-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C+DGBEHW544O4D8kyRvAIwpBGkYGkqfY7W2urCfQjGYw90jCcBOEADjvEE2HB/yV 3lA7LHNCeFPk4QATjAHHFA== 0000930661-99-000282.txt : 19990217 0000930661-99-000282.hdr.sgml : 19990217 ACCESSION NUMBER: 0000930661-99-000282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERTAN INC CENTRAL INDEX KEY: 0000803227 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 752130875 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10062 FILM NUMBER: 99542782 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET SUITE 1805 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173489701 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 1805 CITY: FORT WORTH STATE: TX ZIP: 76102 8-K 1 FORM 8-K 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 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 InterTAN, Inc. Pro Forma Consolidated Statements of Operations For the Six Months Ended December 31, 1998 - -------------------------------------------------------------------------------- (In thousands, except per share data)
Historical Historical InterTAN Pro Forma Consolidated UK Limited (1) Consolidated ----------------- ------------------ ----------------- 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
The accompanying notes are an integral part of these pro forma consolidated financial statements. 3 InterTAN, Inc. Pro Forma Consolidated Statements of Operations For the Year Ended June 30, 1998 - -------------------------------------------------------------------------------- (In thousands, except per share data)
Historical Historical InterTAN UK Pro Forma Consolidated Limited(1) Consolidated ------------------ --------------- ----------------- 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
The accompanying notes are an integral part of these pro forma consolidated financial statements. 4 InterTAN, Inc. Pro Forma Balance Sheet December 31, 1998 - -------------------------------------------------------------------------------- (In thousands)
Historical Pro Forma Pro Form Consolidated Adjustments Consolidated -------------------------------------------------------------- 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 ==============================================================
The accompanying notes are an integral part of these pro forma consolidated financial statements. 5 (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 (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 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 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. EX-2.1 2 SHARE SALE AGREEMENT 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; "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; "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; "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; "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; "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. 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:- 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 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; (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. 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 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; 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 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 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 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. 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: 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 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 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. 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 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 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 Schedule 2 THE PROPERTIES
- ------------------------------------------------------------------------------------------------------------------------------------ STORE NO. LOCATION STORE ADDRESS RETAIL SQ. OFFICE SQ. TOTAL SQ. REPORT/ TOTAL SQ. --------- ------- --------- FT FT FT CERTIFICATE FT. -- ----------- OF TITLE? --------- - ------------------------------------------------------------------------------------------------------------------------------------ 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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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)
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
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
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
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
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
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)
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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 -----------------------
- ------------------------------------------------------------------------------------------- STORE NO. LOCATION STORE ADDRESS - ------------------------------------------------------------------------------------------- 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
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
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
LIST OF SURRENDERED STORES --------------------------
- ------------------------------------------------------------------------------------------ STORE NO. LOCATION ADDRESS --------- -------- ------- - ------------------------------------------------------------------------------------------ 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
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
LIST OF EXPIRED LEASE STORES ---------------------------- - ------------------------------------------------------------------------------------------ STORE NO. LOCATION ADDRESS CERTIFICATE OF TITLE? - ------------------------------------------------------------------------------------------
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
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
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
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 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. 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. 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. 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; 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; 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; "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 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 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 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 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 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. 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. 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. 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. 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; 84 (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 85 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 86 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. 87 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. 88 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 89 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 90 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: 91 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 92 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 93 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 94 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 95 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 96 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 97 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 98 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. 99 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. 100 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 2. INFORMATION - -- ----------- No Documents 117 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 3.25 Management Reports of the Company for the period ending December 31 1998 119 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 EX-10.1 3 DEED OF INDEMNITY 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 "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 "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 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 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 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 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 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 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 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 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 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 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 Annex 1 CANADA LEASES
STORE PROPERTY DATE DOCUMENTS & PARTIES NO. - ------------------------------------------------------------------------------------------------------ 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. - ------------------------------------------------------------------------------------------------------
Page 14 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 - ------------------------------------------------------------------------------------------------------------------------
Page 15 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
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 - --------------------------------------------------------------------------------------------
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 - ------------------------------------------------------------------------------------------------------
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 - -------------------------------------------------------------------------------------------------------------------
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. - -------------------------------------------------------------------------------------------------------
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
ANNEX 2 CANADA PROPERTIES
STORE NUMBER LOCATION - ------------ -------- 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
ANNEX 3 THE TANDY LEASES
STORE PROPERTY DATE PARTIES NO. - ------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------
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 - ---------------------------------------------------------------------------------------------------------------------
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. - ----------------------------------------------------------------------------------------------------------------------
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
ANNEX 4 TANDY PROPERTIES
STORE NUMBER LOCATION - ------------ -------- 1101 Shields Road 1104 Sunderland 1113 Scunthorpe 1244 Chester 1351 Aylesbury 1427 Churchill Way (Cardiff) 1534 Swiss Cottage 1621 Sutton 1630 Eastleigh
ANNEX 5 PREVIOUS TENANT LEASES
STORE PROPERTY DATE PARTIES NO. - --------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------
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 - ---------------------------------------------------------------------------------------------------------------------
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. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 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 - -------------------------------------------------------------------------------- 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 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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
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
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
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
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
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
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.
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
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
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
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
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
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
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
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
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
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
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
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
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 Annex 7 INDEMNIFIED GUARANTEES
STORE Property DATE PARTIES NO. - ---------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------
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 - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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; 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. 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 Executed as a Deed under Seal by ) WORLDWIDE ) TELECOMMUNICATIONS ) LIMITED ) Director Director/Secretary EX-10.2 4 TAX DEED 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 "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 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 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 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 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 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 7 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 8 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. 9 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: ) 10 -----END PRIVACY-ENHANCED MESSAGE-----