EXHIBIT 10(W)
SECOND AMENDED & RESTATED
MERCHANDISE AGREEMENT
BY AND AMONG
INTERTAN, INC., INTERTAN CANADA LTD.,
AND
RADIOSHACK CORPORATION
AND RADIOSHACK INTERNATIONAL PROCUREMENT LIMITED PARTNERSHIP
THIS SECOND AMENDED AND RESTATED MERCHANDISE AGREEMENT ("Merchandise
Agreement" or "Agreement") is made and entered into by and among InterTAN, Inc.
("ITI"), a corporation organized under the laws of the State of Delaware and
having its principal offices at Xxxxxxx, Xxxxxxx, Xxxxxx, and InterTAN Canada
Ltd. ("ITC"), a corporation organized under the laws of Alberta, Canada and
continued into British Columbia, Canada and having its principal offices at
Xxxxxx, Xxxxxxx, Xxxxxx(XXX and ITC, and their respective current or future
subsidiaries, being collectively referred to herein as the "ITI-GROUP"), and
RadioShack Corporation (formerly Tandy Corporation) (collectively with its
subsidiaries "RADIOSHACK"), a corporation organized under the laws of the State
of Delaware and having its principal offices at Fort Worth, Texas, and
RadioShack International Procurement Limited Partnership (formerly A&A
International, Inc.) ("RIPLP"), a limited partnership organized under the laws
of the State of Nevada and having its principal office at Fort Worth, Texas and
being a wholly-owned subsidiary of RADIOSHACK.
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W I T N E S S E T H:
WHEREAS, ITI is the parent corporation of ITC through direct or indirect
stock ownership; and
WHEREAS, the parties desire to enter into this Merchandise Agreement which
states the agreements of the parties with respect to the purchase of merchandise
by the ITI-GROUP from and through RADIOSHACK and RIPLP and the designation of
RIPLP as the exclusive agent and exporter in the Far East (as herein defined) of
products for the members of the ITI-GROUP; and
WHEREAS, in order to enable the ITI-GROUP to act as a single business
enterprise to obtain the benefits of this Merchandise Agreement, each member of
the ITI-GROUP desires to guarantee to RADIOSHACK and RIPLP the obligations of
each of the other members of the ITI-GROUP for any and all of their respective
payment obligations under this Merchandise Agreement as well as the indemnity
obligations of each under the terms of that certain Distribution Agreement dated
as of September 30, 1986, as amended;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties hereto agree as follows:
ARTICLE I
MERCHANDISE
1.1 Purchase of Merchandise. Any member of the ITI-GROUP may purchase
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through RIPLP merchandise bearing trademarks owned or licensed by RADIOSHACK and
sold in its United States company-owned stores carrying a full line of
merchandise, including new and
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replacement models, which merchandise is manufactured in the Far East and
included in the then-current U.S. catalog or, if RADIOSHACK ceases publication
of such U.S. catalogs, merchandise regularly sold in RADIOSHACK's full line
company-owned stores, in either case at merchandise prices to be negotiated. Any
other merchandise not manufactured in the Far East and not included in the
then-current U.S. catalog or not regularly sold in RADIOSHACK's full line
company-owned stores may be purchased by members of the ITI-GROUP through RIPLP
or RADIOSHACK only on mutual agreement between RIPLP or RADIOSHACK and any such
member. Members of the ITI-GROUP shall have no right to purchase through
RADIOSHACK or RIPLP any item of merchandise offered for sale by RADIOSHACK in
any of its retail stores other than in RADIOSHACK's company-owned United States
stores offering a full line of merchandise.
1.2 Designation of RIPLP as Exclusive Export Agent. Each member of the
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ITI-GROUP hereby appoints RIPLP as its exclusive agent and exporter of products
obtained in the Far East (including Japan, Korea, Taiwan, China, Hong Kong,
Singapore, Philippines, Asia, Malaysia, Thailand, Indonesia and Macao) and
imported into Canada for those items of merchandise which RIPLP is obliged to
source or agrees to source for the ITI-GROUP pursuant to Section 1.1.
1.3 Ordering of Merchandise by Members of the ITI-GROUP. Definition: "Same
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SKU Merchandise" as used hereafter means ITI-GROUP-ordered merchandise which
bears the same SKU designation as
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that ordered by RIPLP for sale in RADIOSHACK's stores in the United States and
is the same product (allowing for differences in packaging and instructions) as
that sold in such stores in the United States. Once a product is identified as
"Same SKU Merchandise" it shall remain "Same SKU Merchandise" for so long as it
is sold in RADIOSHACK stores in the United States, even if either party changes
its SKU number. Neither party may change a SKU number of a product identified as
Same SKU Merchandise without the consent of the other party, which will not be
unreasonably withheld.
(a) When ordering merchandise from vendors in countries in the Far East
other than Korea, each ITI-GROUP member shall send to RIPLP, at the applicable
RIPLP offices in the Far East, confirmation booking telexes, e-mail or other
electronic transmissions, as specified by RIPLP ("Bookings"), followed
thereafter by purchase orders ("P.O.s"), and when ordering merchandise from
vendors in Korea, each ITI-GROUP member shall send to the RIPLP office
designated by RIPLP Bookings followed thereafter by P.O.s on RIPLP's form of
P.O., which Bookings shall specify in each case (1) the vendor, (2) the quantity
and price of the merchandise ordered, (3) the purchaser/consignee and (4) RIPLP
as payor or accountee. Upon receipt of such P.O.s, RIPLP, subject to Section
1.10(a)(ii) hereof, shall provide notice of such Bookings to the vendors named
therein on behalf of, and as agent for the applicable ITI-GROUP member.
(b) In consideration of RIPLP performing its
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obligations under Section 1.3(a) hereof, each ITI-GROUP member shall open and
maintain a letter of credit (L/C) for the benefit of RIPLP in such amounts and
on such terms as provided for herein, with banks acceptable to RIPLP. Each L/C
shall (i) be irrevocable in form, (ii) valid until the shipment date (such
shipment date being the later of the estimated shipment date and the scheduled
shipment date of any Open Order) furthest away in time of any Open Order covered
by such L/C, (iii) specify the applicable ITI-GROUP member as the applicant of
the L/C, (iv) specify RadioShack International Procurement Limited Partnership,
000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000, X.X.X. as the
beneficiary, (v) provide for payment to RIPLP in United States dollars, and (vi)
provide for payment to RIPLP upon the delivery of an original letter or telecopy
thereof signed by the President, any Vice President or the Controller of RIPLP
(or any other employee of RIPLP to whom such responsibility has been delegated
in writing), which letter or telecopy shall provide (1) the L/C number, (2) the
U.S. dollar amount being drawn and (3) a certification that the drawing is in
respect of an F.O.B. shipment of consumer electronic goods made pursuant to a
P.O. issued by a member of the ITI-GROUP.
(c) Twice every calendar month RIPLP shall deliver, by telecopy, e-mail
or telex, a notice to the ITI-GROUP concerning L/C coverage on Open Orders (the
"L/C Notice") ("Open Orders" being Bookings placed or confirmed by RIPLP with
vendors for merchandise not yet shipped) instructing the ITI-GROUP to cause
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the issuing bank of the L/C to adjust such L/C by the amount provided for in the
L/C Notice. In addition, in the months of April, June and July, RIPLP shall
deliver by telecopy, e-mail or telex an additional notice to the ITI-GROUP
member to cause the issuing bank of each L/C to adjust such L/C as of the first
day of May, July and August, as the case may be, by the additional amount, if
any, reflecting the ten percent (10%) increase of L/C coverage of Open Orders in
each of such months over the previous month as required pursuant to subsections
1. 3 (e) (ii) , (iii) and (iv) hereof.
(d) The L/C Notice shall specify (i) the aggregate U.S. dollar amount
of all Open Orders issued by and relating to the ITI-GROUP (or member, as the
case may be) as of the date of such notice and as reflected in RIPLP's records;
(ii) the percentage applicable to (i) above as set out in subsection (e) below;
and (iii) the U.S. dollar amount by which the L/C intended to cover Open Orders
shall be adjusted and the aggregate U.S. dollar amount of the L/C after giving
effect to such adjustment; provided, however, that in the case of Open Orders
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for products intended for sale in Canada and placed after May 15, 1996, the L/C
Notice shall specify instead of the above, the following: (i) the aggregate U.S.
dollar amount of all Open Orders issued by and relating to ITC, less the
aggregate U.S. dollar amount of Same SKU Merchandise as of the date of such
notice and as reflected in RIPLP's records; (ii) the percentage applicable to
(i) above as set out in subsection (e) below; (iii) the aggregate U.S. dollar
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amount of Same SKU Merchandise on Open Orders issued by and relating to ITC as
of the date of such notice and as reflected in RIPLP's records; (iv) the
percentage applicable to (iii) above as set out in subsection (e) below; and (v)
the U.S. dollar amount by which each L/C intended to cover Open Orders shall be
adjusted and the aggregate U.S. dollar amount of each L/C after giving effect to
such adjustment.
(e) The percentage of the aggregate U.S. dollar amount of Open Orders
specified in the L/C Notice to be covered by the L/C maintained by the ITI-GROUP
(or member, as the case may be) with respect to such Open Orders shall be in the
following amounts for the following periods:
(i) December 1 through April 30: 60% of the aggregate
U.S. dollar Amount of the Open Orders covered by the applicable L/C as
specified in the L/C Notice;
(ii) May 1 through June 30: 70% of the aggregate U.S. dollar
amount of the Open Orders covered by the applicable L/C as specified in the L/C
Notice;
(iii) July 1 through July 31: 80% of the aggregate U.S. dollar
amount of the Open Orders covered by the applicable L/C as specified in the L/C
Notice;
(iv) August 1 through August 31: 90% of the aggregate
U.S. dollar amount of the Open Orders covered by the applicable L/C as
specified in the L/C Notice;
(v) September 1 through September 30: 80% of the aggregate
U.S. dollar amount of the Open Orders covered by the
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applicable L/C as specified in the L/C Notice; and
(vi) October 1 through November 30: 70% of the aggregate U.S.
dollar amount of the Open Orders covered by the applicable L/C as specified in
the L/C Notice.
and provided further, that, in the case of Open Orders for
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products intended for sale in Canada and placed after May 15, 1996, the
percentage of the aggregate U.S. dollar amount of Open Orders specified in each
L/C Notice to be covered by ITC, or ITA, as appropriate, with respect to such
Open Orders shall be adjusted as follows for Same SKU Merchandise:
(x) Aggregate U.S. dollar amount of Open Orders less the
aggregate U.S. dollar amount of Same SKU Merchandise, the resulting amount then
multiplied by the applicable percentage stated in Section 1.3(e)(i), (ii),
(iii), (iv), (v) and (vi) above AND
---
(y) The aggregate U.S. dollar amount of Same SKU Merchandise,
multiplied by 60%, the result of which shall be multiplied by the applicable
percentage stated in Section 1.3(e)(i), (ii), (iii), (iv), (v), and (vi) above.
(f) Within ten (10) business days of receipt of an L/C Notice (a
business day being a day in which commercial banks are open for business in the
United States) the ITI-GROUP (or member as the case may be), shall have caused
such issuing bank to have (i) adjusted such L/C by the amount specified in the
L/C Notice and (ii) sent to RADIOSHACK and RIPLP, or RIPLP's advising bank, by
telecopy or telex, confirmation of the adjustment to such L/C
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by the amount specified in the L/C Notice.
(g) With respect to any payment to be made to RIPLP for merchandise shipped
under an Open Order, at the time of shipment RIPLP shall be entitled to draw on
the L/C covering such Open Order the U.S. dollar amount of such shipment in
accordance with the terms and conditions of the L/C, provided, however, that in
the event that any Cash Deficiency Payments (as defined in Section 1.10(a)
hereof) have been deposited by the ITI-GROUP (or member, as the case may be)
with RIPLP as provided in Section 1.10(a) hereof, the amount of lower payment
shall be effected first, by set-off by RIPLP from the amount of such Cash
Deficiency Payments and second, by a drawing by RIPLP under the applicable L/C
for the balance of such payment not set-off by the Cash Deficiency Payments.
(h) The ITI-GROUP covenants and agrees with RADIOSHACK and RIPLP that so
long as this Agreement is in effect and L/Cs are required to be issued as
provided for herein, the ITI-GROUP (or member, as the case may be) shall deliver
monthly to RADIOSHACK and RIPLP a statement with respect to the ITI-GROUP
setting forth as of the date of such statement (i) the maximum principal amount
(in U.S. dollars and the denominated currencies) of all credit facilities
provided by such banks in connection with which the ITI-GROUP (or member, as the
case may be) may request an L/C to be issued (the "Credit Facilities"), (ii) the
amounts (in U.S. dollars and the denominated currencies of the applicable Credit
Facilities) of all borrowing notices or
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requests for credit delivered to any L/C issuing bank by the ITI GROUP (or
member, as the case may be) to the extent not reflected in (iii) below, (iii)
the aggregate principal amount in U.S. dollars of outstanding indebtedness owed
by the ITI-GROUP (or member, as the case may be), under the Credit Facilities,
(iv) the scheduled due date for repayment of such outstanding amounts, (v) the
aggregate amount of all cash balances of the ITI-GROUP (or member, as the case
may be), and (vi) such other information relating to the Credit Facilities and
the L/Cs as may be reasonably requested by RADIOSHACK or RIPLP.
(i) As an alternative procedure to that stated in Section 1.3(a) through
(h) above, the parties agree that the ITI-GROUP (or member, as the case may be)
may post one or more standby letters of credit ("SL/C's") on terms acceptable to
RIPLP, in an amount or amounts acceptable to RIPLP at banks acceptable to RIPLP.
The ITI-GROUP shall notify RIPLP in writing of its intent to use this
alternative procedure at least 60 days prior to implementation of this
alternative procedure. Each SL/C shall (i) be irrevocable in form, (ii) valid
for a full calendar year, (iii) specify the ITI-GROUP (or member, as the case
may be) as the accountee (applicant), (iv) specify Radioshack International
Procurement Limited Partnership International, Inc., 000 Xxxxxxxxxxxx Xxxxxx,
Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000, X.X.X. as the beneficiary, (v) provide for
payment to RIPLP in United States dollars, and (vi) provide for payment to RIPLP
upon the delivery of an original letter, or telecopy or
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facsimile transmission thereof signed by the President, any Vice President or
the Controller of RIPLP (or any other employee of RIPLP to whom such
responsibility has been delegated in writing), which letter shall provide (1)
the SL/C number (if any), and (2) the amount, in U.S. dollars, that the
ITI-GROUP (or member, as the case may be) has failed to pay and which is past
due. The ITI-GROUP hereby agrees and the banks shall agree, that no affidavit or
sworn certification shall be required from RIPLP in order for RIPLP to draw on
the SL/C. The ITI-GROUP agrees to pay RIPLP all amounts due within five (5) days
from the date of the payment request, and agrees that upon its failure to do so,
RIPLP shall be entitled to immediately present the letter described above to the
bank and draw upon the SL/C for payment. Further, if for any reason RIPLP is
unable to draw upon the SL/C for payment, RIPLP may declare the ITI-GROUP in
default of this Agreement, terminate same, and enforce its rights hereunder.
(j) (i) The parties agree that the ITI-GROUP, as an alternative or
conjunctive procedure to that stated in Section 1.3(b) through (i) above, may
from time to time post one or more Surety Bonds (individually a "Surety Bond"
and collectively, the "Surety Bonds") in form and substance acceptable to RIPLP
in an amount or amounts acceptable to RIPLP and with a surety or sureties
acceptable to RIPLP. The Surety Bond(s) may be posted as either partial or
complete fulfillment of the security required hereunder, up to the penal amount
of the Surety Bond(s). In the event the amounts due and owing under this
Agreement, for
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which an L/C would have been otherwise required, exceeds the penal sum of the
Surety Bond(s), the ITI-GROUP shall arrange for L/C's (as per Section 1.3(b)
through (i) above) or Cash Deposits to secure payments as required under this
Agreement. Each Surety Bond posted by the ITI-GROUP shall contain such terms and
conditions as deemed mutually acceptable to RIPLP, the ITI-GROUP, and the issuer
of the Surety Bond. Notwithstanding anything herein to the contrary, no Surety
Bond shall be deemed acceptable to RIPLP until such time as RIPLP has, in
writing, acknowledged and accepted such Surety Bond. If, for any reason, RIPLP
is unable to draw upon any Surety Bond for payment, RIPLP may declare the
ITI-GROUP in default of this Agreement and absent a cure by the ITI-GROUP, may
terminate same and enforce its rights hereunder.
(ii) The ITI-GROUP agrees that, regarding RIPLP's right to receive payment
under any Surety Bond, and, as a material inducement for RIPLP to enter into
this Agreement and to accept a Surety Bond in lieu of a documentary letter of
credit, the ITI-GROUP jointly and severally hereby waives any and all claims,
defenses or offsets of any kind that it or any member has or may have against
RIPLP relating to, or serving as a basis for, non-payment under any Surety Bond
posted under this Agreement. Without limiting the foregoing, all of the
following are hereby waived and shall not be asserted by the ITI-GROUP or any
member thereof as a defense, a claim for reimbursement, or a basis for
non-payment under any Surety Bond:
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(1) Any claim or defense based upon the ITI-GROUP's, or any
member's, failure to pay RIPLP due to force majeure, laches, impracticability,
impossibility, or unconscionability, material alteration of this Agreement,
extension of time to pay, failure to mitigate by RIPLP, improper/inadequate
notice of default, usury, or release or loss of collateral.
(2) Any claim or defense based upon nonconformity of finished
product with the corresponding purchase order or similar documents.
(3) Any claim or defense based upon warranties or
representations, whether express or implied, made by RIPLP to the ITI-GROUP
and/or any member thereof under the terms of this Agreement.
(iii) In the event of a default in payment by any member of the
ITI-GROUP necessitating a claim to be made under any Surety Bond, RIPLP agrees
to use commercially reasonable efforts to assist the ITI-GROUP (or member, as
the case may be) to cancel product orders placed by the ITI-GROUP (or member, as
the case may be) in accordance with Section 1.10(c) of this Agreement, as
previously amended.
(iv) Open Orders secured by any Surety Bond posted in the manner as
described in (i) above shall be subject to (1) the same percentage formula as
applicable to L/C postings and (2) the Same SKU Merchandise formula, each as
specified in Section 1.3(e)
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of this Agreement. Prior to the posting of any Surety Bond under this Section
1.3(j), the ITI-GROUP shall notify RIPLP in writing as to the manner in which
the full face amount of any Surety Bond shall be allocated between the members
of the ITI-GROUP. The ITI-GROUP shall be entitled to reallocate, from time to
time, the full face amount of any Surety Bond between the ITI-GROUP members;
provided RIPLP shall be notified not less than ten (10) days prior to any such
reallocation of the full face amount.
1.4 Purchasing Agent's Commission. RIPLP will perform the export agent
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services described above for the following purchasing agent's commission
described below:
Purchasing Agent's Commission
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Unit Price Unit Price
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Under $1.00 F.O.B. Over $1.00 F.O.B.
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Merchandise 6% gross margin 4% gross margin
(excluding parts)
Parts (spare &/or 10% gross margin 10% gross margin
repair parts for
finished goods)
"unit" price = the price per item, or per group of items (if such items are sold
at a single price for a certain number of items), normally charged by a
manufacturer.
"gross profit" = sales price minus unit price
"gross margin" = gross profit of an item divided by the sales price
"sales price" = unit price plus gross profit
Formula: X where "X" = gross profit
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unit price + X = a and "a" = gross margin desired
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FORMULA EXAMPLE 1:
UNIT PRICE = $.50
GROSS MARGIN DESIRED = 6%
( X
---
.5 + X) = 6%
Steps: 1. X = (.5 + X) x .06
2. X = .03 + .06X
3. X - .06X = .03
4. .94X = .03
5. X = .03
---
.94
X (gross profit) = .0319
unit price + gross profit = sales price
.5 + .0319 = $.5319
gross margin = .0319 (gross profit)
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.5319 (sales price) = 6%
The ITI-GROUP will pay to RIPLP a per-unit purchasing agent's
commission of $.032 on each unit with a unit price of $.50.
Add-on Calculations: unit price x 6.38% = gross profit necessary
for 6% gross margin
unit price x 4.17% = gross profit necessary
for 4% gross margin
unit price x 11.11% = gross profit necessary
for 10% gross margin
ADD-ON CALCULATION EXAMPLE:
$.50 x 6.38% = .0319 gross profit necessary for 6% gross
margin
.0319 (gross profit)
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.5319 (sales price) = 6% gross margin
The ITI-GROUP will pay to RIPLP a per-unit purchasing agent's
commission of $.032 on each unit with a unit price of $.50
1.5 Purchasing Agent/Exporter Fee. In addition to the purchasing
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agent's commission, RIPLP shall receive a Purchasing Agent/Exporter Fee ("P/E
Fee"). The P/E Fee shall consist of a
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minimum annual base fee of U.S.$532,500 from the ITI-GROUP, subject to increase
as provided below. A portion of the minimum annual base fee will be paid in
quarterly installments of 12-1/2% of the minimum annual base fee. Such quarterly
installments shall be due and payable on the last day of September, December,
March and June of each year during the term hereof. The balance of the P/E Fee
may be paid by a merchandise credit, as described below, to the extent purchases
through RIPLP are sufficient. The settlement of the balance will be made on or
before August 31 following the end of each Annual Period ("AP"). An AP is from
July 1 through June 30. "AP Sales" shall be the net sales reported in the
audited, consolidated Annual Report of the ITI-GROUP.
The minimum annual base fee will be increased by an additional sum, if
any, based upon the following calculation (all figures in U.S. dollars):
AP Sales over $400,000,000
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$400,000,000 x $532,500
EXAMPLE: AP Sales = $412,000,000
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Purchasing Agent/Exporter Fee ("P/E Fee") =
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$532,500 + [(12,000,000
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400,000,000) x $532,500] = $548,475
Fees on all purchases made on or before April 30, 2001 shall
be calculated in accordance with the terms and conditions of the merchandise
agreement in effect as of April 30, 2001, adjusted for the portion of the AP
during which it was in effect, and shall take into account purchases made by
InterTAN Australia Limited prior to its sale and disassociation from the
ITI-GROUP on April 30, 2001.
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1.6 Merchandise Credit. RIPLP will give the ITI-GROUP a credit up to but
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not exceeding the base fee, in the amount obtained by multiplying one-fourth of
one percent (0.25%) times all purchases of merchandise F.O.B.C. (free on board
plus purchasing agent's commission) made by the ITI-GROUP through RIPLP during
an Annual Period as reflected on invoices or reports issued by RIPLP to the
ITI-GROUP or any of its members. If the total of the quarterly installments (as
described above) plus the merchandise credit for any Annual Period is less than
the P/E Fee, then on or before August 31 following each such Annual Period, the
ITI-GROUP will pay the deficiency to RIPLP. If the total of the quarterly
installments (as described above) and the Merchandise Credit for any Annual
Period is in excess of the P/E Fee, then on or before August 31 following each
such Annual Period, RIPLP will refund the excess, but not in excess of the total
of all quarterly installments paid during such Annual Period.
Formula: P - (I + C) = Amount due or refundable.
Where: P = P/E Fee
I = Quarterly Installments paid toward the minimum base fee
during AP
C = Merchandise Credit earned during AP
(All figures in U.S. Dollars)
Example 1:
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Assuming purchases of merchandise F.O.B.C. by the ITI-GROUP through RIPLP
of $100,000,000 during an Annual Period, the formula would have the results
indicated below:
$548,475-[($66,562.50x4)+($100,000,000x0.0025)]=$32,225
The ITI-GROUP would pay RIPLP $32,225 on or before August 31.
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Example 2:
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Assuming purchase of merchandise F.O.B.C. by the ITI-GROUP through RIPLP of
$300,000,000 during an Annual Period, the formula would have the results
indicated below:
$548,475-[($66,562.50x4)+($300,000,000x0.0025)]=($467,775)
RIPLP would refund to the ITI-GROUP on or before August 31 $266,250 which
is the maximum amount of the refund due under this Section 1.6.
Credits on all purchases made on or before April 30, 2001 shall be
calculated in accordance with the terms and conditions of the merchandise
agreement in effect as of April 30, 2001, adjusted for the portion of the
AP during which it was in effect, and shall take into account purchases
made by InterTAN Australia Limited prior to its sale and disassociation
from the ITI-GROUP on April 30, 2001.
1.7 Adjustment for First Annual Period. During the first AP under this
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Merchandise Agreement, the calculations set out in Sections 1.5 and 1.6 above
will be adjusted as follows:
(a) The adjusted AP will be the period from May 1, 2001 through June
30, 2001.
(b) AP Sales will be the net sales reported in the audited,
consolidated Annual Report (for FYE 6-30-01) of the ITI-GROUP, less the sales
----
for each fiscal quarter reported in the published ITI-GROUP Quarterly Reports
for the periods ending September 30, 2000, December 31, 2000 and March 31, 2001,
plus an adjustment to be determined by the parties for InterTAN Australia
Limited sales occurring between April 1, 2001 and April 30, 2001, inclusive.
(c) The minimum annual base fee for purposes of calculating the P/E
Fee for the adjusted AP will be U.S. $88,750.
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The minimum annual base fee during the first AP will be increased by an
additional sum, if any, based upon the following calculation (all figures in
U.S. dollars):
AP Sales Over $66,667,000
-------------------------
$66,667,000 x 88,750
Example: AP Sales = $75,000,000
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(8,333,000
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P/E Fee = $88,750 + [ 66,667,000) x $88,750] = $99,843.24
(d) An installment of $73,958.33 will be due for the remaining quarter
of the first AP payable on or before June 30, 2001. The ITI-GROUP would pay
$14,791.67 on or before August 31, 2001.
(e) The merchandise credit will be obtained by multiplying one-fourth
of one percent (0.25%) times all purchases of merchandise F.O.B.C. made during
the adjusted AP set out in Section 1.7(a) above, not to exceed the adjusted base
fee set out in Section 1.7(c) above.
EXAMPLE:
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Assuming purchases of merchandise F.O.B.C. by the ITI-GROUP through RIPLP
of $30,000,000 during the adjusted AP, the formula set out in Section 1.6 using
the first year adjustments would have the results indicated below:
$99,843.24-[($73,958.33)+($30,000,000 x 0.0025)]=($49,115.09)
RIPLP would refund to the ITI-GROUP $49,115.09 on or before August 31,
2001.
1.8 Payment Terms. Invoices for commissions, fees and expenses chargeable
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to the ITI-GROUP under this Agreement shall be
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due and payable within thirty (30) days of the receipt of invoice or facsimile
thereof by the applicable ITI-GROUP member. In the alternative, RIPLP, at its
option, may xxxx for commissions, fees and expenses charged to the ITI-GROUP
under this Agreement by means of a month-end statement which statement shall be
due and payable within fifteen (15) days of the statement date. Anything in this
Agreement notwithstanding, P/E Fee installments are due as set out in Section
1.5 above and, during the first AP, as set out in Section 1.7(d) and the
ITI-GROUP will pay those installments to RIPLP as set out in paragraphs 1.5 and
1.7 without requirement of an invoice or statement from RIPLP. If a Surety Bond
or SL/C is used in place of an L/C, the ITI-GROUP agrees to pay RIPLP by wire
transfer all amounts due for merchandise in the amount(s) specified in the
applicable Merchandise Payment Request ("MPR") within three (3) business days
from the date of receipt of the applicable MPR by the ITI-GROUP (or member, as
the case may be), the form of which will be provided by RIPLP. Notwithstanding
the foregoing, RIPLP may, in its sole discretion, extend the payment period and
adjust any amount(s) specified in a MPR in order to resolve any inaccuracies or
discrepancies, or to make similar adjustments to the MPR which may be required.
1.9 Interest Charges. Past due amounts owed to RIPLP hereunder shall accrue
----------------
interest at the prime rate published in the Money Rates section of The Wall
--------
Street Journal (Southwest Edition) on the date the amounts become past due, plus
--------------
one (1) percentage point per annum.
-20-
1.10 Cash Deficiency Payments; Cancellation of Open Orders;
------------------------------------------------------
Non-Acceptance of Bookings.
---------------------------
(a) (i) If at any time the ITI-GROUP or any member fails or is unable
to maintain or adjust any L/C for any reason whatsoever, in the form and in the
amounts and during the periods provided for hereunder, the ITI-GROUP shall
immediately pay into an account designated by RIPLP in immediately available
funds the U.S. dollar amount equal to the difference between (x) the U.S. dollar
amounts of Open Orders required to be covered at such time by L/Cs as provided
for hereunder and (y) the U.S. dollar amounts of Open Orders actually covered by
L/Cs and Cash Deficiency Payments at such time (such payment being a "Cash
Deficiency Payment").
(ii) Within five (5) business days of receipt of notice by RIPLP
from the ITI-GROUP of a repayment obligation under this Section 1.10(a)(ii),
RIPLP shall repay in immediately available funds to the ITI-GROUP or its order
the U.S. dollar amount equal to the positive difference between (x) the U.S.
dollar amounts of Open Orders actually covered by L/Cs and Cash Deficiency
Payments at any time and (y) the U.S. dollar amounts of open Orders required to
be covered at such time by L/Cs and Cash Deficiency Payments as provided for
hereunder. Such repayments by RIPLP shall not include interest and shall be made
solely from and limited to the amounts of Cash Deficiency Payments, if any,
deposited pursuant to Section 1.10(a)(i) hereof.
-21-
(b) In the event that the ITI-GROUP, or any member, fails or is unable
to maintain or adjust any L/C for any reason whatsoever, in the form and in the
amounts and during the periods provided for hereunder and fails to make any Cash
Deficiency Payments for any reason whatsoever, in the amounts provided for
hereunder, then irrespective of whether RIPLP has declared or waived any event
of default pursuant to Section 2.1 hereof, RIPLP (i) shall be entitled in its
sole discretion to cancel any Open Order, provided that RIPLP shall use its best
efforts, to the extent not contrary to its best interests as determined in its
sole discretion, to cancel only Open Orders or amounts of Open Orders by amounts
such that after giving effect thereto the balance of Open Orders will be covered
by L/Cs and Cash Deficiency Payments in the amounts provided for hereunder; and
(ii) shall not be required to initiate or accept any Booking from the ITI-GROUP
or place or confirm on behalf of the ITI-GROUP any Booking with any vendor
unless prior to acceptance or placement or confirmation of such Booking the
ITI-GROUP pays into an account designated by RIPLP in immediately available
funds the full U.S. dollar amount of such Booking. Nothing in this subsection
(b) shall be construed as limiting in any way the right of RIPLP to declare an
event of default pursuant to Section 2.1 hereof.
(c) With respect to cancellation of Open Orders in circumstances other
than in subsection (b) above, (i) in countries other than Korea, the ITI-GROUP
shall have the sole
-22-
right to cancel any Open Order and to negotiate cancellation fees directly with
vendors and (ii) in Korea, both RIPLP and the ITI-GROUP shall have the right to
cancel any Open Order. RIPLP, in its capacity as purchasing agent, will assist
(provided such assistance does not involve the incurrence of any expense on the
part of RIPLP) the ITI-GROUP in canceling any Open Order in an attempt to
mitigate and minimize the ITI-GROUP's liability to any vendor.
(d) RIPLP shall have the option to refuse to act as purchasing
agent/exporter for the ITI-GROUP with any vendor with respect to which the
ITI-GROUP has canceled, through RIPLP or otherwise, an Open Order. In such
circumstances, the ITI-GROUP may then deal directly with such vendor,
notwithstanding the terms of this Agreement.
1.11 Indemnification.
----------------
(a) Each member of the ITI-GROUP, jointly and severally, hereby agrees
to indemnify and hold harmless RADIOSHACK and RIPLP and each of their respective
affiliates, directors, officers, employees, agents and advisors (each, an
"Indemnified Party") against (i) all claims, damages, losses, liabilities,
costs, fees (including reasonable attorney fees), expenses and charges that may
be incurred by, or asserted or awarded against an Indemnified Party, in each
case arising out of or in connection with the cancellation or attempted
cancellation of any Open Order pursuant to Section 1.10 hereof or otherwise, or
any proceeding or litigation or threatened proceeding or
-23-
litigation relating thereto; (ii) all costs, fees (including reasonable attorney
fees), expenses and charges, including without limitation all bank fees and
charges, that may be incurred by or awarded against an Indemnified Party in
connection with any drawing under any L/C, or any proceeding or litigation or
threatened proceeding or litigation relating thereto; and (iii) all costs,
damages, losses, liabilities, fees (including reasonable attorney fees),
expenses and charges that may be incurred by or awarded against an Indemnified
Party, in each case arising out of or in connection with enforcing or defending
the provisions of this Agreement and any subsequent amendments thereto, whether
involving any ITI-GROUP member or any third party.
(b) In connection with any claim for indemnification by an Indemnified
Party under subsection (a)(i) hereof arising out of or in connection with any
proceeding or litigation or threatened proceeding or litigation by a vendor
against any Indemnified Party relating in any way to the cancellation or
attempted cancellation of an Open Order, upon reasonable written notice to
RADIOSHACK and such Indemnified Party, the ITI-GROUP may at its option contest,
manage, and defend any such claim for which it has, or may have, responsibility
for payment, provided that during the pendency of any such proceeding or
--------
litigation, the ITI-GROUP will reimburse such Indemnified Party currently on a
monthly basis for all reasonable legal and other expenses incurred by it in
defending, or assisting in the defense of, any
-24-
such proceeding or litigation notwithstanding the absence of a judicial or
quasi-judicial determination as to the merit of the claim or as to the propriety
and enforceability of the ITI-GROUP's responsibility for such claim and
expenses.
1.12 Fee and Credit Renegotiation. Each of the Purchasing Agent's
----------------------------
Commission set out in Section 1.4 above, the Purchasing Agent/Exporter Fee set
out in Section 1.5 above, and the Merchandise Credit set out in Section 1.6
above may be renegotiated by the parties at any time upon the request of either
party.
1.12A Term. This Agreement will expire upon the termination of the Second
----
Amended and Restated License Agreement (Canada) dated as of May 1, 2001 between
TRS Quality, Inc. (an affiliate of RADIOSHACK) and ITC.
ARTICLE II
DEFAULT
2.1 Events of Default.
-----------------
(a) The use of RIPLP as exclusive agent for the purchase of
merchandise under Article I of this Merchandise Agreement by the ITI-GROUP and
all obligations of RIPLP related thereto may be terminated by RADIOSHACK or
RIPLP upon written notice to ITI (it being understood and agreed by all parties
to this Merchandise Agreement that neither RADIOSHACK nor RIPLP shall be
required to give any such notice to any other member of the ITI-GROUP and that
notice to ITI constitutes notice to all members
-25-
of the ITI-GROUP), at its principle offices at Xxxxxxx, Xxxxxxx, Xxxxxx in the
event of the occurrence of any of the following events of default:
(i) Any member of the ITI-GROUP:
(A) fails to make any payment to RADIOSHACK or RIPLP, when due,
of any purchasing agent's commission or purchasing agent/exporter fee, or any
other amounts payable to RADIOSHACK or RIPLP under this Merchandise Agreement;
or
(B) fails to perform any other material obligation under this
Merchandise Agreement, including, without limitation, the guarantee obligations
set forth in Article III hereof; or
(ii) Any member of the ITI-GROUP defaults on any agreement,
including lease agreements, to which any member of the ITI-GROUP and RADIOSHACK
are parties or are in privity with third parties; or
(iii) Any license agreement between RADIOSHACK, as licensor, and any
member of the ITI-GROUP, as licensee, expires or is terminated for any reason,
or any member of the ITI-GROUP fails to make payment of any sums of money due to
RADIOSHACK under any license agreement; or
(iv) There is a "change of control" of ITI or ITC as that phrase is
used and defined in the license agreement between TRS Quality, Inc. and ITC,
which amended and restated license agreement is being entered into
contemporaneously with this Merchandise Agreement.
-26-
(b) The ITI-GROUP, acting collectively by and through ITI, shall have the
right to cure certain events of default as follows:
(i) In the event of the occurrence of an event of default under
Section 2.1(a)(i) above, the ITI-GROUP shall have the right to cure such event
of default within thirty (30) days from and after the date of written notice by
RADIOSHACK or RIPLP of such event of default; provided, however, that the right
to cure any such event of default shall be limited and shall not exceed a total
of three times during each AP on defaults under 2.1(a)(i)B and payment defaults
on monthly amounts due; or once each AP on payment defaults on quarterly amounts
due;
(ii) In the event of the occurrence of an event of default under
Section 2.1(a)(ii) above, the ITI-GROUP shall have the right to cure such event
of default in accordance with the provisions, if any, relating to the cure of an
event of default contained in any agreement included within the scope of the
provisions of such Section; and
(iii) In the event of the occurrence of an event of default under the
provisions of Section 2.1(a)(iii) above, the ITI-GROUP shall have the right to
cure such event of default in accordance with the provisions of the license
agreement referred to in such Section relating to the cure of an event of
default; provided, however, that the ITI-GROUP shall not have the right to
extend the term of an expired license agreement between RADIOSHACK, as licensor,
and ITC, as licensee, and upon termination or expiration of any such license
agreement this
-27-
Merchandise Agreement shall terminate and shall be of no further force or
effect.
(c) The ITI-GROUP shall not have the right to cure an event of default
resulting from a "change of control" as described in Section 2.1(a)(iv) above.
2.2 Acceleration of Payment. Upon written notice to members of the
-----------------------
ITI-GROUP, RADIOSHACK or RIPLP may also declare any and all purchasing agent's
commissions and purchasing agent/exporter fees, as well as any other amounts
payable to RADIOSHACK or RIPLP under this Merchandise Agreement, to be
immediately due and payable upon any of the events of default described in
Sections (i) through (iv) of Section 2.1(a) above, subject to the right of the
ITI-GROUP to cure certain specified events of default as provided in Section
2.1(b) above, provided that RADIOSHACK or RIPLP may not take any action
contemplated by this Section 2.2 so long as the failure of the ITI-GROUP to make
payments under Section 2.1(a)(ii)(A) above is the result of a reasonable dispute
pursued in good faith and, with regard to such dispute, RADIOSHACK has received
from the ITI-GROUP within five (5) business days prior to the date payment is
due under this Agreement a detailed written notice of the amounts, invoices, and
the basis for dispute, and provided further that all undisputed amounts are paid
to RADIOSHACK or RIPLP in accordance with the terms of this Agreement. The
parties shall make their best, good faith effort to resolve any such dispute
within thirty (30) days
-28-
after the due date of the statement or invoice which includes the disputed
amounts. Within fifteen (15) days after the due date of the statement or invoice
which includes the disputed amounts, the chief financial officer of the
ITI-GROUP and the chief financial officer of RADIOSHACK shall attempt to resolve
the matter. In the event the chief financial officers are unable to resolve the
dispute within the initial fifteen (15) day period, the chief executive officer
of the ITI-GROUP and the chief executive officer of RADIOSHACK shall discuss the
matter during the fifteen (15) days next following in an attempt to resolve the
dispute. In any event, if the dispute is not resolved within thirty (30) days
after the due date of the statement or invoice which includes the disputed
amount, then RIPLP shall have the right to terminate, without notice, the right
of the ITI-GROUP to purchase products through RIPLP and to immediately
terminate, without notice, all purchasing agent services performed by RIPLP
under Sections 1.1 and 1.2 of this Agreement.
2.3 Non-assignment and Termination. The ITI-GROUP acknowledges that its
------------------------------
right to purchase products through RADIOSHACK or RIPLP as provided in Article I
of this Merchandise Agreement, any economic benefits secured by RADIOSHACK or
RIPLP from its vendors for members of the ITI-GROUP under any licensing,
software and hardware agreements, and the agreement of RIPLP to perform
purchasing agent services for members of the ITI-GROUP as provided in Section
1.2 of this Merchandise Agreement, are nonassignable, except with the express
written consent of
-29-
RADIOSHACK and RIPLP, which consent may be withheld by RADIOSHACK or RIPLP in
their sole discretion. Further, such rights and obligations shall terminate
automatically, without need for any action, including notice from RADIOSHACK or
RIPLP, in the event any member of the ITI-GROUP
(a) becomes insolvent,
(b) initiates or otherwise becomes the subject of a foreign or domestic
receivership, arrangement, composition, liquidation, reorganization, bankruptcy,
or other insolvency proceeding, or
(c) enters into an arrangement or composition for the benefit of creditors.
ARTICLE III
GUARANTEE BY EACH MEMBER OF THE ITI-GROUP
3.1 Guarantee. Each of ITI and ITC (hereinafter "Guarantors" or each
---------
"Guarantor") hereby irrevocably and unconditionally, jointly and severally,
guarantees to RADIOSHACK and RIPLP the due and punctual payments, observance and
performance of all of the obligations, terms, conditions and covenants of each
of the other members of the ITI-GROUP pursuant to this Merchandise Agreement,
including, but without limitation, the payment to RADIOSHACK and/or RIPLP when
due of the purchasing agent's commissions, purchasing agent/exporter fees and
any other amounts payable to RADIOSHACK or RIPLP under this Merchandise
Agreement. For purposes of clarity, this guarantee fully extends to any payments
requried to be made under this Agreement to RADIOSHACK or RIPLP that arise from,
or relate in any manner to,
-30-
matters existing prior to May 1, 2001, including without limitation product
orders placed by InterTAN Australia Limited (or any affiliate) through
RADIOSHACK or RIPLP. Furthermore, this guarantee is a continuing guarantee and
shall be binding upon each Guarantor, its successors and assigns, and shall
inure to the benefit of, and be enforceable by, RADIOSHACK and RIPLP, and their
respective successors, transferees and assigns.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Each member of the ITI-GROUP represents and warrants to RADIOSHACK and
RIPLP as follows:
4.1 Due Authority; Enforceability; No Breach. The execution, delivery and
----------------------------------------
performance by it of this Agreement and the consummation of the transactions
contemplated hereby, have been duly authorized by its Board of Directors and by
all other necessary corporate action. This Agreement has been duly executed and
delivered by it and is a legal, valid and binding obligation of it, enforceable
against it. Neither the execution, delivery and performance by it of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the compliance by it with, or fulfillment by it of the terms and provisions
hereof will
(i) conflict with or result in a breach or violation of any of the
terms, conditions or provisions of its certificate of incorporation or bylaws,
or applicable corporate organizational documents; (ii) with or without the
giving of notice or lapse of
-31-
time or both, conflict with or result in a breach or violation of, or default
under, or permit the acceleration of any obligation under any provision of any
agreement, indenture, mortgage, lien, lease or other instrument or restriction
of any kind to which it is a party or by which it is otherwise bound or
affected; or (iii) violate any judgment, order, writ, injunction, decree, law,
statute, rule or regulation applicable to it.
ARTICLE V
MISCELLANEOUS
5.1 Severability. In the event that any provision of this Merchandise
------------
Agreement shall be determined to be invalid or prohibited by law, such provision
shall be ineffective to the extent of such invalidity or prohibition without
invalidating the remainder of this Merchandise Agreement.
5.2 Waiver. No failure or delay in exercising any right, power or remedy
------
under any provision of this Merchandise Agreement shall operate as a waiver of
or otherwise shall prejudice any of the rights, powers or remedies of RADIOSHACK
or RIPLP. No right, power or remedy herein conferred upon RADIOSHACK or RIPLP is
intended to be exclusive of any other right, power or remedy, and each and every
such right, power or remedy shall be cumulative of every other right, power or
remedy given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.
5.3 Amendment. This Merchandise Agreement may be amended only by a document
---------
subscribed in writing by all parties hereto.
5.4 Notices. All notices pursuant to this Merchandise
-------
-32-
Agreement shall be in writing and shall be deemed given when personally
delivered or when mailed by certified or registered mail, return receipt
requested, postage prepaid and properly addressed, or when sent by legible
facsimile transmission (proper transmission confirmed) properly addressed as
follows:
If to any ITI-GROUP member: InterTAN, Inc.
The Royal Centre
0000 Xxxxxxx #0
Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Attn: General Counsel
Fax: (000)000-0000
If to RADIOSHACK or RIPLP: RadioShack Corporation
000 Xxxxxxxxxxxx Xx., Xxx. 0000
Xxxx Xxxxx, Xxxxx 00000
Attn: Xx. Xxxxx X. Xxxxxxxx
Vice President - Law
Fax: (000)000-0000
5.5 Counterparts. This Merchandise Agreement may be executed in
------------
counterparts, any or all of which shall constitute one and the same document.
5.6 Further Assurances. RADIOSHACK and RIPLP each member of the ITI-GROUP
------------------
agree that they will at any time and from time to time, upon request of the
other, execute, acknowledge and deliver all such further instruments and
documents and to do, or cause to be done, all such further acts as may be
required to carry out the purpose and intent of this Merchandise Agreement.
5.7 Merger of Prior Negotiations. All prior negotiations and agreements
----------------------------
between the parties hereto with respect to the subject matter of this
Merchandise Agreement are merged herein.
-33-
5.8 Binding effect. This Merchandise Agreement shall be binding on the
--------------
parties hereto and their respective permitted successors and permitted assigns.
5.9 Headings. The article and section headings in this Merchandise
--------
Agreement are for convenience and reference only, and shall not be utilized in
any way to explain, modify, amplify or add to the interpretation, construction
or meaning of this Merchandise Agreement.
5.10 April 6, 2001 Letter Agreement. The reference in the letter agreement
------------------------------
dated April 6, 2001 between RadioShack and ITI to the "Merchandise Agreement"
shall be deemed to be a reference to this Merchandise Agreement. Nothing in this
Merchandise Agreement shall supersede or modify the terms of such letter
agreement.
ARTICLE VI
GOVERNING LAW AND SUBMISSION TO JURISDICTION
6.1 TEXAS LAW APPLICABLE; SUBMISSION TO JURISDICTION. THIS MERCHANDISE AGREEMENT
----------------------------------------------------------------------------
AND ALL AMENDMENTS THERETO, AND ANY AND ALL CLAIMS, DEMANDS OR ACTIONS OR IN ANY
--------------------------------------------------------------------------------
WAY RELATING THERETO OR INVOLVING ANY DISPUTE BETWEEN OR AMONG ANY OF THE
-------------------------------------------------------------------------
PARTIES HERETO, WHETHER ARISING IN CONTRACT OR TORT, AT LAW, IN EQUITY OR
-------------------------------------------------------------------------
STATUTORILY, SHALL BE GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
--------------------------------------------------------------------------------
LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CHOICE OF
--------------------------------------------------------------------------------
LAWS OF SUCH STATE. EACH PARTY HERETO IRREVOCABLY SUBMITS ITSELF TO THE
-----------------------------------------------------------------------
EXCLUSIVE JURISDICTION OF THE COURTS OF THE FEDERAL COURTS OF THE UNITED STATES,
--------------------------------------------------------------------------------
NORTHERN DISTRICT OF TEXAS, FORT WORTH DIVISION, AND TO
-------------------------------------------------------
-00-
XXX XXXXXX XX XXX XXXXX XX XXXXX LOCATED IN TARRANT COUNTY, TEXAS, AS TO ANY
----------------------------------------------------------------------------
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THE MERCHANDISE AGREEMENT,
------------------------------------------------------------------------------
AS IT MAY BE AMENDED FROM TIME TO TIME, AND AGREES AND CONSENTS THAT SERVICE OF
-------------------------------------------------------------------------------
PROCESS MAY BE HAD UPON IT IN ACCORDANCE WITH THE PROCEDURES, RULES AND LAWS OF
-------------------------------------------------------------------------------
TEXAS IN ANY SUCH DISPUTES. EACH MEMBER OF THE ITI-GROUP HEREBY WAIVES PERSONAL
-------------------------------------------------------------------------------
SERVICE OF ANY AND ALL PROCESS ON IT. EACH MEMBER OF THE ITI-GROUP ALSO CONSENTS
--------------------------------------------------------------------------------
TO SERVICE OF PROCESS BY REGISTERED MAIL DIRECTED TO ITI's PRINCIPAL OFFICE IN
------------------------------------------------------------------------------
XXXXXXX, XXXXXXX, XXXXXX AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED TEN
--------------------------------------------------------------------------------
(10) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED.
------------------------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Merchandise Agreement
to be effective as of May 1, 2001.
InterTAN, Inc.
By: /s/ Xxxxx X. Xxxx
------------------------------
Title: President & CEO
---------------------------
InterTAN Canada Ltd.
By: /s/ Xxxxx X. Xxxx
------------------------------
Title: Director and President
---------------------------
RadioShack Corporation
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Its: Vice President - Law
-----------------------------
-35-
RadioShack International Procurement Limited Partnership
By: RadioShack Corporation, its General Partner
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Its: Vice President - Law
--------------------------------
-36-
