EXHIBIT 3 VOTING AGREEMENT This VOTING AGREEMENT (the "Agreement"), is made and entered into as of May 20, 1999, between Larry R. Linhart ("Shareholder"), a shareholder of AmeriLink Corporation, an Ohio corporation ("Target"), and Tandy Corporation, a...Voting Agreement • May 28th, 1999 • Tandy Corp /De/ • Retail-radio, tv & consumer electronics stores • Ohio
LEASE BETWEENLease • December 21st, 2005 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Texas
EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("AGREEMENT") is made as of the 12th day of December, 2005 (the "EFFECTIVE DATE"), by and between RadioShack Corporation, a Delaware corporation ("SELLER"), and KAN AM GRUND...Purchase and Sale Agreement • December 16th, 2005 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Texas
TORadioshack Corp • June 8th, 2001 • Retail-radio, tv & consumer electronics stores • New York
EXHIBIT NO. 1.1 RadioShack Corporation 7 3/8% Notes due 2011 Purchase AgreementRadioshack Corp • June 8th, 2001 • Retail-radio, tv & consumer electronics stores • New York
EXHIBIT 99.6 [FORM OF EXCHANGE AGENT AGREEMENT]Radioshack Corp • June 8th, 2001 • Retail-radio, tv & consumer electronics stores • New York
Reconciliation and tie between Trust Indenture Act of 1939, as amended, and Indenture, dated as of May 1, 1997Indenture • May 16th, 1997 • Tandy Corp /De/ • Retail-radio, tv & consumer electronics stores • New York
andRights Agreement • August 10th, 1999 • Tandy Corp /De/ • Retail-radio, tv & consumer electronics stores • Delaware
REGISTRATION RIGHTS AGREEMENT by and among RadioShack Corporation the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. Wells Fargo Securities, LLC Dated as of May 3, 2011Registration Rights Agreement • May 4th, 2011 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2011, by and among RadioShack Corporation, a Delaware corporation (the “Company”), the parties identified on the signature page hereto as guarantors, (the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 6.750% Senior Unsecured Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
RADIOSHACK CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE 6.750% Senior Unsecured Notes due 2019 INDENTURE Dated as of May 3, 2011Indenture • May 4th, 2011 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
INDENTURE dated as of May 3, 2011, among RADIOSHACK CORPORATION, a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee.
1 EXHIBIT NO. 4.3 RADIOSHACK CORPORATION 7 3/8% NOTES DUE 2011 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • June 8th, 2001 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
RADIOSHACK CORPORATION AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 18, 2008 2.50% Convertible Senior Notes due 2013Indenture • August 18th, 2008 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
INDENTURE dated as of August 18, 2008 between RadioShack Corporation, a Delaware corporation, as issuer (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 7th, 2014 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of December 10, 2013, by and among RADIOSHACK CORPORATION, a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, CANTOR FITZGERALD SECURITIES (as successor Agent to General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”)), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender), and such Lenders.
CREDIT AGREEMENT dated as of January 4, 2011, among RADIOSHACK CORPORATION, as Borrower THE OTHER FACILITY GUARANTORS PARTY HERETO FROM TIME TO TIME THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent MERRILL LYNCH, PIERCE,...Credit Agreement • January 7th, 2011 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
This CREDIT AGREEMENT dated as of January 4, 2011, is among RADIOSHACK CORPORATION, a Delaware corporation (the “Borrower”), the other Facility Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in ARTICLE I) party hereto from time to time, the Lenders, and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) for itself and the other Lenders.
CREDIT AGREEMENT Dated as of December 10, 2013 by and among RADIOSHACK CORPORATION, as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, SALUS CAPITAL PARTNERS, LLC, for itself, as a Lender and as Agent for all...Credit Agreement • December 13th, 2013 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of December 10, 2013, by and among RADIOSHACK CORPORATION, a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Salus Capital Partners, LLC, a Delaware limited liability company (in its individual capacity, “Salus”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders.
INCENTIVE STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (OFFICER)Incentive Stock Plan Non-Qualified Stock Option Agreement • July 7th, 2006 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Texas
THIS AGREEMENT, made as of the 6th day of July 2006 (the “Grant Date”), between RadioShack Corporation, a Delaware corporation (the “Company”), and the person named (the “Optionee”) on the Notice of Grant of Non-Qualified Stock Options and Option Agreement (the “Notice”) attached hereto, the provisions of which are incorporated herein by reference;
RADIOSHACK 401(K) PLAN SIXTH AMENDED AND RESTATED TRUST AGREEMENT July 1, 2008Trust Agreement • November 2nd, 2009 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Texas
AGREEMENT made as of January 1, 1996, March 31, 1997, August 1, 1999, May 18, 2000, August 28, 2001, February 21, 2002; December 31, 2003, May 1, 2004, July 1, 2006, and July 1, 2008 between RADIOSHACK CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business at Fort Worth, Tarrant County, Texas, hereinafter called “RadioShack”, and Wachovia Bank, N.A. or any successor, hereinafter called “Trustee”;
EXHIBIT 1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 28th, 1999 • Tandy Corp /De/ • Retail-radio, tv & consumer electronics stores • Ohio
SECOND AMENDED AND RESTATED TERMINATION PROTECTION AGREEMENT FOR CORPORATE EXECUTIVESTermination Protection Agreement • February 22nd, 2011 • Radioshack Corp • Retail-radio, tv & consumer electronics stores
THIS SECOND AMENDED AND RESTATED AGREEMENT (the “Agreement”) effective as of the 31st day of December, 2010 (the “Effective Date”), by and between the "Company" (as hereinafter defined) and James F. Gooch (the "Executive").
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 8, 2012, among RADIOSHACK CORPORATION, as Borrower THE OTHER FACILITY GUARANTORS PARTY HERETO FROM TIME TO TIME THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent...Credit Agreement • August 13th, 2012 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 8, 2012, is among RADIOSHACK CORPORATION, a Delaware corporation (the “Borrower”), the other Facility Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in ARTICLE I) party hereto from time to time, the Lenders, and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) for itself and the other Lenders.
EXHIBIT 2 TARGET OPTION AGREEMENT This TARGET OPTION AGREEMENT (the "Agreement"), dated as of May 20, 1999, by and between Tandy Corporation, a Delaware corporation ("Acquiror"), and AmeriLink Corporation, an Ohio corporation ("Target"). WHEREAS,...Target Option Agreement • May 28th, 1999 • Tandy Corp /De/ • Retail-radio, tv & consumer electronics stores • Ohio
SECURITY AGREEMENT dated as of January 4, 2011 among RADIOSHACK CORPORATION, CERTAIN OTHER SUBSIDIARIES OF RADIOSHACK CORPORATION IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentSecurity Agreement • January 7th, 2011 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
SECURITY AGREEMENT, dated as of January 4, 2011, among RADIOSHACK CORPORATION, a Delaware corporation (the “Borrower”), each of the undersigned Facility Guarantors, and BANK OF AMERICA, N.A., as Administrative Agent for the Secured Parties (as defined in the Credit Agreement referred to below).
GUARANTY AND SECURITY AGREEMENT Dated as of December 10, 2013 by RADIOSHACK CORPORATION, as the Borrower, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as AgentGuaranty and Security Agreement • December 13th, 2013 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
WHEREAS, pursuant to the Credit Agreement dated as of December 10, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the other persons party thereto that are designated as Credit Parties, Agent, the Lenders (including the Swingline Lender) and the L/C Issuers, the Lenders (including the Swingline Lender) and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
DRAFT 5/15/97 Exhibit 1.1 TANDY CORPORATION Debt Securities UNDERWRITING AGREEMENT-BASIC PROVISIONSTerms Agreement • May 16th, 1997 • Tandy Corp /De/ • Retail-radio, tv & consumer electronics stores • Texas
Exhibit 4.5 AMERILINK CORPORATION RESTRICTED STOCK AWARD AGREEMENT June 9, 1998 Joseph L. Govern 252 Woodedge Circle East Powell, Ohio 43065 In recognition of your exemplary services as an officer of AmeriLink Corporation, an Ohio corporation (the...Restricted Stock Award Agreement • July 30th, 1999 • Tandy Corp /De/ • Retail-radio, tv & consumer electronics stores • Ohio
RADIOSHACK CORPORATION 2009 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • July 27th, 2009 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Texas
THIS AGREEMENT (this “Agreement”) is effective as of the date set forth above (the “Grant Date”), between RadioShack Corporation, a Delaware corporation (the “Company”), and the person (the “Optionee”) named in the notice of grant of stock options (the “Notice”) attached hereto, the provisions of which are incorporated herein by reference. Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the RadioShack Corporation 2009 Incentive Stock Plan (the “Plan”).
RADIOSHACK CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • February 26th, 2013 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Texas
THIS AGREEMENT (this “Agreement”) is effective as of the date set forth above (the “Grant Date”), between RadioShack Corporation, a Delaware corporation (the “Company”), and Joseph C. Magnacca (the “Optionee”). Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the RadioShack Corporation 2009 Incentive Stock Plan (the “Plan”). The Option granted pursuant to the Agreement is made outside the Plan as an “employment inducement award” as that term is used in the NYSE Listed Company Manual. For administrative convenience, the parties to this Agreement have agreed that this Option will be governed by the terms of the Plan as modified by this Agreement.
AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENTCredit Agreement • August 8th, 2005 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT among RADIOSHACK CORPORATION, a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and CITIBANK, N.A., as agent (the “Agent”) for the Lenders.
INCENTIVE STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (OFFICER)Incentive Stock Plan Non-Qualified Stock Option Agreement • July 7th, 2006 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Texas
THIS AGREEMENT, made as of the 6th day of July 2006 (the “Grant Date”), between RadioShack Corporation, a Delaware corporation (the “Company”), and the person named (the “Optionee”) on the Notice of Grant of Non-Qualified Stock Options and Option Agreement (the “Notice”) attached hereto, the provisions of which are incorporated herein by reference;
DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of February 5, 2015 by and among RADIOSHACK CORPORATION, as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, CANTOR FITZGERALD SECURITIES, as Agent for all Lenders, and...Possession Credit Agreement • February 11th, 2015 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • New York
This DEBTOR-IN-POSSESSION CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of February 5, 2015, by and among RADIOSHACK CORPORATION, a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, CANTOR FITZGERALD SECURITIES, as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and such Lenders.
LOAN SALE AGREEMENTLoan Sale Agreement • October 7th, 2014 • Radioshack Corp • Retail-radio, tv & consumer electronics stores
This Loan Sale Agreement (“Agreement”), dated as of October 3, 2014, is entered into by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital” and, in its capacity as administrative agent, the “Agent”), the other entities listed as “Sellers” on the signature pages hereto (together with the Agent, collectively, the Sellers”), General Retail Holdings L.P., a Cayman limited partnership (“GRH”), and General Retail Funding LLC, a Delaware limited liability company (“GR Funding”, and together with GRH, the “Purchasers” and each a “Purchaser”), and, solely with respect to Section 7(h) hereof, Standard General Master Fund L.P., Standard General OC Master Fund L.P., P Standard General Ltd. and Standard General Focus Fund L.P. (collectively, “Standard General”).
RECAPITALIZATION AND INVESTMENT AGREEMENT between RADIOSHACK CORPORATION and GENERAL RETAIL HOLDINGS L.P. Dated as of October 3, 2014Recapitalization and Investment Agreement • October 7th, 2014 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Delaware
This RECAPITALIZATION AND INVESTMENT AGREEMENT, dated as of October 3, 2014 (this “Agreement”), is entered into by and between RadioShack Corporation, a Delaware corporation (the “Company”) and General Retail Holdings L.P., a Cayman Islands limited partnership (the “Sponsor”).
Dated the 31st day of January 2013 AMENDED AND RESTATED JOINT VENTURE AGREEMENT between RADIOSHACK GLOBAL SOURCING (HONG KONG) LTD. and FIRST HONEST ENTERPRISES LIMITED and PERFECT LEGEND DEVELOPMENT LIMITEDJoint Venture Agreement • February 1st, 2013 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Hong Kong
Retention AgreementRetention Agreement • March 5th, 2014 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Texas
This Retention Agreement (“Agreement”) is entered into between RadioShack Corporation (“RadioShack”) and _______ (“Employee”) effective as of ___________, 2014.
RADIOSHACK CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2013 • Radioshack Corp • Retail-radio, tv & consumer electronics stores • Texas
THIS AGREEMENT (this “Agreement”) is effective as of the ____ day of ____________, 2013 (the “Grant Date”), between RadioShack Corporation, a Delaware corporation (the “Company”), and Joseph C. Magnacca (the “Grantee”). Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the RadioShack Corporation 2009 Incentive Stock Plan (the “Plan”). The Restricted Stock Award granted pursuant to the Agreement is made outside the Plan as an “employment inducement award” as that term is used in the NYSE Listed Company Manual. For administrative convenience, the parties to this Agreement have agreed that this Restricted Stock Award will be governed by the terms of the Plan as modified by this Agreement
