 2,142
Street, Stockport, Cheshire. SK1 1RQ Solicitors
1233 Lancaster 17 Common Garden 906 890 1,796 No 1,796
Street, Lancaster. LA1 1XR
1234 Wrexham 5 Rhos Ddu Road, Wrexham, Clwyd. LL1 1AT 1,003 536 1,620 Seller's 1,620
Solicitors
1236 Ormskirk 37 Moor Street, Ormskirk, Lancs. L39 2AA 946 410 1,356 No 1,356
1237 Lord Street 72 Lord Street, Liverpool. L2 1TA 1,306 1,579 2,885 No 2,885
1238 Widnes Unit 10, 19 Albert Square, Widnes. WA16 1,218 585 1,803 No 1,803
6FW
1240 Birkenhead 23 Princes Pavement, Grange Road 950 500 1,450 No 1,450
Precinct, Birkenhead. L41 2XY
1244 Chester 19 Paddock Row, Grosvenor 1,274 600 1,874 No 1,874
Precinct, Chester. CH1 1ED
1245 Blackpool 17 Birley Street, Blackpool. FY1 1EG 1,221 1,561 2,782 Buyer's 2,782
Solicitors
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1246 Preston 45 Lune Street, Preston. PR1 2NN 1,295 1,097 2,005 Solicitors 2,005
Buyer's
1249 Warrington Unit 7, Southeast Quadrant (aka Time 1,187 519 1,706 No 1,706
Square), Warrington. WA2 8AS
1250 Southport 163 Lord Street, Southport. PR8 1PF 1,100 2,300 3,400 No 3,400
1251 Halle Malle Unit 181, Halle Mall, Arndale 1,400 365 1,765 No 1,765
Centre, Manchester. M4 2HU
1252 Macclesfield 10 Castle Street 950 250 1,200 No 1,200
Mall, Macclesfield. SK11 6AF
1253 Rochdale 81 Yorkshire Street, Rochdale. OL16 1DB 1,049 1,049 2,098 No 2,098
1254 Douglas - Unit 14, Strand Shopping 1,200 1,000 2,200 No 2,200
Isle of Man Centre, Douglas, Isle of Man. IM1 2ER
1255 Leigh 22 Bradshawgate, Leigh, Lancs. MN7 4LX 1,140 3,070 4,210 No 4,210
1256 Workington Units 17/23 Murray 1,050 1,100 2,150 No 2,150
Road, Workington, Cumbria. CA15 2AD
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1257 Morecambe 57-59 Euston Road, Morecombe. LA4 5DM 1,126 533 1,659 No 1,659
1258 Barrow 89-91 Dalton 1,160 1,415 2,575 Solicitors 2,575
Road, Barrow-in-Furness, Cumbria. LA14 Buyer's
1HZ
1259 St. Annes 47 St. Anne's Road West, St. Anne's 1,042 1,144 2,186 No 2,186
on Sea, Lancs. FY8 1SB
AND FLATS ABOVE (LICENCE)
1261 Whitehaven 8 King 968 5,000 5,968 No 5,968
Street, Whitehaven, Cumbria. CA28 7LA
1267 Colwyn Bay 21 Conway Road, Colwyn Bay, County of 980 758 1,738 No 1,738
Conway. LL29 7UU
1268 Llandudno 11 Mostyn Street, Llandudno, County 1,154 1,122 2,276 No 2,276
of Conway. LL30
1271 Kendal Unit 2a, Westmorland 1,430 479 1,909 No 1,909
Centre, Kendal, Cumbria. LA9 4IR
1273 Ellesmere Port 27 Marina Drive, Ellesmere Port, South 900 642 1,542 No 1,542
Wirral. L65 0AL
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1274 Northwich 6-8 Crown Street, Northwich. CW9 5AX 871 823 1,694 No 1,694
1275 Rhyl 38-40 High 1,300 500 1,800 No 1,800
Street, Rhyl, Flintshire.LL16 1ET
1277 Ashton-under- Unit 45, The Arcades Shopping 1,000 300 1,300 No 1,300
Lyne Centre, Ashton-under-Lyne. OL6 7JE
1301 Wednesbury Bilson Road / Holyhead 1,400 800 2,200 No 2,200
Road, Wednesbury. WS10 7JN
1302 Walsall Unit 1, The Saddlers 1,169 200 1,369 Seller's 1,369
Centre, Walsall. WS1 1YT Solicitors
1305 Stafford 6 Sheridan Centre, Stafford. ST16 3AF 825 372 1,197 No 1,197
1306 Aldridge 15 Central Area, Anchor 750 929 1,679 No 1,679
Road, Aldridge. WS9 8PT
1310 Worcester 20 Pump Street, Worcester. WR1 2QY 1,289 929 2,218 Buyer's 2,218
Solicitors
1311 Dale End 57 - 58 Dale End, Birmingham. B4 7LS 1,100 345 1,445 Seller's 1,445
Solicitors
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1312 Halesowen 5 -7 Queensway,Halesowen,West 1,461 1,650 3,111 No 3,111
Midlands.B63 4AB
1313 Sheldon 2268 Coventry 925 50 975 No 975
Road,Sheldon,Birmingham.B26 3JR
1319 Nuneaton 1 Church Street,Nuneaton,Warks.CV11 1,211 1,588 2,799 No 2,799
4AH
1323 Dudley 30 Hall Street, Trindle 1,540 1,609 3,149 Seller's 3,149
(freehold) Roundabout, Dudley. DY2 7AW Solicitors
1326 Leamington Spa 83 Warwick Street, Leamington 1,084 693 1,777 Seller's 1,777
Spa. CV32 4RR Solicitors
1328 Shrewsbury 20 Shoplatch, Shrewsbury, Shrops. SY1 865 778 1,643 No 1,643
1HS
1329 Broadmarsh 101 Upper Broad Walk, Broad Marsh 1,265 790 2,055 No 2,055
Centre, Nottingham. NG1 7FR
1330 Leicester 36 Belgrave Gate, Leicester. LE1 3GP 1,350 2,800 4,150 No 4,150
1332 Corporation 80 Corporation Street, Birmingham. B2 952 1,684 2,636 No 2,636
Street 4UQ
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1333 Solihull 48 Drury Lane, Solihull. B91 3BH 1,086 1,077 2,163 No 2,163
1335 Hinckley Unit 5, Britannia 811 466 1,277 No 1,277
Centre, Hinckley, Leics. LE10 1RU
1336 Wolverhampton 38A Wulfrun Centre, Wolverhampton. WV1 1,167 464 1,631 No 1,631
3HG
1337 Sutton Coldfield 176 The Parade, Gracechurch 1,373 1,842 3,215 Seller's 3,215
Centre, Sutton Coldfield. B72 1PH Solicitors
1340 Tamworth Unit 2, Gungate 836 794 1,646 No 1,646
Precinct, Tamworth, Staffs. B79 7AE
1341 West Bromwich Unit 247, Queens Square, Sandwell 1,062 1,366 2,428 No 2,428
Centre, West Bromwich. B70 7NJ
1346 Kidderminster 1 Coventry Street, Swan 950 250 1,200 No 1,200
Centre, Kidderminster, Worcs. DY10 2DG
1347 Redditch 12 Park Walk Seller's
Kingfisher Centre Solicitors
Redditch
Hereford & Worcs
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1348 Leamore Leamore Lane, Bloxwich, Walsall. WS2 7PS 1,800 200 2,000 Seller's 2,000
or (freehold) Solicitors
0011
1349 Redditch No
(Trading Store)
1350 Peterborough Unit 3, 19-23 1,300 1,450 2,750 No 2,750
Westgate, Peterborough. PE1 PP7
1351 Aylesbury 48-52 Kingsbury 1,184 369 1,569 No 1,569
Square, Aylesbury, Bucks. HP20 2JE
1352 Redditch No
(Clearance Store)
1353 Cambridge Unit 3, 27 Fitzroy 1,500 1,250 2,750 No 2,750
Street, Cambridge. CB1 1ER
1357 Kettering 11 Gold Street, The Mall, 26 The 1,360 686 2,046 No 2,046
Newlands Centre, Kettering. NN16 8JL
1359 Merry Hill Unit 26, Merry Hill No
Centre, Dudley. DY8 1SB
AND REMOTE STOCK ROOM (LICENCE)
1360 Kings Lynn 9 High Street, Kings 1,400 1,882 3,282 No 3,282
Lynn, Norfolk. PE30 1BX
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1361 Loughborough 18 Market 1,300 580 1,880 No 1,880
Place, Loughborough, Leics. LE11 3EB
1363 Coventry - 22 Market Way, Shopping 1,145 915 2,060 No 2,060
Market Way Centre, Coventry. CV1 1DL
1364 Evesham Unit 25, Abbeygates, Evesham. WR11 4BG 1,000 1,000 2,000 Buyer's 2,000
Solicitors
1365 Chelmsley 32 Greenwood Way, Chemsley Wood. B37 1,200 1,000 2,200 No 2,200
Wood 5PT
1368 One Stop - Unit 15, One Stop Shopping 1,100 350 1,450 No 1,450
Birmingham Centre, Perry Barr, Birmingham. B42
1369 Newmarket Unit 17, The New Rookery Shopping 1,300 650 1,950 No 1,950
Centre. Newmarket. CD8 8EQ
1370 Lichfield 1 Gresley Row, Unit 11 1,150 650 1,800 No 1,800
3 Spires Shopping Centre
Lichfield. WS13 6JF
1371 Stourbridge 36 The 1,000 400 1,400 No 1,400
Ryemarket, Stourbridge, Worcs. DY8 1HJ
AND SHOW CASE (LICENCE)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1372 Dunstable Unit 58, 37 BroadwalkThe Quadrant 1,200 475 1,675 No 1,675
Centre, Dunstable, Beds. LU5 4RM
1375 Stratford-upon- 2-3 Bell Court Shopping 1,600 600 2,200 No 2,200
Avon Centre, Stratford-upon-Avon. CV37 6JP
1376 Cowley 31 Pound Way, Cowley, Oxford. OX4 3XX 1,005 846 1,851 Buyer's 1,851
Solicitors
1377 Cannock Unit 1, Cannock Shopping 1,062 950 2,012 No 2,012
Centre, Cannock.
1378 Banbury 28c Castle Centre, Banbury, Oxon. OX16 1,094 1,302 2,396 No 2,396
8UH
1379 Woking Unit 26, The Peacock Shopping 1,336 903 2,239 No 2,239
Centre, Woking, Surrey. GU21 1GA
1381 Tamworth Unit 3 No
Granada Granada Services
Express M42 Motorway
Tamworth
1402 Downend 5 Badminton 946 983 1,929 Seller's 1,929
Road, Downend, Bristol, Avon.BS16 6BB Solicitors
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1403 Torquay 134 Union Street, 1,340 1,028 2,368 No 2,368
Torquay,
Devon.
TQ2 5QB
1405 Yate 4 North Parade, 850 126 976 No 976
Yate,
Bristol,
Avon.
BS17 4AN
1406 Plymouth 64 Royal Parade, 1,844 1,151 2,995 No 2,995
Plymouth,
Devon.
PL1 1DZ
1408 Clifton 146 Whiteladies Road, 863 2,006 2,869 No 2,869
Clifton,
Bristol,
Avon.
BS8 2RS
1409 Exeter 13 Paris Street, 734 528 1,127 No 1,127
Exeter,
Devon.
EX1 2JB
1410 Cheltenham 31 Cambrey Place, 1,283 554 1,837 Buyer's 1,837
Cheltenham, Solicitors
Gloucestershire.
GL50 1JP
1412 Gloucester 13-17 Clarence Street, 947 710 1,657 No 1,657
Gloucester.
GL1 1EA
1413 Boscombe 561 Christchurch Road, 1,280 1,134 2,414 Buyer's 2,414
Boscombe, Solicitors
Dorset.
BH1 4HA
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1415 Wood Street 9 Wood Street, 807 1,152 1,959 No 1,959
Cardiff,
South Glamorgan.
CF1 1EN
1417 Port Talbot Unit 2, 1,083 706 1,789 No 1,789
Aberafan Centre,
Port Talbot,
West Glamorgan.
SA13 1PB
1418 Swansea 48 Princes Way, 994 1,945 2,939 Buyer's 2,939
Swansea,West Solicitors
Glamorgan.
SA1 5HE
1419 Broadmead 65 The Horsefair and 1,281 590 1,871 Seller's 1,871
32 Bond Street Solicitors
Broadmead
Bristol,
Avon. BS1 3JP
1422 Bath 3, The Mall, 922 490 1,412 No 1,412
Southgate Centre,
Bath,
Avon.
BA1 1TD
1427 Cardiff 23 Churchill Way, 1,600 382 1,982 Buyer's 1,982
Cardiff, Solicitors
South Glamorgan.
CF1 4ME
1428 Taunton 21 East Street, 1,200 1,500 2,700 Buyer's 2,700
Taunton, Solicitors
Somerset.
TA1 3CP
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1429 Yeovil 2 Frederick Place, 1,100 500 1,600 Buyer's 1,600
The Quedam Centre, Solicitors
Yeovil,
Somerset.
BA20 1LD
1431 Merthyr Tydfil 135 High Street, 1,458 2,421 3,879 Seller's 3,879
Merthyr Tydfil, Solicitors
Mid
Glamorgan.
CF47 8DN
1433 Newport 67 Sovereign Arcade, 1,400 496 1,896 Buyer's 1,896
The Kingsway Centre, Solicitors
Newport,
Gwent.
NP9 1EB
1434 Hereford 12 Commercial Street, 1,075 955 2,030 Buyer's 2,030
Hereford. Solicitors
HR1 2DB
1436 Neath Unit 1, Angel Place, 963 451 1,414 Buyer's 1,414
Neath,West Solicitors
Glamorgan.
SA11 1RQ
1437 Trowbridge Unit 24, The Shires, 1,100 850 1,950 Seller's 1,950
Trowbridge, Solicitors
Wilts.
BA15 8AT
1438 Pontypridd 9-10 Taff Street, 1,200 300 1,500 Seller's 1,500
Pontypridd, Solicitors
Mid Glamorgan.
CF37 4UA
1439 Bridgewater 31-35 2,427 5,334 7,427 Seller's 7,427
Eastover, Solicitors
Bridgwater,
Somerset.
TA6 5AW
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1440 Haverfordwest Unit 6, Riverside Quay, 1,100 1,200 2,300 No 2,300
Haverfordwest,
Dyfed.
SA61 2LJ
1442 Stroud Unit 12, 1,188 743 1,931 Seller's 1,931
Cornhill, Solicitors
Stroud.
GL5 4JT
1443 Cirencester Unit 3, Bishops Walk, 1,100 600 1,700 Seller's 1,700
Cirencester. Solicitors
GL7 1JM
1444 Penzance Unit 1, 1,200 800 2,000 No 2,000
10-13 Causewayhead,
Penzance,
Cornwall.
TR18 2SN
1445 Chippenham 16 Emery Gate 1,034 600 1,634 No 1,634
Shopping Centre
Chippenham,
Wiltshire.
SN15 3PG
1446 Carmarthen 62 King Street, 1,200 650 1,850 Buyer's 1,850
Carmarthen, Solicitors
Dyfed.
SA31 1BA
1447 Barnstaple 9 High Street, 1,400 1,200 2,600 Buyer's 2,600
Barnstaple, Solicitors
Devon.
EX31 1MR
1449 Caerphilly Unit 31, 1,100 800 1,900 No 1,900
Castle Court Shopping
Centre,
Caerphilly,
Mid Glamorgan.
CF83 1NU
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1505 Walthamstow 172 High Street, 1,422 537 1,959 Buyer's 1,959
Walthamstow, Solicitors
London.
E17 7DB
1514 Crouch End 42 The Broadway, 960 980 1,940 Seller's 1,940
Crouch End, Solicitors
London.
N89SU
1525 Edmonton 123 Fore Street, 1,384 132 1,516 Buyer's 1,516
Edmonton, Solicitors
London.
N18 2XF
1526 Letchworth 25 Commerce Way, 900 505 1,405 No 1,405
Letchworth,
Herts.
SG6 3GN
1529 Wembley 5 Park Lane, 800 86 886 Seller's 886
Wembley, Solicitors
Middlesex.
HA9 7RH
1531 Colchester 4-6 Short Wyre Street, 1,012 1,259 2,271 Buyer's 2,271
Colchester, Solicitors
Essex.
CO1 1LN
1534 Swiss Cottage 4 Harben Parade, 1,603 1,452 3,055 No 3,055
Finchley Road,
Swiss Cottage,
London.
NW3 6JP
1535 Bedford 7 Greenhill Street, 1,100 559 1,659 No 1,659
Bedford,
Beds.
MK411EG
AND AERIAL (LICENCE)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1537 Northampton 2 The Drapery, 1,339 1,587 2,926 Seller's 2,926
Northampton. Solicitors
NN1 2ET
1538 Stratford 34 The Broadway, 1,108 1,182 2,290 Seller's 2,290
Stratford, Solicitors
London.
E15 1XD
1540 Hemel 203 The Harlowes, 938.2 676 1,614.2 No 1,614.2
Hempstead Hemel
Hempstead,
Herts.
HP1 1DX
1541 Basildon 65 907 205 1,112 No 1,112
or Southernhay,
3541 Basildon,
Essex.
SS14 1EU
1542 Bishopsgate 172 Bishopsgate, 957 60 1,017 Seller's 1,017
London. Solicitors
EC2M 4NR
1546 East Ham 2-3 Station Parade, 1,122 787 1,909 Buyer's 1,909
East Ham, Solicitors
London.
E6 1JD
1547 Uxbridge 32 Chequers Square, 946 476 1,422 Buyer's 1,422
Uxbridge, Solicitors
Middlesex.
UB8 1LN
1549 High Wycombe 18 Octagon Parade, 1,429 1,319 2,748 Buyer's 2,748
High Wycombe, Solicitors
Bucks.
HP11 2HY
1550 Richmond 1 Quadrant House, 950 264 1,114 Buyer's 1,114
The Quadrant, Solicitors
Richmond,
Surrey.
TW9 1DT
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1551 Golders Green 3 Golders Green Road, 900 418 1,318 Buyer's 1,318
Golders Green, Solicitors
London.
NW11 8DY
1556 Chelmsford 217 Moulsham Street, 1,250 950 2,200 Seller's 2,200
Chelmsford, Solicitors
Essex.
CH2 0LR
1557 Watford 136 High Street, 1,300 1,170 2,470 Seller's 2,470
Watford. Solicitors
WD1 2EN
1558 Ealing 10 New Broadway, 1,148 130 1,278 Buyer's 1,278
Ealing,London. Solicitors
W5 2XA
1559 Harlow 10 East Walk, 1,309 1,290 2,599 Buyer's 2,599
The High, Solicitors
Harlow,
Essex.
CH20 1JH
1565 Kensington 197 Kensington High 1,269 320 1,589 Seller's 1,589
Street, Solicitors
Kensington,
London.
W8 6BA
1570 Wood Green 14 High Road, 1,200 451 1,651 Seller's 1,651
Wood Green, Solicitors
London.
N22 6BX
1571 Dalston Cross Unit 15, 1,475 320 1,795 Buyer's 1,795
Kingsland Shopping Solicitors
Centre,
London.
E8 2LX
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1572 Queensway 107 Queensway, 1,132 961 2,093 Buyer's 2,093
London. Solicitors
W2 4SJ
1577 Harrow 351-353 Station Road, 1495 373 1868 Seller's 1,868
Harrow. Solicitors
HA1 2AW
1578 Norwich Unit 28 1,200 525 1,725 No 1,725
Castle Mall Shopping
Centre
Norwich
1580 Lowestoft Unit 3, The Britten No
Centre,
Lowestoft.
NR32 1LR
1582 Finchley 785 High Road, 950 350 1,300 Seller's 1,300
North Finchley, Solicitors
London.
N12 8JT
1584 Milton Keynes 29 Silbury Arcade, 1,000 800 1,800 Seller's 1,800
Milton Keynes Solicitors
Shopping Centre,
Bucks.
MK9 3AG
1585 Southend-on-Sea 11 Southchurch Road, 1,117 1,500 2,617 Seller's 2,617
Southend-on-Sea. Solicitors
SS1 2NE
1586 Hounslow Central 295 High Street, 2,335 929 3,264 Seller's 3,264
Hounslow, Solicitors
Middlesex.
TW3 1EF
1590 Surrey Quays Unit 22, Surrey Quays 1,100 500 1,600 Buyer's 1,600
Shopping Centre, Solicitors
Southwark,
London.
SE16 1LL
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1591 Ipswich 34-34a Carr Street, 1,100 600 1,700 Buyer's 1,700
Ipswich. Solicitors
IP4 1EN
1592 Chesham 39-41 High Street, No
Chesham,
Bucks.
HP5 1BW
1593 Acton 102-104 High Street, 1,150 500 1,650 Buyer's 1,650
Acton, Solicitors
London.
W3 6QX
1594 Hatfield Unit 41, The Galleria, 1,100 500 1,600 Seller's 1,600
Hatfield. Solicitors
AL10 0XR
1595 Thurrock Unit 345, 1,191 372 1,563 Buyer's 1,563
Lakeside Shopping Solicitors
Centre,West Thurrock,
Essex.
RM16 1ZH
1598 Dover Unit 1a Biggin Street, 1,056 920 1,976 Buyer's 1,976
Dover, Solicitors
Kent.
CT16 1BD
1601 Walworth Road 239 Walworth Road, 910 473 1,383 Buyer's 1,383
Walworth, Solicitors
London.
SE17 1RL
1605 Wimbledon 22 The Broadway, 1,100 600 1,700 Seller's 1,700
Wimbledon. Solicitors
SW19
1607 Brighton 70 London Road, 992 912 1,904 Seller's 1,904
Brighton, Solicitors
Sussex.
BN1 4JE
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1610 Newbury 14 Bartholemew Street, 933 495 1,428 Seller's 1,428
Newbury, Solicitors
Berks.
RG14 5LL
1612 Reading 18 Broad Street Mall, 851 565 1,416 Buyer's 1,416
Reading, Solicitors
Berks.
RG1 7QE
1613 Oxford 32 St. Ebbes Street, 758 592 1,350 Buyer's 1,350
Oxford, Solicitors
Oxon.
OX1 1PU
1614 Streatham 254 Streatham High 735 164 899 Buyer's 899
Street Solicitors
London.
SW16 1HS
1615 Beckenham 144 High Street, 766 323 1,089 Seller's 1,089
Beckenham, Solicitors
Kent.
BR3 1EA
1620 Basingstoke 32 Mayfair House, 1,070 1,029 2,099 Buyer's 2,099
Basingstoke, Solicitors
Hants.
RG21 1JY
1621 Sutton 206 High Street, 873 1,164 2,037 Seller's 2,037
Sutton, Solicitors
Surrey.
SM1 1NU
1622 Southampton Unit 4, 1,573 1,394 2,967 Buyer's 2,967
East Street Shopping Solicitors
Centre,
Southampton.
SO14 3HX
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1623 Swindon 34 Canal Walk, Swindon, Wilts. SN1 2LD 1,100 1,000 2,100 Buyer's Solicitors 2,100
1625 Poole 86 High Street, Poole, Dorset. BH15 1DB 895 110 1,005 Buyer's Solicitors 1,005
1626 Aldershot 10 Union Street, Aldershot, Hants. GU11 1EG 1,014 396 1,410 Buyer's Solicitors 1,410
1630 Eastleigh 11 Market Street, Eastleigh, Hants. SO5 54H 636 380 1,016 Buyer's Solicitors 1,016
1631 Salisbury 22 Catherine Street, Salisbury, Wilts. SP1 2DA 954 336 1,290 Buyer's Solicitors 1,290
1636 Farnham 16 West Street, Farnham, Surrey. GU9 7DR 832 839 1,671 Seller's Solicitors 1,671
1638 Andover 69-71 High Street, Andover, Hants. SP10 1LP 1,278 566 1,844 Buyer's Solicitors 1,844
1639 Fareham Unit 78, Osborne Hall, Fareham, Hants. PO16 0PW 982 719 1,701 Buyer's Solicitors 1,701
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1640 Crawley 40 The Broadway, Crawley, 1,000 300 1,300 Seller's Solicitors 1,300
Sussex. RH10 1HS
1641 Tunbridge 77-83 Camden Road,Tunbridge 2,082 3,240 5,322 Seller's Solicitors 5,322
Wells Wells, Kent. TN1 2QL
1644 Bromley 13-15 The Hall, Bromley, Kent. BR1 1TR 1,100 400 1,500 No 1,500
1645 Farnborough 52 Kingsmead Centre, 1,324 975 2,299 Buyer's Solicitors 2,299
Farnborough, Surrey. GU14 7SL
1648 Putney 39-41 High Street, Putney. SW15 1SP 1,235 449 1,684 Seller's Solicitors 1,684
AND VENTILATION DUCT (LICENCE)
1652 Bracknell 10 Charles Square, Bracknell. RG12 1DF 1,238 598 1,836 Seller's Solicitors 1,836
1654 Canterbury 19-23 Lower Bridge Street, 1,200 183 1,383 Buyer's Solicitors 1,383
Canterbury, Kent. CT1 2LG
1657 Guildford 221 Upper High Street, 1,011 245 1,256 Seller's Solicitors 1,256
Guildford, Surrey, GU1 3BJ
1658 Terminus Road 88 Terminus Road, Eastbourne. BN21 3LX 1,150 3,795 4,945 No 4,945
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1661 Folkestone Unit 2 West Terrace Sandgates 1,200 1,000 2,200 Buyer's Solicitors 2,200
Lanes, Folkestone, Kent. CT20 1DP
1666 Kingston-on- 6 Alderman Judge Mall, Kingston-on 1,100 328 1,428 Buyer's Solicitors 1,428
Thames Thames. KT1 1BP
1669 Bexleyheath 122 The Broadway, Bexley 1,200 2,885 4,085 Seller's Solicitors 4,085
Heath, Kent. DA6 7HF
AND LAND AT THE REAR (LICENCE)
1672 Margate 21-22 The Centre, Margate, Kent. CT9 1JG 1,150 1,000 2,150 Seller's Solicitors 2,150
1673 Epsom 59 High Street, Epsom, Surrey. KT19 8DH 1,440 90 1,530 Seller's Solicitors 1,530
1676 Brighton 73 Western Road, Brighton, Sussex. BN1 2HA 1,150 1,000 2,150 No 2,150
Central
1677 Waterlooville 316 London Road, Waterlooville. PO7 7DU 1,150 2,000 3,150 No 3,150
1678 Worthing 127 Montague Street, Worthing. BN11 3BP 1,100 500 1,600 Buyer's Solicitors 1,600
1679 Chichester 34 South Street, Chichester. PO19 1EL 1,481 2,084 3,565 Buyer's Solicitors 3,565
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1680 Slough Central 134 High Street, Slough, Bucks. SL1 3YG 1,642 3,213 4,855 Seller's Solicitors 4,855
1681 Croydon 12-14 Crown Hill, Croydon. CR? 1YL 1,449 4,285 5,698 Buyer's Solicitors 5,698
1683 Tonbridge 51 High Street, Tonbridge, Kent. TN9 1SD 950 782 1,732 Buyer's Solicitors 1,732
1684 Herne Bay 137/139 Mortimer Street Herne Bay Kent 1,704 994.2 2,698.2 Seller's Solicitors 2,698.2
1686 Fleet Unit 7, The Hart Centre, Fleet, Hants. 1,102 386 1,488 No 1,488
GU138 AZ
1690 Ashford 7 New Rents, Ashford, Kent. TN23 1LE 1,300 900 2,200 Seller's Solicitors 2,200
1691 Redhill 10 Warwick Quadrant, Redhill, Surrey. 1,400 700 2,100 No 2,100
RH1 1NN
1694 Staines 111b High Street, Staines. TW18 4PQ No
1695 Horsham 44 West Street Horsham West Sussex Buyer's Solicitors
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1804 East Kilbride 8 Princes MallEast Kilbride. G75 1LP 1,043 2,960 4,003 Seller's Scottish 4,003
Solicitors
1806 Glenrothes 18 Lyon Way, Glenrothes. KY7 5NW 1,131 100 1,231 Seller's Scottish 1,231
Solicitors
1808 Dundee 29 Wellgate Centre, Dundee. DD1 2DB 1,200 739 1,939 Seller's Scottish 1,939
Solicitors
1809 Renfield Street 72 Renfield Street, Glasgow. G2 1NQ 1,151 1,289 2,440 No 2,440
1810 Kirkcaldy 16 The Postings, Kirkcaldy. KY1 1HN 1,071 467 1,538 No 1,538
1814 Paisley 15 Central Way, Paisley, Renfrewshire. No
PA1 1EL
1815 Greenock 46 Hamilton Way, The Oak Mall 981 50 1,031 Seller's Solicitors 1,031
Shopping Centre, Greenock. PA15 1RH
1817 Edinburgh 25 Shandwick Place, Edinburgh, 1,246 1,385 2,631 Seller's Scottish 2,631
EH2 4RG Solicitors
1821 North Bridge Unit 9, 27 North Bridge, 1,100 1,000 2,100 Seller's Scottish 2,100
Edinburgh. Solicitors
1822 Livingstone 60 Almondvale South, Livingston. EH5 1,148 887 2,035 No 2,035
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1823 Falkirk 18 High Street, Falkirk, FK1 1EY. 1,640 1,440 3,080 Seller's Scottish 3,080
Solicitors
1829 Dumfries 11 The Loreburn Centre, Dumfries. 1,162 405 1,567 Seller's Scottish 1,567
DG1 2BL Solicitors
1830 Glasgow - Unit Y2, The Shawlands 1,197 1,208 2,405 No 2,405
Shawlands Arcade, Glasgow. G41 3NN
3411 Bournemouth Unit 422 Gervis No
Place, Bournemouth, Dorset. BH1 2AL
CLOSED STORES
-------------
4110 Bradford 9 Petergate Bradford West Yorks No
(Petergate)
4166 Goole 11 Boothferry Road No
Goole Humberside
4205 St.Helen's 36 Bridge Street No
(Merseyside) St Helen's Merseyside
. Manchester Marsden Court No
4231 Blackburn 21 Stonybutts Blackburn Lancs No
4262 Wigan 31b Marketgate Shopping Centre Wigan No
Gt. Manchester
4265 Nelson 15 Marsden Mall Nelson Lancs No
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
4327 Rugby Clocktowers Shopping Centre Unit 31 No
10 Manning Walk Rugby Warwickshire
4354 Stevenage 13 Park Place Stevenage, Herts No
4373 Wellingborough 8 Pebble Lane Wellingborough No
Northants
4435 Llanelli 9 Stepney Street Llanelli No
Dyfed West Wales
4448 Knowle 22 The Broadwalk Wells Road Knowle Bristol No
4567 Great Yarmouth 6 Regent Street Great Yarmouth Norfolk No
4568 Chelsea 385/389 Kings Road Chelsea No
London 46/62 High Street No
4581 Hornchurch Hornchurch Essex
4583 Brentwood 11 Chapel High Shopping No
Brentwood Essex
4588 Edgware 224 Station Road Edgware No
London
1617 Wandsworth Buyer's Solicitors
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
4619 Eastbourne 5 Langley Shopping Centre Buyer's
Eastbourne East Sussex Solicitors
4643 Portsmouth 223 Commercial Road No
Portsmouth Hants
4649 Maidstone 215/216 Water Lane No
Chequers Centre
Maidstone
Kent
AND REMOTE STOCK ROOM (LICENCE)
No
4656 Mitcham 3 St. Mark's Place
Mitcham Surrey
4660 Eltham 7 St. Mary's Place No
176/186 Eltham High Street
Eltham
4664 Woolwich 100 Powis StreetWoolwich London Seller's
Solicitors
4670 Dartford 10 Orchard Centre Dartford No
4689 Dorking 13 St. Martins Walk No
Dorking
4692 London 277/279 Regent Street Seller's
London Solicitors
4813 Glasgow (Argyle Street) 7 Westergate Argyle Street No
Glasgow Scotland
4820 Ayr 51 High Street Ayr No
Strathclyde Scotland
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
4828 Hamilton 89 Quarry Street Hamilton No
Strathclyde Scotland
6218 Stretford (Manchester) 13/14 Market Hall Arndale Centre No
Chester Road Stretford
Gt Manchester
6804 East Kilbride 8 Princes Square No
Strathclyde
6818 Aberdeen 11 Trinity Centre Aberdeen No
Grampian Scotland
6821 Edinburgh (Princes 11 Princes Street No
Street) Edinburgh
6824 Kilmarnock (12 King 12 King Street No
Street) Kilmarnock
Strathclyde
4562 Ilford 65 Cranbrook Road Ilford No
ex London
Norwich No
Street
4688 Caterham 3 Church No
Walk
Caterham
Surrey
Bradford Foster Square No
Coventry Station Square No
Birmingham Northfield No
Northampton Weston Farel No
Bristol Bishopstone No
London Tottenham Court Road No
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Romford Western Road No
London St. Brides No
Waltham Cross No
London Seacoal Lane No
4515 Barking 12 Focal House Station Parade No
Barking London
SUBLET/LICENCED STORES
-----------------------
4502 Luton 157 Dunstable Road No
Luton Beds
4589 Barnet 10 The Spires Shopping Centre No
Barnet London LET UNDER LICENCE
4611 Slough 293 High Street Slough No
4321 Wolverhampton 1 Market Street Wolverhampton No
West Midlands
4662 Gravesend Anglesea Centre Gravesend No
Kent LET UNDER LICENCE
4801 Glasgow Ingran St Seller's
Solicitors
4632 Brixton No
1587 West Ealing No
</TABLE>
<PAGE>
PART SUBLET
-----------
1419 Bond Street No
4166 Goole No
1586 Hounslow No
1565 Kensington No
1625 Poole No
1614 Streatham No
1587 West Ealing No
1336 Wolverhampton No
1402 Down End, Bristol No
1541 Basildon No
LIST OF ASSIGNED STORES
-----------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
STORE NO. LOCATION STORE ADDRESS
- -------------------------------------------------------------------------------------------
<C> <S> <C>
5141 Durham Unit 9 Millburngate
88 North Road
Durham
Co. Durham
5165 Skegness 31-33 Lumley Road
Skegness
5172 Chester-Le-Street 73/75 Front Street
Chester-Le-Street
Co. Durham
5173 Long Eaton 63/65 High Street
Long Eaton
Derbys
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
5225 Bootle 46 Medway
Bootle
Liverpool
Merseyside
5266 Kirkby St Chads Parade
Kirkby
Merseyside
5270 Huyton, Liverpool 6 Sherbourne Square
Huyton
Merseyside
5279 Belle Vale Liverpool Unit C
Belle Vale Shopping Centre
Belle Vale
Liverpool
5362 Luton 160 Bute Street
Arndale Centre
Luton
Beds
5367 Kings Heath Birmingham 163 High Street
Kings Heath
Birmingham
5425 Cwmbran 13 North Walk
Cwmbran
Gwent
South Wales
5503 Cheshunt 92 Turners Hill
Cheshunt
Herts
5518 Hammersmith 142/144 King Street
Hammersmith
London
5579 St. Albans 39 The Maltings
St Albans
Herts
5662 Ramsgate 38 High Street
Ramsgate
Kent
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
5671 Lewisham 57 Riverdale Centre
Lewisham
London
5675 Bognor Regis 3 London Road
Bognor Regis
West Sussex
5693 Paddington (Edgware Road) 234 Edgware Road
Padington
London
5164 Redcar 52 High Street
Redcar
TS10 3DR
4682 Tooting 3 High Street
Tooting
London
5336 Wolverhampton Mander Centre
6801 Glasgow (Ingram Street)
Manchester Stretford
</TABLE>
LIST OF SURRENDERED STORES
--------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
STORE NO. LOCATION ADDRESS
--------- -------- -------
- ------------------------------------------------------------------------------------------
<S> <C> <C>
6151 Bristol (Colston Centre) Unit 3
Colston Centre
Bristol
6374 Corby 49 Queens Square
Corby
Northants
6441 Monmouth 35 Monnow Street
Monmouth
Gwent
South Wales
6523 Ipswich (Westgate Street) 6/8 London Road
Enfield
Middlesex
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
6545 Notting Hill 136 Nottinghill Gate
London
6825 Clydebank 59 Sylvania Way
Clydebank
Strathclyde
Scotland
4819 Irvine 33 Bridgegate
Irvine
Strathclyde
Scotland
4260 Prescot 14 Prescott Centre
Prescott
Merseyside
4596 Hounslow 69 High Street
Hounslow
Middlesex
4668 Fratton Bridge Shopping Centre
Fratton
Portsmouth
6328 Birming- 528/529 Bridge Link
ham (BullRing) Bull Ring Centre
Birmingham
6661 Folkestone 6 Sandgates Lanes
Folkstone
Kent
6663 Leatherhead 30/32 High Street
Leatherhead
Surrey
Swindon 54 Canal Walk
Kilmarnoch 12 King Street
Kilmarnock
Scotland
</TABLE>
<TABLE>
<CAPTION>
LIST OF EXPIRED LEASE STORES
----------------------------
- ------------------------------------------------------------------------------------------
STORE NO. LOCATION ADDRESS
CERTIFICATE
OF TITLE?
- ------------------------------------------------------------------------------------------
<S> <C> <C>
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
4226 Marsden Court, Manchester Unit 71 No
Arndale Centre
Manchester
4617 Wandsworth 107/109 Wandsworth Buyers'
Wandsworth Solicitors
London
6112 Hull (Clough Road) Clough Road No
Queensway
Hull
6128 Liverpool (Tithebarn Street) Churchill House No
Tithebarn Street
Liverpool
6168 Nottingham 237 Upper Level No
Victoria Centre
Nottingham
Notts
6222 Liverpool (Old Swan) 648 Prescott Road No
Old Swan
Liverpool
6241 Salford 90 Ravenway No
Salford Precinct
Salford
Greater Manchester
6264 Runcorn 99 The Grosvenor Centre No
Runcorn
Cheshire
6272 Skelmersdale 12 Concourse Centre No
Skelmersdale
Merseyside
6309 Erdington 218 High Street No
Erdington
Birmingham
6318 Ward End, Birmingham 887 Washwood Heath Road No
Birmingham
6322 Brownhills 60 High Street No
Brownhills
6401 Knowle (Wells Road) 335 Wells Road No
Broadwalk Centre
Knowle
6411 Bournemouth 132/134 Commercial No
Bournemouth
Dorset
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
6505 Walthamstow 123 High Street No
Walthamstow
London
6509 London (Burnt Oak) 128 Burnt Oak Broadway No
6516 Romford (Collier Row) 27 Collier Row Road No
Romford
Essex
6514 Chingford
6519 Hendon 21 Sentinel Square No
Brent Street
Hendon
London
6536 Bletchley 20 The Concourse No
Brunel Centre
Bletchley
Bucks
6539 Grays 7 North Mall No
Town Centre
Grays
6553 London (Oxford Street) 27 Oxford Street No
London
6574 Kilburn 101 Kilburn High Road No
London
6603 Orpington 5 The Walnuts Shopping Centre No
Orpington
Kent
6605 Wimbledon 124/126 The Broadway No
Wimbledon
London
6606 Welling 7 Embassy Court No
Welling
Kent
6608 Sittingbourne 20 The Forum Shopping No
Sittingbourne
Kent
6618 Croydon (St. Georges Walk) 49 St George's Walk No
Croydon
6627 Fulham 409 North End Road No
Fulham
London
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
6612 Newton Mearns No
060B Wednesbury (warehouse) Unit 1 & 2 Block 3 No
Wednesbury Trading Estate
Bilston Road
Wednesbury
6578 Norwich 48 London Street,Norwich.NR2 1LA No
6617 Wandsworth 107-109 Wandsworth High No
Street,Wandsworth.SW18 4HY
6523 Enfield 6/8 London Road No
Enfield
Middlesex
BREAK NOTICE EXERCISED.
6642 Chatham 54/55 Pentagon Centre No
Chatham
Kent
BREAK NOTICE EXERCISED.
6687 Gillingham 130 High Street No
Gillingham
Kent
6516 Stockton No
6540 Hemel Hempstead No
</TABLE>
<PAGE>
Schedule 3
WARRANTIES
1. CORPORATE
1.1. Members of Seller's Group are the beneficial and legal owner of the
Shares and are entitled to sell the Shares to Buyer free from all
liens charges and without limitation encumbrances of any description
whatsoever without the consent of any third party.
1.2. Seller has full power and authority to enter into this Agreement and
the other documents to be executed in connection with it, all of which
constitute (or will when executed constitute) legal and valid binding
obligations on Seller enforceable in accordance with their respective
terms.
1.3. The Shares constitute the whole of the issued and allotted share
capital of the Company and are fully paid or credited as fully paid.
1.4. The Company is a private company limited by shares incorporated in
England and the information set out in Schedule 1 is correct and
complete as to the matters specified in that Schedule and contained in
it.
1.5. The Company will not on Closing have any subsidiaries or be the
registered holder or beneficial owner of any share or loan capital in
any company.
1.6. The Company does not have any directors, shadow directors or alternate
or associate directors other than the persons listed in Schedule 1.
1.7. Since the Balance Sheet Date, no share or convertible securities of
the Company (or any rights or interests therein) have been created,
allotted or issued or agreed to be created, allotted or issued.
1.8. There are no outstanding rights to call for the creation, allotment,
issue, transfer or conversion at any time of any share or loan capital
of the Company (or any rights or interests therein).
1.9. The register of members and other books required by the Companies Act
to be kept by the Company contain materially accurate and complete
records of the matters with which they should deal and there has been
no notice of any proceedings to correct or rectify any such books.
1.10. No order has been made or petition presented or resolution passed for
the winding up or administration of the Company, no receiver or
administrator or administrative receiver has been appointed or could
lawfully be appointed by any person of the Company's business or
assets or any part thereof, the Company is not insolvent and has not
stopped payment and is not unable to pay its debts (within the meaning
of section 123 of the Insolvency Act 1986) and the Company is
<PAGE>
capable of meeting its liabilities as and when they fall due for
the foreseable future.
2. INFORMATION
2.1. So far as Seller is aware the Disclosure Letter (excluding the
Disclosure Documents) gives a fair representation of the matters
to which it relates and is not misleading. Each document
comprised within the Disclosure Documents is an accurate copy of
the original and so far as Seller is aware no such document has
been amended orally or in writing.
2.2. So far as Seller is aware the factual information in the
Disclosure Documents is true and accurate in all material
respects.
3. FINANCIAL
3.1. The Accounts give a true and fair view of the state of affairs of
the Company at 30 June 1998 and of its profit or loss for the
financial period ended on 30 June 1998 and comply with the
Companies Act and applicable accounting standards
3.2. The Management Reports as at the date to which they are drawn up
and in all material respects reasonably set out all the assets
and liabilities of the Company as at such date and make
reasonable provision for all liabilities (other than contingent
liabilities for which no provision or note would reasonably be
made in accordance with proper accounting practice) of the
Company as the same then existed and the Management Reports give
a reasonable view of the profits earned or losses incurred by the
Company for the accounting period in respect of which they are
drawn up.
3.3. All accounts, books, ledgers, financial and other key records of
the Company are under the ownership or control of the Company and
include all records and documents required to be kept by statute.
All such records and documents required to be kept by statute
have been maintained in accordance with the law in all material
respects.
3.4. The terms of the Company's borrowing facilities are reproduced as
Disclosure Documents 7.16 to 7.27 and 7.96.
3.5. Since 30 June 1998, the business of the Company has been carried
on in the ordinary course and no dividends have been paid or
declared in respect of the Shares.
4. PROPERTIES AND ENVIRONMENTAL
Introduction
4.1. The Properties comprise all the freehold and leasehold land and
premises owned occupied or otherwise used by the Company as at
the date of this Agreement.
<PAGE>
4.2. The details relating to the Properties which are set out in Schedule 2
(other than the square footage measurements which are indicative only)
are true complete and accurate in all material respects.
4.3. The replies, reproduced as Disclosure Documents 4.4, given by Seller's
solicitors to the preliminary enquiries are accurate in all material
respects.
Title
4.4. The Company has good and marketable title (legal and beneficial) to
the Properties and Seller can and will if so required by Buyer deduce
such title commencing in the case of unregistered land with a good
root of title at least 15 years old and in the case of registered land
in accordance with Section 110 Land Registration Act 1925 with full
title guarantee.
4.5. All documents of title to the Properties shall if required be produced
to Buyer's solicitors for inspection on or before Closing and save
where they are held by mortgagees all such documents are in the
possession or under the control of the Company.
4.6. Where the title of the Company to the Properties is not registered so
far as Seller is aware no event has occurred in consequence of which
that title should have been registered.
Encumbrances
4.7. The Company has exclusive possession and occupation of all the
Properties and save as disclosed none of the Properties is subject to
any lease tenancy licence to occupy or agreement to grant any of them.
4.8. The Properties are not subject to any materially onerous or materially
adverse covenants licences rights easements quasi-easements
obligations overriding interests or other similar matters other than
as disclosed and Seller is not aware of any material subsisting
breach.
4.9. The Disclosure Letter contains details of all material agreements
covenants restrictions or conditions of which Seller is aware and to
which the Properties are subject or which affect the Properties, and
Seller is not aware of any material subsisting breach.
4.10. Light and air to all windows and apertures of the Properties and
pedestrian and vehicular access to and egress from the Properties are
in each case enjoyed as of right save as disclosed.
Disputes
4.11. Seller knows of no subsisting disputes concerning boundaries easements
covenants rights means of access or other matters relating to the
Properties or their use or occupation and Seller is not aware of any
material pending disputes actions claims or demands in respect of the
Properties or their use or occupation.
<PAGE>
4.12. Seller knows of no circumstances which would currently entitle or
require any person to exercise any power of entry upon or of taking
possession of any of the Properties or which would otherwise restrict
or terminate the continued possession or occupation of any of the
Properties.
Planning
4.13. In Paragraphs 4.14 to 4.21 inclusive:
"DEVELOPMENT" has the meaning given by Section 55 of the Town and
-------------
Country Planning Act 1990; and
"PLANNING ACTS" means the Town and Country Planning Acts 1990 the
---------------
Planning (Listed Buildings and Conservation Areas) Act 1990 the
Planning (Hazardous Substances) Act 1990 the Planning (Consequential
Provisions) Act 1990 and all other statutes referred to in any of them
to the extent that they remain in force.
4.14. The present use of the Properties is the permitted use for the
purposes of the Planning Acts and such use is not materially adversely
affected by any planning proposals and is not a use permitted only for
a temporary period or a particular occupier or class of occupiers.
4.15. No planning permission in respect of the Properties has been revoked
or suspended so far as Seller is aware.
4.16. Compliance is being made and has at all times been made by the Company
in all respects with all planning permissions orders and regulations
issued under the Planning Acts for the time being in force with
respect to the Properties.
4.17. There has been no application by the Company for planning permission
or for any consent approval or determination under the Planning Acts
in respect of the Properties which is awaiting determination.
4.18. There has been no planning decision or deemed refusal in respect of
the Properties which is or could be the subject of an appeal or an
application for judicial review.
4.19. There are no outstanding written notices or complaints by any
competent authority in relation to any development carried out at the
Properties.
4.20. No development has been carried out in relation to the Properties by
the Company without first obtaining any requisite consent under the
Planning Acts or without complying with any such consent.
4.21. No compensation has been received by the Company consequent upon the
refusal or revocation of any planning consent or the imposition of any
restrictions in any planning consent relating to any of the
Properties.
<PAGE>
Statutory Notices and obligations
4.22. So far as Seller is aware compliance has been and is being made by the
Company with all applicable statutory and bye law requirements and
with all notices served under them with respect to the Properties or
their use and in particular (but without limitation) with all
applicable requirements as to fire precautions and the means of escape
in the case of fire and with the Public Health Acts the Housing Acts
the Highways Acts and the Office Shops and Railways Premises Act 1963
the Factories Acts the London Building Acts the Health and Safety at
Work etc Act the Control of Pollution Act 1971 and the Environmental
Protection Act 1990.
4.23. There are not in force (nor in relation to the current or intended use
of the Properties are there required to be in force) any licences
whether under the Licensing Acts 1964 to 1988 or otherwise which apply
to the Properties.
4.24. There is no outstanding claim against the Company in respect of the
Properties which arises under any statutory provision, nor so far as
Seller is aware, or should be aware, any facts capable of giving rise
to any such claim.
Utilities
4.25. The Properties are connected to and with mains gas electricity and
water supplies and drains and sewers adopted and maintained by the
relevant water authority or where any of the Properties is part only
of a building that building is so directly connected and the Company
has rights to the passage of gas electricity water and soil through
the pipes and other conduits in the building which connect that
Property to the publicly adopted mains drains and sewers.
Insurance
4.26. The insurance policy regarding the freehold Property, Tandy Centre,
Leamore Lane, Bloxwich, Walsall, West Midlands WS2 7PS, is reproduced
as Disclosure Document 4.21.
Leasehold Properties
4.27. In this paragraph 427 "the Leases" means each of the leases tenancies
licences and agreements under which the Properties are held by the
Company details of all of which are contained in the Disclosure Letter
and in the case of a licence references to landlord tenant and rent
are references to the licensor licensee and the licence fee
respectively.
4.28. There are no arrears of rent or other moneys due and payable under the
Leases.
4.29. Save as disclosed:
4.29.1. the respective grantors of the Leases and superior leases
had express or implied power and authority to grant the
Leases and any superior lease respectively;
<PAGE>
4.29.2. no unusual demand for service charge is expected;
4.29.3. there are no material subsisting breaches or any material
non-observances of any covenant condition or agreement on
the part of the Company contained in any of the Leases and
the landlord has not refused to accept rent or made any
material complaint or objection which is outstanding; and
4.29.4. all insurance premiums have been duly paid.
4.30. The Company has not received from any landlord under any Lease written
notice claiming that the Company is in breach of any covenant or
undertaking in that Lease regarding on-going repair obligations (but
not dilapidations), which notice has not been disclosed to Buyer.
4.31. Seller knows of no circumstances likely to give rise to a claim for
breach of convenant on the part of the Company as tenant under the
terms of any lease which has expired prior to Closing.
Tenancies
4.32. In this paragraph 1.10 "the Tenancies" means each of the leases
tenancies licences and agreement to which the Properties are subject
details of all of which are contained in the Disclosure Letter and in
the case of a licence references to landlord tenant and rent are
references to licensor licensee and licence fee respectively.
4.33. There are no material arrears of rent or other moneys payable under
the Tenancies.
4.34. Save as disclosed, there are no rent reviews in the course of being
negotiated or determined or exercisable by the Company pursuant to any
of the Tenancies.
4.35. Save as disclosed:
4.35.1. so far as Seller is aware none of the tenants or other
parties to any of the Tenancies is bankrupt or in
liquidation (whether voluntary or compulsory) or in
receivership or administrative receivership or has had an
administration order made against it;
4.35.2. the respective grantors of each of the Tenancies has power
and authority to grant them;
4.35.3. there are no material subsisting breaches or any material
non-observances of any covenant condition or agreement on
the part of either the tenant or the Company contained in
any of the Tenancies and the Company has not refused to
accept rent or made any material outstanding complaint or
objection which is outstanding;
4.35.4. the rent and any additional rent or charge due on the last
rent day prior to the date of this Agreement has been
received by the Company and there has been no persistently
repetitive non-payment of any such rent or other payment
payable under any of the Tenancies;
<PAGE>
4.35.5. all insurance premiums have been duly paid; and
4.35.6. neither the Company nor any of its tenants has commuted
or agreed to commute any rent to a capital sum or paid
any rent unduly in advance.
4.36. There are no leases other than those listed in Disclosure
Document 4.19 which have been assigned by the Company and which
have not expired or been surrendered.
Environmental
4.37. So far as Seller is aware, the Company has not infringed any
Environmental Laws in consequence of which an unfavourable
judgement, decision, ruling or finding is reasonably likely to
materially and adversely affect the Company.
5. OTHER ASSETS
5.1. The Company is the sole owner with good and marketable title free
from all liens, charges, encumbrances, options or adverse claims
of all tangible fixed and tangible current assets (subject to
sales of current assets and reservations of title in the ordinary
and normal course of its trading) which it uses in its business
and the Company has not agreed to create or grant any lien,
charge, option or other encumbrance over such assets.
5.2. Seller is not aware of any fact which would cause the full amount
of all debts which shall be owing to the Company at Closing not
to be recovered in full free of any counterclaim or set-off (less
the amount of any provision or reserve which has been calculated
on the same basis as that applied in the Accounts, Management
Reports or disclosed in the Disclosure Letter) in the ordinary
and normal course of business.
5.3. So far as Seller is aware, the Company has not received notice
that the Company is infringing the intellectual property rights
of any other person, nor that the Company has become liable to
make any payment of any royalty or of any sum in the nature of
any royalty to any other person other than Tandy Corporation on
terms disclosed.
6. TAXATION
6.1. Definitions
In this paragraph 6 the following words shall bear the following meanings:
WORD MEANING
"ACT" means advance corporation tax;
<PAGE>
"CAA" means the Capital Allowances Act 1990;
"Taxing Authority" means the Inland Revenue, H M Customs and
Excise and any similar authority concerned
with the administration and collection of
Taxation;
"TCGA" means the Taxation of Chargeable Gains Act
1992;
"VAT" means value added tax; and
"VATA" means the Value Added Tax Act 1994.
6.2. General
6.2.1. All returns, computations and payments which should be
or should have been made by the Company for any fiscal
purpose have been prepared on a proper basis and
submitted within the prescribed time limits and are up
to date and correct in all material particulars and
none of them is now the subject or so far as Seller is
aware likely to be the subject of any dispute with a
Taxing Authority and will not give rise to any
disallowance of relief, forfeiture, loss of allowance
or credit, assessment, adjustment or set off (including
any claim for interest on unpaid tax) by a Taxing
Authority.
6.2.2. All particulars furnished to a Taxing Authority in
connection with the application for any consent or
clearance on behalf of the Company accurately disclosed
all facts and circumstances considered material to the
decision at that time of the Taxing Authority any such
consent or clearance is valid and effective and any
such transaction for which such consent or clearance
has previously been obtained has been carried into
effect only in accordance with the terms of the
relevant application and consent for clearance.
6.2.3. The Company is not the subject of a back duty
investigation or in depth enquiry by any Taxing
Authority and there are no facts known to Seller which
may give rise to the same.
6.2.4. All income tax under the PAYE system and payments due
in respect of employees' contributions to national
insurance and graduated state pension in the six years
immediately prior to Closing have been properly
deducted by the Company and (together with any
employer's contribution) have been fully and correctly
paid to the appropriate Taxing Authority and proper
records thereof have been maintained.
6.2.5. All Taxation required to be deducted from any payments
made by the Company which it is obliged or entitled to
make has been deducted and accounted in full to the
appropriate Taxing Authority.
6.2.6. The Company is not and has at any time during the six
years immediately prior
<PAGE>
to Closing been an investment company, a close
investment company or an investment trust company for
taxation purposes.
6.2.7. The Company has not since the Balance Sheet Date taken
any action which has had, or might have, the result of
altering or prejudicing or in any way disturbing any
arrangement or agreement which it has previously
negotiated with a Taxing Authority.
6.2.8. The taxation computations for all accounting periods of
the Company ended on or before 30 June 1995 have been
agreed with the Inland Revenue.
6.2.9. The Company is and has always been resident only in the
United Kingdom for taxation purposes and has never
carried on any trade, business or other activities
outside the United Kingdom other than the export of its
goods and/or services.
6.3. Taxable profits
6.3.1. The Company has not directly or indirectly paid any
remuneration, emoluments or compensation for loss of
office or made any gratuitous payment or transferred
any assets to any of its present or former directors or
employees within the six years immediately prior to
Closing, the cost of which will not be deductible for
taxation purposes.
6.3.2. Since the Balance Sheet Date there have been no event
or circumstances such that Sections 343 or 768 Taxes
Act have been or could be applied.
6.4. Capital assets
6.4.1. Save as provided for in the Accounts the values
attributed to each of the assets of the Company as at
30 June 1998 is such that on any disposal of any of
those assets which is treated for taxation purposes as
being for a consideration equal to such value (ignoring
any relief and allowances available to the Company
other than amounts falling to be deducted under Section
38 TCGA) no chargeable gain or allowable loss would
arise.
6.4.2. Since the Balance Sheet Date no asset has been acquired
otherwise than by way of a bargain made at arms length
and for a consideration equal to its market value.
6.4.3. The Company is not subject to any contingent liability
as is mentioned in Section 49 TCGA.
6.5. Capital allowances
6.5.1. The book value of each of the assets of the Company in
or adopted for the purposes of the Accounts on which
capital allowances are calculated
<PAGE>
separately does not exceed the written down value of
such asset for the purposes of the CAA and the
aggregate book value of plant and machinery for which
capital allowances have been claimed under Part II of
that Act does not exceed the written down value of the
qualifying expenditure under that Act.
6.5.2. The Company has not been a party to or involved in any
transaction whereby a balancing allowance would be
denied or reduced by virtue of Section 5 CAA.
6.5.3. No allowances have been claimed by the Company which
are liable to be reduced or withdrawn by virtue of
Sections 1(6), 42 or 47 CAA.
6.5.4. No capital expenditure has been incurred which is
subject to the provisions of Section 75 CAA.
6.6. Group arrangements
The Company had a single dormant wholly owned subsidiary,
Radioshack Limited with which it did not carry out any
transactions. The shares of this subsidiary were transferred by
the Company prior to Closing.
6.7. Distributions and ACT
6.7.1. The Company has not in the six years immediately prior
to Closing done anything which could be treated as a
distribution for the purposes of Sections 209 or 210
Taxes Act.
6.7.2. No event or series of events has occurred which might
cause the disallowance of the carry forward of losses
or excess charges or such that any of Sections 245 or
245A or 245B Taxes Act have applied or could apply.
6.7.3. The Company has not issued any share capital to which
the provisions of Section 249 Taxes Act or Section
141(1) TCGA could apply nor does it own any such share
capital nor granted options or rights to any person
which entitles that person to require the issue of any
share capital.
6.7.4. The Company will be entitled in respect of any
qualifying distribution made by it to a full set off of
its corresponding payment of ACT under Section 239(1)
Taxes Act or in so far as there is no set off under
Section 239(1) or in so far as any set off is
restricted under Section 239(3).
6.8. Stamp Duty
6.8.1. All instruments (other than those which have ceased to
have a legal effect) executed by the Company (and which
are or were subject to stamp duty) have been duly
stamped.
6.8.2. The Company has no liability of any nature whatsoever
to stamp duty reserve
<PAGE>
tax.
6.8.3. No relief or exemption has been obtained from stamp
duty under Section 55 Finance Act 1927, Section 42
Finance Act 1930 or Sections 75 to 79 inclusive Finance
Act 1986.
6.9. Anti Avoidance
6.9.1. The Company has not entered into or been a party to any
pre-ordained series of transactions, composite
transactions or any other schemes or arrangements into
which steps were inserted which served no purpose other
than the saving of taxation.
6.9.2. The Company has not been a party to any other
transaction or arrangement of any nature which could
give rise to a charge to taxation under Part XVII Taxes
Act.
6.10. Close company
The Company has never been a close company for the purpose of the
Taxes Act.
6.11. Events since 30 June 1998.
Since 30 June 1998:
6.11.1. the Company has not disposed of any asset (including
trading stock) or made any supply of any service or
business facility of any kind (including loan of money
or the letting, hiring or licensing of any property
whether tangible or intangible) in circumstances where
the consideration actually received or receivable for
such disposal or supply is less than the consideration
which could be deemed to have been received for the
purposes of taxation;
6.11.2. no event has occurred which gives rise to a liability
to taxation to the Company on deemed (as opposed to
actual) income, profits or gains or which results in
the Company becoming liable to pay or bear a liability
to taxation directly or primarily chargeable against or
attributable to another person, firm or company;
6.11.3. the Company has not made or received any distributions
for any taxation purpose;
6.11.4. the Company has not surrendered or claimed any ACT
under Chapter V Taxes Act or any losses by way of group
relief under the Taxes Act; and
6.11.5. the Company has not paid any remuneration (including
emoluments as defined by Section 131 and Sections 153
to 168 Taxes Act) to any officer, director or employee
or to any member of his family or household in excess
of such amount as will be deductible in computing the
taxable
<PAGE>
profits of the Company.
6.12. VAT
6.12.1. In relation to VAT the Company has complied with all
statutory provisions, rules, regulations, orders and
directions and made all necessary returns and within
the prescribed time limits provided all necessary
information and documents to H M Customs and Excise and
paid all amounts due to the proper person.
6.12.2. The Company has at all times kept complete correct and
up to date records, invoices and other documents
required for the purposes of VAT.
6.12.3. The Company has not been required by H M Customs and
Excise to give security under paragraph 4 of Schedule
11 to the VATA.
6.12.4 All VAT payable upon the importation of goods and all
duties of Customs and Excise payable in respect of any
assets (including trading stock) imported or owned by
the Company have been paid in full.
6.12.5. No act or transaction has been effected in consequence
whereof the Company is or may be held liable for any
VAT calculated by reference to the supply of goods and
services by any other company.
6.12.6. The Company is not liable and will not (in respect of
anything done before Closing) be liable to any
interest, penalty or surcharge in respect of VAT.
6.12.7. Neither the Company nor any of its officers or
directors is or will (in respect of anything done
before Closing) be liable to a penalty under Section 60
or 61 VATA.
6.12.8. The Company is not and has not at any time been a
member of a group of companies for VAT purposes.
6.12.9. The Company is not and has not agreed to become an
agent, manager or factor for the purposes of Section 47
VATA of any person who is not resident in the United
Kingdom.
6.12.10. No act or transaction has been effected in consequence
of which the Company is or may be held liable by the
Commissioners of Customs and Excise for any VAT
calculated by reference to the supply of goods or
services by any other company.
6.13. Customs duties
The Company has complied with all statutory provisions, rules,
regulations, orders and directions and made all necessary returns
in relation to the collection and payment of Customs duties,
Excise duties and other charges having an
<PAGE>
equivalent effect and the Company has provided all necessary
information and documents and paid all amount due to H M Customs and
Excise in relation to such charges within the prescribed time
limits.
7. CONTRACTS AND COMMITMENTS
7.1. The Disclosure Letter contains copies or particulars of every
written contract to which the Company was as at 20 January 1999 a
party and which:
7.1.1. is for a fixed term of more than twelve months;
7.1.2. is incapable of termination in accordance with its terms
without penalty, by the Company, on ninety days' notice or
less;
7.1.3. involves an aggregate outstanding expenditure by or an
aggregate outstanding payment to the Company of more than
(Pounds)100,000; or
7.1.4. under which the obligations of the Company may become
accelerated or more onerous or which may become terminable
as a consequence of Closing.
7.2. The Company has not created nor has it agreed to create any
mortgage, debenture, lien, charge or other similar encumbrance or
security interest over all or any of its property, assets,
undertaking, goodwill, reserves or share capital nor so far as
Seller is aware has any other person done so for the benefit of the
Company.
7.3. There are no guarantees, suretyships, indemnities or similar
commitments (whether secured or unsecured) given by or for the
Company in respect of which obligations or liabilities (whether
actual or contingent) are still outstanding.
7.4. The Company has not made any loans or advanced any moneys or credit
to any person, firm or company (other than credit given on normal
commercial terms in the ordinary and normal course of business).
7.5. The Company is not a member of any partnership, joint venture, trade
association or society, which has material influence over the
business of the Company as now carried on.
7.6. There is no offer given or made by the Company which is still
outstanding and capable of giving rise to a contract merely by the
unilateral act of any third party.
7.7. The Company is not a party to, nor have its profits or financial
position during the three years prior to the date hereof been
affected by any contract or arrangement which is not made on open
market terms.
7.8. So far as Seller is aware neither the Company nor any other party to
any material contract is in material default under the terms of any
such contract and the Company has not given or received notice to
terminate any such contract.
7.9. There is no outstanding power of attorney of the Company.
<PAGE>
7.10. The Company has no outstanding capital commitments involving the
expenditure of more than (Pounds)10, 000.
8. PENSIONS
8.1. Apart from the Pension Scheme, there are no agreements,
arrangements, customs or practices (whether legally enforceable or
not) in operation for the provision of or payment of contributions
towards, any pension, lump sums or other relevant benefits on, or
after, retirement or death or during periods of sickness or
disablement for the benefit of any of the past or present employees
of the Company or their dependants, nor has any proposal been
announced or promise made by the Company to establish any such
agreement, arrangement or practice.
8.2. The Pension Scheme is an exempt approved scheme within the meaning
of Section 592 of the Taxes Act and so far as Seller is aware there
are no facts or circumstances which may cause the withdrawal of any
such approval by the Inland Revenue.
8.3. The Pension Scheme has at all times been administered in accordance
with the provisions of that Act and in accordance with any other
applicable legislation and regulations and the provisions governing
the trusts of the Pension Scheme.
8.4. The Company has not given any undertakings or assurances to its
employees regarding the continuance, introduction or improvement of
any retirement benefits (whether or not there is any obligation to
do so).
8.5. The Company has not granted any ex gratia pension or other like
payment to any of its past or present employees or their dependants.
8.6. All taxes and expenses relating to the Pension Scheme have been paid
if due and no services have been rendered which have not been paid
for if due.
8.7. So far as Seller is aware there are no actions, suits, claims (other
than normal claims for benefits) regulatory enquiries or reports or
legal proceedings pending or threatened in relation to the Pension
Scheme.
8.8. Copies of all trust deed and rules of the Pension Scheme and any
explanatory booklets and announcements relating to the Pension
Scheme and the latest actuarial valuation (and any written advice or
reports by the actuaries on their latest actuarial investigation
into the Pension Scheme) and latest accounts and all insurance
contracts relating to the Pension Scheme are attached to the
Disclosure Letter.
8.9. The Pension Scheme is contracted out of the State Earnings Related
Pension Scheme and so far as Seller is aware there are no facts or
circumstances which may cause the cancellation of the contracted out
status of the Pension Scheme.
8.10. Since November 1998 all employer and member contributions to the
Pension Scheme have been paid at the rate advised by the actuary
following his review of the funding position of the Pension Scheme
as at April 1998.
<PAGE>
8.11. Seller knows of no facts (other than matters of general application,
such as movements in financial markets) which were not available to
the actuaries of the Pension Scheme for the compilation of their
report disclosed as Disclosure Document 8.4, and which cause such
report to materially understate the degree to which the value of the
assets of the Pension Scheme covers the value of benefits accrued as
at the date to which such valuations were made for the purposes of
that report.
8.12. The allocation of benefits under the Pension Scheme to part time
employees or former employees of the Company and the basis on which
such persons are permitted to participate in or are excluded from
the Pension Scheme complies with Article 119 of the Treaty of Rome,
the Equal Pay Directive 1975 and the Equal Treatment Directive 1976.
9. EMPLOYEES
9.1. All material terms and conditions of employment of all employees of
the Company are disclosed, including those regarding remuneration or
other benefits payable to such employees or their dependants to
which any of them are legally entitled (whether now or in the
future) including profit sharing, incentive, bonus, or commission
arrangements and their periods of continuous employment.
9.2. There are no outstanding legally binding commitments to increase the
remuneration payable or other benefits provided to any such
employee.
9.3. The employment or engagement of each such employee may be terminated
by not more than three months notice given at any time without
liability for payment of compensation or damages (other than
compensation payable by law (including without limitation statute,
statutory instrument and regulation)), and no such employee has
given or received written notice terminating his or her employment.
9.4. No trade unions are recognised by the Company for collective
bargaining purposes.
9.5. So far as Seller is aware no material dispute is subsisting between
the Company and any of its employees or former employees. There have
been no strikes, work-to-rules, go-slows or other collective
industrial action taken against the Company as employer during the
period of two years immediately preceding the date of this
Agreement.
10. INSURANCE
10.1. Copies of the insurances or accurate summary of the same, maintained
by the Company immediately prior to Closing including policies in
relation to which the insurance period has expired but under which
claims may still be made are disclosed in the Disclosure Documents.
All premiums due in respect of such insurances have been paid.
<PAGE>
10.2. Summary particulars of all claims made by or on behalf of the
Company in the two years prior to Closing are attached as Disclosure
Documents 10.2, 10.3, 10.4, 10.6, 10.7 and 10.8.
11. LITIGATION
11.1. The Company is not (and so far as the Company is aware no person for
whom the Company would be liable is) engaged in any litigation or
arbitration proceedings in relation to a sum in excess of
(Pounds)15,000, as plaintiff or defendant and, so far as Seller is
aware, there are no such proceedings threatened, either by or
against the Company.
11.2. So far as Seller is aware, the Company is not in material dispute
with any Revenue, or other government department official in the
United Kingdom or elsewhere.
11.3. So far as Seller is aware, there has occurred no violation of any
law, order, ruling or regulation of the United Kingdom, the European
Union or any local laws by the Company in consequence of which an
unfavourable judgement, decision, ruling or finding is reasonably
likely to materially and adversely affect the Company.
12. FOREIGN EXCHANGE
The Company has no commitments to purchase foreign currency.
<PAGE>
SCHEDULE 4
DISCLOSURE LETTER
From: Seller
To: Buyer
Date: Date of this Agreement
Dear Sirs
Save as expressly provided in this letter, the information disclosed in this
letter and in the bundle of documents initialled on behalf of Seller and Buyer
for the purposes of identification and delivered with this letter (the
"Disclosure Documents"), applies to each and every Warranty, given by Seller in
Schedule 3 of the Agreement whether express or implied and Buyer shall not be
entitled to claim that any fact or matter has not been disclosed to it by reason
only of the fact or matter disclosed herein not being specifically related to
any particular Warranty.
In this letter words defined in the share sale agreement dated the date of this
letter and made between InterTAN, Inc. and Beheer-En Beleggingsmaatschappij
Antika B.V shall unless the context requires otherwise have the same meaning in
this letter
No admission is made that any matters hereby disclosed to Buyer are required to
be disclosed.
A. GENERAL DISCLOSURES
Subject to paragraph B.3 below, the following matters are deemed to be disclosed
and incorporated by reference into this Disclosure Letter:
(1) all facts, matters and information contained in the Agreement and the
Schedules thereto, and all documents, acts and transactions entered into
pursuant to the terms of the same, and the provisions of, and all
information contained in, such Agreement or in any such documents;
(2) all facts, matters and information contained in the Disclosure Documents;
(3) all matters revealed or which should be revealed by carrying out or
raising:-
(a) searches of the Land Register;
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(b) searches at HM Land Charges Registry;
(c) local land charges searches and enquiries of the relevant local
authority in Form Con 29 (Parts I and II);
(d) coal mining searches;
(e) searches of the registers of commons and village greens;
(f) physical survey and inspection of the Properties;
(g) a microfiche search obtained from the Companies Registry by Buyer in
respect of the Company as at 21 January 1999 ;
(h) a search of the winding up register kept in the Companies Court of the
Royal Courts of Justice in respect of the Company;
(4) in respect of the Certified Properties only, any matter which is
capable of being revealed or which should be recorded in the registers and
records of the relevant planning authorities;
(5) any matters apparent from the deeds in respect of the Properties;
B. SPECIFIC DISCLOSURES
1. For convenience only, the Disclosure Documents are listed in the
index ("Index") attached to this Letter. References in this letter to
Paragraphs are to paragraphs of Schedule 4
2 The numbers of the specific disclosures set out below refer to the numbered
paragraphs in Schedule 3, but, except to the extent provided in Paragraphs
3 and 4 below:
2.1 such numbering is for convenience only and shall not alter the
construction of this Letter nor in any way limit the effect of any of
the disclosures, all of which are made against the Warranties as a
whole; and
2.2 a disclosure or qualification made by reference to any particular
paragraph shall be deemed to be made also in respect of any other
paragraph to which the disclosure or qualification may be applicable.
3 No disclosure other than under paragraphs (1), (3) and (4) of
Section A above:
3.1 shall limit the liability of Seller under the Warranties set out
at paragraphs 4.13 to 4.21 inclusive of Schedule 3 except to the
extent that such disclosure has been specifically identified by
reference to those Warranties, provided that Seller shall have
specifically identified such disclosure if Seller has identified a
section of the Disclosure Documents in the Index containing
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such disclosure only, and such disclosure is contained in that
section;
3.2 shall limit the liability of Seller under the Warranties set out
at paragraphs 4.28 and 4.29 inclusive of Schedule 3 except to the
extent that such disclosure has been specifically identified by
reference to those Warranties, provided that Seller shall have
specifically identified such disclosure if Seller has identified a
section of the Disclosure Documents in the Index containing such
disclosure only, and such disclosure is contained in that section; and
3.3 of notices served by any landlord or written communications
regarding disputes shall limit the liability of Seller under the
Warranties set out at Paragraph 4 of Schedule 3 except to the extent
that such disclosure has been specifically identified, provided that
Seller shall have specifically identified such disclosure if Seller
has identified a section of the Disclosure Documents in the Index
containing such disclosure only, and such disclosure is contained in
that section
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
1.5 - Radio Shack Limited is a dormant wholly owned
subsidiary of the Company which has never traded and
has two shares of (pound)1 each issued at par. The
shares in this company will be transferred out of
ownership of the Company at Closing.
1.9 - The books and records of the Company relating to the
share capital (both authorised and issued) of the
Company and the filings to the Registrar of Companies
have not always been accurate and complete. In
particular, the 36,513,709 ordinary shares issued on
various dates since 1994 were issued without prior
authority of the shareholders pursuant to section 80 of
the Companies Act 1985. Several shareholders'
resolutions relating to increases in the authorised
share capital of the Company and the authority to issue
shares and the related forms 123 and 88(2) were not
filed on time with the Registrar of Companies. In
addition, shares were issued in 1994 beyond the
authorised share capital. The preference share rights
should have been, but were not incorporated into the
Articles of Association at the time they were issued.
The Company has since procured the passing of the
relevant resolutions and made the necessary filings to
remedy these omissions in the way shown by the
statutory books of the Company and the records held by
the Registrar of Companies, copies of which have been
disclosed to the Purchaser. For the avoidance of doubt,
nothing in this Disclosure Letter is or is intended to
constitute a disclosure against paragraphs 1.3, 1.4 or
3.1 of Schedule 3
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PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
1.10 - As at Closing, the Company received financial support
from Seller and other members of Seller's Group.
Without this financial support, which will cease at
Closing, and in the absence of other support, the
Company may be insolvent, unable to pay all of its
debts and may not be capable of meeting its liabilities
in the future. For the avoidance of doubt, nothing in
this paragraph is or is intended to constitute a
disclosure against paragraph 3 of Schedule 3.
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PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
3.2 - The Management Reports are prepared in accordance
with US GAAP (but see following Disclosure against this
paragraph 3.2).
- It is the policy of the Company to account for
advertising expenditure as an annualised percentage of
sales. The Management Reports have, however, been
adjusted to show actual advertising expenditure for the
period to the Balance Sheet Date.
3.5 - During 1998 a policy was adopted with a view to
refocusing the product mix of the stores onto smaller
products.
- Two stores have been opened by the Company at
Tamworth and Trowell service stations (Disclosure
Document 7.5). The Company has orally indicated an
interest in the Company opening a further 12 locations
and has sent Granada a schedule of which stores these
may be (Disclosure Document 7.88). Discussions between
the Company and Granada are continuing and it is the
Company management's view that there may be a capital
requirement soon.
- Approximately 188 temporary store workers and 57
temporary warehouse workers were hired for the
Christmas period.
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PARAGRAPH OF SCHEDULE 3 DISCLOSURE
Paragraph 4.1 All matters contained or referred to in Schedule 2
of the Agreement are disclosed
The Company occupies temporary storage
accommodation at Merry Hill on the basis of terms
which to the best of the Company's knowledge are
oral. The annual rent or licence fee is
(pound)3,000 per annum.
A Schedule of current transactions under
negotiation or in the hands of solicitors
affecting the Properties as at Closing is
reproduced as Disclosure Document 4.1 (and is
referred to in this Disclosure Letter as "the
Schedule of Matters in Hand")
Paragraph 4.2 All matters contained or referred to in the
Schedule of Matters in Hand are disclosed
There is no existing lease for Store Number 1182 -
Unit 7 Granada Services M1 southbound Trowell
Nottinghamshire nor for Store Number 1381 - Unit 3
Granada Services M42 motorway Tamworth. A copy of
the Letter of Intent in respect of these
Properties is reproduced as Disclosure Document
4.2
There is no concluded lease in respect of Store
Number 1221 - 16 Charles Street Hanley Stoke on
Trent. A copy of the current draft of the lease is
with the landlord's solicitors but it may not be
possible to produce it prior to Closing
There is an Agreement for Lease reproduced as
Disclosure Document 4.3 for the surrender of the
existing lease for Store Number 1312 - 5-7
Queensway, Halesowen and relocation to 23 Hagley
Mall, Halesowen
All matters contained or referred to in the
Certificates of Title are disclosed
In respect of Store Number 1578 - 48 London Road
Norwich the term of the lease expired on 14
January 1999 upon service of notice of
discontinuance of the court application. There are
outstanding obligations in respect of
dilapidations in respect of this Property
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Paragraph 4.3 Disclosure Documents 4.4 give details of all
replies to enquiries raised by Buyer's solicitors
and by Lambert Smith Hampton on behalf of Buyer up
to Closing which are given subject to the
qualifications expressed in those replies
Letter from Butler & Co to Warner Cranston dated
21.1.1999 and copies of the documents mentioned in
that Letter are disclosed as Disclosure Document
4.5
All matters contained or referred to in the
Information Sheet reproduced as Disclosure
Document 4.6 (referred to in this Disclosure
Letter as the "Information Sheet") are disclosed
Paragraph 4.4 Copies of the title deeds to the Properties being
Disclosure Documents 4.7 (referred to in this
Disclosure Letter as the "Documents of Title")
have been produced to Buyer's solicitors for
inspection before Closing and all covenants
licences rights easements quasi easements
obligations and other matters of title contained
or referred to in them are disclosed
The legal title to those Properties described in
the Schedules to the Deed of Indemnity reproduced
as Disclosure Document 4.8 are vested in Tandy
Corporation or InterTAN Canada Limited and not the
Company
All matters contained or referred to in the
Certificates of Title are disclosed
The roots of title to those Properties which are
leasehold and unregistered commence with the
relevant lease or underlease. The Documents of
Title may contain qualifications on implied
covenants for title
Paragraph 4.5 The disclosures in relation to paragraph 4.4 are
repeated
Paragraph 4.6 All matters contained or referred to in the
Documents of Title which might require
registration of unregistered titles are disclosed
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<PAGE>
Paragraph 4.7 A list of the Properties which are not occupied by
the Company and which are sub-let by, held on
licence from or occupied with the authority of the
Company forms part of Schedule 2 to the Agreement
and is reproduced as Disclosure Document 4.9
A list of Properties which are occupied in part by
the Company but in respect of which part is sub-
let, held on licence or occupied with the
authority of the Company is reproduced as
Disclosure Document 4.10
Paragraph 4.8 All matters contained or referred to in the
Certificates of Title are disclosed
Notices received by the Company relating to
dilapidations, alleged breaches of repairing
obligations and other breaches of covenants
contained in the leases of the Properties are
reproduced as Disclosure Document 4.11
(hereinafter referred to in this Disclosure Letter
as "the Bundle of Notices")
In relation to Store Number 1336 - Unit 39 The
Mander Centre Wolverhampton, which is vested in
Tandy Corporation, notice under section 17 of the
Landlord and Tenant (Covenants) Act 1995 has been
served by Prudential Portfolio Managers Limited as
agents for the Prudential Assurance Company
Limited claiming arrears at the date of the notice
of (Pounds)43,818.79 in respect of rent and
service charge. Further interest and arrears may
accrue. Copies of the notice and relevant
correspondence are reproduced as Disclosure
Document 4.14
In relation to Store Number 1262 - Unit 36
Marketgate Shopping Centre, Wigan a letter before
action was received by the Company on 21 January
1999 from Dibb Lupton Alsop on behalf of the
landlords Sun Life Assurance Society Plc claiming
(Pounds)36005.25 arrears of rent and service
charge. Copies of the letter before action and
statement of arrears prepared by St Quintin are
reproduced as Disclosure Document 4.15
All matters contained or referred to in the
Documents of Title and the Bundle of Notices are
disclosed
The Company has permitted parties to occupy the
whole or parts of the following Properties without
the consent of the respective reversioners:
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Store Number 4589 - Barnet
Store Number 1665 - Gravesend
Store Number 4692 - Regent Street London
Store Number 4587 - West Ealing
Store Number 4321 - Market Street
Wolverhampton
Matters contained or referred to in the Schedule
of Matters in Hand are disclosed
Information in relation to all breaches of
obligations in relation to dilapidations or
otherwise connected with the state and condition
of the Properties revealed by the reports of
Lambert Smith Hampton to Buyer are disclosed
Store Number 4347 - 12 Park Walk Kingfisher Centre
Redditch Hereford & Worcester has been sub-divided
without the necessary consent of the reversioner
Whilst the Company has not received formal
complaint in respect of such matters other than as
disclosed in the Bundle of Notices there will be
instances where the state and condition of the
Properties do not accord with the strict
requirements of the relevant leases and instances
of non-compliance with statutory requirements
particularly as regards any consents required for
roller shutters, the installation of air
conditioning plant and equipment and signage
Correspondence as to alleged breach of a keep open
covenant in respect of Store Number 4583 - 11
Chapel High Shopping, Brentwood, Essex is
reproduced as Disclosure Document 4.16
Letter from Butler & Co to InterTAN UK Limited
dated 20.1.1999 and copies of the documents
mentioned in that letter are disclosed as
Disclosure Document 4.17
Paragraph 4.9 The disclosures in relation to paragraph 4.8 are
repeated
Paragraph 4.10 The disclosures in relation to paragraph 4.4 are
repeated
All matters contained or referred to in the
Certificates of Title are disclosed
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All matters contained or referred to in the
Documents of Title are disclosed
Rear access to some of the Properties may not be
enjoyed as of right or over publicly maintained
roads
Paragraph 4.11 All matters contained or referred to in the
Information Sheet are disclosed
All matters contained or referred to in the
Schedule of Matters in Hand and in the Bundle of
Notices are disclosed
The disclosure in relation to paragraph 4.2 in
respect of dilapidations at the Norwich property
is repeated
The disclosures in relation to paragraph 4.8 in
relation to the Mander Centre, Wolverhampton
property and the Wigan property and the
disclosures in relation to paragraph 4.2 in
respect of the properties at Granada Tamworth,
Granada Trowell, Halesowen and Hanley are repeated
In respect of Store Number 1614 - 254 Streatham
High Street, London SW16 there are arrears of rent
due from the party in occupation and copies of
correspondence in relation to these arrears are
reproduced as Disclosure Document 4.20
Details of leases previously held by the Company
which have expired form part of Schedule 2 to the
Agreement and that list is reproduced as
Disclosure Document 4.18.
A list of the leases previously vested in the
Company but now assigned forms part of Schedule 2
to the Agreement and is reproduced as Disclosure
Document 4.19.
Paragraph 4.12 The disclosures in relation to paragraph 4.8 are
repeated
In the absence of written evidence of the terms in
relation to the temporary storage at Merry Hill,
no assurance can be given as to the circumstances
in which the owner of the property might be able
to retake possession or terminate the current
arrangement
Any notices to quit, break notices or other
notices relating to termination of possession or
occupation revealed in the Bundle of Notices are
disclosed
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<PAGE>
Any matters contained or referred to in the
Schedule of Matters in Hand are disclosed
Paragraph 4.14 The Seller is not aware of any notice alleging
breach of planning obligations in relation to user
save any which may be included in the Bundle of
Notices. The lawful use of some of the Properties
arises from long user rather than specific
planning permission
Matters relating to planning contained or referred
to in the Certificates of Title are disclosed
Paragraph 4.15 In relation to Store Number 1402 - 5 Badmington
Road, Downend, Bristol the roller shutter has not
been removed despite the failure of the appeal
against the refusal for planning permission.
Further details are disclosed in the Certificate
of Title in relation to this Property
Paragraph 4.16 All matters relating to planning contained or
referred to in the Certificates of Title are
disclosed
The disclosure in relation to paragraph 4.15 is
repeated
All notices or other documents relating to
planning matters contained in the Bundle of
Notices are disclosed
There will be in relation to certain Properties
breaches of planning obligations particularly in
relation to matters such as the installation of
air conditioning plant and equipment, roller
shutters and signage
Matters disclosed in relation to paragraphs 4.8
and 4.9 (in so far as they could relate to
planning matters) are repeated
Paragraph 4.19 All notices contained in the Bundle of Notices are
disclosed
Paragraph 4.20 The disclosure in relation to paragraph 4.15
regarding the roller shutter at Downend, Bristol
is repeated
The disclosure in relation to paragraph 4.8 in
respect of the sub-division of the store at
Redditch is repeated
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Whilst the Seller is not aware of any formal
notice of complaint which is not included in the
Bundle of Notices at certain Properties there will
be works such as the installation of air
conditioning plant and equipment, roller shutters
and signage in respect of which all requisite
consents under the Planning Acts may not have been
obtained
Paragraph 4.22 All matters contained or referred to in the Bundle
of Notices, the Information Sheet and the
Certificates of Title are disclosed
Paragraph 4.23 Whilst this warranty is intended to relate to
licensing matters affected by the Licensing Acts
1964-1988 in case it is construed as applying to
licences relating to property matters in general
then licences granted to or by the Company or
otherwise affecting the Properties under the terms
of the Company's leasehold interests or sub-
leases, licences to occupy or other forms of
authorisation granted by the Company which are
disclosed in the Documents of Title are disclosed
Paragraph 4.24 All matters contained or referred to in the Bundle
of Notices are disclosed
Matters disclosed in relation to paragraph 4.20
are repeated
All matters relating to the state and condition of
the Properties which might be affected by any
statutory provision or give rise to any statutory
obligation are deemed disclosed
Paragraph 4.25 Not all of the Properties are served by gas
References in this warranty to "a building" shall
be construed as including any parts of an estate
or complex of which the Property forms part
All matters contained or referred to in the
Documents of Title and the Certificates of Title
are disclosed
Any limitation on the warranty as to the
availability of services which is apparent from
inspection and survey is disclosed
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Paragraph 4.26 Where under the terms of the leases under which
the Company holds the Properties insurance is an
obligation of the landlord, the Company does not
have copies of the relevant insurance policies or
certificates and relies upon the covenants on the
part of the landlord in relation to insurance
contained in the leases. A schedule of premium
payments and details of insurance periods are
reproduced as Disclosure Document 4.21 (and are
referred to in this Disclosure Letter as "the
Insurance Schedule")
Paragraph 4.27 This warranty should be construed in the light of
leases, tenancies, licences and agreements
relating to the Properties having been disclosed
in the Documents of Title rather than by virtue of
details being contained in this Disclosure Letter
Paragraph 4.28 All matters contained or referred to in the
Information Sheet are disclosed together with all
matters in the schedule of service charges which
are reproduced as Disclosure Document 4.22. Sums
referred to in the schedule of accruals reproduced
as Disclosure Document 4.23 are estimates prepared
by the Company for its own purposes of possible
liabilities in relation to rents to be paid in
future pending conclusion of negotiations for
lease renewal or pending settlement of pending
rent reviews. No warranty is given as to the
accuracy of this information.
Correspondence in relation to outstanding rent at
Store Number 4262 -31b Marketgate Shopping Centre,
Wigan is reproduced as Disclosure Document 4.24
Please see the disclosure as against paragraph 4.8
in relation to arrears of rent at Mander Centre,
Wolverhampton
Paragraph 4.29.3 Matters disclosed in relation to paragraphs 4.8,
4.9, 4.11 and 4.12 and otherwise in relation to
matters of breach of any of the terms of the
leases are repeated
Paragraph 4.29.4 The disclosure in relation to the Insurance
Schedule is repeated
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Paragraph 4.30 The disclosures in relation to paragraph 4.8 are
repeated
Paragraph 4.32 Copies of arrears due to the Company in respect of
Store Number 4502 - 157 Dunstable Road, Luton are
reproduced as Disclosure Document 4.25 and details
of arrears due to the Company at Store Number
1614 - 254 Streatham High Street, London SW16 as
contained in copies of correspondence (including
details of the circumstances in which the Company
has refused to accept rent) are reproduced as
Disclosure Document 4.26
Arrears of rent in respect of Store Number 1336 -
Unit 39 The Mander Centre, Wolverhampton disclosed
in relation to paragraph 4.11 could constitute
arrears due to the Company should the Company
elect to take an overriding lease under the terms
of the Landlord and Tenant (Covenants) Act 1995
Paragraph 4.33 Correspondence in relation to the rent review at
Store Number 1565 - 197 Kensington High Street,
Kensington, London W8 is reproduced as Disclosure
Document 4.27 and correspondence in respect of
Store Number 1586 - 295 High Street, Hounslow
Central, Hounslow is reproduced as Disclosure
Document 4.28
All matters relating to rent review notices
contained in the Bundle of Notices are disclosed
Paragraph 4.34.3 Disclosures relating to subsisting breaches of the
payment of rents or other sums due to the Company
are repeated. The state or condition of the
Properties may not constitute full compliance with
the Company of any covenants by it as landlord as
to repair, compliance with statutory obligations
or compliance with headlease provisions
Paragraph 4.34.4 Previous disclosures as to arrears of sums due the
Company are repeated
Paragraph 4.34.5 Previous disclosures as to arrears of sums due the
Company are repeated
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Paragraph 4.35 The list of leases formerly vested in the Company
but which have been assigned form part of Schedule
2 to the Agreement and are reproduced as
Disclosure Document 4.19
Paragraph 4.36 Any notices contained in the Bundle of Notices
relating to compliance with Environmental Laws are
disclosed
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PARAGRAPH OF SCHEDULE 3 Disclosure
- ----------------------- ----------
5.1 - Charges or other encumbrances relating to a loan
facility granted to members of Seller's Group by
Bank of America and other lenders have been
granted as contained in Disclosure Documents 7.16-
7.19 and 7.96.
- Certain equipment used by the Company is leased
and not owned by the Company. Disclosure Document
5.14 contains details of payments and contract
expiry dates for all equipment leases relating to
such equipment.
A schedule of leased vehicles as at 20 January
1999 is reproduced as Disclosure Document 5.1. The
terms of vehicle and other equipment leases are
reproduced as Disclosure Documents 5.2-5.9, 5.11,
5.12, 5.13, 5.15 and 5.16. Disclosure Document
5.10 is a Lease Purchase Agreement for 2 fork-lift
trucks.
- The Company leases two water coolers from Blue
Mountain Water.
- Vehicles used by Tibbett and Britten are not
owned by the Company.
- Certain hardware items used by the Company are
not owned by the Company but are leased from IBM
UK Financial Services Limited. The Master Lease
Agreement is reproduced as Disclosure Document
7.33. A Total System Lease Supplement is
reproduced as Disclosure Document 7.94. An
addendum to Section B of Disclosure Document 7.94,
described as a Revised Asset Listing, is
reproduced as Disclosure Document 7.80. IBM
Standard Terms and Conditions (references to which
can be found in Disclosure Documents 7.33 and
7.93) are reproduced as Disclosure Document 7.67.
Modifications to those IBM Standard Terms and
Conditions are disclosed at Disclosure Document
7.35.
Purchases of computer hardware have been made and
that hardware has been transferred pursuant to the
IBM Master Lease and leased back to the Company.
These are purchases from Rank Xerox Limited
(Disclosure Documents 7.70, 7.71 and 7.72).
Disclosure Document 7.80 shows all assets assigned
pursuant to the IBM Master Lease as at 3 November
1998.
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PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
5.1 - The Company has a Hardware Supply and Software
Supply Agreement with CS Retail for the Point of
Sale Software (Disclosure Document 7.40) financed
under a Lease Agreement with Lombard Business
Equipment Leasing. Terms of this are disclosed at
Disclosure Documents 7.41 and 7.42.
- Orange Airtime Vouchers, are paid for on
consignment.
- The Company is paying for the hire charges for
Neil Morris' (Tibbett and Britten's site manager)
lease car. A copy of a letter from Tibbett and
Britten explaining the Company's liability is
reproduced as Disclosure Document 7.6.
- A number of equipment leases contain clauses
which state that the location of the goods cannot
be changed or that the consent of the lessor is
required to change the location including those
set out in Disclosure Documents: 5.10, 7.33, 7.34,
7.41, 7.44 and 7.46.
5.2 - In the normal course of trading, the Company
permits certain suppliers and dealers to set-off
against amounts owing by them to the Company
amounts which the Company owes to them in
accordance with contractual arrangements between
those respective parties. For example, in the sale
of mobile phones, advertising costs, sales
incentives and activation rebates are sometimes
set-off.
5.3 - Notices of trade mark infringement have been
received by the Company but these have all been
resolved and so far as Seller is aware the Company
has no outstanding liability in connection with
such notices.
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<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
6.2.1 - The corporation tax computations up to 30 June
1995 have been agreed with the Inspector of Taxes.
The tax computations for the periods to June 30
1996 and 1997 are both subject to negotiation with
the inspector.
6.2.3 - There was a Customs review involving the
potential payment of Customs back duty, with an
estimated maximum value of (Pounds)150,000. A
letter has been received from HM Customs and
Excise stating that no legal proceedings will be
taken (Disclosure Document 11.3).
6.3.2 - This Warranty is subject to Clause 6.10.9 of the
Agreement.
6.4.1 - Most of the properties of InterTAN UK are short
lease properties. As such they "tax depreciate" in
accordance with tax legislation.
- There are gains rolled over into property at
Leamore Lane, Walsall of (Pounds)186,447.
- There are gains held over of (Pounds)101,124. It
is intended to roll these over.
6.5.1 - The Company has disclaimed or not claimed
capital allowances in the previous periods due to
its loss-making position. This has resulted in
decelerated capital allowances i.e. a deferred tax
asset. The amounts involved are:-
Corporation Tax Computation (Pounds)
--------------------------- --------
31 May 1994 1,001,219
30 June 1995 (13 months) 1,188,916
30 June 1996 1,498,966
30 June 1997 1,667,434
Capital allowances were last claimed in the
computation for the 12 months ended 31 May 1993;
however, capital allowances could still be claimed
for the years ended 30 June 1996 and 30 June 1997
and the amounts shown are therefore only
provisional.
6.7.2 - This Warranty is subject to Clause 6.10.9 of the
Agreement.
101
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PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
6.7.4 - Due to the Company's present loss making
position, whilst ACT will be available for offset,
it is not foreseen that this ACT will be
recoverable in the near future due to the loss
making position of the Company.
6.11.2 - The Isle of Man branch has had an estimated tax
assessment raised on estimated profits. This is
currently being appealed by PricewaterhouseCoopers
Isle of Man office. A copy of the assessment is
attached as Disclosure Document 6.24
6.13 - The Buyer is referred to the disclosure set out
against 6.2.3.
102
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
7.1 - Disclosure Document 7.101 lists written
contracts to which the Company is a party and
which are of the kind described in Warranty 7.1.
Copies of each of these contracts are contained in
the Disclosure Documents. Further information
regarding some of those contracts is set out in
the remainder of this paragraph 7.1.
- The Company has an Authorised Dealer Agreement
with Sony (Disclosure Document 7.90) pursuant to
which, the Company is permitted, subject to the
restrictions in the agreement, to advertise and
provide sales and after-sales service as an
authorised dealer of Sony in authorised outlets,
as listed in a Schedule 1. Whilst a schedule of
authorised outlets is not annexed to the
agreement, all Tandy shops in the UK operate in
practice as authorised outlets.
- In certain cases, goods or services are being
supplied to or by the Company even though no
written agreement has been signed by the Company
in relation to such supplies. Whilst written
contracts, as listed below, have been sent to the
Company by the relevant suppliers, these contracts
have not been executed by or on behalf of the
Company. So far as Seller is aware the terms on
which the Company transacts business with those
suppliers is not materially and adversely (for the
Company) different from the terms contained in the
documents listed below;
a) 2 contracts with British Sky Broadcasting
(Disclosure Documents 7.83 and 7.84)
b) ONdigital (Disclosure Document 7.85)
c) Young and Rubicam Limited (Disclosure
Documents 7.86)
d) McCanns-Weber PR Services (Disclosure Document
7.81)
e) Yorkshire Electricity PLC (Disclosure Document
7.82). Whilst this contract has not been
signed, a Letter of Intent covering the
subject matter was signed by the Company and
is reproduced as Disclosure Document 7.4
f) The Company has not signed Schedule 4
(Prestige Product Addendum) of the Authorised
Dealer Agreement with Sony (Disclosure
Document 7.90) but has signed the agreement in
all other places
g) Supply Contract between Checkpoint Systems UK
Limited and the Company (Disclosure Document
7.91)
103
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
7.1 - A letter of intent (signed by both parties, but
expressed as being subject to contract by Granada)
and associated correspondence between the Company
and Granada for the location of Tandy stores at
Tamworth and Trowell service stations is
reproduced as Disclosure Document 7.5. These
stores have subsequently been opened even though
no additional written contract has been signed by
the parties in relation to this. The Company has
indicated interest in a further 12 further
locations for Tandy stores. Again, no written
agreement has been concluded between the parties
in relation to this. Disclosure Document 7.88 is a
copy of a schedule of the 12 proposed stores given
to Granada by the Company.
- The Company is distributing Internet CD Rom
discs on behalf of Cable and Wireless. Cable and
Wireless agree to pay the Company (Pounds)7 for
each Internet Lite Customer that registers using a
disc distributed by the Company. There is no
written contract in relation to this, but a letter
sent to the Company on 14 December 1998 outlining
the terms is reproduced as Disclosure Document
7.92. So far as Seller is aware the terms on which
the Company distributes such discs are not
materially and adversely (for the Company)
different from the terms in such letter.
- Disclosure Documents 7.99 and 7.100 a list of
all open purchase orders at 20 January 1999.
Purchase orders are not terminable without the
consent of the supplier.
7.2 - A loan facility exists between the Company,
Seller, InterTAN Canada Ltd, Bank of America
Canada, Bank of America N.T. and S.A. (London
England Branch Office) and the Lenders (as defined
in that agreement), containing various guarantees
and debentures. Documentation relating to the loan
facility is contained in Disclosure Documents
7.16-7.19, 7.26, 7.27 and 7.96.
- The Company, as a member of Sellers' Group, has
benefited from letters of credit in favour of
suppliers and HM Customs and Excise and a bond in
favour of suppliers. These will cease to be
available to the Company on Closing.
- Liens may arise in the ordinary course of
business in favour of the Company's repair shop
over customers goods left at that shop for repair.
104
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PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
7.3 - Joint and several guarantees, indemnities and
other obligations are contained in the following
Agreements:
Merchandise Agreement (Disclosure Document 7.14)
Bank of America Loan Agreement (Disclosure
Documents 7.16-7.19, 7.26, 7.27 and 7.96)
- All the vehicle leases contain indemnities
against loss or damage caused by use of the
vehicle.
- Contractual indemnities are also provided in
software licences and other contracts disclosed to
Buyer including the Program License Agreements
with KV Computer Services (Disclosure Documents
7.43-7.46). The Buyer is also referred to the
disclosures set out against 9.1 and 9.2 in respect
of the agreement between Tibbett and Britten and
the Company.
- Terms may be implied into contracts made by the
Company pursuant to the Sale of Goods Act 1979,
the Supply of Goods and Services Act 1982, the
Consumer Credit Act 1974 and other consumer
protection legislation.
- The Company operates extended warranty packages
for electronic equipment sold by the Company as
agent for several insurers. See Disclosure
Documents 7.50, 7.51 and 7.52.
7.4 - During September 1998 and November 1998, the
Company operated a scheme whereby staff are able
to buy PC's at cost price and pay 12 interest free
monthly deductions from salary. A pro-forma of the
agreement signed by staff is reproduced as
Disclosure Document 7.54. A list of all staff who
have accepted this offer is reproduced as
Disclosure Document 9.26. A schedule showing the
balance outstanding from each employee is
reproduced at Disclosure Document 9.39
- The Company, as a member of Seller's Group, has
benefited from letters of credit in favour of
suppliers and HM Customs and Excise and a bond in
favour of suppliers. These will cease to be
available to the Company on Closing.
- The Company has pursuant to a letter dated the
date of this Disclosure Letter agreed to advance
monies to Bank of America N.T & S.A. in respect of
interest in the sum of (Pounds)2048.44 less a
deduction of (Pounds)136.56 to be paid to the
Inland Revenue as described in that letter which
is attached at Disclosure Document 7.102
105
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
7.5 - The Company has entered into an Electricity
Project Agreement with C&R Associates, which
involves a group purchasing scheme. (Disclosure
Document 7.11)
- The Company operates 6 stores as joint ventures
with the manager as described in paragraph 7.1 of
this letter. Copies of the agreements are
contained at Disclosure Documents 7.59 to 7.65.
- The Company has entered into an Authorised
Dealer Agreement with Sony (Disclosure Document
7.90) which gives Sony rights regarding the
advertising, sales and after-sales service of the
products as set out in that agreement.
- The Company has entered into contracts with
Yorkshire Electricity, Granada, British Sky
Broadcasting, ONdigital, Vodafone, Motorola,
Samsung and Cable and Wireless as described in
paragraph 7.1 and 7.8 of this letter.
7.6 - It is possible that offers of employment may
have been made by stores mangers to sales
assistants in the ordinary course of business and
that these have not yet been accepted or have been
accepted but employment has not yet commenced.
- Disclosure Documents 7.99 and 7.100 show the
number of open purchase orders as at 20 January
1999. Purchase orders are not terminable without
the consent of the supplier.
7.7 - The disclosures at 7.4 are repeated.
- Disclosure Documents 7.14 (Merchandise
Agreement), 7.15 (Licence Agreement) 7.31 (Master
Sales Agreement) and 7.28 (Advertising Agreement)
were made intra group and therefore may not be on
open market terms.
7.8 - In connection with the agreement between the
Company, Uniqueair Limited and Vodafone Limited
(Disclosure Documents 7.13 and 7.49) relating to
the sale by the Company of mobile phones using the
Vodafone network, the Company met recently with
Vodafone and targets for the year from April 1998
to March 1999 were presented to the Company
(Disclosure Document 7.97). In previous years the
Company may not always have met targets which
under the agreement would have given Vodafone the
right to withdraw marketing support or seek
reimbursement of merchandising support. However,
both
106
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
7.8 continued at agreed levels. From April 1998, it is
possible that Vodafone has had the right to
withdraw marketing support because, either 100%
target has not been achieved for 3 consecutive
months or Vodafone total market share has fallen
marginally below 50% in any one month. However,
total sales for year-to-date have already exceeded
the target of 55,750 units for the complete year.
Vodafone have not indicated to the Company any
intention to withdraw marketing support.
- The Company entered into an agreement with
Uniqueair and Motorola, which is not signed or
dated on its face, but commenced in August 1996
(Disclosure Document 7.47) under which the Company
agrees to use its reasonable endeavours to give
Motorola a 40% share of handsets and pagers within
Tandy stores, rising to 50% during the term of the
agreement. These targets have not always been met
possibly in material breach of the contract.
107
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
8.1 - The Company provides permanent disability
insurance to employees (reproduced at Disclosure
Document 8.25). This is insured with Generali.
Details of the benefits available are outlined in
the Pension Scheme booklet at Disclosure Document
8.21. The Company also provides life assurance
cover for employees who elect to join the Pension
Scheme. Those who are not eligible for immediate
membership of the Pension Scheme are nevertheless
eligible for life assurance cover if they register
for membership of the Pension Scheme on joining
the Company. Buyer is also referred to the
disclosure against 10.1
8.4 - The continuation of retirement benefits may be
an express or implied contractual term of each
employee's contract of employment.
8.5 - In March 1995, the previous managing director,
John Sayers left the employment of the Company. As
part of an agreement with him, the Company paid
into the InterTAN UK Pension Scheme a contribution
to provide benefits for him. This Agreement is
disclosed as Disclosure Document 9.17.
8.6 - A note given to staff detailing the increase to
contributions to the Pension Scheme is reproduced
as Disclosure Document 8.5.
- Fees for the recent actuarial valuation and
routine administrative fees owed to Sedgewicks are
still outstanding.
8.8 - All such Documents are contained within
Disclosure Documents 8.1 to 8.25 except the Life
Insurance Scheme connected to the Pension Scheme
which is reproduced as Disclosure Document 10.5.
8.12 - Part time employees of the Company have been
eligible for membership of the Pension Scheme
since 6 April 1993. Buyer is referred to the
Pension Scheme rules at Disclosure Document 8.1.
Benefits for members of the Pension Scheme were
equalised with the exception of Guaranteed Minimum
Pensions on 6 April 1996. Details of the
equalisation are contained in the Pension Scheme
rules at Disclosure Document 8.1 and the
announcements to members at Disclosure Documents
8.14 and 8.15.
108
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
9.1 - All employees of the Company are employed under
terms and conditions disclosed at Disclosure
Documents 9.4, 9.5 and 9.27 except Andrew Fryatt
and F McHugh whose contracts of employment are
reproduced as Disclosure Documents 9.23 and 9.24.
Details of remuneration and benefits payable by
the Company to E Eldridge are contained in
Disclosure Document 9.15. A copy of the Head
Office and warehouse staff induction booklet is
reproduced at Disclosure Document 9.28 and
includes details of the Company's health and
safety policy, sickness policy, holiday policy,
training policy and the sports and social clubs.
- Disclosure Document 9.36 is a schedule of all
employees as at 18 January 1999. It contains
details of salaries, wages, membership of the
Pension Scheme, membership of the stock purchase
plan, company car beneficiaries and dates of
commencement. Additional information concerning
employees is also contained in Disclosure
Documents 9.2, 9.13 and 9.21. Document 9.2 also
contains details of actual bonuses paid to senior
managers in the 1998 financial year and potential
bonuses payable in the 1999 financial year.
- The Company provides permanent disability
insurance to employees (reproduced at Disclosure
Document 8.25). This is insured with Generali.
Details of the benefits available are outlined in
the Pension Scheme booklet at Disclosure Document
8.21. The Company also provides life assurance
cover for employees who elect to join the Pension
Scheme. Those who are not eligible for immediate
membership of the Pension Scheme are nevertheless
eligible for life assurance cover if they register
for membership of the Pension Scheme on joining
the Company. Buyer is also referred to the
Disclosure against 10.1
- Staff were during the latter part of 1998
entitled to buy computers from the Company and pay
a monthly rate which is deducted from their
salary. A pro-forma agreement is reproduced at
Disclosure Document 7.54 and a list of all staff
who have taken up this offer is reproduced at
Disclosure Document 9.26. This offer closed at the
end of November 1998. Disclosure Document 9.39
lists the outstanding balance for all those who
have taken up the staff computer offer.
109
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
9.1 - A list of all Company car holders is reproduced
at Disclosure Document 9.36. Where an individual
has elected to take a cash alternative, this is
shown on the table. Company Car Scheme rules are
reproduced at Disclosure Document 9.25. Paul
Haylock is due to join the Company on 22 February
1999 and has elected to take a cash allowance
instead of a car.
The Company pays for all petrol used by the
directors of the Company for running their company
cars.
- Disclosure Documents 9.11 and 9.12 set out
details of two stock option plans for employees of
companies within the InterTAN, Inc. group. Such
options relate to shares in Seller. Employees of
the Company who hold vested options which have not
yet been exercised are generally entitled to
exercise those options under the terms of the plan
within 3 months of Closing. The board of directors
of Seller have agreed to extend the exercise
period of 3 months to 12 months and stated that
all options granted to the end of 1997 will be
allowed to fully vest. Options granted since 1997
will be forfeit. Other than the exercise of vested
options, no employees of the Company will have any
rights to participate in the stock option plans
after Closing. Disclosure Document 9.29 contains
details of all employees who hold outstanding
options.
Disclosure Document 9.10 outlines details of the
InterTAN, Inc. Stock Purchase Programme. Employees
of the Company will not be allowed to purchase
stock in Seller under the Stock Purchase Programme
after Closing.- The Company entered into an
agreement, dated 29th September 1995 with Tibbett
and Britten Limited for the provision of transport
and distribution services between the Company's
premises and other destinations nominated by the
Company. This agreement superseded a similar
agreement with Rodan Transport Limited ("Rodan").
Employees of Rodan associated with the provision
of the above mentioned services were transferred
to Tibbett and Britten Limited on completion of
the agreement and the Company agreed to indemnify
Tibbett and Britten Limited in respect of certain
liabilities. A copy of the agreement between the
Company and Tibbett and Britten Limited is
reproduced as Disclosure Document 7.7 in the
attached schedule.
110
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
9.1 - Whilst the Contract Management Agreement states
that the relationship between contract managers
and the Company shall be principal and independent
contractor, contract managers may be deemed to be
employees of the Company. With respect to this,
Buyer is referred to the disclosures against 7.1.
- The Disclosure against 9.5 contains details of
redundancy payments made by the Company.
- Details of bonus arrangements for sales staff,
store managers, district sales managers and
regional sales managers for the current financial
year are contained in Disclosure Document 9.6.
Details of payments made under the bonus
arrangements to store managers, district sales
managers and regional sales managers are at 9.38.
From time to time the Company will also encourage
the promotion of certain product lines by offering
special commission on sales. These are known as
SPIFFS and such arrangements last for finite
periods at the Company's discretion- The Company
has agreed to make bonus payments to certain of
the Company's employees as described in paragraph
9.2 of this letter.
- Buyers employed by the Company have negotiated
bonus arrangements whereby they are paid bonuses,
dependant upon performance against specified
targets on a monthly basis. Details of bonus
arrangements for buyers and administrative
supervisors are reproduced at Disclosure Document
9.37. Details of actual bonuses paid during the
1998 financial year and projected bonuses for the
current financial year are contained in Disclosure
Document 9.2.
- All employees are entitled to 10% discount at
the Company's stores. At Christmas this is
increased to 20%.
- At Christmas, Head Office and warehouse staff
are each provided with a turkey and all store
managers are given a (Pounds)5 gift voucher. This
year, to celebrate the 25th anniversary of Tandy,
all employees were given a (Pounds)25 gift voucher
instead. Employees were also given a First Day
Cover of Christmas stamps.
- The Company occasionally runs competitions to
incentivise staff. 13 store managers, 2 district
managers and a regional manager have each won a
holiday to Florida in February 1999 at the
Company's expense.
111
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
9.2 - Disclosure Documents 9.7 to 9.9 contain details
of payments agreed to be made to A. Fryatt, F.
McHugh and E. Eldridge on or after Closing.
- Letters to certain of the Company's employees
detailing bonuses payable on Y2K compliance are
reproduced as Disclosure Document 9.16.- Under the
terms of the agreement reproduced as Disclosure
Document 7.7 and referred to at 9.1 above, the
Company has agreed to reimburse Tibbett and
Britten Limited in respect of all costs associated
with the termination of employment of the
employees who transferred from Rodan in the event
of termination of the agreement, with the
exception of redundancy costs, of which the
Company has agreed to pay a proportion.
- Salaries are normally reviewed in July.
Disclosure Document 9.22 is a schedule of all pay
increases for January 1999 and contracts which
have been extended.
9.3 - Andrew Fryatt is entitled to receive 6 months'
notice from the Company and must give 3 months'
notice to the Company to terminate his employment
contract.
- Disclosure Documents 9.7 to 9.9 contain details
of payments agreed to be made to A Fryatt, F
McHugh and E Eldridge in certain circumstances,
after Closing, including if their contracts of
employment are terminated within 24 months of
Closing.
- Disclosure 9.5 contains details of redundancy
payments that have been made by the Company since
March 1997.
- Carolyn Harrison (imports manager) and David
Fielding (district sales manager) have given
notice to terminate their contracts of employment.
Carolyn Harrison leaves on 12 February 1999. David
Fielding has stated that he will bring a claim for
constructive dismissal and a copy of his
resignation letter is at Disclosure Document 9.33.
- Elsom Eldridge has expressed a wish to return to
the United States after Closing. However he has
not given notice to terminate his employment.
- The list at Disclosure Document 9.36 is a
schedule of all employees as at 18 January 1999.
112
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
9.4 - The Company operates a staff association and all
staff have a contractual right to membership. The
object of the association is to act as a
consultative body involved in all aspects of
employee welfare.
9.5 - There are three separate claims against the
Company for unfair and constructive dismissal:-
a) Mr C Pandya has claimed unfair dismissal but
has accepted a settlement of (Pounds)2000.
Details of the settlement are at Disclosure
Document 9.30;
b) Mr A Hussain has claimed constructive dismissal
and this matter is listed for a hearing in mid-
May 1999. If the Company were to lose this
case, the maximum liability would be
(Pounds)14,000 plus legal fees. Details of the
claim are at Disclosure Document 9.31;
c) Mr Y Koffi has claimed unfair dismissal, even
though he has been employed by the Company for
less than 2 years. The Employment Tribunal has
stayed the matter pending the European Court of
Justices' decision in the case of R -v-
-----
Secretary of State for Employment Ex p.
---------------------------------------
Seymour-Smith and Perez. Details of the claim
------------------------
are at Disclosure Document 9.32.
Buyer is referred to the disclosure against 9.3
concerning Mr Fielding's allegation that he has
been constructively dismissed.
- Employees of the Company whose position becomes
redundant may be entitled to an enhanced
redundancy payment if their average weekly
earnings over the 13 weeks prior to their
redundancy exceed the statutory limit on weekly
earnings (currently (Pounds)220). For employees
whose average weekly earnings have been in excess
of the statutory limit, their redundancy payment
is calculated based on their length of service and
actual average weekly earnings. All other
employees are entitled to statutory redundancy
payment only. Example letters notifying employees
of redundancy and outlining the calculation of
their redundancy payment are at Disclosure
Document 9.34. A summary of redundancy payments
made by the Company as at 20 October 1997 is at
Disclosure Document 9.35
113
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
10.1 - For the period 1998/9, the Company is insured
under Seller's Group worldwide policy and UK
specific policies, summaries of which are
contained in Disclosure Document 10.31. In
addition to 10.31, a schedule of Global property
coverage is attached at Disclosure Document 10.1.
Copies of all of the policies except Norwich
Union - Terrorism, Allianz Cornhill - property,
Allianz Cornhill - Terrorism and Allianz Insurance
Company - Property are included at Disclosure
Documents 10.32 to 10.44.
In addition to the Insurance policies for 1998/9,
copies of insurance policies for 1997/8 under
which the Company may still be able to make a
claim are attached at Disclosure Documents 10.16,
10.23, 10.24, 10.28, 10.29, 10.30 and 10.37.
In respect of employer's liability insurance and
public and product liability insurance, claims may
be made on policies for a number of preceding
years. Due to their age, these policies cannot be
disclosed but Seller accepts no liability in
respect of claims made under them.
- Most group policies are financed through a
premium finance agreement reproduced at Disclosure
Document 10.12. UK policies are financed through a
premium finance agreement reproduced at Disclosure
Document 10.13.
- None of the group policies shown in Disclosure
Document 10.31 will be available to the Company
after Closing.
- The life insurance scheme connected to the
Pension Scheme is reproduced as Disclosure
Document 10.5. The Company also provides permanent
disability insurance through Generali and Buyer is
referred to the disclosure against 9.1 concerning
this and life assurance.
- Some agreements including, in particular, all
vehicle leases state that the Company must
comprehensively insure the goods.
- The Company operates extended warranty packages
for electronic equipment sold by the Company as
agent for several insurers. See Disclosure
Documents 7.50, 7.51 and 7.52.
114
<PAGE>
PARAGRAPH OF SCHEDULE 3 DISCLOSURE
- ----------------------- ----------
11.1 - A schedule of all litigation involving the
Company as at 6 October 1998 is reproduced as
Disclosure Document 11.1.
- Summary details of trading standards
prosecutions and related issues for the past 24
months are reproduced as Disclosure Document 11.2
11.2 - The Company has been in dispute with HM Customs
& Excise. Details of this dispute are given in
paragraph 6.2.3 of this letter.
115
<PAGE>
INDEX OF DISCLOSURE DOCUMENTS
-----------------------------
1. Corporate Documents
- ----------------------
1.1 Certificate of Incorporation of InterTAN UK
1.2 Memorandum and Articles of Association of InterTAN UK
1.3 InterTAN UK Statutory Books (see separate file)
1.4 InterTAN UK Minute Book (see separate file)
1.5 InterTAN, Inc. 1998 Annual Report
1.6 Settlement Agreement between InterTAN, Inc. and InterTAN UK dated
30.1.98
1.7 Copy Share Certificates
1.8 Consumer Credit Licence dated 06.09.89
1.9 Agreement between InterTAN Canada Limited and InterTAN UK dated
30.11.97
116
<PAGE>
2. INFORMATION
- -- -----------
No Documents
117
<PAGE>
3. FINANCIAL DOCUMENTS
- ----------------------
3.1 June 30 1997 Corporate Pack
3.2 June 30 1998 Corporate Pack
3.3 August 1998 Corporate Pack
3.4 June 30 1997 Blue Book
3.5 June 30 1998 Blue Book
3.6 August 1998 Blue Book
3.7 August 1998 Monthly Report
3.8 Gross Margin Report for June 98 and for fiscal 98
3.9 List of loss-making stores
3.10 Accrued rent for month ending October 1998
3.11 Summary of aged debt report week ending 31.10.98
3.12 Accrued other expenses account 810330
3.13 Prepaid other expenses for October 1998
3.14 Advertising fund accounts summary
3.15 Return on Inventory for October 1998
3.16 Balance sheet 9.12.98
3.17 Inventory valuation summary as of 3.12.98
3.18 Department PI Summary dated 6.12.98
3.19 Summary of surrendered, sublet and assigned stores dated 3.12.98
3.20 Retail Portfolio Review
3.21 Dealer and direct sales cash generation for October 1998
3.22 Internal control report dated 30.6.98
3.23 Excess stock report
3.24 Warehouse performance measurements
118
<PAGE>
3.25 Management Reports of the Company for the period ending December 31 1998
119
<PAGE>
4. PROPERTIES AND ENVIRONMENTAL
- ------------------------------
4.1 Schedule of Matters in Hand
4.2 Letter of Intent
4.3 Agreement for Lease for Store Number 1312
4.4 Replies to Enquiries
4.5 Letter: Butler & Co. to Warner Cranston dated 21.1.1999
4.6 Information Sheet
4.7 Documents of Title
4.8 Properties Vested in Tandy Corporation or InterTAN Canada Ltd.
4.9 Properties Sub-Let by, Held on Licence From, or Occupied with the
Company's Authority
4.10 Properties Occupied in Part by the Company but Sub-Let, Held on Licence
or Occupied with the Company's Authority
4.11 Bundle of Notices
4.12 No Document
4.13 No Document
4.14 Notice and Correspondence for Store Number 1336
4.15 Statement of Arrears and Correspondence for Store Number 1262
4.16 Correspondence as to Alleged Breach for Store Number 4583
4.17 Letter: Butler & Co. to InterTAN (UK) Ltd. dated 20.01.1999
4.18 Leases previously vested in the Company
4.19 Leases previously vested in the Company and now Assigned
4.20 Correspondence as to Arrears for Store Number 1614
4.21 Insurance Schedule
4.22 Schedule of Service Charges
120
<PAGE>
4.23 Schedule of Accruals
4.24 Correspondence as to Outstanding Rent for Store Number 4262
4.25 Correspondence as to Arrears for Store Number 4502
4.26 Correspondence as to Arrears for Store Number 1614
4.27 Correspondence as to Rent Review for Store Number 1565
4.28 Correspondence for Store Number 1586
121
<PAGE>
5. OTHER ASSETS
- ---------------
VEHICLE LEASES
5.1 List of Leased Vehicles as at 20 January 1999
5.2 Master Contract Hire Agreement between Autolease Limited and InterTAN
UK dated 9.12.93
5.3 Addendum to Master Contract Hire Agreement between Autolease Limited
and InterTAN UK dated 18.10.95
5.4 Schedule to Master Contract Agreement between Autolease Limited and
InterTAN UK dated 14.9.98
5.5 Master Contract Hire Agreement between InterTAN UK and Rover Finance
Limited, Rover Acceptance Limited, Rover Leasing Limited, Rover Credit
Limited dated 31.8.96 with explanatory notes
5.6 Schedule to Master Contract Hire agreement between Rover Finance
Limited and InterTAN UK dated 12.7.96
5.7 Agreement between Brooklyn Vehicle Contracts Limited and InterTAN UK
dated 1.8.97
5.8 Agreement between Lombard North Central and InterTAN UK - undated
5.9 Agreement between Ryland Multifleet Limited and InterTAN UK dated
5.6.96
5.10 Lease Purchase Agreement between Lombard North Central PLC and InterTAN
UK dated 14.10.97
OTHER EQUIPMENT LEASES
5.11 Agreement between British Linen Finance Limited and InterTAN UK dated
1.12.97 and associated correspondence
5.12 Unsigned Agreement between First National Leasing and InterTAN UK -
undated
5.13 Unsigned Agreement between First National Leasing and InterTAN UK -
undated
SUPPLEMENTAL DOCUMENTS
5.14 Schedule of lease obligations and other commitments
122
<PAGE>
5.15 Minimum Period Rental Agreement between InterTAN UK Limited and Xerox
Finance Limited dated 29.09.95.
5.16 Fixed Term Hire Agreement for hire of security equipment from Central
and Closed Circuit Limited dated 20.8.96
123
<PAGE>
6. TAXATION
- -----------
6.1 VAT Return dated 29.6.98
6.2 VAT Return dated 27.3.98
6.3 VAT Return dated 24.12.97
6.4 Letter to HM Customs and Excise dated 16.10.97 Re: Misdeclaration of
VAT
6.5 Letter to HM Customs and Excise dated 22.10.97 Re: Misdeclaration of
VAT
6.6 VAT Notice of Voluntary Disclosure dated 21.11.97
6.7 Letter to HM Customs and Excise dated 16.1.98 Re: Voluntary disclosure
6.8 VAT Notice of Assessment dated 27.1.98
6.9 Letter from Inland Revenue to Price Waterhouse dated 24.02 97 Re:
Revised Computations
6.10 Directors' Report and Accounts dated 30.06 95
6.11 Corporation Tax Return 01.06.94 - 31.05.95
6.12 Corporation Tax Return 01.06.95 - 30.06.95
6.13 Corporation Tax Computation for 13 months ending 30.06 95
6.14 Correspondence between PricewaterhouseCoopers (formerly Price
Waterhouse) and Inland Revenue re Return for year ended 06.06.96
comprising:-
6.14.1 Letter from Inland Revenue to Price Waterhouse dated 23.07.97
6.14.2 Letter from Inland Revenue to Price Waterhouse dated 05.08.97
6.14.3 Letter from Inland Revenue to Price Waterhouse dated 07.10.97
6.14.4 Letter from Price Waterhouse to Inland Revenue with enclosure
dated 22.08.97
6.14.5 Letter from Inland Revenue to Price Waterhouse dated 03.09.97
6.14.6 Letter from Price Waterhouse to Inland Revenue dated 11.11.97
with enclosed extracts of InterTAN Inc annual reports
124
<PAGE>
6.14.7 Letter from Inland Revenue to Price Waterhouse dated 10.12.97
6.14.8 Letter from Inland Revenue to Price Waterhouse dated 28.01.98
6.14.9 Letter from Price Waterhouse to Inland Revenue dated 24.02.98
6.14.10 Letter from Inland Revenue to Price Waterhouse dated 08.04.98
6.14.11 Letter from Price Waterhouse to Inland Revenue dated 01 05 98
6.14.12 Letter from Inland Revenue to Price Waterhouse dated 20.05.98
6.14.13 Letter from PricewaterhouseCoopers to Inland Revenue dated
14.08.98
6.14.13 Letter from Inland Revenue to PricewaterhouseCoopers dated
07.09.98
6.15 Certificate of Deduction of Income Tax dated 19.11.95
6.16 Corporation Tax Return 01.07.95 - 30.06.96
6.17 Corporation Tax Computation for year ended 30.06.96
6.18 Corporate Pack - United Kingdom for period ending 30.6.96
6.19 Directors' Report and Accounts dated 30.06.96
6.20 Letter from Inland Revenue to Price Waterhouse dated 05.08.98 Re: Year
Ended 30.06.97
6.21 Corporation Tax Return 01.07.96 - 30.06.97
6.22 Corporation Tax Computation for year ended 30.06.97
6.23 Directors' Report and Financial Statements dated 30 June 1997
6.24 Isle of Man Government Non-Resident Default Assessment Notice dated
26.11.98
<PAGE>
7. CONTRACTS AND COMMITMENTS
- ----------------------------
GENERAL
7.1 Distribution
7.2 Tandy Customer Segmentation Charts
7.3 Buying and Negotiation Process
7.4 Yorkshire Electricity Letter of Intent dated 20 March 1998
7.5 Granada Letter of Intent dated 28 May 1998 and associated
correspondence
7.6 Letter Tibbett and Britten to InterTAN UK Limited dated 4.6.98. Re:
Lease Car Capital Proposal
7.7 Agreement between InterTAN UK Limited and Tibbett and Britten dated
29.9.95
7.8 Agreement between Beneficial Bank PLC and InterTAN UK Limited dated
7.4.97
7.9 Agreement between Beneficial Bank PLC and InterTAN UK Limited dated
18.9.96
7.10 Letter from Beneficial Bank to InterTAN UK Limited dated 28.7.98
7.11 Agreement between C&R Associates and InterTAN UK dated 30.3.98.
7.12 Agreement between Cable and Wireless Communications Services Limited
and InterTAN UK dated 20 May 1998 and associated correspondence.
7.13 Agreement between Uniqueair Limited, Vodafone Limited and InterTAN UK
Limited dated 10.7.96 and associated letter and Statement of Direction
OPERATING AGREEMENTS
7.14 Merchandise Agreement between InterTAN, Inc, InterTAN Canada Ltd,
InterTAN UK Ltd, InterTAN Australia Ltd, Techtron Sales Corp. Pty. Ltd
and Tandy Corporation and A&A International Inc. dated 15.10.93 and
Amendments 1-5
7.15 Licence Agreement between Tandy Corporation and InterTAN UK Limited
dated 4.11.93
126
<PAGE>
7.16 Loan Agreement between InterTAN Canada Ltd, InterTAN UK Ltd, InterTAN,
Inc, Bank of America Canada, Bank of America N.T.&S.A. (London England
Branch Office) and The Lenders dated 22.12.97 and Rectification and
Amendment No.1
7.17 Debenture between InterTAN UK Limited and InterTAN, Inc dated 30.12.97
7.18 Letter dated 26.01.98 from Lloyds Bank to Bank of America National
Trust and Savings Association and attached Account Notice
7.19 Tabs 16-22 of Volume III of Bible of Documents for US Credit Facility
comprising the following documents:
TAB 16 - Trust Deed between Bank of America National Trust Savings
Association and others dated 30 December 1997;
TAB 17(A) - Mortgage of Units 1 and 2 Block 3 Wednesbury Trading
Estate, Darlaston Road, Wednesbury, West Midlands between InterTAN UK
Limited and Bank of America National Trust Savings Association dated
30 December 1997;
TAB 17(B) Mortgage of Blocks 4 and 5 Wednesbury Industrial Estate,
Darlaston Road, Wednesbury, West Midlands between InterTAN UK Limited
and Bank of America National Trust Savings Association dated 30
December 1997;
TAB 17(C) - Mortgage of land and premises at 28-30 Hall Street Dudley,
West Midlands between InterTAN UK Limited and Bank of America National
Trust Savings Association dated 30 December 1997;
TAB 17(D) Mortgage of land on East Side of leamore Lane, Walsall, West
Midlands between InterTAN UK Limited and Bank of America National
Trust Savings Association dated 30 December 1997;
TAB 18 - Syndicated Composite Guarantee and Debenture between InterTAN
UK Limited and Bank of America National Trust Savings Association
dated 30 December 1997;
TAB 19 - Left Blank
TAB 20 - InterTAN UK Limited Note dated 22 December 1997
TAB 21 - Left Blank
TAB 22 - Assignment Agreement to Bank of America Canada dated 30
December 1997
7.20 Left blank
7.21 Left blank
7.22 Left blank
7.23 Left blank
7.24 Left blank
7.25 Left blank
127
<PAGE>
7.26 Guarantee Re: InterTAN UK Limited dated 22.12 97
7.27 Guarantee Re: InterTAN Inc dated 22.12.97
7.28 InterTAN Advertising Agreement between InterTAN, Inc, InterTAN Canada
Ltd, InterTAN UK Ltd, InterTAN Australia Ltd and Tandy Corporation
dated 1.1.95 and Amendments 1-3.
7.29 Left blank
7.30 Pro-forma Authorised Dealer Agreement
7.31 Master Sales Agreement between InterTAN UK, InterTAN, Inc and Tandy
Corporation dated 31.12.95 and associated memo
7.32 Pro-forma Export Purchase Application and Agreement
COMPUTER SYSTEMS
7.33 Master Lease Agreement MLA/008714 between IBM United Kingdom Financial
Services Limited and Intertan UK dated 12.05.95
7.34 Software Licence between JDA Worldwide Inc and InterTAN UK Limited
dated 22 March 1995
7.35 Letter from IBM stating modifications to Standard terms and Conditions
dated 27.11.97
7.36 Left blank
7.37 Left blank
7.38 Left blank
7.39 Letter dated 16.05.95 signed by A F Barwood authorising payment of
invoices under Supplement 31/51433 to Master Lease Agreement
MLA/008714
7.40 Hardware Supply Agreement between CS Retail Systems Limited and
InterTAN UK Limited dated 12.8.98
7.41 Master Hire Agreement between Lombard Business Equipment Leasing
Limited and InterTAN UK Limited dated 6.9.94
7.42 Schedule to Master Hire Agreement between Lombard Business Equipment
Leasing Limited -undated
128
<PAGE>
7.43 Programme Product Licence Agreement between KV Computer Services and
InterTAN UK Limited dated 20.1.97
7.44 Programme Product Licence Agreement between KV Computer Services and
InterTAN UK Limited dated 20.1.97
7.45 Programme Product Licence Agreement between KV Computer Services and
InterTAN UK Limited dated 20.1.97
7.46 Programme Product Licence Agreement between KV Computer Services and
InterTAN UK Limited dated 20.1.97
SUPPLEMENTAL CONTRACTS
7.47 Agreement between InterTAN UK Limited, Uniqueair Limited and Motorola
Limited for retail distribution and sales of cellular communication
equipment in the UK - Undated
7.48 Agreement between InterTAN UK Limited and Samsung Electronics (UK)
Limited for the retail distribution and sales of cellular
communication equipment in the UK. - marked as revised draft
7.49 Left blank
7.50 Tandy Care insurance leaflet with terms and conditions
7.51 Tandy Mobile Phone Warranty
7.52 Tandy Product Replacement Plan
7.53 Agreement between InterTAN UK Limited and Contract Security Options
Limited dated 14.08.98
7.54 Staff Computer Offer - Pro forma order form
7.55 Left blank
7.56 Left blank
7..57 Notes of three meetings dated 24.3.98,14.05.98 and 12.06.987
7.58 Left blank
7.59 Contract Management Agreement for Store Number 1685 dated 11.07.97
7.60 Contract Management Agreement for Store Number 1550 dated 17.08.98
7.61 Contract Management Agreement for Store Number 3411 dated 20.08.98
129
<PAGE>
7.62 Contract Management Agreement for Store Number 1346 dated 11.07.97
7.63 Contract Management Agreement for Store Number 1149 dated 07.07.97
7.64 Contract Management Agreement for Store Number 1117 dated 24.09.98
7.65 Contract Management Agreement for Store Number 1103 dated 15.09.98
7.66 Terms of Agreement between InterTAN UK Limited and Avco Trust Plc
dated 10.11.98
7.67 IBM Standard Terms and Conditions - First Edition April 1990
7.68 Software Support Agreement between JDA Worldwide Inc.and InterTAN UK
Limited dated 27.10.98 - Unsigned by JDA Worldwide Inc. and letter
dated 27.05.98 from JDA International Limited to InterTAN UK Limited
7.69 Hardware and Software Maintenance Agreement between C.S. Retail
Systems Limited and InterTAN UK Limited dated 12.08.98
7.70 2 Systems Products Purchase and Licence Agreement and 1 Systems
Product Support Agreement between InterTAN UK Limited and Rank Xerox
Limited - dated 11 September 1995 and August 21 1995.
7.71 Correspondence IBM UK Financial Services Limited to InterTAN UK
Limited dated 27.8.98
7.72 Correspondence from InterTAN UK Limited to IBM UK Financial Services
Limited dated 30.4.96 Re: Invoices 8740 and 8741 from Zerographic
Systems Limited.
7.73 InterTAN UK Limited Internal Memorandum dated 15.8.95 Re: Current
status of IBM/JDA lease.
7.74 Left blank
7.75 Initial Response to Requirements from The Computing Group Limited to
InterTAN UK Limited dated 24.7.96
7.76 Correspondence from InterTAN UK Limited to IBM Financial Services
Limited dated 25.11.96 Re: invoices 8740,9741 from The Computing
Group
7.77 Assignment Agreement between InterTAN UK Limited, FSCK Limited and
IBM Financial Services Limited dated 17.6.96
7.79 Correspondence from InterTAN UK Limited to IBM Financial Services
Limited dated 30.04.96 Re: invoices 8740,9741 from FSCK Limited and
attached invoice
130
<PAGE>
7.80 Section B Addendum - Revised Asset Listing of assets on IBM Master
Lease as at 03.11.98
7.81 Unsigned agreement between InterTAN UK Limited and McCann-Weber
Public Relations Limited dated 27.8.98
7.82 Unsigned agreement between InterTAN UK Limited and Yorkshire
Electricity Group Plc
7.83 Unsigned Retailer Agreements for approved retailers of British Sky
Broadcasting
7.84 Unsigned Agreement between British Sky Broadcasting Limited and
InterTAN UK Limited dated 23.10.98
7.85 Unsigned Agreement between ONdigital and InterTAN UK Limited sent on
9.11.98
7.86 Unsigned Agreement between InterTAN UK Limited and Young and Rubicam
Group Limited dated 5.3.97
7.87 Letter from Young and Rubicam Group Limited to InterTAN UK Limited
dated 21.5.98
7.88 List of stores sent to Granada
7.89 Left blank
7.90 Authorised Dealer Agreement between InterTAN UK Limited and Sony dated
7 April 1997 and associated correspondence dated 6 May 1998
7.91 Draft Supply Agreement between Checkpoint Systems UK Limited and the
InterTAN UK Limited
7.92 Letter Cable and Wireless Communications plc to InterTAN UK Limited
date 14.12.98
7.93 Software Leasing Agreement between IBM UK Financial Services Limited
and InterTAN UK Limited signed 25.4.95
7.94 Total System Lease Supplement between IBM UK Finance Limited and
InterTAN UK Limited signed 25.4.95
7.95 Software Leasing Agreement between IBM UK Finance Limited, JDA
International Limited and InterTAN UK signed by InterTAN UK 25.4.95
131
<PAGE>
7.96 Purchase Option Agreement between Bank of America Canada, Tandy
Corporation, Transworld Electronics, A&A International Inc.,
InterTAN Inc. InterTAN Canada Limited and InterTAN UK Limited dated
22 December 1997
7.97 Document entitled Tandy Support FY1998/9 showing Vodafone Monthly
Advertising Support and Bonus Advertising Support
7.98 Export Purchase Application and Agreement between InterTAN UK Limited
and Marc Brohez.
7.99 List of Local Open Purchase Orders as at 20 January 1999
7.100 List of A&A Open Purchase Orders as at 20 January 1999
7.101 Schedule of all Material Contracts under Warranty 7.1
7.102 Draft letter from InterTAN UK Limited to Bank of America N.T and S.A.
(Original to be inserted when signed)
132
<PAGE>
8. PENSIONS
- -----------
8.1 The InterTAN Plan: Definitive Deed and Rules
8.2 Unsigned letter from Inland Revenue dated 2 August 1996 approving
scheme as an "exempt approved scheme" for the purposes of s592 Income
and Corporation Taxes Act 1988
8.3 Letter from Sedgwick Noble Lowndes dated 27.7.98 Re: Actuarial
Valuation of the InterTAN Plan.
8.4 Actuarial Valuation of Pension Scheme as at 6 April 1998
8.5 Details of increased contributions to the pension plan
8.6 1989 booklet - Category A
8.7 1991 booklet - Category C
8.8 1989 booklet - Category B
8.9 4/1993 announcement - Category A
8.10 4/1993 announcement - Category B
8.11 4/1993 announcement - Category C
8.12 10/1993 booklet addendum - Category A
8.13 10/1993 booklet addendum - Category B
8.14 5/1996 equalisation announcement - females
8.15 5/1996 equalisation announcement - men
8.16 Trustees resolution 20/01/95 - Re: Sayer
8.17 MNT Communication letter 14/02/97
8.18 Reference Scheme Test Certificate dated 8.9.98
8.19 Supplementary Certificate A
8.20 Contracting Out Certificate for a salary related scheme
8.21 1993 booklet
8.22 Addendum to the InterTAN Pension Plan booklet dated June 1997
133
<PAGE>
8.23 The InterTAN Plan Annual Report for year ended 5 April 1998
8.24 InterTAN Pension Plan booklet.
8.25 Group Long Term Disability Plan
134
<PAGE>
9. EMPLOYEES
- ------------
9.1 InterTAN UK Management organisational chart
9.2 InterTAN UK - List of Headoffice Directors and Senior Managers and
Regional District Managers, giving details of salaries and bonuses
9.3 Accounting Department Structure
9.4 Pro forma Statement of Terms of Employment (sales personnel)
9. 5 Employee Rules of Personal Conduct
9.6 FY 99 Pay Plans (full version)
9.7 Letter dated 18 May 1998 from InterTAN, Inc. to A Fryatt Re: FY1999
Pay Plan
9.8 Letter dated 18 May 1998 from InterTAN, Inc. to F McHugh Re: FY1999
Pay Plan
9.9 Letter dated 18 May 1998 from InterTAN, Inc. to E Eldridge Re: FY1999
Pay Plan
9.10 Stock Purchase Programme
9.11 Restated 1986 Stock Option Plan as amended
9.12 1996 Stock Option Plan as amended
9.13 Schedule of Employees of InterTAN UK
9.14 Schedule of Redundancies
9.15 Memorandum from Jim Gingerich to Frank McHugh re Elsom Edridge dated
03.07.97
9.16 Memoranda to six employees offering bonuses for year 2000 compliance
9.17 Agreement dated 27.03.95 between InterTAN UK Limited and John Sayers
9.18 Email from Malcolm Smyth to Frank McHugh dated 9.12.98 re productivity
analysis
9.19 Human Resources Statistics Pack
9.20 Schedule of Store Staff made redundant from store closures
9.21 Schedule of all Staff currently employed
135
<PAGE>
9.22 Fax from Vicky Purchase to Frank McHugh regarding January 1999 pay
increases
9.23 Letter InterTAN UK Limited to Andrew Fryatt dated 18 January 1996 -
Terms and Conditions of Employment
9.24 Letter InterTAN UK Limited to Frank McHugh dated 15 November 1995 -
Terms and Conditions of Employment
9.25 Company Car Scheme and other Options dated 1 August 1998
9.26 Details of employees taking up staff computer offer
9.27 Statement of Terms of Employment (monthly salaried staff)
9.28 Head office and warehouse staff induction booklet
9.29 InterTAN, Inc. Stock Option Plans, schedule of options outstanding
9.30 Mr.C Pandaya v InterTAN(UK) Limited, COT3
9.31 Mr A Hussain v InterTAN (UK) Limited, details of claim
9.32 Mr Y Koffi v InterTAN (UK) Limited, details of claim
9.33 Letter from David Fielding to Malcolm Smyth dated 20.12.98, concerning
constructive dismissal claim
9.34 Example letters notifying employees of redundancies
9.35 Summary of redundancy payments dated 20.10.97
9.36 Schedule showing all employees, salaries and wages, benefits and dates
of commencement (dated 19.01.99)
9.37 Buyer Bonus Plans
9.38 Schedule of bonus payments to December for Store Managers, District
Sales Mangers and Regional Sales Managers
9.39 Schedule of balance payable for Staff Computer Offer
136
<PAGE>
10. INSURANCE
- -------------
10.1 Confirmation of Insurance dated 29.6.98 and attached schedule Global
property Coverage
10.2 The Continental Insurance Companies Claims Details 12.5.95 - 2.7.98
10.3 Schedule of Insurance Claims by Risk Type 25.7.95 to 24.5.98
10.4 Schedule of Property losses over US$25,000 1989-1993
10.5 Terms and conditions of the Sedgwick Noble Lowndes life insurance
policy connected to the pension scheme
10.6 Letter from Sedgwick of Texas Inc to InterTAN Inc dated 12.11.98,
enclosing UK Employers Liability Loss runs Pre-1998
10.7 Letter from Sedgwick of Texas Inc to InterTAN Inc dated 11.11.98,
enclosing Quarterly Claims Report as of 30.09.98
10.8 Letter from Sedgwick of Texas Inc to InterTAN Inc dated 26.10.98
enclosing copies of Continental Insurance Claims details for years
1995, 1996 and 1997 as at 30.09.98
10.9 Summary details of 1997-1998 insurance polices
10.10 InterTAN UK Insurance programme - Summary of policies 1998-1999
10.11 Summary details of some Global and UK policies
10.12 Premium Finance Agreement between AI Credit Corp. and InterTAN
Inc.(unsigned by Agent/Broker)
10.13 Secured Insurance Premium Revolving Credit Arrangement between AIG
Credit UK Limited and InterTAN UK Limited dated 30.6.98
10.14 Policies for 1997/98: Summary
10.15 Continental Insurance Policy 1997/98
10.16 Eagle Star Insurance Policy Renewal Schedule 1997/98
10.17 Norwich Union Insurance Policy ( Material Damage Terrorism) 1997/98
10.18 Guardian Insurance Policy GG335/VB247539 1997/98
10.19 Town & Country Insurance Policy 1997/98
137
<PAGE>
10.20 Sun Alliance Insurance Policy 1997/98
10.21 Norwich Union Insurance Policy (Material Damage) 1997/98
10.22 Ajax Insurance Renewal Invitation 19/05/97
10.23 Guardian Insurance Policy FG356/Y7510841 General Schedule
10.24 Continental Insurance Policy (Public/products liability)1997/98
10.25 Continental Insurance Policy (Material Damage Terrorism) 1997/98
10.26 Reed Stenhouse Limited Marine Open Cargo Policy
10.27 Executive Risk Indemnity Inc Insurance Policy (751-070460-97) 1997/98
10.28 Transcontinental Insurance Policy 1997/98
10.29 National Union Fire Insurance Company 1997/98
10.30 CIGNA Insurance Policy 1997/98
10.31 Policies for 1998/99: summary
10.32 New Hampshire Insurance Co Policy 1998/99
10.33 Executive Risk Indemnity Inc Insurance Policy 751-070317-97 1998/99
10.34 CIGNA Insurance Policy 1998/99
10.35 Fireman's Fund Insurance Policy 1998/99
10.36 Executive Risk Speciality Insurance Company Policy (751-137738-98)
1998/99
10.37 Reliance Insurance Policy NFK2402445 1998/99
10.38 Reliance Insurance Policy NDA0103684-97
10.39 Executive Risk Indemnity Inc Policy 751-129957-98 1998/99
10.40 Transamerica Occidental Life Insurance Policy 1998
10.41 Eagle Star Policy (Engineering) 1998/99
10.42 Eagle Star Policy (Personal Accident/Travel) 1998/99
10.43 Eagle Star Policy (Auto) 1998/99
138
<PAGE>
10.44 Eagle Star Policy (Liability) 1998/99
10.45 Letter from Sedgewick insurance to Greg Dickey re Property/General
liability Insurance dated 07.07.98
10.46 Memo from Greg Dickey to Frank McHugh re insurance renewal dated
15.07.98
139
<PAGE>
11. LITIGATION
- --------------
11.1 Schedule of outstanding Litigation currently undertaken by Eaton Ryan
and Taylor Solicitors
11.2 Summary of Trading Standards prosecutions and related issues for the
past 24 months
11.3 Letter from HM Customs and Excise to InterTAN UK Limited dated 18
December 1998
140
<PAGE>
Signed by )
James G Gingerich )
For and on behalf of )
INTERTAN, INC )
)
in the presence of: )
Signed by )
)
)
For and on behalf of )
BEHEER-EN )
BELEGGINGSMAATSCHAPPIJ )
ANTIKA B.V. )
)
in the presence of: )
141
<PAGE>
EXHIBIT 10.1
Deed of Indemnity
THIS DEED OF INDEMNITY is made on 23 January 1999
BETWEEN :
1. INTERTAN, INC., a corporation organised under the laws of the State of
Delaware, USA and having its principal offices at 201 Main Street, Suite
1805, Fort Worth, Texas, 76102, USA ("Seller"); and
2. TANDY CORPORATION a corporation organised under the laws of the State of
Delaware, USA and having its principal offices at 100 Throckmorton, Suite
1800 Fort Worth, Texas, 76102, USA ("Tandy")
3. INTERTAN CANADA LTD, a corporation organised under the laws of the province
of Alberta, Canada and having its principal offices at Barrie, Ontario,
("Canada");
4. THE CARPHONE WAREHOUSE LIMITED a company registered in England under No.
2142673 the registered office of which is at North Acton Business Park,
Wales Farm Road, London W3 6RS ("TCWL"); and
5. WORLDWIDE TELECOMMUNICATIONS LTD a company registered in England of which
the registered office is at North Acton Business Park, Wales Farm Road,
London W3 6RS ("Guarantor").
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Deed unless the context otherwise requires the following
words shall bear the following meanings:
WORD MEANING
"Canada Leases" the leases or underleases by
virtue of which the legal estate
in each of the Canada Properties
is vested in Canada and all deeds
and documents which are
supplemental thereto, in each
case more specifically mentioned
in Annex 1;
"Canada Properties" the properties described in Annex 2;
Page 1
<PAGE>
"Cap" an amount which on the date
of this Deed is (Pounds)8
million and which shall
reduce automatically on the
first anniversary of the
date of this Deed to
(Pounds)5 million, which
shall further reduce
automatically on the fourth
anniversary of the date of
this Deed to (Pounds)4
million and by a further
(Pounds)1 million on each
subsequent anniversary of
the date of this Deed, so
that it shall be zero on the
eighth such anniversary,
subject to Clauses 5.1 and
6.5 and;
"Clause", "Annex" and respectively, a clause of,
"Party" or an annex or party to this
Deed, and the Annexes form
part of and are deemed to be
incorporated in this Deed;
"Effective Date" the occurrence of any Event
of Default;
"Event of Default" any event described or
referred to in Annex 8
whether or not occurring at
the instigation of any
Indemnified Party;
"Indemnified Guarantees" the documents listed in Annex 7;
"Indemnified Leases" any and all of the Previous
Tenant Leases, the Canada
Leases and the Tandy Leases;
"Indemnified Parties" any and all of Seller,
Canada and Tandy;
Page 2
<PAGE>
"Permitted Company" any company:
(i) which is a wholly owned
subsidiary of TCWL; or
(ii) which is a wholly owned
subsidiary of a company of
which TCWL is a wholly
owned subsidiary; or
(iii) any other company approved
in writing in advance by
all the Indemnified
Parties;
and for the purposes of this definition:
(i) ownership by full time
executive management of any
company of equity and/or
voting rights representing
in total (directly or
indirectly) in each case no
more than twenty-four per
cent of the total such
rights in that company
shall be disregarded in
determining whether that
company is a wholly owned
subsidiary of another
company; and
(ii) ownership by David Ross of
equity and/or voting rights
in any company shall be
disregarded in determining
whether that company is a
wholly owned subsidiary of
Worldwide
Telecommunications Limited
so long as David Ross also
holds not less than fifteen
per cent of those
respective rights in
Worldwide
Telecommunications Limited;
"Previous Tenant Leases" the leases or underleases
of the Previous Tenant
Properties and all deeds
and documents which are
supplemental thereto, in
each case more specifically
mentioned in Annex 5;
"Previous Tenant Properties" the properties described in Annex 6;
"Share Sale Agreement" a Share Sale Agreement
dated on the date of this
Deed made between Seller
and Buyer;
"Tandy Leases" the leases or underleases
by virtue of which the
legal estate in each of the
Tandy Properties is vested
in Tandy and all deeds and
documents which are
supplemental thereto, in
each case more specifically
mentioned in Annex 3; and
"Tandy Properties" the properties described in Annex 4.
1.2. In this Deed unless the context otherwise requires:-
Page 3
<PAGE>
1.2.1. any reference to the singular includes a reference to the
plural and vice versa and any reference to the masculine
includes a reference to the other genders;
1.2.2. headings and titles are used in this Deed for ease of
reference only and do not affect the interpretation of this
Deed; and
1.2.3. words and expressions to which a meaning is given in the Share
Sale Agreement shall have the same meaning in this Deed,
unless the context otherwise requires.
2. INDEMNITY
2.1. Subject as provided in this Deed and for so long as any Indemnified
Party remains liable in law in respect of any Indemnified Lease or any
Indemnified Guarantee, TCWL shall indemnify, hold harmless and keep
Indemnified Parties and their respective effects at all times
indemnified against all actions proceedings liabilities claims damages
costs and expenses in relation to or arising out of the Indemnified
Leases, or arising out of any breach by the tenant of the covenants
and conditions therein contained, or out of the Indemnified
Guarantees.
3. GENERAL LIMITATIONS OF LIABILITY
3.1. The following provisions of this Clause 3 and of Clauses 4 and 5
shall operate to limit the liability of TCWL under Clause 2 of this
Deed. References in this Clause 3 and in Clauses 4, 5, 6, 7 and 8 to
"claim" and "liability" (and any similar expression) shall, unless the
context otherwise requires, be references to a claim (asserted
directly, indirectly, by way of set off or otherwise) or liability
arising under Clause 2 of this Deed notwithstanding any other
provisions contained in this Deed.
3.2. No Indemnified Party shall make any claim unless the loss sustained
under that claim shall exceed (Pounds)4,000 and then the full amount
shall be recoverable and not the excess only.
3.3. TCWL shall have no liability in respect of any claims made in
accordance with Clause 3.2 unless the total loss sustained in respect
of all of those claims (when aggregated with any losses sustained
under any previous such claims) shall exceed (Pounds)50,000 and then
the full amount shall be recoverable and not the excess only.
3.4. TCWL shall have no liability:
3.4.1. for indirect or consequential loss or damage (provided that
(without prejudice to the generality of the exclusion of
TCWL's liability under Clause 3.4.3) the liability of an
Indemnified Party as a tenant or previous
Page 4
<PAGE>
tenant under any Indemnified Lease, or as guarantor or
indemnitor under any Indemnified Guarantee shall not be
indirect or consequential loss or damage) or for loss of the
profits of an Indemnified Party;
3.4.2. in respect of any claim to the extent that such claim is for
loss recoverable by Seller as a breach of Warranty or under
the Tax Deed; or
3.4.3. in respect of breach prior to the date of this Deed by any
Indemnified Party of any provision (other than provisions
relating to condition, repair or dilapidations) of any
Indemnified Lease, or of any provision of any Indemnified
Guarantee.
3.5. Nothing in this Deed shall operate in any way to reduce, qualify or
abrogate the duty of mitigation of each Indemnified Party.
4. EFFECTIVE DATE
4.1. No claim shall be made at any time prior to the Effective Date.
However, the making of a claim at any time prior to the Effective
Date shall not operate to release TCWL from such liability as it may
have on the making of that claim again on or after the Effective Date
(subject, for the avoidance of doubt, to the Cap applicable at the
time such claim is made after the Effective Date).
5. CAP
5.1. The aggregate liability of TCWL at any time ("Relevant Time") shall
not exceed:
5.1.1. the Cap; plus
5.1.2. the amount of any unsatisfied liability of TCWL in an amount
not exceeding the difference between the Cap which was
applicable at the time a claim in respect of that
unsatisfied liability was made and the Cap applicable at the
Relevant Time.
6. CLAIMS
6.1. No claim shall be made unless TCWL shall have been given written
notice of that claim and reasonably full details of the specific
matter and (so far as reasonably possible) amount in respect of which
that claim is made.
6.2. The Cap applicable in respect of any claim shall be the Cap
applicable at the time of receipt by TCWL of that claim in accordance
with Clause 12.
6.3. Any claim made before the Effective Date shall be invalid and of no
effect. However, the making of a claim at any time prior to the
Effective Date shall not operate to release TCWL from such liability
as it may have on the making of that claim again on or after the
Effective Date (subject, for the avoidance of doubt,
Page 5
<PAGE>
to the Cap applicable at the time such claim is made after the
Effective Date).
6.4 Any claim shall, if it has not been previously satisfied settled or
withdrawn, be deemed to have been withdrawn and shall become fully
barred and unenforceable (and no new claim may be made in respect of
the facts giving rise to such withdrawn claim) on the expiry of the
period of six months commencing on the date on which notice of the
claim shall be given to TCWL unless by then proceedings in respect
of that claim shall have been issued and served upon TCWL.
6.5. On the eighth anniversary of the date of this Deed, the Cap shall
automatically reduce to zero and the indemnity set out in Clause 2.1
shall cease immediately and be of no further effect, but without
prejudice to valid claims received by TCWL prior to that anniversary
in accordance with Clause 12 and to any unsatisfied liability of
TCWL at that anniversary.
6.6. TCWL shall have the right to deduct any amount due to Buyer from
Seller under the Share Sale Agreement or the Tax Deed from any
amount due from TCWL to Seller under this Deed provided Buyer
releases Seller accordingly. Seller shall have the right to deduct
any amount due to Seller from TCWL under this Deed from any amount
due from Seller to Buyer under the Share Sale Agreement or the Tax
Deed and Buyer shall release Seller accordingly under the terms of
the Share Sale Agreement. Amounts so deducted shall where relevant
constitute a loan from Buyer to TCWL or vice versa.
7. CONDUCT OF CLAIMS
7.1. The Indemnified Parties shall take such action and provide such
information and documentation in their possession as TCWL may
reasonably request to assist TCWL to avoid, dispute, resist, appeal
compromise or defend matters which have given rise to any claim,
subject to the Indemnified Parties being indemnified to their
reasonable satisfaction by TCWL against all liability, losses,
costs, expenses, damages, interest, penalties and surcharges thereby
incurred.
7.2. If TCWL does not request any Indemnified Party to take any such
action within thirty days where such matters concern arrears of rent
and sixty days in other cases, of receipt by TCWL of any claim in
accordance with Clause 12, that Indemnified Party shall (without
prejudice to its rights under this Deed and unless it has exercised
its right under Clause 7.3 to require TCWL to deal with such claim)
be free to pay or settle the matters giving rise to that claim on
such terms as it may in their absolute discretion (but subject to
Clause 3.5) think fit.
7.3. Without prejudice to Clause 7.1, TCWL shall deal with and have
conduct of all matters giving rise to any claim if, by notice to
TCWL given at any time on or after the Effective Date, the
Indemnified Party making such claim so requires.
7.4. The Party having conduct of matters giving rise to any claim shall:
Page 6
<PAGE>
7.4.1. keep the other Party fully informed of all relevant matters
and shall promptly forward or procure to be forwarded to the
other Party copies of all relevant correspondence and other
relevant material information and documentation;
7.4.2. first submit for approval by the other Party all
communications relating to the dispute which are to be
transmitted to a landlord and shall only finally transmit
them if such approval is given, such approval not to be
unreasonably withheld or delayed; and
7.4.3. appoint solicitors or other professional advisers only with
the prior written approval of the other Party, such approval
not to be unreasonably withheld or delayed.
7.5. In Clause 7.4, "other Party" shall mean TCWL where an Indemnified
Party has conduct of matters giving rise to any claim, and shall mean
the Indemnified Party making the claim where TCWL has conduct of
matters giving rise to that claim.
7.6. TCWL will deliver or procure that the Company will deliver to each
Indemnified Party in January and June of each year a summary report
showing the unexpired lease term, current rent, rates and service
charge and any assignment or sub-letting in respect of each
Indemnified Lease and each Indemnified Guarantee.
8. SUBSTITUTION OF SECURITY
8.1. With the prior written consent of all the Indemnified Parties (which
shall not be unreasonably withheld or delayed), either or both of the
Guarantor and TCWL shall be entitled at its respective cost promptly
upon written request to be released from its respective obligations
under this Deed on the provision of substitute security and assurance
for the fulfilment of all those obligations or of obligations not
materially different from them, such substitute security and
assurance to be in form and substance no less favourable to the
Indemnified Parties than the obligation of the Guarantor or TCWL
respectively.
9. DECLARATIONS OF TRUST AND RELATED MATTERS
9.1. Canada declares that Canada holds and has held the legal estate under
each of the Canada Leases on trust for the Company since Canada
became the tenant of that lease or if later since the incorporation
of the Company, and Canada irrevocably undertakes, until expiry of
the relevant lease or completion of its assignment to the Company:
9.1.1. to permit the Company to occupy those premises:
Page 7
<PAGE>
9.1.2. to continue so to hold such interest;
9.1.3. as soon as practicable to account to the Company for any
rent or other sums received by Canada pursuant to any sub-
tenancy granted under any Canada Lease or any moneys
returned to it under such lease;
9.1.4. as soon as practicable to deliver to the Company any notices
or other written communications received by Canada in its
capacity as tenant under any Canada Lease; and
9.1.5. at the cost of TCWL or the Company (as the case may be, and
except where expressly provided in this Deed to the
contrary) on a full indemnity basis promptly to do such
lawful acts and things and to refrain from doing such acts
and things in relation to the Canada Leases (including as
may be necessary to transfer the Canada Leases to the
Company within three months after the date of this Deed) as
TCWL or the Company may reasonably require.
9.2. Tandy declares that Tandy holds and has held the legal estate under
each of the Tandy Leases on trust for the Company, or prior to the
incorporation of the Company on trust for Canada, since Tandy became
the tenant of that lease, and Tandy undertakes, until expiry of the
relevant lease or completion of its assignment to the Company:
9.2.1. to permit the Company to occupy those premises:
9.2.2. to continue so to hold such interest;
9.2.3. as soon as practicable to account to the Company for any
rent or other sums received by Tandy pursuant to any sub-
tenancy granted under any Tandy Lease or any moneys returned
to it under such lease;
9.2.4. as soon as practicable to deliver to the Company any notices
or other written communications received by Tandy in its
capacity as tenant under any Tandy Lease; and
9.2.5. at the cost of TCWL or the Company (as the case may be, and
except where expressly provided in this Deed to the
contrary) on a full indemnity basis promptly to do such
lawful acts and things and to refrain from doing such acts
and things in relation to the Tandy Leases (including as may
be necessary to transfer the Tandy Leases to the Company
within three months after the date of this Deed) as TCWL or
the Company may reasonably require.
9.3. Each Indemnified Party shall
9.3.1. as soon as practicable to account to the Company for any
rent or other sums received by it pursuant to any sub-
tenancy granted under any Previous Tenant Lease of which it
was a tenant or any moneys returned to it
Page 8
<PAGE>
under such lease;
9.3.2. as soon as practicable to deliver to the Company any notices
or other written communications received by it in its
capacity as tenant under any Previous Tenant Lease of which
it was a tenant; and
9.3.3. at the cost of TCWL or the Company (as the case may be) on a
full indemnity basis promptly to do such lawful acts and
things and to refrain from doing such acts and things in
relation to any Previous Tenant Lease of which it was a
tenant, as TCWL or the Company may reasonably require.
10. TRANSFER OF CANADA LEASES AND TANDY LEASES AND RELEASE OF INDEMNIFIED
GUARANTEES
10.1. TCWL shall, and shall procure that the Company shall exercise all
reasonable endeavours (including, in the case of each of them, the
giving of guarantees or similar assurances to landlords) to procure
the transfer to the Company within three months after the date of
this Deed of the Canada Leases and the Tandy Leases and until such
transfer shall procure due observance and performance of all the
covenants and obligations on the part of the tenant contained in all
such leases.
10.2. The Indemnified Parties shall bear legal and surveyors' fees and
expenses incurred by advisors selected by them or the landlord
respectively in procuring such transfer.
10.3. TCWL shall, and shall procure that the Company shall, in each case at
TCWL's cost, exercise all reasonable endeavours (including, in the
case of each of them, the giving of guarantees or similar assurances
to landlords) to procure the absolute and unconditional release
within three months after the date of this Deed of the Indemnified
Guarantees.
11. GUARANTEE
11.1. In consideration of Seller entering into this Deed, Guarantor (as
principal obligor and not merely as a surety) unconditionally and
irrevocably guarantees as a continuing obligation the proper and
punctual performance by TCWL of all obligations undertaken by TCWL
under or pursuant to this Deed and shall indemnify, keep indemnified
and hold harmless Seller from and against all liability, costs
(including legal costs), claims, expenses, losses, actions, demands,
proceedings, penalties and damage arising in connection with any
default by TCWL.
11.2. The liability of Guarantor hereunder shall not be discharged or
impaired by any amendment to or variation of this Deed or of the
Share Sale Agreement or any other undertaking entered into pursuant
to either of them, any release of or granting of time or other
indulgence, any liquidation, administration,
Page 9
<PAGE>
receivership or winding-up of TCWL or by any other act, event,
omission or circumstance which would operate to impair or discharge
the liability of Guarantor under this Clause 11.
11.3. Any amounts payable by Guarantor pursuant to this Clause 11 shall be
paid in full without any deduction or withholding whatsoever (whether
in respect of set-off, counterclaim, duties, charges, taxes or
otherwise) unless such deduction or withholding is required by law,
in which event Guarantor shall pay to Seller an additional amount so
that the net amount received by Seller will equal the full amount
which Seller would have received had no such deduction or withholding
been made.
12. COMMUNICATIONS
12.1. All communications between the Parties with respect to this Deed
shall be delivered in writing by hand or sent by pre-paid post (first
class if inland, airmail if overseas) or facsimile telecopier to the
address of the addressee as set out in this Deed, or to such other
address or facsimile number in the United Kingdom or in the United
States of America as the addressee may from time to time have
notified for the purposes of this Clause 12.
12.2. Communications shall be deemed to have been received if delivered by
hand between the hours of 9.30 am and 5.30 pm local time on any
Business Day, on the day of delivery (and if outside those hours or
not on a Business Day, then at 9.30 am local time on the following
Business Day), or if sent by first class post, five business days
after posting exclusive of the day of posting, or if sent by
facsimile telecopier, at the time of transmission if the time of
transmission is between the hours of 9.30 am and 5.30 pm on any
Business Day (and if outside those hours or not on a Business Day,
then at 9.30 am local time on the following Business Day).
12.3. Communications under this Deed:
12.3.1. to Seller shall be addressed to:
201 Main Street, Suite 1805, Fort Worth, Texas 76102 USA;
Attention: General Counsel
Tel: (+) 1 817 348 9701
Fax: (+) 1 817 332 3071,
12.3.2. to Canada shall be addressed to:
201 Main Street, Suite 1805, Fort Worth, Texas 76102, USA;
Attention: General Counsel
Tel: (+) 1 817 348 9701
Fax: (+) 1 817 332 3071,
Page 10
<PAGE>
12.3.3. to Tandy shall be addressed to:
100 Thockmorton, Suite 1800, Fort Worth, Texas, 76102, USA
Attention: General Counsel
Tel: (+) 1 817 415 3700
Fax: (+) 1 817 415 6593,
12.3.4. to TCWL shall be addressed to:
David Ross, Esq, North Acton Business Park, Wales Farm Road,
London W3 6RS, England
Tel: (+) 44 (0) 181 896 5000
Fax: (+) 44 (0) 181 896 5160
with a copy to:
Adrian Bott Esq, Olswang, 90 Long Acre, London WC2E 9TT,
England
Tel: (+) 44 (0) 171 208 8888
Fax: (+) 44 (0) 171 208 8800
12.3.5. to Guarantor shall be addressed to:
David Ross, Esq, North Acton Business Park, Wales Farm Road,
London W3 6RS, England
Tel: (+) 44 (0) 181 896 5000
Fax: (+) 44 (0) 181 896 5160
with a copy to:
Adrian Bott Esq, Olswang, 90 Long Acre, London WC2E 9TT,
England
Tel: (+) 44 (0) 171 208 8888
Fax: (+) 44 (0) 171 208 8800
or such alternative addressee(s) as the relevant Party may notify to
the other Party for this purpose.
12.4. In proving service:
12.4.1. by delivery by hand, it shall be necessary only to produce a
receipt for the
Page 11
<PAGE>
communication signed by or on behalf of the addressee;
12.4.2. by post, it shall be necessary only to prove that the
communication was contained in an envelope which was duly
addressed and posted in accordance with this Clause 12;
12.4.3. by facsimile telecopier, it shall be necessary only for the
communication or a confirmatory letter to have been delivered
by hand (or sent by international courier if to an address
outside the country of dispatch) on the same day, in which
event failure of the addressee to receive such confirmation
shall not invalidate the relevant communication deemed given
by facsimile telecopier.
12.5. Each of the Indemnified Parties hereby irrevocably appoints Seller's
Solicitors as its agent for the service of process in England in
relation to any matter arising out of this Deed.
12.6. If at any time following the date of this Deed TCWL or the Company
receives any communication intended for an Indemnified Party TCWL
shall or shall procure that the Company shall promptly forward a copy
(or if not a written communication, details) of such communication to
that Indemnified Party in accordance with Clause 12.3..
13. GENERAL
13.1. Any variation of this Deed shall be binding only if it is recorded
in a document signed by or on behalf of the Parties.
13.2. Except as expressly provided in this Deed, none of the rights or
obligations referred to in this Deed may be assigned or transferred
to any person without the prior written consent of the Parties. Any
Indemnified Party shall have the right to assign or transfer its
rights or obligations referred to in this Deed to any other
Indemnified Party without the prior written consent of the Parties
(other than the transferee).
13.3. Each Party shall pay its own costs in relation to the negotiations
leading up to the sale of the Shares and to the preparation,
execution and carrying into effect of this Deed and of all the other
documents referred to in it.
13.4. The failure of a Party to exercise or enforce any right conferred
upon it by this Deed shall not be deemed to be a waiver of any such
right or operate so as to bar the exercise or enforcement thereof at
any time or times thereafter.
13.5. This Deed shall be governed by and construed in accordance with the
Law of England and Wales, and the Parties submit to the exclusive
jurisdiction of the English Courts.
13.6. TCWL shall cease to have any liability under this Deed to any
Indemnified Party (save in respect of accrued rights) in the event
that under any insolvency,
Page 12
<PAGE>
receivership, re-organisation, liquidation or dissolution proceeding
under Court or Court appointed supervision under applicable law
including (but without limitation) the laws of any jurisdiction in
the United States of America, an order is made the effect of which is
to immediately and unconditionally remove from the board of directors
or similar management body of that Indemnified Party the right to
manage the affairs of that Indemnified Party.
IN WITNESS whereof the parties have executed this Deed as a deed under seal and
intend it to be delivered on the above date.
Page 13
<PAGE>
Annex 1
CANADA LEASES
<TABLE>
<CAPTION>
STORE PROPERTY DATE DOCUMENTS & PARTIES
NO.
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1111 77 The Merion Centre 26 November 1986 Underlease:
Leeds (1) Town Centre Securities plc
LS2 8NG (2) Tandy Corporation
16 September 1987 Licence:
(1) Town Centre Securities plc
(2) Tandy Corporation
17 September 1987 Deed of Assignment:
(1) Tandy CorporAtion
(2) Intertan Canada Ltd.
- ------------------------------------------------------------------------------------------------------
1234 5 Rhos Dhu Road 3 February 1987 Lease:
Wrexham (1) Charity - Keys Securities Ltd.
Clwyd (2) Tandy Corporation
LL1 1AT
29 March 1987 Licence to Assign:
(1) Thorn EMI Pension Trust Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
2 May 1987 Deed of Assignment:
(1) Tandy Corporation
(2) Intertan Canada Ltd.
- ------------------------------------------------------------------------------------------------------
</TABLE>
Page 14
<PAGE>
<TABLE>
<S> <C> <C> <C>
1311 57/58 Dale End 3 July 1974 Underlease:
Birmingham (1) Ravenseft Properties Ltd.
West Midlands (2) Tandy Corporation
3 July 1994 Licence
(1) Ravenseft Properties Ltd.
(2) Tandy Corporation
16 April 1987 Licence to Assign
(1) Pearl Assurance Plc
(2) Tandy Corporation
(3) Intertan Canada Ltd.
22 April 1987 Notice of Assignment
- ------------------------------------------------------------------------------------------------------------------------
1328 20 Shoplatch 17 November 1978 Lease:
Shrewsbury (1) Midland Assurance Limited
Shropshire (2) Tandy Corporation
- ------------------------------------------------------------------------------------------------------------------------
1336 38a Wulfrun Centre 22 November 1973 Underlease:
Wolverhampton (1) Highside Investments Limited
West Midlands (2) Harry Fenton Limited
- ------------------------------------------------------------------------------------------------------------------------
1514 42 The Broadway 10 February 1981 Lease:
Crouch End (1) Lanagrange Ltd.
London (2) Tandy Corporation
N8 9SU
23 April 1987 Licence:
(1) Rodenhurst Estates Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
24 April 1987 Deed of Assignment:
(1) Tandy Corporation
(2) Intertan Canada Ltd.
28 April 1987 Notice of Assignment
11 June 1996 Memorandum of Rent Review
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 15
<PAGE>
<TABLE>
<S> <C> <C> <C>
1535 7 Greenhill Street 25 October 1961 Lease:
Bedford (1) The Mayor, Aldermen & Burgesses
Beds of the Borough of Bedford
MK41 1EG (2) The Marley Tile Co. Ltd.
9 April 1962 Supplemental Lease:
(1) The Mayor, Aldermen & Burgesses
of the Borough of Bedford
(2) The Marley Tile Co. Ltd.
4 December 1980 Assignment:
(1) The Marley Tile Co. Ltd.
(2) Tandy Corporation
26 April 1985 Licence:
(1) North Bedfordshire Borough Council
(2) Tandy Corporation
30 December 1986 Licence
(1) Bedfordshire Borough Council
(2) InterTAN (U.K.) Ltd.
14 April 1987 Deed of Assignment:
(1) Tandy Corporation
(2) Intertan Canada Ltd.
22 April 1987 Notice of Assignment
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1556 217 Moulsham Street 15 May 1982 Notice of Assignment
Chelmsford
Essex. 13 October 1982 Underlease:
CH2 0LR (1) Eagle Star Insurance Co. Ltd
(2) British Bata Shoe Co. Ltd.
21 September 1984 Assignment:
(1) British Bata Shoe Co. Ltd.
(2) Tandy Corporation
24 September 1984 Licence:
(1) Eagle Star Insurance Co. Ltd.
(2) British Bata Shoe Co. Ltd.
26 September 1984 Notice of Assignment
5 May 1987 Licence to Assign:
(1) Eagle Star Insurance Co. Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
6 May 1987 Deed of Assignment:
(1) Tandy Corporation
(2) Intertan Canada Ltd.
26 October 1987 Memorandum of Rent Review
18 January 1993 Memorandum of Rent Review
14 May ???? Memorandum of Rent Review
- --------------------------------------------------------------------------------------------
1607 70 London Road 4 June 1996 Lease:
Brighton (1) The Scottish Life Assurance Co.
Sussex. (2) InterTAN UK Ltd.
BN1 4JE
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1614 1 Central Parade 18 October 1990 Lease:
Streatham High Road (1) A & R Fisher Ltd.
London (2) Intertan Canada Ltd.
SW16
28 November 1990 Licence to Assign:
(1) A & R Fisher Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
7 December 1990 Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
6 December 1995 Memorandum of Rent Review
- ------------------------------------------------------------------------------------------------------
1622 Unit 4 22 October 1979 Underlease
East Street Shopping (1) Greenhaven Securities Ltd.
Centre (2) Tandy Corporation
Southampton
SO14 3HX
1 May 1985 Memorandum of Rent Review
27 May 1986 Licence
(1) Greenhaven Securities Ltd.
(2) Tandy Corporation
23 April 1987 Licence to Assign
(1) Capital & Counties Plc
(2) Tandy Corporation
28 April 1987 Notice of Assignment
9 July 1990 Memorandum of Rent Review
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1638 69-71 High Street 23 March 1976 Underlease:
Andover (1) Rowellgrange Limited
Hants (2) Hunters Furnishings Ltd. & Sureties.
SP10 1LP
18 January 1982 Licence to Assign
(1) Sun Life Assurance Co. of Canada
(2) Tandy Corporation
22 May 1986 Memorandum of Rent Review
23 April 1987 Licence to Assign
(1) Sun Life Assurance Co. of Canada
(2) Tandy Corporation
(3) Intertan Canada Ltd.
20 August 1991 Memorandum of Rent Review
6 November 1991 Licence to Assign
(1) Sun Life Assurance Co. of Canada
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
14 November 1991 Notice of Assignment
19 August 1996 Memorandum of Rent Review
- -------------------------------------------------------------------------------------------------------------------
1640 40 The Broadway 19 November 1985 Lease:
Crawley (1) Triumph Securities Ltd.
Sussex. (2) Tandy Corporation.
RH10 1HS
14 September 1987 Licence
(1) Triumph Securities Ltd.
(2) Tandy Corporation
14 September 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
29 September 1987 Notice of Assignment
25 July 1997 Memorandum of Rent Review
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1641 77-83 Tunbridge Wells 4 September 1978 Lease:
Kent (1) S.A. Jones esq. and Mrs M.J.Jones
TN1 2QL (2) Nash's of Bexleyheath Limited
29 March 1982 Licence
(1) Jones esq. and Mrs M.J.Jones
(2) Nash's of Bexleyheath Limited
29 March 1982 Assignment
(1) Nash's of Bexleyheath Ltd.
(2) Tandy Corporation
2 April 1982 Notice of Assignment
14 January 1985 Memorandum of Rent Review
Undated but Memorandum of Rent Review
effective from
28 August 1989
2 April 1991 Licence to Assign
(1) V. L. Eyre & J. I. George
(2) Tandy Corporation
(3) InterTAN (U.K.) Ltd.
2 April 1991 Deed of Assignment
(1) Tandy Corporation
(2) InterTAN (U.K.) Ltd.
2 April 1991 Licence
(1) V. L. Eyre & J. I. George
(2) InterTAN (U.K.) Ltd.
- -------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1645 52 Kingsmead Centre 18 August 1981 Underlease:
Farnborough (1) English Property Corp. Ltd.
Surrey (2) Peters Stores Ltd.
GU14 7SL
15 January 1986 Notice of Assignment
10 November 1986 Licence
(1) English Property Corp. Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
12 May 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
29 September 1986 Assignment
(1) Peters Stores plc
(2) N.R. Lyle & I. R. Turner
(3) Tandy Corporation
25 December 1993 Memorandum of Rent Review
</TABLE>
<PAGE>
ANNEX 2
CANADA PROPERTIES
<TABLE>
<CAPTION>
STORE NUMBER LOCATION
- ------------ --------
<S> <C>
1111 Leeds - Merrion
1234 Wrexham
1311 Dale End
1328 Shrewsbury
1336 Wolverhampton
1514 Crouch End
1535 Bedford
1556 Chelmsford
1607 Brighton
1614 Streatham
1622 Southampton
1638 Andover
1640 Crawley
1641 Tunbridge Wells
1645 Farnborough
</TABLE>
<PAGE>
ANNEX 3
THE TANDY LEASES
<TABLE>
<CAPTION>
STORE PROPERTY DATE PARTIES
NO.
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1101 184-186 Shields Road 17 June 1974 Lease:
Byker (1) Armia Ltd.
Newcastle-upon-Tyne (2) Tandy Corporation
NE6 1DT
6 January 1980 Memorandum of Rent Review
31 January 1990 Memorandum of Rent Review
27 April 1995 Memorandum of Rent Review
- -------------------------------------------------------------------------------------------------------------------------
1104 4 Fawcett Street 25 March 1975 Lease:
Sunderland (1) UDS Properties Ltd.
Durham (2) Tandy Corporation
13 September 1985 Memorandum of Rent Review
1 February 1991 Memorandum of Rent Review
- -------------------------------------------------------------------------------------------------------------------------
1113 140 High Street 8 January 1969 Lease:
Scunthorpe (1) Prudential Assurance Co. Ltd.
DN15 6EN (2) S.A. & M.F. Stopper Limited.
6 May 1974 Licence to Assign
(1) Prudential Assurance Co. Ltd.
(2) S.A. & M.F. Stopper Limited.
22 April 1974 Assignment
(1) S.A. & M.F. Stopper Limited.
(2) Tandy Corporation
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1244 19 Paddock Row 26 January 1977 (1) Grosvenor Precinct (Chester) Ltd.
Grosvenor Precinct (2) A. Cunningham & M. Palumazuk
Chester trading as Messrs. Woollengers.
CH1 1ED
16 December ???? Memorandum of Rent Review
5 July 1982 Licence to Assign
(1) Grosvenor Precinct (Chester) Ltd.
(2) A.Cunningham & M. Palumazuk
trading as Messrs. Woollengers.
(3) Tandy Corporation
5 July 1982 Assignment
(1) A.Cunningham & M. Palumazuk
trading as Messrs. Woollengers
(2) Tandy Corporation
4 January 1983 (Settlement Underlease for Land at Rear)
(1) A Cunningham & M Palumazuk trading
as Messrs Wollengers
(2) Tandy Corporation.
18 April 1986 License
(1) Grosvenor Precinct (Chester) Ltd.
(2) Tandy Corporation
29 October 1986 License
(1) Grosvenor Precincts (Chester) Ltd.
(2) Tandy Corporation
25 May 1993 Memorandum of Rent Review
6 November 1996 Memorandum of Rent Review
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1351 48-52 Kingsbury Square 2 July 1974 Lease:
Aylesbury (1) Greytown Properties Ltd.
Bucks (2) Ripolin Ltd.
HP20 2JE
3 August 1981 Assignment
(1) Jacoa Decor Supplies Ltd. (formerly
Ripolin)
(2) Jacoa Ltd.
9 December 1981 Licence to Assign
(1) Ecclesiastical Insurance Office Ltd.
(2) Jacoa Decor Supplies Ltd.
(3) Jacoa Ltd.
2 October 1984 Memorandum of Rent Review
24 October 1985 Assignment
(1) Jacoa Ltd.
(2) Tandy Corporation
- ----------------------------------------------------------------------------------------------------------------------
1427 23 Churchill Way 1 June 1983 Lease:
Cardiff (1) John Hall Limited
South Glamorgan. (2) Tandy Corporation
CF1 4ME
1 June 1983 Licence
(1) John Hall Ltd.
(2) Tandy Corporation
3 June 1983 Memorandum of Rent Review
?? 1985 Licence to Assign
(1) Adare Estates Co.
(2) Tandy Corporation
(3) A.T. Computerworld Ltd.
26 March 1986 Deed of Release & Grant
(1) Tandy Corporation
(2) Adare Estates Co.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1534 4 Harben Parade 22 July 1981 Licence:
Finchley Road (1) The Mayor and Burgesses of the London
Swiss Cottage Borough of Camden
London (2) Tandy Corporation
NW3 6JP
22 July 1981 Deed of Consent to Underletting:
(1) The Mayor and Burgesses of the London
Borough of Camden
(2) McDonalds Golden Arches Restaurants Ltd.
20 November 1981 Lease:
(1) McDonalds Golden Arches Restaurants Limited
(2) Tandy Corporation
Undated: effective Memorandum of Rent Review
from 24 June 1990
- ---------------------------------------------------------------------------------------------------------------------------
1621 206 High Street 23 May 1978 Lease:
Sutton (1) The Standard Life Assurance Co.
Surrey (2) Tandy Corporation.
SM1 1NU
24 February 1984 Memorandum of Rent Review
- ---------------------------------------------------------------------------------------------------------------------------
1630 11 Market Street 11 January 1979 Lease:
Eastleigh (1) Dean Property Holdings Limited
Hants (2) Cosham Car Accessories Limited
S05 54H
2 February 1981 Assignment
(1) Cosham Car Accessories Ltd.
(2) Tandy Corporation
Undated Notice of Assignment
26 February 1981 Deed of Assignment, Change of Use & Variation
(1) Dean Property Holdings Ltd.
(2) Cosham Car Accessories Ltd
(3) Tandy Corporation
25 December 1988 Memorandum of Rent Review
</TABLE>
<PAGE>
ANNEX 4
TANDY PROPERTIES
<TABLE>
<CAPTION>
STORE NUMBER LOCATION
- ------------ --------
<S> <C>
1101 Shields Road
1104 Sunderland
1113 Scunthorpe
1244 Chester
1351 Aylesbury
1427 Churchill Way (Cardiff)
1534 Swiss Cottage
1621 Sutton
1630 Eastleigh
</TABLE>
<PAGE>
ANNEX 5
PREVIOUS TENANT LEASES
<TABLE>
<CAPTION>
STORE PROPERTY DATE PARTIES
NO.
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1102 23 Newgate Centre 8 July 1974 Underlease:
Newcastle-Upon-Tyne (1) Crossgate Properties Ltd.
NE1 5RE (2) Tandy Corporation
19 February 1985 Memorandum of Rent Review
15 September 1987 Licence to Assign:
(1) The Hammerson Property Investment &
Development Corporation Plc
(2) Tandy Corporation
(3) Intertan Canada Ltd.
Notice of Assignment
30 September 1987
Licence to Assign:
11 May 1988 (1) A. J. Lilley & B. L. Mitchell
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
Notice of Assignment
5 June 1988
Memorandum of Rent Review
11 August 1989
Memorandum of Rent Review
16 June 1995
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1117 126-128 Front Street 20 June 1974 Lease
Arnold (1) Mutley Properties (Northern) Ltd.
Nottingham (2) Tandy Corporation.
NG5 7EG
31 August 1978 Memorandum of Rent Review
2 October 1983 Agreement
(1) Mutley Properties (Northern) Ltd.
(2) Tandy Corporation
16 March 1987 Notice of Assignment
28 May 1987 Licence
(1) Mutley Properties (Northern) Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
4 June 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
9 March 1988 Licence
(1) Mutley Properties (Northern) Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
19 March 1988 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
29 September 1988 Memorandum of Rent Review
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
1121 332 High Street 1 September 1983 Lease:
Lincoln (1) Dido Securities Ltd.
LN5 7DW (2) Tandy Corporation.
1 September 1983 Licence
(1) Dido Securities Ltd.
(2) Tandy Corporation
1 February 1988 Licence to Assign
(1) Dido Securities Ltd.
(2) Tandy Corporation & Another
2 February 1988 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
4 July 1991 Deed of Rectification & Variation
(1) Dido Securities Ltd.
(2) Intertan Canada Ltd.
29 July 1991 Licence to Assign
(1) Dido Securities Ltd.
(2) Intertan Canada Ltd.
1 August 1991 Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
- --------------------------------------------------------------------------------
<PAGE>
1122 5 Church Street 24 September 1975 Lease:
York (1) The Equitable Debenture & Assets
YO1 2BG Corporation Ltd.
(2) RSC Hi-Fi Centres Ltd. And Another
Lease:
24 September 1975 (1) The Equitable Debenture & Assets
Corporation Ltd.
(2) RSC Hi-Fi Centres Ltd.
(3) Audio Fidelity Ltd.
10 November 1977 Licence
(1) The Equitable Debenture & Assets
Corporation Ltd.
(2) Realistic Sound Centres Ltd.
10 November 1977 Assignment
(1) Realistic Sound Centres
(2) Tandy Corporation
12 June 1986 Memorandum of Rent Review
3 August 1987 Licence
(1) F.R.Evans (Leeds) Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
29 January 1992 Licence to Assign
(1) F.R.Evans (Leeds) Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
27 April 1992 Licence
(1) F.R.Evans (Leeds) Ltd.
(2) InterTAN (U.K.) Ltd.
- --------------------------------------------------------------------------------
<PAGE>
1133 118-120 Linthorpe 30 September 1985 Lease:
Road (1) The Trustees of the Arthur
Middlesbrough Nathan Settlement
TS1 2JR (2) Tandy Corporation
29 April 1987 Licence to Assign
(1) The Trustees of the Arthur
Nathan Settlement
(2) Tandy Corporation
(3) Intertan Canada Ltd.
2 May 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
11 May 1987 Notice of Assignment
12 February 1991 Memorandum of Rent Review
9 April 1991 Licence to Assign
12 April 1991 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
15 April 1991 Notice of Assignment
- --------------------------------------------------------------------------------
1138 84 The Moor 9 September 1985 Underlease:
Sheffield (1) Ravenseft Properties Ltd.
South Yorkshire. (2) Tandy Corporation
S1 4PB
1 May 1987 Licence:
(1) Ravenseft Properties Ltd
(2) Tandy Corporation
(3) Intertan Canada Ltd.
5 January 1989 Licence
(1) Ravenseft Properties Ltd
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
11 January 1989 Notice of Assignment
26 July 1991 Memorandum of Rent Review
- --------------------------------------------------------------------------------
<PAGE>
1204 374-376 Woodchurch 19 May 1975 Underlease:
Road (1) Kwik Save Discount Group Plc
Prenton Birkenhead (2) Tandy Corporation
L42 8PG
18 February 1985 Memorandum of Rent Review
24 April 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
24 April 1987 Licence to Assign
(1) Kwik Save Discount Group Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
28 April 1987 Notice of Assignment
21 February 1991 Licence to Assign
(1) Kwik Save Discount Group Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
22 February 1991 Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
22 February 1991 Notice of Assignment
- --------------------------------------------------------------------------------
1209 67 High Street 26 June 1986 Lease:
Cheadle (1) Mr & Mrs W.A. Shawden
Cheshire (2) Tandy Corporation.
SK8 1BJ
11 May 1987 Licence to Assign
(1) Mr & Mrs W.A. Shawden
(2) Tandy Corporation
(3) Intertan Canada Ltd.
12 May 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
11 March 1992 Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
12 March 1992 Notice of Assignment
17 January 1996 Memorandum of Rent Review
- --------------------------------------------------------------------------------
<PAGE>
1211 12 Market Place 13 August 1986 Lease:
Crewe (1) Ravenseft Properties Ltd.
Cheshire (2) Tandy Corporation
CW1 2EG
1 May 1987 Licence
(1) Ravenseft Properties Ltd
(2) Tandy Corporation
(3) Intertan Canada Ltd.
2 May 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
13 February 1989 Licence
(1) Ravenseft Properties Ltd
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
20 February 1989 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
20 February 1989 Notice of Assignment
25 March 1991 Memorandum of Rent Review
7 January 1996 Memorandum of Rent Review
- --------------------------------------------------------------------------------
<PAGE>
1217 22-23 Central 23 May 1975 Lease
Shopping Area (1) Shearer Estates (Retail) Ltd.
Chadderton (2) Tandy Corporation
Lancs
Ol9 0LQ 29 September 1979 Memorandum of Rent Review
29 September 1984 Memorandum of Rent Review
30 September 1987 Licence to Assign:
(1) The Greater Manchester Residuary
Body
(2) Tandy Corporation
(3) Intertan Canada Ltd.
30 September 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
29 September 1989 Memorandum of Rent Review
23 March 1992 Licence to Assign
(1) Tameside Metropolitan Borough
Council
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
27 March 1992 Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
27 March 1992 Notice of Assignment
29 September 1994 Memorandum of Rent Review
<PAGE>
1221 Unit 16 East Precinct 25 March 1974 Lease:
16 Charles Street (1) Spinster Limited
Hanley Shopping (2) Tandy Corporation
Centre
Hanley 9 May 1979 Memorandum of Rent Review
Stoke on Trent
7 May 1987 Licence to Assign
(1) Febourne Properties Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
8 May 1987 Deed of Assignment
(1) Tandy Corporation
(2) InterTAN (U.K.) Ltd.
7 June 1988 Licence to Assign
(1) Febourne Properties Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
8 June 1988 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
13 June 1989 Memorandum of Rent Review
- --------------------------------------------------------------------------------
<PAGE>
1224 37 Union Street 16 May 1980 Lease:
Accrington (1) The Manchester Commercial Buildings
Lancs Co. Ltd.
BB5 1PL (2) Tandy Corporation.
21 August 1984 Deed of Variation:
(1) The Manchester Commercial Buildings
Co. Ltd.
(2) Tandy Corporation
16 March 1987 Notice of Assignment
4 January 1988 Licence to Assign
(1) The Manchester Commercial Buildings
Co. Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
4 January 1988 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
10 March 1988 Licence to Assign
(1) The Manchester Commercial Buildings
Co. Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
11 March 1988 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
29 November 1990 Memorandum of Rent Review
2 October 1991 Notice of Assignment
25 March 1994 Memorandum of Rent Review
<PAGE>
1229 32 Stamford New 25 June 1986 Underlease:
Road (1) Petros Developments (Altrincham)
Ltd.
Altrincham (2) Tandy Corporation.
WA14 1EJ
Licence
13 March 1987 (1) Petros Developments (Altrincham)
Ltd.
(2) Tandy Corporation
Licence to Assign
(1) Petros Developments (Altrincham)
Ltd.
30 April 1987 (2) Tandy Corporation
(3) Intertan Canada Ltd.
Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
1 May 1987
Licence to Assign
(1) Petros Developments (Altrincham)
Ltd.
(2) Intertan Canada Ltd.
30 September 1991 (3) InterTAN (U.K.) Ltd.
Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
2 October 1991 Memorandum of Rent Review
Memorandum of Rent Review
12 December 1995
19 January 1998
- --------------------------------------------------------------------------------
<PAGE>
1230 91 James Street 10 January 1981 Underlease:
Burnley (1) National Westminster Bank Ltd.
BB11 1PY (2) Tandy Corporation
6 August 1987 Licence to Assign
(1) Caviapen Trustees Ltd.
(acting as custodians for CAA
Superannuation Scheme
(2) Tandy Corporation
(3) Intertan Canada Ltd.
21 July 1992 Deed of Variation
(1) Caviapen Trustees Ltd
(2) Intertan Canada Ltd.
21 July 1992 Licence to Assign
(1) Caviapen Trustees Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
18 September 1992 Notice of Assignment
2 October 1992 Memorandum of Rent Review
12 December 1996 Memorandum of Rent Review
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C> <C> <C>
1232 111 Princes Street 21 November 1980 Lease:
Stockport (1) UDS Properties Ltd.
Cheshire (2) Tandy Corporation
SK1 1RQ
29 July 1986 Deed
(1) Premium Life Assurance Co. Ltd.
(2) Tandy Corporation
12 May 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
14 May 1987 Licence to Assign
(1) Peachey Property Corporation Plc
(2) Tandy Corporation
(3) Intertan Canada Ltd.
10 December 1992 Deed of Release
(1) Hammerson UK Properties
(2) Intertan Canada Ltd.
10 December 1992 Memorandum of Rent Review
20 January 1993 Licence to Assign
(1) Hammerson UK Properties Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
20 January 1993 Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
21 January 1993 Notice of Assignment
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1240 23 Princes Pavement 4 January 1979 Agreement for Lease
Birkenhead (1) Wirral Borough Council
Wirral (2) Victoria Wine Co. Ltd.
Merseyside
5 December 1981 Assignment
(1) Victoria Wine Co. Ltd.
(2) Tandy Corporation
17 May 1981 Sub-Underlease
(1) Wirral Borough Council
(2) Tandy Corporation
11 September 1987 Licence to Assign
(1) Wirral Borough Council
(2) Tandy Corporation
(3) Intertan Canada Ltd.
11 September 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
7 August 1992 Deed of Variation
(1) Wirral Borough Council
(2) Intertan Canada Ltd.
17 February 1993 Licence to Assign
(1) Legal & General Assurance Society Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
Deed of Assignment
19 February 1993 (1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
Deed of Variation
17 October 1995 (1) Legal & General Assurance Society
(2) InterTAN (U.K.) Ltd.
Lease:
17 May 1998 (1) Wirral Borough Council
(2) Tandy Corporation
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1245 17 Birley Street 3 September 1985 Lease:
Blackpool (1) Peachey Property Corporation plc.
FY1 1EG (2) Tandy Corporation.
27 November 1986 Memorandum of Rent Review
22 April 1987 Licence to Assign
(1) Peachey Property Corporation plc.
(2) Tandy Corporation
24 April 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
17 September 1992 Licence to Assign
(1) Wereldhave Property Corporation Plc
(2) Intertan Canada Ltd.
Assignment
21 September 1992 (1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
Notice of Assignment
21 September 1992
Memorandum of Rent Review
10 December 1996
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1246 45 Lune Street 14 August 1985 Lease:
Preston. (1) Legal & General Assurance Society Ltd.
PR1 2NN (2) Tandy Corporation.
Memorandum of Rent Review
10 August 1987
Licence to Assign
21 September 1987 (1) Legal & General Assurance Society Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
Licence to Assign
(1) Legal & General Assurance Society Ltd.
30 November 1992 (2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
Notice of Assignment
Memorandum of Rent Review
3 December 1992
9 June 1997
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1326 83 Warwick Street 18 November 1974 Lease:
Leamington Spa (1) The Trustees of the England Settlement
CV32 4RR (2) Tandy Corporation
Deed of Variation
13 December 1977 (1) The Trustees of the England Settlement
(2) Tandy Corporation
Memorandum of Rent Review
13 March 1981 Licence to Assign
(1) The Trustees of the England Settlement
29 June 1987 (2) Tandy Corporation
(3) Intertan Canada Ltd.
Licence to Assign
(1) The Trustees of the England Settlement
(2) Intertan Canada Ltd.
12 May 1988
Deed of Variation
(1) J.C.England, M.D.R.Worster, A.P.F.Rothman,
D.J.S.Worster.
(2) InterTAN (U.K.) Ltd.
4 February 1991
Memorandum of Rent Review
29 September 1994
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1329 101 Upper Broad Walk 26 September 1980 Lease:
Broad Marsh Centre (1) Prudential Assurance Co. Ltd
Nottingham (2) Focus on Interior Furnishings (Heanor) Ltd.
(3) Paul Adrian Cripwell
23 October 1980 Licence to Assign:
(1) Prudential Assurance Co. Ltd
(2) Focus On Interior Furnishings (Heanor) Ltd.
(3) Tandy Corporation
Deed of Assignment
3 November 1980 (1) Focus On Interior Furnishings (Heanor) Ltd.
(2) Tandy Corporation
14 December 1987 Licence to Assign
(1) Possfund Custodian Trustee Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
14 December 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
3 May 1988 Licence to Assign
(1) Possfund Custodian Trustee Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
3 May 1988 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
1 May 1995 Memorandum of Rent Review
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1330 36 Belgrave Gate 8 October 1979 Underlease
Leicester (1) Nationwide Building Society
LE1 3GP (2) Oswald Weiss.
28 August 1981 Licence to Assign
(1) Nationwide Building Society
(2) Oswald Weiss
(3) Mr. & Mrs. P.C. Mallinger
8 September 1981 Assignment
(1) Oswald Weiss
(2) Mr. & Mrs. P.C. Mallinger
8 November 1983 Supplemental Underlease
(1) Nationwide Building Society
(2) Newarke Wools Ltd.
(3) Mr & Mrs P.C. Mallinger.
8 September 1986 Licence
(1) Nationwide Building Society
(2) Newarke Wools Ltd.
(3) Tandy Corporation
(4) Mr. & Mrs. P.C. Mallinger
17 September 1986 Assignment
(1) Newarke Wools Ltd.
(2) Tandy Corporation
23 October 1986 Supplemental Underlease
(1) Nationwide Building Society
(2) Tandy Corporation
23 April 1987 Licence to Assign
(1) Nationwide Building Society
(2) Tandy Corporation
(3) Intertan Canada Ltd.
24 April 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
7 April 1989 Licence to Assign
(1) Nationwide Anglia Building Society
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
12 April 1989 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1412 13-17 Clarence Street 27 October 1984 Memorandum of Rent Review
Gloucester
GL1 1EA 30 August 1985 Underlease:
(1) Norwich Union Life Assurance Society.
(2) Tandy Corporation
Licence to Assign
27 April 1987 (1) Norwich Union Life Assurance Society
(2) Tandy Corporation
Deed of Assignment
(1) Tandy Corporation
2 May 1987 (2) Intertan Canada Ltd.
Licence to Assign
(1) Norwich Union Life Assurance Society
11 March 1991 (2) Intertan Canada Ltd.
Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
11 March 1991
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1415 9 Wood Street 18 July 1979 Lease:
Cardiff (1) Capital & Counties Property Co. Ltd.
South Glamorgan. (2) Tandy Corporation.
CF1 1EN
18 July 1979 Licence
(1) Capital & Counties Property Co. Ltd.
(2) Tandy Corporation
30 July 1985 Deed of Variation
(1) Capital & Counties Plc
(2) Tandy Corporation
Licence
(1) Capital & Counties Plc
30 July 1985 (2) Tandy Corporation
Licence to Assign
(1) Capital & Counties Plc
23 April 1987 (2) Tandy Corporation
Deed of Assignment
(1) Tandy Corporation
24 April 1987 (2) Intertan Canada Ltd.
Licence to Assign
(1) Mars Pension Trustees Ltd.
10 June 1996 (2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
Deed of Assignment
(1) Intertan Canada Ltd.
10 June 1996 (2) InterTAN (U.K.) Ltd.
Notice of Assignment
14 June 1996
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1535 7 Greenhill Street 25 October 1961 Lease
Bedford (1) The Mayor, Aldermen & Burgesses of the
Beds Borough of Bedford
MK41 1EG (2) The Marley Tile Co. Ltd.
9 April 1962 Supplemental Lease
(1) The Mayor, Aldermen & Burgesses of the
Borough of Bedford
(2) The Marley Tile Co. Ltd.
4 December 1980 Assignment
(1) The Marley Tile Co. Ltd
(2) Tandy Corporation
26 April 1985 Licence
(1) North Bedfordshire Borough Council
(2) Tandy Corporation
30 December 1986 Licence
(1) Bedfordshire Borough Council
(2) InterTAN (U.K.) Ltd.
14 April 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
22 April 1987 Notice of Assignment
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1541 65 Southernhay 8 June 1981 Underlease:
Basildon (1) Ravenseft Properties Limited
Essex (2) Tandy Corporation
SS14 1EU
22 September 1986 Deed of Rent Review
(1) Ravenseft Properties Ltd.
(2) Tandy Corporation
4 June 1987 Licence to Assign
(1) Ravenseft Properties Ltd
(2) Tandy Corporation
(3) Intertan Canada Ltd.
5 June 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
14 July 1988 Licence to Assign
(1) Ravenseft Properties Ltd
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
15 July 1988 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
11 November 1991 Memorandum of Rent Review
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1550 1 Quadrant House 24 September 1981 Lease:
The Quadrant (1) Property Growth Assurance Co. Ltd.
Richmond (2) Tandy Corporation
Surrey
TW9 1DT 17 November 1983 Deed of Variation
(1) Property Growth Assurance Co. Ltd
(2) Tandy Corporation
4 December 1986 Memorandum of Rent Review
11 September 1987 Licence
(1) Bristol & West Building Society
(2) Tandy Corporation
14 September 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
6 October 1987 Notice of Assignment
8 April 1992 Memorandum of Rent Review
2 November 1992 Licence to Assign
(1) Bristol & West Building Society
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
4 November 1992 Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
4 November 1992 Notice of Assignment
4 November 1992 Memorandum of Rent Review
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1559 10 East Walk 4 December 1985 Lease:
The High (1) Courtenay Investments Ltd.
Harlow (2) Tandy Corporation
Essex
CH20 1JH 19 June 1987 Licence to Assign
(1) Courtenay Investments Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
19 June 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
17 August 1987 Memorandum of Rent Review
12 April 1988 Licence to Assign
(1) Courtenay Investments Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
12 April 1988 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
1 September 1994 Memorandum of Rent Review
14 April 1997 Memorandum of Rent Review
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1638 69-71 High Street 23 March 1976 Underlease:
Andover (1) Rowellgrange Limited
Hants (2) Hunters Furnishings Ltd. & Sureties.
SP10 1LP
18 January 1982 Licence to Assign
(1) Sun Life Assurance Co. of Canada
(2) Tandy Corporation
22 May 1986 Memorandum of Rent Review
23 April 1987 Licence to Assign
(1) Sun Life Assurance Co. of Canada
(2) Tandy Corporation
(3) Intertan Canada Ltd.
20 August 1991 Memorandum of Rent Review
6 November 1991 Licence to Assign
(1) Sun Life Assurance Co. of Canada
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
14 November 1991 Notice of Assignment
19 August 1996 Memorandum of Rent Review
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1639 Unit 78 Osborne Hall 3 December 1986 Underlease
Fareham (1) The Standard Life Assurance Co.
Hants (2) Tandy Corporation.
PO16 0PW
17 June 1987 Memorandum of Rent Review
7 December 1987 Licence to Assign
(1) The Standard Life Assurance Co.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
7 December 1987 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
6 April 1989 Licence
(1) The Standard Life Assurance Co.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
13 April 1989 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
13 April 1989 Notice of Assignment
20 July 1992 Memorandum of Rent Review
18 November 1997 Memorandum of Rent Review
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
4596 69 High Street 23 September 1985 Underlease
Hounslow (1) Sun Life Assurance Society Plc.
London (2) Tandy Corporation.
18 August 1986 Licence
(1) Sun Life Assurance Society Plc
(2) Tandy Corporation
20 January 1988 Licence to Assign
(1) Sun Life Assurance Society Plc
(2) Tandy Corporation
(3) Intertan Canada Ltd.
20 January 1988 Deed of Assignment
(1) Tandy Corporation
(2) Intertan Canada Ltd.
2 August 1988 Licence to Assign
(1) Sun Life Assurance Society Plc
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
2 August 1988 Deed of Assignment
(1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
18 February 1996 Memorandum of Rent Review
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
4649 Unit 215/216 19 December 1986 Lease
Stoneborough (1) The Prudential Assurance Co. Ltd.
Chequers Centre (2) Shell Pensions Trust Ltd.
Maidstone (3) Tandy Corporation.
Kent
28 January 1988 Licence & Deed of Covenant
(1) The Prudential Assurance Co. Ltd.
(2) Shell Pensions Trust Ltd
(3) Tandy Corporation
(4) Intertan Canada Ltd.
7 April 1989 Licence & Deed of Covenant
(1) The Prudential Assurance Co. Ltd.
(2) Shell Pensions Trust Ltd
(3) Tandy Corporation
(4) Intertan Canada Ltd.
8 June 1992 Memorandum of Rent Review
23 May 1997 Licence
(1) The Prudential Assurance Co. Ltd
(2) Shell Pensions Trust Ltd.
(3) InterTAN (U.K.) Ltd.
23 May 1997 Supplemental Lease
(1) The Prudential Assurance Co. Ltd.
(2) Shell Pensions Trust Ltd
(3) InterTAN (U.K.) Ltd.
5 August 1997 Memorandum of Rent Review
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
4643 233 Commercial Road 17 January 1985 Lease:
Portsmouth (1) The Prudential Assurance Company Ltd.
Hampshire (2) Black Camping and Leisure Ltd.
Licence to Assign
27 March 1986 (1) The Prudential Assurance Co. Ltd.
(2) Black Camping & Leisure Ltd
Assignment
30 April 1986 (1) Blacks Camping & Leisure Ltd.
(2) Tandy Corporation
Licence & Deed of Covenant
31 July 1987 (1) The Prudential Assurance Co. Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
Deed of Assignment
3 August 1987 (1) Tandy Corporation
(2) Intertan Canada Ltd.
Licence to Assign
22 May 1989 (1) Sheraton U.K. Ltd
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
Deed of Assignment
24 May 1989 (1) Intertan Canada Ltd.
(2) InterTAN (U.K.) Ltd.
Memorandum of Rent Review
10 April 1995
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
4205 36 Bridge Street 1 April 1982 Lease:
St. Helens (1) Star (Great Britain) Holdings Ltd.
Lancaster (2) Tandy Corporation
25 December 1986 Memorandum of Rent Review
22 June 1987 Licence & Deed of Covenant
(1) Urban Commercial Properties Ltd.
(2) Tandy Corporation
(3) Intertan Canada Ltd.
25 July 1989 Licence & Deed of Covenant
(1) Urban Commercial Properties Ltd.
(2) Intertan Canada Ltd.
(3) InterTAN (U.K.) Ltd.
19 December 1991 Memorandum of Rent Review
17 April 1997 Memorandum of Rent Review
</TABLE>
<PAGE>
Annex 6
PREVIOUS TENANT PROPERTIES
Store Number LOCATION
------------ --------
1102 Newcastle-Upon-Tyne
1117 Arnold
1121 Lincoln
1122 York
1133 Middlesbrough
1138 Sheffield
1204 Prenton
1209 Cheadle
1211 Crewe
1217 Chadderton
1221 Hanley
1224 Accrington
1229 Altrincham
1230 Burnley
1232 Stockport
1240 Birkenhead
1245 Blackpool
1246 Preston.
1326 Leamington Spa
1329 Broad Marsh
1330 Leicester
1412 Gloucester
1415 Cardiff
1535 Bedford
1541 Basildon
1550 Richmond
1559 Harlow
1638 Andover
1639 Fareham
4596 Hounslow
4649 Maidstone
4643 Portsmouth
4205 St. Helens
<PAGE>
Annex 7
INDEMNIFIED GUARANTEES
<TABLE>
<CAPTION>
STORE Property DATE PARTIES
NO.
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
1148 Unit 18 Pavement 14 May 1992 Sub-Underlease:
Centre (1) Chesterfield Borough Council
Chesterfield (2) InterTAN UK Limited
S40 6BS (3) InterTAN Inc.
9 June 1993 Memorandum of Rent Review
- ----------------------------------------------------------------------------------------
1361 18 Market Place 24 November 1988 Lease
Loughborough (1) Standard Life Investment Funds Ltd.
Leics (2) InterTAN UK Ltd.
LE11 3EB (3) InterTAN Inc.
Undated Deed of Release & Grant of Right of
Way
(1) The Council of the Borough of Charnwood
(2) Standard Life Investment Funds Ltd.
- ----------------------------------------------------------------------------------------
1428 21 East Street 18 March 1986 Lease:
Taunton (1) Imperial Life Assurance Co. of Canada
Somerset (2) Holland & Barrett (Franchising) Ltd.
TA1 3CP
Licence to Assign
11 July 1988 (1) Imperial Trident Life Ltd.
(2) Holland & Barrett (Franchising) Ltd.
(3) InterTAN (U.K.) Ltd.
(4) Intertan Inc.
Memorandum of Rent Review
6 May 1997
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
1429 2 Frederick Place 26 July 1988 Lease:
The Quedam Centre (1) The Standard Life Assurance Co Ltd.
Yeovil (2) Booker Health Foods Ltd.
Somerset
BA20 1LD
Licence
26 July 1988 (1) The Standard Life Assurance Co Ltd.
(2) Booker Health Foods Ltd.
Licence to Assign & Deed of Variation
(1) The Standard Life Assurance Co Ltd.
1 August 1988 (2) Booker Health Foods Ltd.
(3) InterTAN (U.K.) Ltd.
(4) Intertan Inc.
Assignment
(1) Booker Health Foods Ltd.
(2) InterTAN (U.K.) Ltd.
12 August 1988
Notice of Assignment
19 August 1988
- --------------------------------------------------------------------------------
<PAGE>
1570 14 High Road 31 October 1986 Lease:
Wood Green (1) Provident Financial Group
London plc
N22 6BX (2) Cullen's Stores plc
31 October 1986 Licence
(1) Provident Financial Group
plc
(2) Cullen's Stores plc
2 September 1988 Licence
(1) I.H.Carrim & E. Carrim
(2) Cullen's Stores Plc
(3) InterTAN (U.K.) Ltd.
2 September 1988 Licence & Deed of Variation
(1) Provident Financial Group
plc
(2) Cullen's Stores plc
(3) InterTAN (U.K.) Ltd.
(4) Intertan Inc.
21 September 1988 Assignment
(1) Cullen's Stores Plc
(2) InterTAN (U.K.) Ltd.
8 June 1995 Memorandum of Rent Review
- -------------------------------------------------------------------------------
1571 Unit 15 10 October 1990 Lease:
Kingsland Shopping (1) College Estate Ltd.
Centre (2) InterTAN UK Ltd.
London (3) InterTAN Inc.
E8 2LX
22 May 1995 Memorandum of Rent Review
- -------------------------------------------------------------------------------
1819 33 Bridgegate 4 October 1988 (1) Vico Properties (Scotland)
Irvine Ltd.
(2) InterTAN(U.K.) Ltd.
(3) InterTAN Inc.
20 January 1989 (1) J. Leon & Co. Ltd.
(2) InterTAN (U.K.) Ltd.
(3) InterTAN Inc.
- --------------------------------------------------------------------------------
<PAGE>
Annex 8
EVENT OF DEFAULT
14. The Company ceases carrying on its business or a material part of its
business other than as a result of a disposal of that business or that
material part to a Permitted Company.
15. Any judgement or judgements or order or orders for the payment of money or
money's worth in an amount or value in aggregate not less than
(Pounds)50,000 made against the Company is not complied with within 14 days
or any execution or distress is levied or enforced on any assets of the
Company and is not discharged within seven days;
16. The Company stops payment of its debts or agrees to declare a moratorium or
becomes or is deemed under Section 123(1)(e) or 123(2) of the Insolvency
Act 1986 to be unable to pay its debts;
17. Any event of default (as defined in or pursuant to the relevant agreement)
occurs in relation to the Company pursuant to the terms of any agreement
relating to any money borrowed by the Company and the lender of any such
money asserts that any such money has become due for repayment prior to its
normal maturity date by reason of the Company's default or the Company's
insolvency;
18. The Company enters into any agreement, composition or arrangement with its
creditors generally, or any class of its creditors, or takes any steps
with a view to entering into any such agreement, composition or arrangement
or any steps are taken with a view to the Company entering into a voluntary
arrangement under any statute dealing with insolvency or the protection of
debtors unless the purpose and effect of such action is that the rights,
assets, liabilities and obligations of the Company are assumed by a
Permitted Company;
19. Any security holder enters into possession or otherwise takes steps to
enforce its security over any assets of the Company;
20. An order is made or a resolution (not being a resolution relating to a
winding up as part of a solvent reconstruction or amalgamation under which
the rights, assets, liabilities and obligations of the Company are assumed
by a Permitted Company) is passed or proceedings or steps are taken for
appointing an administrator of or for the winding-up of the Company or a
notice is issued convening a meeting to pass such a resolution;
21. Any receiver is appointed over all or any of the assets of the Company, or
any steps are taken toward the appointment of such a receiver;
22. Any event similar to or analogous to any of the foregoing occurs in
relation to the Company under the laws of any jurisdiction;
<PAGE>
23. The Company disposes of all or the major part of its business other than to
a Permitted Company
24. The Company or following a disposal to a Permitted Company as contemplated
by Paragraph 23, that assignee company ceases to be a Permitted Company.
<PAGE>
Executed as a Deed under Seal by )
INTERTAN, INC )
Executed as a Deed under Seal by )
TANDY CORPORATION )
Executed as a Deed under Seal by )
INTERTAN CANADA LIMITED )
Executed as a Deed under Seal by )
THE CARPHONE )
WAREHOUSE LIMITED )
Director
Director/Secretary
<PAGE>
Executed as a Deed under Seal by )
WORLDWIDE )
TELECOMMUNICATIONS )
LIMITED )
Director
Director/Secretary
<PAGE>
EXHIBIT 10.2
Tax Deed
THIS DEED is made on 23 January 1999
BETWEEN:
(1) INTERTAN, INC., a corporation organised under the laws of the State of
Delaware, USA and having its principal offices at 201 Main Street, Suite
1805, Fort Worth, Texas, 76102, USA. ("Seller") and
(2) BEHEER-EN BELEGGINGSMAATSCHAPPIJ ANTIKA B.V. a company registered in the
Netherlands and of which the registered office is at Koningslaan 34,
1705 AD Amsterdam ("Buyer")
1. INTRODUCTION
1.1 By an agreement (the "Agreement") dated the date of this Deed and made
between (1) Seller and (2) Buyer, Buyer agreed to purchase the Shares
(as defined in the Agreement).
1.2 Clause 6.2. of the Agreement provides that Seller will deliver today a
duly executed deed in this form.
2. DEFINITIONS AND INTERPRETATION
2.1 In this Deed expressions defined in the Agreement shall bear the same
meanings unless the context otherwise requires or unless they are
expressly given different meanings.
2.2 In this Deed unless the context otherwise requires:
WORD MEANING
"Balance Sheet Date" means 30 June 1998;
"Claim" includes any notice, assessment,
letter or other document issued,
or action taken, by or on behalf
of the Revenue or any other
governmental or statutory
authority, body or official,
whether of the United Kingdom or
elsewhere, whereby the Company
is or may be placed under a
liability to Taxation;
1
<PAGE>
"Company" means InterTAN UK Limited number
2191786;
"event" includes any act, omission,
transaction or circumstance
(including any of such matters
provided for under the
Agreement) or where the Company
is deprived of or required to
set off, any relief which would
otherwise be available to the
Company and references to an
event occurring on or before
Closing include a series or
combination of events one or
more of which occurred on or
before Closing;
"Relief" includes any loss, allowance,
exemption, set-off, credit or
deduction relevant to the
computation of any Taxation or
right to repayment of Taxation;
and
"Taxation" or "Tax" means all forms of taxation,
duties (including stamp duty and
all duties of Customs & Excise),
levies, imposts, charges,
withholdings, national insurance
and other contributions, rates
and PAYE liabilities (including
any related or incidental
penalty, fine, interest or
surcharge) whenever created or
imposed and whether of the
United Kingdom or elsewhere.
2.3 In this Deed references to a "liability to Taxation" include, subject
to Clause 0, not only a liability to make any payment or increased
payment in respect of Tax but also:
2.3.1 the loss or the use or set off of any Relief which has been
taken into account in computing, or in obviating the need for,
any provision for Tax or deferred Tax in the Accounts or which
was reflected or shown as an asset in the Accounts;
2.3.2 the use or set off of any Relief which arises in respect of an
event occurring or period ending after Closing where the use or
set off of that Relief has the effect of reducing or
eliminating any liability to Taxation which would otherwise
have given rise to a claim;
2.3.3 any payment by the Company for group relief or for the
surrender of advance corporation tax or for a transferred tax
refund or any repayment by the Company of a payment for group
relief or for the surrender of advance corporation tax or for a
transferred tax refund; and
2.3.4 the enforcement or exercise of any mortgage or charge or power
of sale over any of the Shares or over any of the assets of the
Company in connection with the payment of any Taxation;
2
<PAGE>
PROVIDED THAT:
2.3.5 in any case falling within Clause 2.3.1 above, where the Relief
lost, used or set off would have operated as a deduction from
gross income, profits or gains, the liability to Taxation shall
be treated as being equal to the amount of the Relief
multiplied by the rate of corporation tax in force at the date
when it is lost used or set off;
2.3.6 in any other case falling within Clause 2.3.1 the liability to
Taxation shall be treated as being equal to the amount of the
Relief lost, used or set off;
2.3.7 in any case falling within Clause 2.3.2 above, the liability to
Taxation shall be treated as being equal to the amount of Tax
saved as a consequence of the application of the Relief;
2.3.8 in any case falling within Clause 2.3.3 above, the liability to
Taxation shall be treated as being equal to the amount of the
payment required to be paid or repaid; and
2.3.9 in any case falling within Clause 2.3.4 above, the liability to
Taxation shall be treated as being equal to the amount of Tax
which is or is liable to be paid out of the proceeds of
enforcement or exercise of the mortgage, charge or power of
sale together with the amount of any costs or expenses incurred
in connection with such enforcement or exercise which are
liable to be paid out of these proceeds.
2.4 The covenants contained in this Deed shall be construed as separate
and independent and none of them shall be affected or restricted one
by any other except to the extent that any payment made by Seller and
received by Buyer in respect of one covenant shall discharge the same
liability under the other covenants which shall arise out of the same
subject matter.
3. COVENANTS
3.1 Seller covenants with Buyer to pay to Buyer an amount equal to:
3.1.1 any liability to Taxation of the Company in respect of, by
reference to or in consequence of either any income, profits or
------
gains earned, accrued or received or deemed to have been or
treated as or regarded as earned, accrued or received on or
before Closing; and/or any event which occurred or is deemed to
------
have occurred on or before Closing;
3.1.2 any liability to Taxation of the Company for which it is not
primarily liable in respect of, by reference to or in
consequence of any event which occurred or is deemed to have
occurred on or before Closing;
3.1.3 any Taxation arising in respect of or in connection with any
amounts paid or
3
<PAGE>
payable pursuant to or otherwise in connection with the
Agreement or this Deed (including any breach thereof); and
3.1.4 all reasonable costs and expenses incurred by Buyer in
enforcing the provisions of this Deed.
3.2 All sums payable by Seller under the covenants contained in this Deed
shall be paid free and clear of all deductions or withholdings or
rights of counterclaim or set-off unless the deduction or withholding
is required by law.
3.3 If Seller is required by law to make any deduction or withholding from
any payment under this Deed or the Agreement, the sum due from Seller
in respect of such payment shall be increased to the extent necessary
to ensure that after the making of such deduction or withholding Buyer
receives and retains a net sum equal to the sum it would have received
had no deduction or withholding been required to be made.
3.4 In the event that any sum paid to Buyer pursuant to this Deed or the
Agreement is or will be chargeable to Tax Seller shall be obliged to
pay such further sum as will, after payment of the Tax leave a sum
equal to the amount that would otherwise have been payable if Tax had
not been so chargeable.
4. EXCLUSIONS
4.1 The covenants in clause 0 shall not apply to any liability to Taxation
to the extent that:
4.1.1 specific provisions, allowance or reserve in respect of such
Taxation was made in the Accounts; or
4.1.2 the Company is liable to corporation tax in respect of actual
income, profits or gains of the Company arising in the ordinary
and normal course of business in the period from the Balance
Sheet Date to Closing which have been retained by the Company
at Closing; or
4.1.3 it shall arise in respect of VAT on any supply made and imports
received by the Company in the ordinary course of its business
in respect of a prescribed VAT return period ending after the
Balance Sheet Date for which a valid VAT invoice has been
issued and for which the Company has made full provision in its
accounting records and the said VAT has been collected but the
time to account for it has not yet arisen; or
4.1.4 it shall arise in respect of PAYE or employee's national
insurance contributions in respect of payments made in the
ordinary course of the Company's business in a period ending
after the Balance Sheet Date and for which the Company has kept
accurate and complete deductions working sheets and the time to
account and pay such amounts has not
4
<PAGE>
yet arisen and for which liability the Company has made full
provision in its accounting records; or
4.1.5 which would not have arisen but for, or any provision, reserve,
or allowance in the Accounts for any liability of the Company
which is the subject matter of such liability to Taxation being
insufficient by reason of, any retrospective change in
legislation (including without limitation any increase in rates
of Taxation) or in the published practice of any Taxing
Authority (in the UK or elsewhere) coming into force after
Closing and not announced before Closing; or
4.1.6 such liability to Taxation arises by virtue of any change in
the bases upon which the accounts of the Company after Closing
are prepared and/or in the policies or practice adopted in the
preparation of such accounts provided that the previous bases
or policies or practices were in accordance with generally
accepted accounting principles; or
4.1.7 which would not have arisen but for a voluntary act, omission
or transaction carried out by the Company or Buyer or any of
their directors, employees or agents on or after Closing
otherwise than in the ordinary and normal course of the
Company's business as presently carried on which the Buyer knew
or ought to have known would give rise to the liability in
question.
4.1.8 such liability arises by reason of the crystallisation after
closing of chargeable gains previously rolled over under s152
et seq Taxation of Chargeable Gains Act 1992 provided that such
liability is, or is capable of being, offset by the use of a
Relief (other than (i) a Relief within clause 0 or (ii) a
Relief which gives rise to an obligation on the Buyer to make a
payment of Deferred Consideration, in which case the covenants
in clause 0 shall be limited only to the extent that a
liability to make such payment of Deferred Consideration
arises).
4.2 For the purposes of clause 0 none of the following shall be regarded
as occurring in the ordinary and normal course of business or trading
of the Company:
4.2.1 an event giving rise to a liability under Part XVII Taxes Act;
4.2.2 a distribution within the meaning given by Section 209 or 418
Taxes Act;
4.2.3 an acquisition, disposal or supply or deemed acquisition
disposal or supply of assets, goods, services or business
facilities of any kind (including a loan of money or a letting,
hiring or licensing of tangible or intangible property) for a
consideration which is treated for Taxation purposes as
different from the actual consideration;
4.2.4 an event which results in the Company being liable for Taxation
for which it is not primarily liable;
5
<PAGE>
4.2.5 an event in respect of which Taxation arises as a result of a
failure by the Company to deduct, withhold or account for
Taxation; and
4.2.6 any disposal of capital assets in excess of (Pounds)100,000.
5. FURTHER LIMITATIONS
Clause 6 of the Agreement shall have effect to the extent it is stated in
the Agreement to apply to this Deed.
6. DATE FOR PAYMENT
6.1 Seller shall make payments to Buyer in cleared funds in respect of its
obligations under this Deed not later than on the following dates:
6.1.1 where a Claim represents Taxation to be borne by the Company
but which has not yet become due, Seller shall make the payment
in respect of that Claim (or so much thereof as represents that
Taxation) one working day before the last date upon which
payment of that Taxation is due;
6.1.2 where a Claim consists of the loss of a right to repayment of
Taxation, Seller shall make the payment in respect of that
Claim (or so much thereof as represents that loss) on the later
of the date on which that repayment would otherwise have become
due or 5 working days after notification by Buyer; and
6.1.3 in any other case, Seller shall make the payment 5 working days
after the date on which a notice containing a written demand
for the amount of the payment required to be made is delivered
to Seller.
6.2 If any payment required to be made by Seller under this Deed is not
made by the due date for payment, that payment shall carry interest
from the due date of payment until actual payment (as well after
judgement as before) at the rate of 2 per cent above the base rate
from time to time of Lloyds Bank Plc.
7. CONDUCT OF CLAIMS
7.1 Buyer shall or shall procure that notice is given to Seller as soon as
reasonably practicable after it shall become aware of any claim which
may be made pursuant to this Deed and in any event 15 days before the
expiry of any deadline for lodging an appeal.
7.2 Buyer shall (and it shall procure that the Company shall) take such
action and provide such information and documentation as Seller may
reasonably request to avoid, dispute, resist, appeal compromise or
defend any claim and any adjudication in respect thereof (a "dispute")
subject to Buyer and the
6
<PAGE>
Company being indemnified and secured to Buyer's reasonable
satisfaction by Seller against the liability to Taxation and all
losses, costs, expenses, damages, interest, penalties and surcharges
thereby incurred. Buyer shall account to Seller for any sum so
recovered (net of Taxation) (if any) on such sum and any costs of
recovery borne by Buyer) up to an amount not exceeding the amount paid
by Seller under clause 0 in respect of the liability in question.
7.3 If Seller does not request Buyer to take any such action within thirty
days of the notice to Seller which should be in writing, Buyer or the
Company shall (without prejudice to their rights under this Deed) be
free to pay or settle the claim on such terms as they may in their
absolute discretion think fit.
7.4 Subject to the above, any dispute relating to a liability to Taxation
shall be conducted by Seller but:
7.4.1 Seller shall keep Buyer fully informed of all relevant matters
and shall promptly forward or procure to be forwarded to Buyer
copies of all relevant correspondence and other relevant
material information and documentation;
7.4.2 all communications relating to the dispute which are to be
transmitted to a Taxing Authority shall first be submitted to
the Company or Buyer for approval and shall only be finally
transmitted if such approval is given, such approval not to be
unreasonably withheld or delayed;
7.4.3 the appointment of solicitors or other professional advisers
shall be subject to the prior written approval of Buyer, such
approval not to be unreasonably withheld or delayed; and
7.4.4 If Buyer shall reasonably and in good faith consider that the
dispute would be materially prejudicial to its relationship
with any Taxing Authority or that of the Company Seller shall
not proceed with the conduct of the dispute unless and until
the parties concerned are advised by leading tax counsel that
Seller will on a balance of probabilities succeed in the
proposed conduct of the dispute. Such leading tax counsel shall
be selected by Seller with the agreement of Buyer and shall be
instructed jointly but his fees paid by Seller.
8. TAX PROVISIONS
8.1 The amount of Seller's liability under the Agreement and this Deed
shall be reduced by the amount (if any) by which any provision for any
liability to Taxation in the Accounts shall at the date of such claim
be confirmed by the Auditors at the request of any party to be an
over-provision; and to the extent that any such over-provision shall
be so taken into account it shall not thereafter be regarded as an
over-provision or under-statement in the Accounts.
8.2 If Seller shall have paid any amount under the Agreement and/or this
Deed and
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subsequently the amount of any provision in the Accounts shall be
confirmed by the Auditors at the request of any party to be shown to
have been an over-provision, the Company shall repay to Seller an
amount equal to the lesser of:-
8.2.1 such payment; and
8.2.2 the amount over-provided and the amount of any relevant over-
provision shall thereafter for the purposes of this Clause be
treated as reduced by the amount of such repayment.
8.3 If Buyer shall discover that there has been such an over-provision or
under-statement it shall as soon as reasonably practicable give to
Seller such material details of it of which Buyer shall be aware, as
soon as possible together with such other relevant information as
Seller shall reasonably request for the purposes of determining the
extent of such over-provision or under-statement.
9. RECOVERY
9.1 If the Company or Buyer shall be or become entitled to recover from
any person (including, without limitation, a Taxing Authority) any sum
in respect of any matter to which this Deed relates, Buyer shall (and
it shall procure that the Company shall) take such action as Seller
shall reasonably request to enforce such recovery against the person
in question and assign any such rights of reimbursement to Seller in
such form as it shall request.
9.2 Any such action shall be at the expense of Seller and, if required by
Buyer, Seller shall indemnify and secure (to Buyer's reasonable
satisfaction) Buyer and the Company against all reasonable and proper
costs or expenses which may thereby be incurred.
9.3 Buyer shall (or shall procure that the Company shall) account to
Seller within five business days of receipt of any sum so recovered
(including any interest or repayment supplement paid by such person on
such sum but after deduction of any costs of recovery and any Tax on
the amount recovered) up to an amount not exceeding any amount paid by
Seller to Buyer for the Company under Clause 0 in respect of the same
matter.
10. RELIEFS AND CORRESPONDING SAVINGS
10.1 Where an amount of Taxation paid or payable by the Company has
resulted in a Relief which would not otherwise have arisen (a
"Relevant Relief"), Buyer shall:-
10.1.1 procure that the Company shall so far as possible utilise such
Relevant Relief; and
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10.1.2 (if Seller shall have made any payment in respect of such
amount of Taxation pursuant to this Deed) repay to Seller an
amount equal to the reduction in the Company's liability to
Taxation as a result of the utilisation of the Relevant Relief
(or, if less, the payment made by Seller).
10.2 Any repayment required to be made under Clause 0 shall be made 3
business days prior to the date on which the Company would have been
liable to make a payment of Taxation but for the Relevant Relief.
10.3 Seller shall be entitled to require and Buyer shall procure that the
Company's auditors shall (at the expense of Seller) certify the amount
of any payment due under this clause.
11. REDUCTION OF PURCHASE PRICE
Any amounts payable pursuant to this Deed shall be deemed to constitute a
reduction in the Consideration.
12. BUYER'S FURTHER OBLIGATIONS
Buyer shall preserve and shall procure that the Company preserves all
documents, records, correspondence, accounts and other information
whatsoever in respect of or which may be relevant for the purposes of
determining the liability of the company to Taxation until such time as
Seller shall cease to have any liability or contingent liability under this
Deed.
13. WAIVER
No delay of Buyer in exercising any rights under this Deed shall prejudice
such rights or be construed as a waiver or partial waiver of such rights,
nor shall it exclude the further exercise of such rights.
14. LAW
This Deed shall be governed by and construed in all respect in accordance
with English law and the parties agree to submit to the non-exclusive
jurisdiction of the English Courts.
15. NOTICES
The provisions of clause 15 of the Agreement shall apply equally to this
Deed.
IN WITNESS WHEREOF this document has been executed as a Deed under Seal and the
Parties intend it to be delivered on the above date.
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Signed as a deed )
by INTERTAN, INC. )
in the presence of: )
Signed as a deed )
by BEHEER-EN )
BELEGGINGSMAATSCHAPPIJ )
ANTIKA B.V )
in the presence of: )
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