SEC Info - Radioshack Corp - ‘8-K’ for 1/18/95

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Radioshack Corp – ‘8-K’ for 1/18/95

As of: Friday, 2/3/95 · For: 1/18/95 · Accession #: 96289-95-8 · File #: 1-05571

  As Of                Filer                Filing    For·On·As Docs:Size

 2/03/95  Radioshack Corp                   8-K:1       1/18/95    1:131K

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        60±   188K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Acquisition or Disposition of Assets Assets Financial Statements and Exhibits Tandy National Bank
1	1st Page - Filing Submission
2	Item 2. Acquisition or Disposition of Assets
"	Item 7. Financial Statements and Exhibits
7	Assets
9	Tandy National Bank

8-K 1st “Page” of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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    

__________________________________    

January 18, 1995          
Date of Report (Date of earliest event reported)        

TANDY CORPORATION         
(Exact name of registrant as specified in charter)        

Delaware               1-5571               75-1047710            
(State or other         (Commission          (IRS Employer              
jurisdiction of         File Number)      Identification No.)           
incorporation)                                                          

1800 Tandy Center, Fort Worth, Texas                76102               
(Address of principal executive offices)           (Zip Code)           

Registrant's telephone number, including area code                      
(817) 390-3700                                                  

Index to Exhibits is on Page 4.     

8-K 2nd “Page” of 9 TOC 1st Previous Next ↓Bottom Just 2nd
Item 2.     Acquisition or Disposition of Assets                        

On January 18, 1995 Tandy Credit Corporation ("Tandy                    
Credit"), a wholly owned subsidiary of Tandy Corporation (the           
"Corporation"), entered into an agreement to sell its Radio             
Shack and Tandy Name Brand Retail Group (McDuff,                        
VideoConcepts  and The Edge in Electronics) private label               
credit card portfolios to Hurley State Bank, a subsidiary of            
SPS Transaction Services, Inc., a majority-owned subsidiary             
of Dean Witter, Discover & Co., subject to regulatory                   
approval and rating agency consent.  Tandy Credit anticipates           
receiving, upon closing, approximately $293 million in cash             
as well as an $83 million deferred payment amount.  The                 
Corporation will not recognize any material gain or loss on             
the transaction.                                                        

The dollar amounts indicated are approximate and subject to             
final adjustments.  The sale of the Tandy Name Brand and                
Radio Shack private label credit card portfolios will be                
recorded in 1995, subject to regulatory approval and rating             
agency consent.                                                         

Pro forma financial information is presented under Item 7(b)            
below.  The unaudited pro forma consolidated statements of              
income reflect the historical accounts of the Corporation               
adjusted to give pro forma effect to the sale of the credit             
card portfolios as if the transaction had occurred at the               
beginning of 1993.  The unaudited pro forma consolidated                
balance sheet reflects the historical accounts of the                   
Corporation on September 30, 1994 adjusted to give effect to            
the sale of the portfolios as if the sale had occurred on               
September 30, 1994.  The pro forma financial information                
provided also includes the results of the Tandy Credit                  
transaction reported in the Corporation's Form 8-K, Item 5              
disclosure dated December 30, 1994 and filed on January 6,              
1995.                                                                   

The pro forma financial information presented is not                    
necessarily indicative of the results of operations that                
would have occurred had the sale been effective at the                  
beginning of each respective period nor is it necessarily               
indicative of the results of operations which can be expected           
for any subsequent period.  The pro forma adjustments are               
based upon available information and certain assumptions                
that the Corporation believes are reasonable under the                  
circumstances.  The pro forma financial information should be           
read in conjunction with the consolidated financial                     
statements and the notes thereto included in the                        
Corporation's December 31, 1993 Annual Report on Form 10-K.             

Item 7. Financial Statements and Exhibits                               

Listed below are the financial statements, pro forma                    
financial information and exhibits, if any, filed as a part             
of this Report:                                                         

(a)  None                                                           

(b)  Pro Forma Financial Information                                

1   Pro Forma Consolidated Statements of Income for       
the nine months ended September 30, 1994 and the  
year ended December 31, 1993                      

2   Pro Forma consolidated balance sheet of the           
Corporation as of September 30, 1994              

3   Notes to Pro Forma Financial Statements               

(c)  Exhibits                                                       

1   Acquisition Agreement dated January 18,  1995         
without exhibits                                  

8-K 3rd “Page” of 9 TOC 1st Previous Next ↓Bottom Just 3rd
SIGNATURE               

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 this 2nd day of February, 1995.                              

TANDY CORPORATION             
(Registrant)          

Date February 2, 1995        By: /S/ DWAIN H. HUGHES                    
             -------------------
         Dwain H. Hughes
               Senior Vice President
                     and Chief Financial Officer

8-K 4th “Page” of 9 TOC 1st Previous Next ↓Bottom Just 4th
INDEX TO EXHIBITS           
                                        Sequential
                                        Page
Exhibit    Description of Exhibit                    Number             

(a)        None                                                         

(b)        Pro Forma Financial Information                              

(b) 1      Pro Forma Consolidated Statements of                         
Income for the nine months ended            
September 30, 1994 and the year             
ended December 31, 1993                  5  

(b) 2      Pro Forma consolidated balance sheet of                      
the Corporation as of September 30,         
1994                                     7  

(b) 3      Notes to Pro Forma Financial Statements     8                

(c)        Exhibits                                                     

(c) 1      Acquisition Agreement dated January 18,                      
1995 without exhibits                     9   

8-K 5th “Page” of 9 TOC 1st Previous Next ↓Bottom Just 5th
                                                            [Enlarge/Download Table]
                                                                                     
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME                                          
For the nine months ended September 30, 1994                                         
Tandy Corporation and Subsidiaries                                                   
(Unaudited)                                                                          
<CAPTIONS>                                                                           

(In thousands,                         Historical                                    
except per share amounts)              As Reported    Adjustments       Pro Forma    
------------------------------------------------------------------------------------ 
                                                                                     
Net sales and operating revenues       $ 3,120,567     $        --       $ 3,120,567 
Cost of products sold                    1,858,383              --         1,858,383 
                                       -----------     -----------       ----------- 
Gross profit                             1,262,184              --         1,262,184 
                                       -----------     -----------       ----------- 

Expenses:                                                                            
  Selling, general and administrative    1,043,548         (24,322)(A)     1,019,226 
  Depreciation and amortization             62,269             (66)(A)        62,203 
                                       -----------     -----------       ----------- 
  Net operating income                     156,367          24,388           180,755 

Interest income                             61,967         (35,262)(B)        26,705 
Interest expense                           (20,599)          3,565 (C)       (17,034)
                                       -----------     -----------       ----------- 
Net interest income                         41,368         (31,697)            9,671 
                                       -----------     -----------       ----------- 

Income before income taxes,                                                          
  discontinued operations and                                                        
  cumulative effect of change                                                        
  in accounting principle                  197,735          (7,309)          190,426 
Provision for income taxes                 (75,334)          2,785 (D)       (72,549)
                                       -----------     -----------       ----------- 
Income from continuing operations          122,401          (4,524)          117,877 

Preferred dividends                          5,120              --             5,120 
                                       -----------     -----------       ----------- 
Income from continuing operations                                                    
  available to common shareholders     $   117,281     $    (4,524)      $   112,757 
                                       ===========     ===========       =========== 

Income from continuing operations                                                    
  available per average common and                                                   
  common equivalent share              $      1.51                       $      1.45 
                                       ===========                       =========== 
Average common and common                                                            
  equivalent shares outstanding             77,550                            77,550 
                                       ===========                       =========== 

See Notes to Pro Forma Consolidated Financial Statements.                            
                                                                            
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                                                            [Enlarge/Download Table]
                                                                                     
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME                                          
For the year ended December 31, 1993                                                 
Tandy Corporation and Subsidiaries                                                   
(Unaudited)                                                                          

<CAPTIONS>                                                                           
(In thousands,                          Historical                                   
except per share amounts)               As Reported    Adjustments        Pro Forma  
------------------------------------------------------------------------------------ 
                                                                                     

Net sales and operating revenues       $ 4,102,551     $        --       $ 4,102,551 
Cost of products sold                    2,382,607              --         2,382,607 
                                       -----------     -----------       ----------- 
Gross profit                             1,719,944              --         1,719,944 

Expenses:                                                                            
  Selling, general and administrative    1,354,676         (43,038)(A)     1,311,638 
  Depreciation and amortization             79,944             (67)(A)        79,877 
                                       -----------     -----------       ----------- 
  Net operating income                     285,324          43,105           328,429 

Interest income                             65,538         (61,348)(B)         4,190 
Interest expense                           (39,707)          5,906 (C)       (33,801)
                                       -----------     -----------       ----------- 
Net interest income                         25,831         (55,442)          (29,611)
                                       -----------     -----------       ----------- 
Income before income taxes,                                                          
  discontinued operations and                                                        
  cumulative effect of change                                                        
  in accounting principle                  311,155         (12,337)          298,818 
Provision for income taxes                (115,523)          4,610 (D)      (110,913)
                                       -----------     -----------       ----------- 
Income from continuing operations          195,632          (7,727)          187,905 

Preferred dividends                          7,135              --             7,135 
                                       -----------     -----------       ----------- 
Income from continuing operations                                                    
  available to common shareholders     $   188,497     $    (7,727)      $   180,770 
                                       ===========     ===========       =========== 

Income from continuing operations                                                    
  available per average common and                                                   
  common equivalent share              $      2.48                       $      2.37 
                                       ===========                       =========== 
Average common and common                                                            
  equivalent shares outstanding             76,184                            76,184 
                                       ===========                       =========== 

See Notes to Pro Forma Consolidated Financial Statements.                            
                                                                            
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                                                            [Enlarge/Download Table]
                                                                                     
PRO FORMA CONSOLIDATED BALANCE SHEET                                                 
At September 30, 1994                                                                
Tandy Corporation and Subsidiaries                                                   
(Unaudited)                                                                          

<CAPTIONS>                                                                           
                                          Historical                                 
(In thousands)                            As Reported   Adjustments       Pro Forma  
------------------------------------------------------------------------------------ 
                                                                                     
Assets                                                                               
Current assets:                                                                      
  Cash and short-term investments         $  221,024    $  256,064 (E)    $  477,088 
  Accounts and notes receivable, less                                                
    allowance for doubtful accounts          557,411      (297,534)(F)       259,877 
  Inventories, at lower of cost or market  1,401,904            --         1,401,904 
  Other current assets                       125,125          (112)(F)       125,013 
                                          ----------    ----------        ---------- 
    Total current assets                   2,305,464       (41,582)        2,263,882 

Property, plant and equipment, at cost,                                              
  less accumulated depreciation              480,446          (352)(F)       480,094 
Other assets, net of accumulated                                                     
  amortization                               193,683       (13,735)(F)       179,948 
                                          ----------    ----------        ---------- 
                                          $2,979,593    $  (55,669)       $2,923,924 
                                          ==========    ==========        ========== 

Liabilities and Stockholders' Equity                                                 
Current liabilities:                                                                 
  Notes payable                           $   97,344    $  (42,000)(G)    $   55,344 
  Current portion of TESOP guarantee           9,800            --             9,800 
  Accounts payable                           385,849            --           385,849 
  Income taxes payable                        38,245            --            38,245 
  Other current liabilities                  312,359            --           312,359 
                                          ----------    ----------        ---------- 
    Total current liabilities                843,597       (42,000)          801,597 
                                          ----------    ----------        ---------- 

Notes payable, due after one year             76,723            --            76,723 
Guarantee of TESOP indebtedness               54,030            --            54,030 
Other non-current liabilities                 50,972       (13,669)(F)        37,303 
                                          ----------    ----------        ---------- 
    Total other liabilities                  181,725       (13,669)          168,056 
                                          ----------    ----------        ---------- 
Stockholders' Equity:                                                                
  Preferred stock                            529,982            --           529,982 
  Common stock                                85,645            --            85,645 
  Additional paid-in-capital                  91,016            --            91,016 
  Retained earnings                        2,094,640            --         2,094,640 
  Foreign currency translation effects         1,695            --             1,695 
  Stock held in treasury, at cost           (784,351)           --          (784,351)
  Unearned deferred compensation             (64,356)           --           (64,356)
                                          ----------    ----------        ---------- 
Total stockholders' equity                 1,954,271            --         1,954,271 
                                          ----------    ----------        ---------- 
                                          $2,979,593    $  (55,669)       $2,923,924 
                                          ==========    ==========        ========== 

See Notes to Pro Forma Consolidated Financial Statements.                            
                                                                            
8-K 8th “Page” of 9 TOC 1st Previous Next ↓Bottom Just 8th
Notes to Pro Forma Consolidated Financial Statements                    

(A)  To eliminate operating costs associated with Tandy                 
Credit Corporation, to adjust credit card discounts and                 
premiums to the rates which will prevail under merchant                 
services agreements enacted in conjunction with the sale of             
the Radio Shack and Tandy Name Brand Retail Group private               
label credit card portfolios which was completed January 18,            
1995 and the sale of the Computer City and Incredible                   
Universe private label credit card portfolios which was                 
completed December 30, 1994 (collectively, the "Portfolios")            
and to adjust insurance income to the amounts which would               
have been realized under the newly enacted merchant services            
agreements.                                                             

(B)  To eliminate interest income realized on the Portfolios.           

(C)  To eliminate interest expense incurred in relation to              
Tandy Credit Corporation's medium-term notes and other                  
borrowings of Tandy Corporation assumed retired with proceeds           
from the sale of the Portfolios.                                        

(D)  To record the income tax effect of the pro forma                   
adjustments to the Consolidated Statements of Income.                   

(E)  To record cash received from the sale of the Portfolios            
and related assets based on September 30, 1994 book values,             
net of cash assumed used to retire Tandy Credit Corporation's           
medium-term notes payable (see Note (G) below).                         

(F)  To remove net assets sold based on September 30, 1994              
book values.  The pro forma reduction of accounts and notes             
receivable is net of the deferred payment amount that would             
have been applicable at September 30, 1994.                             

(G)  To remove Tandy Credit Corporation's medium-term notes             
payable assumed retired with proceeds from the sale of the              
Portfolios.                                                             

8-K Last “Page” of 9 TOC 1st Previous Next ↓Bottom Just 9th
                                         Exhibit C

ACQUISITION AGREEMENT         
(Phase II)          

THIS ACQUISITION AGREEMENT is made as of the 18th   
day of January, 1995 among TANDY NATIONAL BANK, a limited               
purpose national banking association organized under the laws           
of the United States and located in Gray, Tennessee ("TNB"),            
TANDY CREDIT CORPORATION, a Delaware corporation with its               
principal office located in Fort Worth, Texas ("TCC"), and              
HURLEY STATE BANK, a South Dakota banking association located           
in Sioux Falls, South Dakota ("Purchaser").                             

R E C I T A L S             

TNB is a limited purpose credit card bank currently 
issuing private label credit cards to customers of various              
stores owned by Tandy Corporation, a Delaware corporation               
with its principal office located in Fort Worth, Texas                  
("Tandy"), including company-owned Radio Shack stores and               
participating dealer/franchise Radio Shack outlets and Tandy            
company-owned McDuff, VideoConcepts, AV&C and The Edge in               
Electronics stores (collectively, the "Tandy Stores").                  

TNB wishes to sell to Purchaser, and Purchaser      
wishes to purchase from TNB, pursuant to the terms and                  
subject to the conditions hereof, all account relationships,            
account balances, and certain other assets associated with              
all credit cards currently issued by TNB to customers of, and           
for use at the Tandy Stores (the "TNB Credit Cards" as                  
hereinafter further defined).                                           

Pursuant to that certain Bank Receivables Purchase  
Agreement between TNB and TCC dated as of May 12, 1994 (as              
amended), TCC regularly acquires all credit card receivables            
generated by TNB, including the receivables arising under the           
TNB Credit Cards.                                                       

TCC also owns certain credit card account           
relationships and account balances related to credit cards              
issued by Tandy or TCC to customers of, and for use at the              
Tandy Stores prior to the dates on which TNB began issuing              
such credit cards (the "TCC Credit Cards" as hereinafter                
further defined), and certain charged off account balances              
related to TNB Credit Cards and TCC Credit Cards.                       

TCC wishes to sell to Purchaser, and Purchaser      
wishes to purchase from TCC, pursuant to the terms and                  
subject to the conditions hereof, all account balances                  
relating to TNB Credit Cards, and all account relationships             
(other than with respect to Accounts the Account Balances of            
which are required to be sold to TRC under the TCC                      
Receivables Purchase Agreement), account balances, and                  
certain other assets associated with the TCC Credit Cards to            
the extent not required to be sold to Tandy Receivables                 
Corporation ("TRC") under the TCC Receivables Purchase                  
Agreement.                                                              

Pursuant to that certain Agreement and Plan of      
Merger ("Merger Agreement") of even date herewith among                 
Tandy, TCC, Purchaser and Hurley Receivables Corporation, a             
Delaware corporation with its principal office located in               
Riverwoods, Illinois and a wholly-owned subsidiary of                   
Purchaser ("HRC"), TCC will be merged into HRC (the "Merger")           
immediately after it transfers the TCC Assets (as defined               
below) to Purchaser pursuant to this Agreement.  Upon                   
effectiveness of the Merger, the Merger Assets will become              
assets of HRC.                                                          

ACCORDINGLY, TNB and TCC (sometimes collectively    
referred to hereinafter as "Sellers"; it being understood               
that neither Seller is responsible for, or a guarantor of,              
the other's performance or obligations hereunder unless                 
otherwise expressly stated) and Purchaser agree, for good and           
valuable consideration the sufficiency of which is hereby               
acknowledged, and on the terms and conditions herein set                
forth, as follows:                                                      

1.   Definitions For purposes of this Agreement, the          
following terms shall have the meanings indicated:                      

"Account" means a TCC Credit Card or TNB Credit     
Card (as hereinafter defined) account (including any Interim            
Account or charged-off Account) on which a purchase                     
transaction may be or has been made by (or by a person                  
authorized by) the Cardholder pursuant to a Credit Card, but            
does not include (i) any commercial accounts; (ii) any                  
account as to which the Cardholder's address was not, on the            
date such Account was opened, within the United States, the             
District of Columbia, Puerto Rico or United States                      
territories and possessions (other than with respect to (x)             
United States military on foreign assignment or (y) natural             
persons currently residing in Canada and using the Credit               
Card in the United States for purchases at United States                
locations), (iii) any account which is not payable in United            
States dollars or (iv) any account designated by Purchaser on           
Exhibit 1 delivered at Closing which Purchaser in its                   
reasonable judgment has elected not to purchase due to                  
pending or threatened litigation alleging credit related                
claims, counterclaims or defenses against either Seller or              
its Affiliates and involving such Account or the related                
Cardholder.  A listing of such accounts involving such                  
pending or threatened litigation will be provided by Sellers            
to Purchaser within ten days of the date of this Agreement.             
Sellers will amend or supplement such listing from time to              
time prior to the Closing Date and on the Closing Date.                 

"Account Balance" means, as to any Account, any and 
all amounts owing in respect of such Account by the                     
Cardholder (including accrued interest, fees and other                  
finance and service charges) whether or not billed.  This               
definition shall not be construed as limiting the Accounts              
purchased hereunder.  An Account Balance may be zero or may             
consist of a Credit Balance.  For purposes of Section 3.2,              
charged-off Accounts being transferred to Purchaser hereunder           
shall be deemed to have Account Balances of zero.                       

"Adjustment Period" has the meaning set forth in    
Section 3.5.                                                            

"Affiliate" means, as to any Person, any other      
Person controlling, controlled by, or under common control              
with, such Person.                                                      

  "Agreement" means this Acquisition Agreement,including
all schedules and exhibits hereto, and, if amended, modified or         
supplemented, as the same may be so amended,                            
modified or supplemented from time to time by written                   
agreement signed by the parties.                                        

"Assets" means, collectively, the TNB Assets, the   
TCC Assets and the Merger Assets.                                       

"Assumption Agreements" means (i) the Amendment and 
Assumption Agreement dated as of the date hereof by and among           
TRC, TCC, Tandy and HRC, (ii) the Assumption Agreement dated            
as of the date hereof by and among TRC, TNB and the Purchaser           
and (iii) the Assumption Agreement dated as of the date                 
hereof by and among TRC, TNB, Bankers Trust Company, as                 
Trustee of the Tandy Master Trust and the Purchaser and                 
certain related documents and agreements as may be agreed to            
by the parties hereto.                                                  

"Business Day" means any day falling on Monday      
through Friday of any week except federal, state or religious           
holidays on which Purchaser or any of the Sellers (including            
any guarantor if any thereof) is closed for business.                   

"Call Report" means the Consolidated Report of      
Condition and Income.                                                   

"Card Services Agreement" means that certain Card   
Services Agreement dated as of October 3, 1986, as amended,             
adopted by TCC and assigned to TNB.                                     

"Cardholder" means a person to whom a Credit Card   
is issued by a Seller or Tandy and in whose name the Account,           
in connection with which the Credit Card may be used, is                
established.                                                            

"Cardholder Agreement" means an agreement between a 
Cardholder and a Seller, under which one or more Credit Cards           
are issued.                                                             

"Cardholder Dispute" means, as to any Account, any  
billing error dispute, product or service dispute, or any               
other dispute raised by a Cardholder which arises out of or             
relates to the business or operations of the Credit Card                
Business prior to the Transfer Date or Subsequent Transfer              
Date and which has not been resolved on or before the                   
Transfer Date or applicable Subsequent Transfer Date.                   

"Closing" has the meaning set forth in Section 4.   

"Closing Date" means a date occurring within three  
(3) Business Days following the first day on which a Trial              
Balance for the end of an agreed upon cycle is available                
after receipt of corporate approval, rating agency approvals,           
regulatory approval and the passage of any applicable                   
statutory or regulatory waiting period, and mutually                    
agreeable to Sellers, Purchaser, Tandy and HRC, when the                
Closing under this Agreement is consummated and the Merger              
Agreement is executed and it or a certificate of merger is              
filed with the Secretary of State of the State of Delaware.             

"Closing Statement" means a statement prepared by   
Sellers and Purchaser with respect to the books and records             
of Sellers' respective Credit Card Businesses as of the                 
Transfer Date, substantially in the form of Exhibit 2.                  

"Credit Balance" means, as to any Account, any and  
all amounts owing by a Seller to the Cardholder in respect of           
such Account as a credit balance, whether or not billed.                

"Credit Card" means any TNB Credit Card or TCC      
Credit Card.                                                            

"Credit Card Business" means all of the business    
and operations relating to Credit Cards, and all aspects of             
the activities related thereto, including without limitation            
any such business conducted by TRC.                                     

"Deferred Amount" has the meaning set forth in      
Section 3.3.                                                            

"Deferred Amount Payment" means each installment    
payment of the Deferred Amount set forth in the Closing                 
Statement.                                                              

"Deferred Payment Date" means each date specified   
in the Closing Statement on which a Deferred Amount Payment             
is due from Purchaser.                                                  

"Eligible Account" means any Account which is not   
an Ineligible Account as of its Transfer Date or Subsequent             
Transfer Date, as applicable.                                           

"HRC" has the meaning set forth in the recitals.    

"Hurley Bank Receivables Purchase Agreement" means  
the Bank Receivables Purchase Agreement dated as of December            
30, 1994 between Purchaser and SPS Newco.                               

"Ineligible Account" means any Account which is     
determined during the Adjustment Period to have been any of             
the following:                                                          

  (a)  An Account with respect to which, prior
to the Transfer Date or Subsequent Transfer Date,   
as applicable, neither of the Sellers has received  
notice that the Cardholder has filed a petition or  
a petition has been filed against the Cardholder    
seeking relief under the federal bankruptcy law or  
any other law dealing with the insolvency of a      
consumer or the inability of a consumer to pay his  
debt, and with respect to which neither Purchaser   
nor any Seller has received subsequent notice that  
such Cardholder has reaffirmed his or her           
obligations with respect to such Account;           

  (b)  An Account which, on the Transfer Date,
includes any amount that is more than 179 days past 
due or otherwise represents a "charged-off" Account 
on either of the Sellers' books;                    

    (c)  An Account as to which any of the Sellers
shall, at any time prior to the Transfer Date or    
Subsequent Transfer Date, as applicable, have       
received notification, not thereafter rescinded, of 
an actual or possible fraud loss or lost or stolen  
Credit Card.                                        

(d)  An Account as to which, prior to the 
Transfer Date or Subsequent Transfer Date, as       
applicable, either of the Sellers has received      
notice that the Cardholder has died; or             

(e)  An Account as to which, prior to the 
Transfer Date or Subsequent Transfer Date, as       
applicable, either of the Sellers has received      
notice that the Cardholder has not attained the age 
of eighteen (18).                                   

"Interim Account" means any Account originated by   
TNB on or after the Transfer Date pursuant to Section 6.3.              

"Merchant Services Agreement" means that certain    
Merchant Services Agreement of even date herewith between               
Purchaser and Tandy under which Purchaser will issue private            
label credit cards for use at Tandy Stores.                             

"Merger Agreement" means that certain Agreement and 
Plan of Merger among Tandy, TCC, Purchaser and HRC of even              
date herewith, substantially in the form of Exhibit 18                  
hereto.                                                                 

"Merger Assets" means the following properties and  
assets of TCC;                                                          

(i)  The TRC Stock; and                             

(ii) All other assets of TCC existing on the        
Closing Date, other than the TCC Assets and the assets set              
forth on Exhibit 3, provided that Exhibit 3 may be amended or           
supplemented from time to time prior to the Closing upon                
mutual agreement of the parties hereto.                                 

"Person" means a natural person, corporation,       
limited liability company or partnership, joint venture,                
association, trust, sole proprietorship, unincorporated                 
organization or partnership.                                            

"Pre-Transfer Period" means the period between the  
date of this agreement to and including the Transfer Date.              

"Purchase Price" has the meaning set forth in       
Section 3.2.                                                            

"Receivables Purchase Agreement" means that certain 
"Tandy National Bank - Bank Receivables Purchase Agreement"             
between TNB and TCC dated as of May 12, 1994, as amended.               

"Security Agreement" means that certain Amended and 
Restated Security Agreement dated as of the Closing Date,               
between SPS Newco, TCC and Tandy, granting Tandy and its                
permitted successors and assigns a security interest in                 
certain Account Balances transferred to SPS Newco under the             
Hurley Bank Receivables Purchase Agreement, as amended.                 

"Special Plan" means, as to any Account, any        
payment plan with respect to any particular purchase of goods           
or services which is identified as a Special Plan in Exhibit            
4, provided that Exhibit 4 may be supplemented from time to             
time prior to the Closing upon mutual agreement of the                  
parties hereto.                                                         

"Special Plan Account Balance" means, as to any     
Account, any portion of the Account Balance which, pursuant             
to the terms of a Special Plan, as of the Transfer Date or              
Subsequent Transfer Date is not yet due and payable.                    

"SPS" means SPS Payment Systems, Inc., a Delaware   
corporation.                                                            

"SPS Newco" means SPS Newco, Inc., a Delaware       
corporation.                                                            

"SPS Newco Assignment Agreement" means the Hurley   
Assignment, Assumption and Release Agreement dated as of the            
Closing Date, between Purchaser and SPS Newco.                          

"SPS Guaranty" means the Guaranty of SPS, dated as  
of the Closing Date, of all of the Purchaser's and its                  
assignees' obligations under this Agreement, substantially in           
the form of Exhibit 5 hereto.                                           

"Subsequent Transfer Date" means the date any       
Interim Account is created.                                             

"Tandy" means Tandy Corporation, a Delaware         
corporation.                                                            

"Tandy Agreements" has the meaning set forth in     
Section 11.9(b)(v).                                                     

"Tandy Assignment Agreement" means the agreement    
between Tandy and TCC dated the Closing Date, substantially             
in the form of Exhibit 19 hereto.                                       

"Tandy Guaranty" means the Guaranty by Tandy, dated 
as of the Closing Date, of all of each Seller's and their               
respective assignees' obligations under this Agreement and              
the Merger Agreement, substantially in the form of Exhibit 6            
hereto.                                                                 

"Tandy Securitization" has the meaning set forth in 
Section 9.19.                                                           

"TCC Assets" has the meaning set forth in Section   
2.3.                                                                    

"TCC Credit Card" means any consumer credit card    
issued prior to the last Subsequent Transfer Date by Tandy or           
TCC or evidencing an account owned by TCC and bearing or                
including the name, logo or symbol(s) of any of the Tandy               
Stores.                                                                 

"TCC Receivables Purchase Agreement" means the      
Receivables Purchase Agreement dated as of May 1, 1991                  
between TCC and TRC, as amended and restated as of May 12,              
1994.                                                                   

"TCC Stock" means all of the issued and outstanding 
shares of the stock of TCC.                                             

"TNB Assets" has the meaning set forth in Section   
2.1.                                                                    

"TNB Credit Card" means any consumer credit card    
issued prior to the last Subsequent Transfer Date by TNB or             
evidencing an account owned by TNB and bearing or including             
the name, logo or symbol(s) of any of the Tandy Stores.                 

"Transferred Account Balance" means, as to any      
Account, any portion of the Account Balance which has been              
transferred to TCC pursuant to the Receivables Purchase                 
Agreement or the Tandy Assignment Agreement.                            

"Transfer Date" means the closing of processing of  
Accounts by SPS in the ordinary course of business on the               
first date for which a Trial Balance for the end of an agreed           
upon cycle is available after receipt of rating agency                  
approvals, regulatory approval and the passage of any                   
applicable statutory waiting periods, and mutually agreeable            
to Purchaser and Sellers.                                               

"TRC" means Tandy Receivables Corporation.                  

"TRC Stock" means all of the issued and outstanding 
shares of the stock of TRC.                                             

"Trial Balance" means, for any day, the schedule of 
Account Balances, including credits, debits and other entries           
posted as of such day, in the format generated by SPS in the            
regular course of business as Form R-16.  It is understood              
that charged-off Accounts being transferred to Purchaser                
hereunder shall not appear on the Trial Balance.                        

"TSI" means SPS Transaction Services, Inc., a       
Delaware corporation.                                                   

"TSI Guaranty" means the Guaranty by TSI, dated as  
of the Closing Date, of all of the Purchaser's obligations              
under this Agreement, substantially in the form of Exhibit 7            
hereto.                                                                 

"24 Month Account Balance" means any Account        
Balance owing in respect of a 24 month Special Plan under an            
Account.                                                                

2.   Sales, Purchases and Assumptions                         

2.1  Sale and Purchase of TNB Assets                

On the Closing Date, as of the Transfer Date with   
respect to Accounts that are not Interim Accounts and as of             
the applicable Subsequent Transfer Date with respect to each            
Interim Account, TNB agrees to sell, assign and transfer to             
Purchaser, and Purchaser agrees to purchase from TNB, all               
right, title and interest in and to the following properties            
and assets (collectively, the "TNB Assets"):                            

    (i)   All Accounts related to TNB Credit Cards
       (including all Account Balances other
than 24 Month Account Balances
thereunder not required to be 
        transferred to TRC pursuant to the TCC
  Receivables Purchase Agreement);

 (ii)  All Cardholder Agreements relating to
TNB Credit Cards;             

(iii) All records directly relating to TNB
  Credit Card Accounts and Account
Balances of TNB; and          

 (iv)  Related assets set forth on Exhibit 8
        hereto, provided that Exhibit 8 may be
         supplemented from time to time prior to
          the Closing upon mutual agreement of the
parties hereto.               

The sale to Purchaser of the Accounts (including    
the Account Balances thereunder not required to be                      
transferred to TRC pursuant to the TCC Receivables Purchase             
Agreement) and the other TNB Assets is made without recourse            
to TNB, subject only to TNB's representations and warranties            
under Section 8 and TNB's indemnification under Section 7.1.            

2.2  Assumption of TNB Obligations under TNB        
Assets; TCC Consent                                                     

Purchaser agrees to assume all obligations of TNB   
to Cardholders under Cardholder Agreements relating to TNB              
Credit Cards that are to be performed after the Transfer Date           
or Subsequent Transfer Date, as applicable, and were not                
required to be performed before the Transfer Date or                    
Subsequent Transfer Date, as applicable.  TCC hereby consents           
to the sale and assumption contemplated by Sections 2.1 and             
2.2.                                                                    

2.3  Sale and Purchase of TCC Assets                

On the Closing Date, as of the Transfer Date, TCC   
agrees to sell, assign and transfer to Purchaser, and                   
Purchaser agrees to purchase from TCC all right, title and              
interest in and to the following properties and assets                  
(collectively, the "TCC Assets"):                                       

(i)   All Transferred Account Balances not
   required to be transferred to TRC
          pursuant to the TCC Receivables Purchase
         Agreement and not constituting 24 Month
Account Balances;             

 (ii)  All Accounts (other than Accounts the
        Account Balances of which are required
          to be transferred to TRC pursuant to the
     TCC Receivables Purchase Agreement)
        related to TCC Credit Cards (including
     the Account Balances thereunder not
   required to be transferred to TRC
          pursuant to the TCC Receivables Purchase
Agreement);                   

 (iii) All Cardholder Agreements relating to
       TCC Credit Cards;

(iv)  All records directly relating to    
      Transferred Account Balances and TCC
Credit Card Accounts; and     

(v)  Related assets set forth on Exhibit 8
      hereto, provided that Exhibit 8 may be
       supplemented from time to time prior to
        the Closing upon mutual agreement of the
parties hereto.                 

The sale to Purchaser of the Transferred Account    
Balances and the other TCC Assets is made without recourse to           
TCC, subject only to TCC's representations and warranties               
under Section 9 and TCC's indemnification under Section 7.2.            

2.4  Assumption of TCC Obligations under TCC        
Assets; TNB Consent                                                     

Purchaser agrees to assume all obligations of TCC   
to Cardholders under Cardholder Agreements relating to TCC              
Credit Cards that are to be performed after the Transfer Date           
or Subsequent Transfer Date, as applicable, and were not                
required to be performed before the Transfer Date or                    
Subsequent Transfer Date, as applicable.  TNB consents to the           
sale and assumption contemplated by Sections 2.3 and 2.4.               

2.5  Accounting Books and Records; Rights of        
Inspection                                                              

Each Seller shall retain its accounting books and   
records relating to the Credit Cards for a period of seven              
(7) years from and after the Closing Date or for such longer            
time as may be required by law or applicable statutes of                
limitation.  Purchaser shall be provided access to such books           
and records at such locations as they are normally kept and             
may inspect and copy such records.  Such inspection and                 
copying shall be conducted during Sellers' normal business              
hours in a manner which does not reasonably interfere with              
normal business operations, after giving reasonable prior               
written notice.                                                         

3.   Transfer Date; Consideration for Assets                  

3.1  Transfer Date                                  

The purchases and sales hereunder shall be          
effective as of the Transfer Date or each Subsequent Transfer           
Date as specified in Sections 2.1 and 2.3 respectively.                 

3.2  Purchase Price                                 

The amount to be paid by Purchaser to Sellers for   
the Assets on the Closing Date (the "Purchase Price") shall             
be an amount equal to (A) the Account Balance (other than any           
24 Month Account Balance) of all Eligible Accounts, plus (B)            
the amount then on deposit in the collection account pursuant           
to the Tandy Securitization, less (C) the agreed upon amount            
set forth in the Closing Statement, less (D) the unpaid                 
principal amount of the 8.25% Class A Asset Backed                      
Certificates issued in connection with the Tandy                        
Securitization plus the accrued and unpaid interest thereon.            
The Purchase Price shall be payable in the manner set forth             
in Section 3.3, subject to adjustment as hereinafter provided           
in this Agreement (including without limitation Section 3.5             
for Accounts later determined to be Ineligible Accounts and             
further subject to adjustment as provided in this Agreement             
under Section 3.6).                                                     

3.3  Method of Payment                              

At the Closing, Purchaser will pay to Sellers or    
their respective assignees or designees the cash amount set             
forth on the Closing Statement in immediately available funds           
deposited as directed by Sellers; and the remainder will be             
paid on a deferred basis (the "Deferred Amount").  The                  
Deferred Amount is calculated based on the total Special Plan           
Account Balances (excluding 24 Month Account Balances) as of            
the Transfer Date.  The Deferred Amount shall be payable in             
installments as described in the next sentence.  On each                
Deferred Payment Date, Purchaser shall pay to Sellers an                
amount equal to the Deferred Amount Payment set forth in the            
Closing Statement which is due on such Deferred Payment Date.           
Deferred Amount Payments made by Purchaser will reduce the              
outstanding balance of the Deferred Amount.                             

3.4  [Intentionally Left Blank]                     

3.5  Adjustments for Ineligible Accounts            

With respect to the period from the Closing Date to 
240 days after the Closing Date (the "Adjustment Period"), if           
Purchaser is unable (by reason only of the matter or event              
which rendered the Account ineligible and only to the extent            
thereof) to collect from any Cardholder the full Account                
Balance in respect of any Ineligible Account for which                  
Purchaser paid a portion of the Purchase Price described in             
this Agreement, unless Purchaser shall be required to refund            
any amounts to such Cardholder due to the event making such             
Account an Ineligible Account, then Sellers will promptly               
repay to Purchaser the uncollected portion of any such                  
Account Balance, or of such refund, as the case may be.                 
During the Adjustment Period, Purchaser will use the same               
efforts to collect such Account Balances as Purchaser uses              
with respect to other accounts owned by it.  Payments                   
received by Purchaser during the Adjustment Period will be              
applied in accordance with the applicable Cardholder                    
Agreement.  Purchaser shall provide to each Seller a monthly            
list of Ineligible Accounts currently uncollected.  By 250              
days after the Closing Date, Purchaser shall provide Sellers            
a final settlement statement identifying all Ineligible                 
Accounts with respect to which Purchaser was unable to                  
collect from any Cardholder that portion of the Account                 
Balance for which payment was made on the Closing Date and              
the amount of the uncollected Account Balance related                   
thereto, and payment shall be made to Purchaser by or on                
behalf of Sellers of the total amount of such uncollected               
Account Balances.  Unless either Seller has notified                    
Purchaser of a dispute in the amount, Purchaser may set off             
any amounts owed by Sellers under this Section 3.5 against              
amounts owing by Purchaser to Tandy through the mechanism for           
settlement under the Merchant Services Agreement.                       
Disagreements as to the proper amount of such uncollected               
Account Balances shall be resolved in the manner set forth in           
Section 15 of this Agreement.                                           

3.6  Adjustments of Purchase Price                  

The Purchase Price shall be adjusted on or about    
the 16th day of the calendar month following the calendar               
month in which the Closing Date occurs to reflect (i)                   
required adjustments (for sales and clearing of payments in             
process and suspense accounts) to the Trial Balance as of the           
Transfer Date occurring in the normal course of business and            
to reflect the Purchase Price due for any Interim Accounts;             
(ii) account balances associated with Credit Cards which were           
included as Accounts on the Closing Statement, but were later           
determined not to be Accounts (as defined in Section 1                  
hereof); and (iii) 24 Month Account Balances inadvertently              
included in the Trial Balance.  All other adjustments as                
permitted under this Agreement shall be made pursuant to the            
settlement mechanism under the Merchant Services Agreement.             
Disagreements as to the proper amount of such adjustments               
shall be resolved in the manner set forth in Section 15 of              
this Agreement.                                                         

3.7  Allocation of Purchase Price                   

(a)  The Purchase Price shall be allocated as       
reasonably determined by Purchaser on a schedule (the                   
"Schedule") to be prepared by Purchaser either prior to or              
after the Closing and provided to Sellers as soon as the                
Schedule is available, but in no event more than thirty (30)            
calendar days after the Closing Date.  Sellers shall have ten           
(10) Business Days after the receipt of the Schedule to                 
object to any allocation set forth therein.  Thereafter, the            
parties shall negotiate in good faith to agree on a final               
form of the Schedule.  If the parties cannot agree on the               
final form of the Schedule, any disputed items shall be                 
resolved in the manner set forth in Section 15 hereof.                  

(b)  Within ten (10) calendar days after the final  
determination of the Schedule as provided above, Purchaser              
shall prepare, consistent with the allocations set forth in             
the Schedule as finally determined, an IRS Form 8594 pursuant           
to Section 1060 of the Code (and any comparable form under              
state, local or foreign law) based on the Schedule as agreed            
upon by the parties hereto and shall deliver such completed             
IRS Form 8594 to Sellers for their review.  Purchaser and               
Sellers agree to report, and to cause their respective                  
Affiliates to report, this transaction for state, local,                
federal and foreign tax purposes in all respects consistent             
with and in accordance with the Schedule and the Form 8594              
prepared by Purchaser (and any comparable form under state,             
local or foreign law).  Purchaser and each of the Sellers               
shall file a Form 8594 with the Internal Revenue Service as             
provided in the Internal Revenue Code of 1986, as amended,              
and the regulations promulgated thereunder.  If any state,              
local, foreign or federal taxing authority challenges such              
allocation, Purchaser and each of the Sellers shall cooperate           
and shall cause their respective Affiliates to cooperate, in            
good faith in responding to such challenge.  The party                  
receiving such challenge shall give prompt written notice to            
the other party of any such challenge.                                  

3.8  Sales Taxes                                    

Purchaser agrees to pay any and all sales, transfer 
or similar taxes payable by reason of the purchase and sale             
of the Assets and the transfer and assumption of Accounts and           
Account Balances under this Agreement.                                  

4.   Closing                                                  

The closing in respect of the sale and purchase of  
the Credit Card Business and the Merger (the "Closing") shall           
take place on the Closing Date at 1800 One Tandy Center, Fort           
Worth, Texas.                                                           

5.   Agreements of Sellers during Pre-Transfer Period         

During the Pre-Transfer Period:                     

5.1  Access to Records and Information              

Sellers shall afford to Purchaser and its           
authorized agents and representatives reasonable access to              
the records, credit files and other information within each             
Seller's possession relating to their respective Credit Card            
Business.  Each Seller shall during such period cause its               
personnel to provide to Purchaser assistance in Purchaser's             
investigation of matters relating to their respective Credit            
Card Business and to the Assets; provided, however, that                
Purchaser's investigation shall be conducted in a manner                
which does not unreasonably interfere with such Seller's                
normal operations.                                                      

5.2  Operation of Credit Card Business              

Each Seller agrees to keep and maintain records and 
books of account in the same manner as it has in the past and           
as in effect on the date of this Agreement of all revenues              
and expenses with respect to the business and operations of             
its Credit Card Business; each Seller further agrees in                 
accordance with its past practices to use reasonable efforts            
to collect or arrange for the collection of all revenues and            
other receipts with respect to its Credit Card Business.                

5.3  Conduct of Business Prior to Transfer Date     

Except as may be otherwise required by law or       
regulatory requirement or unless Purchaser otherwise consents           
in writing, each Seller will manage and operate its Credit              
Card Business in the ordinary course of business and in                 
substantially the same manner (except as otherwise required             
hereunder) as heretofore managed and operated by such Seller;           
provided that each Seller will promptly advise Purchaser in             
writing of any material actions, suits or proceedings,                  
including but not limited to regulatory proceedings or                  
inquiries, which are made, commenced or threatened against or           
affecting such Seller or its Credit Card Business in addition           
to those set forth on Exhibit 9, and will promptly advise               
Purchaser in writing of any other actual or, if within                  
Sellers' knowledge, prospective adverse change in the                   
financial condition, business or prospects of its Credit Card           
Business; and provided further that neither Seller will                 
waive, any material claim owed to it in connection with its             
Credit Card Business or breach any material obligation under            
any contract, commitment or agreement relating to the Assets.           
Neither Seller will, after the date hereof, settle or                   
compromise any material claim without the consent of the                
Purchaser.                                                              

5.4  Due Diligence                                  

Sellers shall assist Purchaser in all reasonable    
respects in conducting its due diligence prior to the Closing           
Date and Sellers and Purchaser agree to resolve all related             
issues in good faith.                                                   

6.   Certain Agreements of Purchaser and Sellers                        

6.1  Certain Filings and Consents                   

Sellers and Purchaser shall as soon as practicable  
make or cause to be made any filings and applications                   
required to be filed in order to obtain all required                    
regulatory approvals, consents or waivers.  Purchaser and               
Sellers shall cooperate in the preparation of all such                  
filings and applications prior to filing.  All such                     
applications shall be mutually acceptable to Purchaser and              
Sellers.  Purchaser and Sellers shall cooperate with one                
another (A) in promptly determining what filings or                     
applications are required to be made or approvals, consents             
or waivers are required to be obtained under any relevant               
federal, state, local or foreign law or regulation and (B) in           
promptly making any such filings or applications, furnishing            
information required in connection therewith and seeking to             
obtain any such approvals, consents or waivers in a timely              
manner.  Purchaser and Sellers shall use their reasonable               
best efforts to take promptly, or cause to be taken promptly,           
all other actions and to do promptly, or cause to be done               
promptly, all other things necessary, proper or advisable               
under applicable laws and regulations, to consummate and make           
effective the transactions contemplated by this Agreement as            
promptly as practicable.                                                

6.2  Communications with Public                     

Neither Purchaser nor any of Sellers nor their      
respective Affiliates shall issue any press releases or make            
any public statements concerning this Agreement or the                  
transactions hereunder without the prior approval of each of            
the other parties hereto of both the content and timing of              
such press releases or statements.  Both the content and                
timing of communications with Cardholders concerning the                
transactions contemplated by this Agreement are subject to              
the prior approval of Sellers and Purchaser.  Notwithstanding           
the above, if any party hereto reasonably believes in good              
faith that any press release, public statement or                       
communication is required by law or regulation, and any other           
party hereto refuses to approve such press release, public              
statement or communication, such press release, public                  
statement or communication may be made without prior                    
approval.                                                               

6.3  Operation of Credit Card Business After        
Transfer Date                                                           

From the Transfer Date to the Closing Date, each    
Seller shall continue to manage and operate the Credit Card             
Business in the ordinary course of business and in                      
substantially the same manner (except as otherwise required             
hereunder) as heretofore managed and operated by such Seller,           
for the benefit of Purchaser.  All applications for TNB                 
Credit Cards received by TNB on or after the Transfer Date,             
but prior to the Closing Date, shall be acted upon by TNB in            
the ordinary course of business and all credit extended                 
thereunder shall constitute the Interim Accounts.  After the            
Closing Date and until such time as Purchaser's credit card             
applications and agreements are substituted for credit card             
applications and agreements at all Tandy Stores, Sellers                
shall act as agent for Purchaser for the limited purpose of             
originating new credit card accounts to be issued by                    
Purchaser to customers of Tandy Stores pursuant to the                  
Merchant Services Agreement.  Any credit card applications              
received by Sellers for TNB Credit Cards on or after the                
Transfer Date and not acted upon prior to the Closing Date              
shall be delivered to Purchaser promptly upon receipt.  All             
credit card accounts opened pursuant to such applications               
shall be deemed originated by Purchaser.                                

6.4  Cardholder Disputes                            

Cardholder Disputes relating to Accounts arising on 
or before the Transfer Date or on or before the applicable              
Subsequent Transfer Date shall be resolved in a manner                  
consistent with the provisions of the Merchant Services                 
Agreement as if such Cardholder Disputes had arisen with                
respect to accounts subject to the provisions of the Merchant           
Services Agreement.  Sellers shall have no financial                    
responsibility under the Merchant Services Agreement to                 
Purchaser with respect to any Account beyond the disputed               
amount or the Account Balance on the Transfer Date or                   
Subsequent Transfer Date, as applicable, which was included             
in the Purchase Price, whichever is less.                               

6.5  Payments Received by Sellers                   

Each Seller will hold in trust for Purchaser all    
monies, checks and other payments received by such Seller               
after the Transfer Date on any Account purchased by Purchaser           
from Sellers.  Such amounts shall be remitted pursuant to the           
settlement mechanism under the Merchant Services Agreement.             
Each Seller hereby authorizes and empowers Purchaser to sign            
and endorse such Seller's name on all checks, drafts, money             
orders or other forms of payment relating to such Accounts              
purchased by Purchaser.                                                 

6.6  Collection of Purchased Accounts               

Subject to the provisions of any prior agreement    
between Purchaser or any of its Affiliates and Sellers or any           
of their Affiliates, Purchaser shall have the right to take,            
or cause to be taken, such action to enforce Purchaser's                
rights with respect to any Account purchased hereunder as               
Purchaser may deem necessary or appropriate in the                      
circumstances.  Any such collection or enforcement action, to           
the extent reasonably deemed legally required by Purchaser,             
may be carried out in either Seller's name or in Purchaser's            
name, at the option of Purchaser, provided that Purchaser may           
only carry out such action in a lawful manner in a Seller's             
name with the prior written permission of such Seller.  Each            
Seller hereby constitutes and appoints Purchaser its true and           
lawful attorney for such purpose, with full power of                    
substitution in the premises, which appointment shall include           
(but shall not be limited to) the power to demand, sue for,             
collect and receive any and all amounts owing at any time on            
any Account purchased from such Seller and owned by                     
Purchaser, and to endorse checks, drafts, orders and other              
instruments tendered in payment of such amounts and to                  
settle, compromise, prosecute or defend any claims Purchaser            
or such Seller may have with respect thereto.  This power of            
attorney shall be deemed to be a power coupled with an                  
interest.                                                               

6.7  Sellers' Assurances                            

On and after the Closing Date, each Seller shall    
(i) give such further assurances to Purchaser and shall                 
execute, acknowledge and deliver all such acknowledgements              
and other instruments and take such further action as may be            
reasonably necessary and appropriate effectively to vest in             
Purchaser the full legal and equitable title to the Assets;             
and (ii) cooperate with Purchaser in the orderly transition             
of the operations acquired by Purchaser.                                

6.8  Purchaser's Assurances                         

On and after the Closing Date, Purchaser shall:     
(i) give such further assurances to each Seller and shall               
execute, acknowledge and deliver all such acknowledgements              
and other instruments and take such further action as may be            
necessary and appropriate to relieve and discharge                      
effectively such Seller from any obligations assumed by                 
Purchaser; and (ii) cooperate with Sellers in the orderly               
transition of the operations acquired by Purchaser.                     

6.9  Audit Letter                                   

At the request of the other party, at the           
requesting party's expense and upon reasonable notice, the              
requested party shall provide to the requesting party a                 
letter from its independent accounting firm reporting the               
results of the accounting firm's review of the requested                
party's records and internal procedures relating to the                 
Accounts.                                                               

6.10 Correction of Account Terms                    

After the Closing Date, Purchaser shall use         
reasonable efforts to identify TNB Credit Card Accounts not             
in compliance with current laws and regulations relating to             
fees and charges which are not promptly debit ratified as to            
Purchaser's terms.  If Purchaser, in its sole and absolute              
discretion, determines that it is possible to remedy any such           
violations of laws or regulations with respect to (i) such              
identified TNB Accounts and (ii) any TCC Credit Card Accounts           
which have not been debit ratified as to Purchaser's terms              
with respect to which Purchaser (without independent                    
investigation) has actual knowledge of any similar                      
violations, Purchaser shall make a good faith attempt to                
remedy such violations.                                                 

7.   Indemnification                                          

7.1  Indemnification by TNB                         

(a)  TNB hereby agrees to indemnify Purchaser and   
hold Purchaser harmless from any liability, loss, cost or               
expense, including reasonable outside attorneys' fees, to the           
extent it is caused by or results from: (i) the breach by TNB           
of its representations or warranties contained in this                  
Agreement; (ii) the breach by TNB of any of its covenants or            
agreements herein contained; or (iii) any liability or                  
obligation, contingent or otherwise, arising out of or in               
connection with TNB's conduct of its Credit Card Business               
prior to the Closing Date; except, in the case of clause                
(iii), to the extent that (A) such liability or obligation is           
expressly assumed by Purchaser under this Agreement, or (B)             
such liability, loss, cost or expense results from a breach             
by SPS of SPS's obligations under the Card Services Agreement           
or a violation of law by SPS, unless the act or omission                
constituting such violation was within the control of any of            
the Sellers, or (C) the act or omission causing such                    
liability, loss, cost or expense was directly within the                
control of SPS.                                                         

(b)  In case any claim is made, or any suit or      
action is commenced, against Purchaser in respect of which              
indemnification is sought by it under this Section 7.1,                 
Purchaser shall promptly give TNB notice thereof and TNB                
shall be entitled to participate in (or, if Purchaser does              
not desire to defend, to conduct) the defense thereof at                
TNB's expense.  TNB may (but need not) defend or participate            
in the defense of any such claim, suit or action, but TNB               
shall promptly notify Purchaser if TNB shall not desire to              
defend or participate in the defense of any such claim, suit            
or action, or if TNB disputes liability for indemnity under             
this Section 7.1.  Thereafter Purchaser shall defend and, so            
long as TNB has not undertaken the defense or is not                    
participating in the defense, Purchaser may at any time                 
notify TNB of its intention to settle or compromise any                 
claim, suit or action against Purchaser in respect of which             
payments may be sought by Purchaser hereunder, and Purchaser            
may settle or compromise any such claim, suit or action                 
unless TNB notifies Purchaser in writing (within ten (10)               
days after Purchaser has given written notice of its                    
intention to settle or compromise) TNB intends to conduct the           
defense of such claim, suit or action.  Any such permitted              
settlement or compromise by Purchaser of, or any final                  
judgment or decree entered on or in, any claim, suit or                 
action which Purchaser has defended and of which TNB has not            
elected to defend or to participate in the defense of in                
accordance herewith, shall be deemed to have been consented             
to by, and shall be binding upon, TNB as fully as if TNB had            
assumed the defense thereof and a final judgment or decree              
had been entered in such suit or action, or with regard to              
such claim, by a court of competent jurisdiction for the                
amount of such settlement, compromise, judgment or decree.              
In all cases in which TNB is participating in the defense               
with Purchaser, Purchaser shall not settle or compromise any            
claim or action without TNB's prior written consent, which              
shall not be unreasonably withheld.                                     

7.2  Indemnification by TCC                         

(a)  TCC hereby agrees to indemnify Purchaser and   
hold Purchaser harmless from any liability, loss, cost or               
expense, including reasonable outside attorneys' fees, to the           
extent it is caused by or results from: (i) the breach by TCC           
of TCC's representations or warranties contained in this                
Agreement or the Merger Agreement; (ii) the breach by TCC of            
any of its covenants or agreements contained herein or in the           
Merger Agreement; or (iii) any liability or obligation,                 
contingent or otherwise, or arising out of or in connection             
with TCC's conduct of its Credit Card Business prior to the             
Closing Date; except, in the case of clause (iii), to the               
extent that (A) such liability or obligation is expressly               
assumed by Purchaser pursuant to this Agreement, or (B) such            
liability, loss, cost or expense results from a breach by SPS           
of SPS's obligations under the Card Services Agreement or a             
violation of law by SPS, unless the act or omission                     
constituting such violation was within the control of any of            
the Sellers, or (C) the act or omission causing such                    
liability, loss, cost or expense was directly within the                
control of SPS.                                                         

(b)  In case any claim is made, or any suit or      
action is commenced, against Purchaser in respect of which              
indemnification is sought by it under this Section 7.2,                 
Purchaser shall promptly give TCC notice thereof and TCC                
shall be entitled to participate in (or, if Purchaser does              
not desire to defend, to conduct) the defense thereof at                
TCC's expense.  TCC may (but need not) defend or participate            
in the defense of any such claim, suit or action, but TCC               
shall promptly notify Purchaser if TCC shall not desire to              
defend or participate in the defense of any such claim, suit            
or action or if TCC disputes liability for indemnity under              
this Section 7.2.  Thereafter Purchaser shall defend and, so            
long as TCC has not undertaken the defense or is not                    
participating in the defense.  Purchaser may at any time                
notify TCC of its intention to settle or compromise any                 
claim, suit or action against Purchaser in respect of which             
payments may be sought by Purchaser hereunder, and Purchaser            
may settle or compromise any such claim, suit or action                 
unless TCC notifies Purchaser in writing (within ten (10)               
days after Purchaser has given written notice of its                    
intention to settle or compromise) TCC intends to conduct the           
defense of such claim, suit or action.  Any such permitted              
settlement or compromise by Purchaser of, or any final                  
judgment or decree entered on or in, any claim, suit or                 
action which Purchaser has defended and of which TCC has not            
elected to defend or participate in the defense of in                   
accordance herewith, shall be deemed to have been consented             
to by, and shall be binding upon, TCC as fully as if TCC had            
assumed the defense thereof and a final judgment or decree              
had been entered in such suit or action, or with regard to              
such claim, by a court of competent jurisdiction for the                
amount of such settlement, compromise, judgment or decree.              
In all cases in which TCC is participating in the defense               
with Purchaser, Purchaser shall not settle or compromise any            
claim or action without TCC's prior written consent, which              
shall not be unreasonably withheld.                                     

7.3  Indemnification by Purchaser                   

(a)  Purchaser hereby agrees to indemnify each      
Seller and hold it harmless from any liability, loss, cost or           
expense, including reasonable outside attorneys' fees, to the           
extent it is caused by or results from: (i) the breach of any           
of Purchaser's representations or warranties contained in               
this Agreement or the Merger Agreement; (ii) the breach by              
Purchaser of any of its covenants or agreements contained               
herein or in the Merger Agreement; or (iii) any liability or            
obligation, contingent or otherwise, arising out of or in               
connection with Purchaser's conduct of the Credit Card                  
Business following the Closing Date and not relating to acts            
or occurrences prior to the Closing Date; except, in the case           
of clause (iii), to the extent that (A) such liability or               
obligation is expressly assumed by such Seller pursuant to              
this Agreement, (B) such liability, loss, cost or expense               
results from a breach by either Seller of such Seller's                 
obligations under the Card Services Agreement or a violation            
of law by either Seller, unless the act or omission                     
constituting such violation was within the control of SPS, or           
(C) the act or omission causing such liability, loss, cost or           
expense was directly within the control of Sellers.                     

(b)  In case any claim is made, or any suit or      
action is commenced against either Seller in respect of which           
indemnification is sought by such Seller under this Section             
7.3, such Seller shall promptly give Purchaser notice thereof           
and Purchaser shall be entitled to participate in (or, if               
such Seller does not desire to defend, to conduct) the                  
defense thereof at Purchaser's expense.  Purchaser may (but             
need not) defend or participate in the defense of any such              
claim, suit or action, but Purchaser shall promptly notify              
such Seller if Purchaser shall not desire to defend or                  
participate in the defense of any such claim, suit or action            
or if Purchaser disputes liability for indemnity under this             
Section 7.3.  Thereafter such Seller shall defend and, so               
long as Purchaser has not undertaken the defense or is not              
participating in the defense, such Seller may at any time               
notify Purchaser of its intention to settle or compromise any           
claim, suit or action against such Seller in respect of which           
payments may be sought by such Seller hereunder, and such               
Seller may settle or compromise any such claim, suit or                 
action unless Purchaser notifies such Seller in writing                 
(within ten (10) days after such Seller has given Purchaser             
written notice of its intention to settle or compromise) that           
Purchaser intends to conduct the defense of such claim, suit            
or action.  Any such permitted settlement or compromise by              
Sellers of, or any final judgment or decree entered on or in,           
any claim, suit or action which such Seller has defended and            
of which Purchaser has not elected to defend or participate             
in the defense of in accordance herewith shall be deemed to             
have been consented to by, and shall be binding upon,                   
Purchaser as fully as if Purchaser had assumed the defense              
thereof and a final judgment or decree had been entered in              
such suit or action, or with regard to such claim, by a court           
of competent jurisdiction for the amount of such settlement,            
compromise, judgment or decree.  In all cases in which                  
Purchaser is participating in the defense with Sellers,                 
Sellers shall not settle or compromise any claim or actions             
without Purchaser's prior written consent, which shall not be           
unreasonably withheld.                                                  

8.   Warranties and Representations of TNB                    

TNB represents and warrants to Purchaser asfollows: 

8.1  Organization                                   

TNB is a national banking association duly          
organized and validly existing under the laws of the United             
States of America and located in Tennessee.  TNB is a limited           
purpose credit card bank, and as such does comply, and has at           
all times since the effective date of its charter complied,             
with the restrictions of 12 U.S.C.  ^U 1841(c)(2)(F).                   

8.2  Authority                                      

TNB has the corporate power and authority to enter  
into and perform this Agreement and to effect the                       
transactions contemplated hereby.  The execution, delivery              
and performance of this Agreement by TNB has been approved              
(or will be approved on or before the Closing Date) by all              
requisite corporate action on the part of TNB.                          

8.3  Financial Information                          

The financial information relating to the TNB       
Credit Card Business heretofore provided to Purchaser by TNB            
(i) consists of the most recent (on December 31, 1994) TNB              
balance sheet and TNB Call Report heretofore provided to                
Purchaser by TNB (except to the extent particular financial             
information contained therein was materially derived from               
information provided by SPS); (ii) was accurate in all                  
material respects as of the respective dates thereof; and               
(iii) did not, as of such dates, contain any untrue                     
statements of a material fact.  The Closing Statement will be           
accurate in all material respects as of the date thereof.               

8.4  Legal Proceedings                              

There are no actions, suits or proceedings,         
including but not limited to regulatory proceedings or                  
inquiries, which are pending, or to the knowledge of TNB                
threatened, against TNB or its Credit Card Business other               
than as set forth on Exhibit 9; provided, however, that with            
respect to actions, suits or proceedings against dealers or             
franchisees of Tandy, such representation and warranty shall            
be made only to the knowledge of TNB.  Exhibit 9 shall be               
delivered by TNB within ten days of the date hereof and may be          
amended or supplemented by TNB from time to time prior to               
the Closing subject to Purchaser's review and approval at               
Closing.                                                                

8.5  Governmental Notices; No Regulatory Approvals  

TNB has not received notice from any federal or     
state governmental agency indicating that it would oppose or            
not grant or issue its consent or approval, if required, with           
respect to the transactions contemplated by this Agreement.             

8.6  Finders or Brokers                             

TNB has not agreed to pay any fee or commission to  
any agent, broker, finder or other person for or on account             
of services rendered as a broker or finder in connection with           
this Agreement or the transactions contemplated hereby or               
thereby.                                                                

8.7  Compliance with Law and Other Instruments      

The execution, delivery and performance by TNB of   
this Agreement will not violate TNB's charter or by-laws or             
any material contract or other agreement to which it is a               
party or by which it is bound in any manner which would have            
a material adverse effect on the transactions contemplated by           
this Agreement.  The business and operations of TNB's Credit            
Card Business have been conducted by TNB in accordance with             
all applicable laws, rules and regulations in all material              
respects, provided, however, that any violation by TNB of an            
applicable law, rule or regulation shall not constitute a               
breach of this representation to the extent:                            

(a)  TNB's violation was caused by a breach by SPS  
  of SPS's obligations under the Card Services
Agreement;                                

(b)  TNB's violation was caused by a violation of   
law by SPS, unless the act or omission    
constituting such violation was within the
control of any of the Sellers; or         

(c)  the act or omission constituting such          
  violation was directly within the control of
SPS.                                      

8.8  Valid Sale; Binding Obligations.                       

This Agreement constitutes a valid sale, transfer,  
and assignment to Purchaser of all TNB Assets enforceable               
against TNB, assuming that this Agreement has been duly                 
authorized, executed and delivered by and constitutes an                
enforceable obligation of, Purchaser.  Subject to the                   
foregoing assumption, this Agreement constitutes a legal,               
valid and binding obligation of TNB enforceable in accordance           
with its terms, except as enforceability may be limited by              
bankruptcy, insolvency, reorganization, moratorium,                     
receivership, conservatorship or other similar laws or                  
judicial decisions affecting the enforcement of creditors'              
rights generally and the rights of creditors of national                
banks and by general principles of equity, regardless of                
whether such enforceability is considered in a proceeding in            
equity or at law.                                                       

8.9  Condition of Assets                            

TNB is now, and immediately prior to the transfers  
on the Transfer Date will be, the owner of all right, title             
and interest in and to all TNB Assets, free and clear of all            
assignments, security interests, claims, liens, encumbrances            
and other rights of third parties whatsoever (other than                
those arising under this Agreement, the Receivables Purchase            
Agreement and the documents relating to the Tandy                       
Securitization).  The obligation of the Cardholder under each           
Eligible Account to pay the unpaid Account Balance will have            
become fully effective as of the Transfer Date or Subsequent            
Transfer Date, as applicable, except as provided under any              
applicable Special Plan, and will not be subject to any                 
offset, counterclaim or other defense of any kind or nature             
or be the subject of any pending litigation or other judicial           
or administrative proceeding, as of the Transfer Date or                
applicable Subsequent Transfer Date.  The payment terms                 
applicable to the Cardholders or other obligors on the                  
Eligible Accounts shall not have been waived or modified by             
TNB other than in the ordinary course of business.  All                 
charge or credit transactions (including payments) as to                
which the records thereof shall have been received by TNB on            
or before the Transfer Date shall have been transmitted to              
SPS on or before the close of business on the Transfer Date             
or Subsequent Transfer Date, as applicable, except those not            
included in the Trial Balance as of the Transfer Date for               
which adjustment is to be made under Section 3.6.                       

8.10 TNB Agreements and Accounts                    

All forms of Cardholder Agreements in respect of    
TNB Credit Cards, and all forms of related periodic                     
statements, are included in Exhibits 10 and 11 hereto,                  
respectively.  There are no other forms of Cardholder                   
Agreements or periodic statements in use or in effect in                
respect of TNB Credit Cards.  The forms of Cardholder                   
Agreements and periodic statements related to TNB Credit                
Cards included in Exhibits 10 and 11 all complied on their              
respective effective dates in all material respects with all            
applicable laws and regulations, provided, however, that any            
violation by TNB of an applicable law, rule or regulation               
shall not constitute a breach of this representation to the             
extent:                                                                 

(a)  TNB's violation was caused by a breach by SPS  
of its obligations under the Card Services
Agreement;                                

(b)  TNB's violation was caused by a violation of   
law by SPS, unless the act or omission    
constituting such violation was within the
control of any of the Sellers; or         

(c)  the act or omission constituting such          
  violation was directly within the control of
SPS.                                      

The forms of Cardholder Agreements and periodic     
statements included in Exhibits 10 and 11 accurately                    
represent the agreements between TNB and Cardholders and the            
methods of computing balances and finance charges as of the             
effective dates of such agreements.  Except for Cardholder              
Agreements, any existing agreements with SPS and such other             
agreements listed on Exhibit 12 to be delivered at Closing,             
there are no leases, contracts or other agreements that are             
material to the conduct of the TNB Credit Card Business.  TNB           
is not in breach of any material contract or agreement to be            
sold or transferred to Purchaser hereunder.  TNB shall, on              
the Transfer Date or Subsequent Transfer Date, as applicable,           
be in possession of a genuine, valid and enforceable                    
contractual obligation of the Cardholder under each Account             
related to a TNB Credit Card sold to Purchaser, together with           
all the applications, Cardholder Agreements, and Cardholder             
correspondence relating to each such Account.  It shall be              
understood that the warranty in the preceding sentence shall            
not be deemed breached to the extent that Purchaser shall               
have been reimbursed for any losses, costs or liabilities               
resulting from the failure of either Seller to possess the              
related contract or any other related document or to the                
extent Purchaser receives payments on the Account regardless            
of such failure to possess such contract or document.                   

8.11 Operation of Credit Card Business              

Since October 17, 1994, other than agreements       
between the parties hereto, TNB has not (i) effected any                
material or significant change in the accounting practices,             
procedures or methods employed in connection with TNB's                 
Credit Card Business; (ii) effected any material or                     
significant change in its business, credit or collection                
policies, re-aging policies, practices or procedures relating           
to TNB's Credit Card Business; or (iii) entered into any                
transaction or made any commitment or agreement in connection           
with TNB's Credit Card Business other than in the ordinary              
course of such business and on commercially reasonable terms.           
Since October 17, 1994, there has not occurred any material             
adverse change (financial or otherwise) in the condition,               
business or assets of TNB or its Credit Card Business.                  

8.12 Fees and Charges; Compliance with Law          

The fees and charges (i) charged by TNB with        
respect to each TNB Credit Card Account prior to the Transfer           
Date or applicable Subsequent Transfer Date or (ii) reserved            
in the agreements evidencing such Account was debit ratified            
to Purchaser's terms and conditions (except to the extent               
that the law changed after the Transfer Date or applicable              
Subsequent Transfer Date) do not exceed the fees and charges            
permitted by applicable law.  The methods of applying (except           
to the extent that such application resulted from SPS's                 
noncompliance with Seller's instructions or with the                    
Cardholder Agreement) payments, credits, balances, finance              
charges, debits and all other fees and charges complies with            
all applicable laws and the Cardholder Agreements.                      

9.   Warranties and Representations of TCC                    

TCC represents and warrants as follows:                     

9.1  Corporate Status of TCC                        

TCC is a corporation duly organized and validly     
existing under the laws of the State of Delaware and has the            
corporate power and authority and all material licenses and             
permits required by governmental authority to own or lease              
and operate its properties and to carry on its business as              
now being conducted.  TCC is qualified to do business in                
Delaware and in every other jurisdiction where the failure to           
so qualify would have a material adverse effect on the                  
business and operations of TCC.                                         

9.2  Authority                                      

TCC has the corporate power and authority to enter  
into and perform this Agreement and the Merger Agreement and            
to effect the transactions contemplated hereby and thereby.             
The execution, delivery and performance of this Agreement and           
the Merger Agreement each has been or will be approved by all           
requisite corporate actions on the part of TCC.                         

9.3  Financial Information                          

The financial information relating to TCC and the   
TCC Credit Card Business heretofore provided to Purchaser by            
TCC (i) consists of (A) all of the financial information                
contained in the most recent (on December 31, 1994) TCC                 
Annual Report of Form 10-K and TCC Quarterly Report on Form             
10-Q, and (B) as of December 31, 1994, the average percentage           
of Cardholders who pay their Accounts in full for each                  
billing cycle and the uncollectible loss and recovery history           
of the TCC Credit Card Business (except to the extent                   
particular financial information contained therein was                  
materially derived from information provided by SPS); (ii)              
was accurate in all material respects as of the respective              
dates thereof; and (iii) did not, as of such dates, contain             
any untrue statement of a material fact.  The Closing                   
Statement will be accurate in all material respects as of the           
date thereof.                                                           

9.4  Legal Proceedings                              

There are no actions, suits or proceedings,         
including but not limited to regulatory proceedings or                  
inquiries, which are pending or, to the knowledge of TCC,               
threatened against TCC or its Credit Card Business other than           
as set forth on Exhibit 9; provided, however, that with                 
respect to actions, suits or proceedings against dealers or             
franchisees of Tandy, such representation and warranty shall            
be made only to the knowledge of TCC.  Exhibit 9 shall be               
delivered by TCC within ten days of the date hereof and may             
be amended or supplemented by TCC from time to time prior to            
the Closing subject to Purchaser's review and approval at               
Closing.                                                                

9.5  Governmental Notices; No Regulatory Approvals  

TCC has not received notice from any federal or     
state governmental agency indicating that it would oppose or            
not grant or issue its consent or approval, if required, with           
respect to the transactions contemplated by this Agreement or           
the Merger Agreement.                                                   

9.6  Finders or Brokers                             

TCC has not agreed to pay any fee or commission to  
any agent, broker, finder or other person for or on account             
of services rendered as a broker or finder in connection with           
this Agreement, the Merger Agreement or the transactions                
contemplated hereby or thereby.                                         

9.7  Compliance with Law and Other Instruments      

The execution, delivery and performance by TCC of   
this Agreement or the Merger Agreement will not violate TCC's           
charter or by-laws or any material contract or other                    
agreement to which it is a party or by which it is bound in             
any manner which would have a material adverse effect on the            
transactions contemplated by this Agreement or the Merger               
Agreement.  The business and operations of TCC's Credit Card            
Business have been conducted by TCC in accordance with all              
applicable laws, rules and regulations in all material                  
respects, provided, however, that any violation by TCC of an            
applicable law, rule or regulation shall not constitute a               
breach of this representation to the extent:                            

(a)  TCC's violation was caused by a breach by SPS  
  of SPS's obligations under the Card Services
Agreement;                                

(b)  TCC's violation was caused by a violation of   
law by SPS, unless the act or omission    
constituting such violation was within the
control of any of the Sellers; or         

(c)  the act or omission constituting such          
  violation was directly within the control of
SPS.                                      

9.8  Valid Sale; Binding Obligations.               

This Agreement constitutes a valid sale, transfer,  
and assignment to Purchaser of all the TCC Assets,                      
enforceable against TCC, assuming that this Agreement has               
been duly authorized, executed and delivered by, and                    
constitutes an enforceable obligation of, Purchaser.  Subject           
to the foregoing assumption, this Agreement constitutes a               
legal, valid and binding obligation of TCC enforceable in               
accordance with its terms, except as enforceability may be              
limited by bankruptcy, insolvency, reorganization, moratorium           
or other similar laws or judicial decisions affecting the               
enforcement of creditors' rights generally and by general               
principles of equity, regardless of whether such                        
enforceability is considered in a proceeding in equity or at            
law.                                                                    

9.9  Condition of Assets                            

TCC is now, and as of immediately prior to the      
transfers on the Transfer Date will be, the owner of all                
right, title and interest in and to all TCC Assets and the              
Merger Assets, free and clear of all assignments, security              
interests, claims, liens, encumbrances and other rights of              
third parties whatsoever (other than those arising under this           
Agreement or the documents relating to the Tandy                        
Securitization).  The obligation of the Cardholder under each           
Eligible Account to pay the unpaid Account Balance will have            
become fully effective as of the Transfer Date or Subsequent            
Transfer Date, as applicable, except as provided under any              
applicable Special Plan, and will not be subject to any                 
offset, counterclaim or other defense of any kind or nature             
or be the subject of any pending litigation or other judicial           
or administrative proceeding, as of the Transfer Date or                
applicable Subsequent Transfer Date.  The payment terms                 
applicable to Cardholders or other obligors in the Eligible             
Accounts shall not have been waived or modified by TCC other            
than in the ordinary course of business.  All charge or                 
credit transactions (including payments) as to which the                
records thereof shall have been received by TCC on or before            
the Transfer Date shall have been transmitted to SPS on or              
before the close of business on the Transfer Date or                    
Subsequent Transfer Date, as applicable, except those not               
included in the Trial Balance as of the Transfer Date for               
which adjustment is to be made under Section 3.6.                       

9.10 TCC Agreements and Accounts                    

All forms of Cardholder Agreements in respect of    
TCC Credit Cards used by TCC or Tandy as of the date on which           
TCC commenced issuing Credit Cards, and all forms of related            
periodic statements, complied on their respective effective             
dates in all material respects with all applicable laws and             
regulations as of such effective dates, provided, however,              
that any violation by TCC of an applicable law, rule or                 
regulation that shall not constitute a breach of this                   
representation to the extent:                                           

(a)  TCC's violation was caused by a breach by SPS  
of its obligations under the Card Services
Agreement;                                

(b)  TCC's violation was caused by a violation of   
law by SPS, unless the act or omission    
constituting such violation was within the
control of any of the Sellers; or         

(c)  the act or omission constituting such          
  violation was directly within the control of
SPS.                                      

The forms of Cardholder Agreements and periodic statements to           
the extent included in Exhibits 13 and 14 hereto,                       
respectively, related to TCC Credit Cards accurately                    
represent the agreements between Tandy or TCC and the                   
Cardholders subject thereto and the methods of computing                
balances and finance charges as of the effective dates of               
such agreements.  Exhibits 13 and 14 may be supplemented by             
TCC from time to time prior to the Closing, subject to review           
and approval by Purchaser at Closing.  Except for Cardholder            
Agreements, any existing agreements with SPS and such other             
agreements listed on Exhibit 15 to be delivered at Closing,             
there are no leases, contracts or other agreements that are             
material to the conduct of the TCC Credit Card Business.  TCC           
is not in breach of any material contract or agreement to be            
sold or transferred to Purchaser hereunder.  TCC shall, on              
the Transfer Date or Subsequent Transfer Date, as applicable,           
be in possession of a genuine, valid and enforceable                    
contractual obligation of the Cardholder under each Account             
related to a TCC Credit Card sold to Purchaser, together with           
all the applications, Cardholder Agreements and Cardholder              
correspondence relating to each such Account.  It shall be              
understood that the warranty in the preceding sentence shall            
not be deemed breached to the extent that Purchaser shall               
have been reimbursed for any losses, costs or liabilities               
resulting from the failure of either Seller to possess the              
related contract or any other related document or to the                
extent Purchaser receives payments on the Account regardless            
of such failure to possess such contact or document.                    

9.11 Operation of Credit Card Business              

Since October 17, 1994, other than agreements       
between the parties hereto, TCC has not (i) effected any                
material or significant change in the accounting practices,             
procedures or methods employed in connection with TCC's                 
Credit Card Business; (ii) effected any material or                     
significant change in its business, credit or collection                
policies, re-aging policies, practices or procedures relating           
to TCC's Credit Card Business; or (iii) entered into any                
transaction or made any commitment or agreement in connection           
with TCC's Credit Card Business other than in the ordinary              
course of such business and on commercially reasonable terms.           
Since October 17, 1994, there has not occurred any material             
adverse change (financial or otherwise) in the condition,               
business or assets of TCC or its Credit Card Business.                  

9.12 Fees and Charges; Compliance with Law          

The fees and charges (i) charged by TCC with        
respect to each TCC Credit Card Account prior to the Transfer           
Date or applicable Subsequent Transfer Date or (ii) reserved            
in the agreements evidencing each such Account prior to or as           
of the date on which such Account was debit ratified to                 
Purchaser's terms and conditions (except to the extent that             
the law changed after the Transfer Date or applicable                   
Subsequent Transfer Date) do not exceed the fees and charges            
permitted by applicable law.  The methods of applying (except           
to the extent that such application resulted from SPS's                 
noncompliance with Seller's instructions or with the                    
Cardholder Agreement) payments, credits, balances, finance              
charges, debits and all other fees and charges complies with            
all applicable laws and the Cardholder Agreements.                      

9.13 Title to TCC Stock.                            

Tandy is the record and beneficial owner of all of  
the TCC Stock free and clear of any security interests,                 
claims, liens (including tax liens), pledges, penalties,                
charges, encumbrances, buy-sell agreements, rights-of-first             
refusal, or rights of others whatsoever.  The TCC Stock held            
by Tandy constitutes all of the outstanding shares of the               
capital stock of TCC.                                                   

9.14 Capital Stock of TCC                           

The authorized capital stock of TCC consists        
entirely of 1,000 shares of Common Stock, $10.00 par value              
per share.  All of the shares of the TCC Stock have been duly           
and validly issued and are fully paid and nonassessable.                
There are no outstanding subscriptions, options, convertible            
securities, or other agreements or commitments obligating TCC           
to issue any additional shares of stock.                                

9.15 Assets and Liabilities of TCC                  

Upon the transfer of the TCC Assets to Purchaser    
hereunder, TCC shall have no assets of any kind whatsoever              
except the Merger Assets, and shall have no liabilities or              
obligations of any kind whatsoever, whether absolute or                 
contingent, known or unknown, whether required to be                    
disclosed under GAAP or otherwise, except as disclosed in               
Exhibit 16, which shall be delivered on or before Closing.              

9.16 Title to TRC Stock                             

TCC is the record and beneficial owner of all of    
the TRC Stock free and clear of any security interests,                 
claims, liens (including tax liens), pledges, penalties,                
charges, encumbrances, buy-sell agreements, rights-of-first             
refusal, or rights of others whatsoever; the TRC Stock held             
by TCC constitutes all of the outstanding shares of the                 
capital stock of TRC.                                                   

9.17 Corporate Status of TRC                        

TRC is a corporation duly organized, validly        
existing, and in good standing under the laws of the State of           
Delaware, and has the corporate power and authority and all             
material licenses and permits required by governmental                  
authority to own or lease and operate its properties and to             
carry on its business as now being conducted.  TRC is                   
qualified to do business in Delaware and is not required to             
qualify to do business in any other jurisdiction where the              
failure to so qualify would have a material adverse effect on           
the business and operations of TRC.                                     

9.18 Capital Stock of TRC                           

The authorized capital stock of TRC consists        
entirely of 1,000 shares of Common Stock, $1.00 par value per           
share.  All of the shares of the TRC Stock have been duly and           
validly issued and are fully paid and nonassessable.  There             
are no outstanding subscriptions, options, convertible                  
securities, or other agreements or commitments obligating TRC           
to issue any additional shares of stock.                                

9.19 Tandy Securitization                           

Each representation, warranty and covenant provided 
by TRC, TCC, TNB or Tandy under or in connection with any               
document executed in connection with the issuance on June 18,           
1991 by the TRC/Tandy Master Trust of $350,000,000 8.25%                
Class A Asset Backed Certificates, Series A ("Tandy                     
Securitization") was true and correct in all material                   
respects on the dates when made and no event of termination             
or default or unmatured event of termination or default has             
occurred thereunder.  As of the date hereof and on the                  
Closing Date, the transferor interest retained by TRC in                
connection with the Tandy Securitization shall equal or                 
exceed 15% of the aggregate amount of principal receivables             
in the master trust established pursuant to such                        
securitization.  On the Closing Date, the actual principal              
amount of the 8.25% Class A Asset Backed Certificates, Series           
A, including the actual accrued and unpaid interest thereon,            
and the Class B Certificate issued in connection with the               
Tandy Securitization shall be as shown in the Closing                   
Statement.                                                              

9.20 Corporate Records                              

The minute books of TCC and TRC made available to   
Hurley to review contain complete and accurate records (to              
the extent in existence) of all meetings and other material             
corporate actions (including written actions in lieu of                 
meetings) taken by the Board of Directors and Stockholders of           
TCC and TRC.                                                            

9.21 Employees                                      

TCC has no employees and is not subject to any      
employment agreement on the date hereof, and will have no               
employees and will not be subject to any employment agreement           
on the Closing Date.                                                    

10.  Warranties and Representations of Purchaser              

Purchaser represents and warrants as follows:       

10.1 Organization                                   

Purchaser is a banking corporation duly organized   
and existing under the laws of the State of South Dakota and            
is authorized to conduct its business under those laws.                 

10.2 Organization of HRC                            

HRC, when organized, will be a corporation duly     
organized and existing under the laws of the State of                   
Delaware.                                                               

10.3 Authority                                      

Purchaser has the corporate power and authority to  
enter into and perform this Agreement and the Merger                    
Agreement and to effect the transactions contemplated hereby            
and thereby.  The execution, delivery and performance of this           
Agreement has been approved (or will be approved on or before           
the Closing Date) by all requisite corporate action on the              
part of Purchaser.                                                      

10.4 Authority of HRC                               

HRC will, prior to the Closing Date, have the       
corporate power and authority to enter into and perform the             
Merger Agreement and to effect the transactions contemplated            
thereby.  The execution, delivery and performance of the                
Merger Agreement will be approved on or before the Closing              
Date by all requisite corporate action on the part of HRC.              

10.5 Financial Information                          

The financial information relating to Purchaser     
heretofore provided to Sellers (i) consists of all of the               
financial information contained in the most recent (on                  
December 31, 1994) TSI Annual Report on Form 10-K, Quarterly            
Report on Form 10-Q and Purchaser's Call Report (except to              
the extent particular financial information contained therein           
was materially derived from information provided by Sellers             
or their Affiliates); (ii) is accurate in all material                  
respects as of the respective dates thereof; and (iii) did              
not, as of such dates, contain any untrue statements of a               
material fact.                                                          

10.6 Legal Proceedings                              

There are no actions, suits or proceedings,         
including but not limited to regulatory proceedings or                  
inquiries, which are pending, or to the knowledge of                    
Purchaser threatened, against Purchaser or HRC other than as            
set forth on Exhibit 17.  Exhibit 17 shall be delivered by              
Purchaser within ten days of the date hereof and may be                 
amended or supplemented by Purchaser from time to time prior            
to the Closing, subject to review and approval by Sellers at            
Closing.                                                                

10.7 Governmental Notices; No Regulatory Approvals  

Neither Purchaser nor HRC has received notice from  
any federal or state governmental agency indicating that it             
would oppose or not grant or issue its consent or approval,             
if required, with respect to the transactions contemplated by           
this Agreement.                                                         

10.8 Finders or Brokers                             

Neither Purchaser nor HRC has agreed to pay any fee         
or commission to any agent, broker, finder or other person              
for or on account of services rendered as a broker or finder            
in connection with this Agreement, the Merger Agreement or              
the transactions contemplated hereby or thereby.                        

10.9 Compliance with Law and Other Instruments      

The execution, delivery and performance of this     
Agreement by Purchaser will not violate Purchaser's charter             
or by-laws or any material contract or other agreement to               
which it is a party or by which it is bound in any manner               
which would have a material adverse effect on the                       
transactions contemplated by this Agreement.                            

10.10 Compliance with Law and Other                 
Instruments--HRC                                                        

The execution, delivery and performance of the      
Merger Agreement by HRC will not violate HRC's charter or               
by-laws or any material contract or other agreement to which            
it is a party or by which it is bound in any manner which               
would have a material adverse effect on the transactions                
contemplated by the Merger Agreement.                                   

10.11 Binding Obligations                           

Assuming that this Agreement and the Merger         
Agreement each has been duly authorized, executed and                   
delivered by, and constitutes an enforceable obligation of              
each of the other parties thereto, this Agreement and the               
Merger Agreement each constitutes a legal, valid and binding            
obligation of Purchaser and HRC enforceable in accordance               
with its terms, except as enforceability may be limited by              
bankruptcy, insolvency, reorganization, moratorium,                     
receivership, conservatorship or other similar laws or                  
judicial decisions affecting the enforcement of creditors'              
rights generally and the rights of creditors of                         
federally-insured banks and by general principles of equity,            
regardless of whether such enforceability is considered in a            
proceeding in equity or at law.                                         

10.12 Operation of Business                         

Since October 17, 1994, Purchaser has not (i)       
effected any material or significant change in the accounting           
practices, procedures or methods employed in connection with            
its business; or (ii) entered into any transaction or made              
any commitment or agreement other than in the ordinary course           
of such business and on commercially reasonable terms.  Since           
October 17, 1994, there has not occurred any material adverse           
change (financial or otherwise) in the condition, business or           
assets of Purchaser.                                                    

10.13 Security Interest                             

Assuming the filing of appropriate UCC-1 financing  
statements, the accuracy or the certifications and listings             
related to such financing statements delivered at Closing               
pursuant to the Security Agreement, and assuming the truth of           
the representations and the warranties set forth in Sections            
8.9 and 9.9, on the Closing Date, Tandy will have a first               
priority perfected security interest in the Account Balances            
in the Accounts identified in Exhibit 1 to the Security                 
Agreement.  Assuming the proper filing of the UCC-1 financing           
statements and the continued truth of the representations and           
warranties set forth in Sections 8.9 and 9.9, on the date of            
the addition of any Account Balances and the addition of any            
Accounts to the Accounts identified in Exhibit 1 to the                 
Security Agreement, TCC will have a first priority perfected            
security interest in the Account Balances of the Accounts so            
added to Exhibit 1 to the Security Agreement.                           

10.14 Tandy Securitization                          

To the extent that such Certificates are not then   
held by the Purchaser, Purchaser will repurchase the Investor           
Certificates issued in connection with the Tandy                        
Securitization as promptly as is reasonably practicable, and            
shall repurchase such Certificates, if not earlier, promptly            
after the optional repurchase thereunder is permitted                   
pursuant to Section 4 of the Series A Supplement to the                 
Pooling and Servicing Agreement for the Securitization                  
Transaction.                                                            

11.  Conditions Precedent to the Obligations of               
Purchaser                                                               

The obligations of Purchaser to consummate the      
purchase provided for herein are subject to the fulfillment             
(except to the extent, if any, waived by Purchaser) of the              
following conditions at or prior to the Closing Date:                   

11.1 Regulatory Approvals                           

All required licenses, approvals, consents and      
notifications of any relevant state and federal regulatory              
agencies in respect of the transactions provided for herein             
and the Merchant Services Agreement, including without                  
limitation the approval of the Federal Deposit Insurance                
Corporation and the South Dakota State Banking Commission,              
shall have been obtained or made and all necessary                      
conditions, including all legally required waiting, notice or           
protest periods, of such licenses, approvals, consents and              
notifications shall have been fully satisfied.                          

11.2 Absence of Litigation                          

There shall not be pending on the Closing Date any  
action or proceeding instituted by any person, entity or                
governmental authority against either Seller, Purchaser,                
Tandy or HRC to prevent the consummation of the sale of the             
Credit Card Business by the Sellers to Purchaser pursuant               
hereto or the Merger pursuant to the Merger Agreement, and on           
the Closing Date there shall be no injunction, decree or                
similar legal restraint issued by a court or regulatory                 
agency preventing the consummation of such sale or the                  
Merger.                                                                 

11.3 Truth of Representations                       

The representations and warranties of Sellers set   
forth in Sections 8 and 9 of this Agreement shall be true in            
all material respects as if made on the date hereof, the                
Closing Date, the Transfer Date, and the applicable                     
Subsequent Transfer Date as applicable.                                 

11.4 No Change in Financial Condition               

The financial information underlying the Closing    
Statement to be submitted to Purchaser on the Closing Date,             
taken in the aggregate, will not differ materially from such            
financial information previously provided to Purchaser by the           
Sellers, except for changes in the ordinary course of                   
business and changes contemplated by this Agreement.                    

11.5 Performance of Covenants                               

The covenants and agreements of Sellers set forth   
in this Agreement and to be performed on or before the                  
Closing Date shall have been performed in all material                  
respects.                                                               

11.6 Merger Agreement                               

Tandy, TCC Purchaser and HRC shall have entered     
into the Merger Agreement substantially in the form of                  
Exhibit 18 hereto.                                                      

11.7 Rating Agency Approval/Receipt of Consents and 
Opinions Under Tandy Securitization                                     

All consents and approvals (including, without      
limitation, letters confirming their respective ratings)                
required pursuant to the terms of the documentation for the             
Tandy Securitization to be received from the rating agencies            
then rating the TRC/Tandy Master Trust $350,000,000 8.25%               
Class A Asset Backed Certificates, Series A, shall have been            
received by Tandy and Purchaser.                                        

11.8 Divestiture of Non-Merger Assets               

TCC shall have divested itself of all assets other  
than the Merger Assets.                                                 

11.9 Items to be Delivered by Sellers               

Sellers shall have delivered to Purchaser:          

 (a)  The following duly executed assignment
documents:                                          

[None]    

(b)  A favorable opinion or opinions of   
counsel to Sellers, dated the Closing Date, to the  
effect in the aggregate that:                       

(i)  Each of the Sellers and Tandy, as
     appropriate, has duly and validly
           authorized, executed and delivered this
           Agreement, the Merger Agreement and the
          conveyance documents (if any) referred
to in Section 11.10(a);     

  (ii)  TNB is a nationally chartered credit
         card bank duly organized and existing
          under the laws of the United States of
          America and located in Tennessee, with
          full corporate power to enter into and
      perform its obligations under this
Agreement;                                                              

 (iii)  TNB is a limited purpose credit card
      bank exempt from the definition of
         "bank" under the Bank Holding Company
          Act of 1956, pursuant to the exemption
          set forth at 12 U.S.C.  1841(c)(2)(F);

  (iv)  TCC is a duly organized and existing
  Delaware corporation with full
     corporate power to enter into and
      perform its obligations under this
       Agreement and the Merger Agreement;

     (v)  Tandy is a duly organized and existing
  Delaware corporation with full
     corporate power to enter into and
           perform its obligations under the Tandy
           Assignment Agreement and Tandy Guaranty
          (collectively, the "Tandy Agreements")
and the Merger Agreement.   

   (vi)  Neither the execution and delivery of
           this Agreement or the Merger Agreement,
   nor either Seller's performance
         thereof, is restricted by or violates
      (x) the charter or by-laws of such
          Seller, (y) the documents executed and
          delivered in connection with the Tandy
         Securitization or (z) any contractual
         or other obligation of such Seller of
          which such counsel has knowledge after
           reasonable investigation, in any manner
       which would have a material adverse
           effect on the transactions contemplated
by this Agreement;          

  (vii)  Neither the execution and delivery of
      the Tandy Agreements or the Merger
        Agreement nor Tandy's performance of
         each is restricted by or violates (x)
          the charter or by-laws of Tandy or (y)
           in a manner which would have a material
      adverse effect on the transactions
         contemplated by the Tandy Agreements,
          any contractual or other obligation of
   Tandy of which such counsel has
knowledge after reasonable  
investigation;              

  (viii)  All consents and approvals required by
     law, this Agreement or the Merger
      Agreement to be obtained by either
          Seller at or prior to the Closing Date
         to authorize and, to the best of such
  counsel's knowledge, after due
    investigation, to consummate the
         transactions contemplated hereby have
           been obtained and are in full force and
effect;                     

    (ix)  All consents and approvals required by
      law or the Tandy Agreements or the
      Merger Agreement to be obtained by
         Tandy at or prior to the Closing Date
         to authorize and, to the best of such
  counsel's knowledge, after due
    investigation, to consummate the
          transactions contemplated by the Tandy
         Agreements have been obtained and are
in full force and effect;   

   (x)  Assuming that this Agreement and the
         Merger Agreement each constitutes the
   legal and binding obligation of
           Purchaser and HRC, as appropriate, then
           this Agreement and the Merger Agreement
          each constitutes the legal and binding
         obligation of each Seller enforceable
           in accordance with its terms, except as
         such enforceability may be limited by
           bankruptcy, insolvency, reorganization,
moratorium, conservatorship,
         receivership or other similar laws or
    judicial decisions affecting the
    enforcement of creditors' rights
           generally and, with respect to TNB, the
         rights of creditors of national banks
        and by general principals of equity,
regardless of whether such  
     enforceability is considered in a
   proceeding in equity or at law;

 (xi)  The Tandy Agreements and the Merger
        Agreement each constitutes the legal
      and binding obligation of Tandy in
       accordance with its terms except as
         such enforceability may be limited by
           bankruptcy, insolvency, reorganization,
moratorium, conservatorship,
         receivership or other similar laws or
    judicial decisions affecting the
    enforcement of creditors' rights
          generally and by general principals of
      equity, regardless of whither such
     enforceability is considered in a
   proceeding in equity or at law;

(xii)  There are no proceedings or        
     investigations pending, or to the
         knowledge of such counsel, threatened
         to which either Seller or Tandy is or
      would be a party (A) asserting the
          invalidity or unenforceability of this
           Agreement, the Tandy Agreements, or the
           Merger Agreement, or (B) seeking to bar
        the consummation of the transactions
          contemplated under this Agreement, the
   Tandy Agreements, or the Merger
Agreement; and              

(xiii)  The fees and charges reserved in the
  Cardholder Agreements with TNB
      evidencing the Accounts are not in
           excess of fees and charges permitted by
       applicable Tennessee law and can be
           validly imposed on Cardholders residing
  outside of Tennessee under the
  authority of Section 85 of the
National Bank Act.          

    (c)  A certificate signed by a duly authorized
officer of each Seller to the effect that (i) the   
warranties and representations of each Seller in    
this Agreement and the Merger Agreement are true in 
all material respects as of the Transfer Date and   
the Closing Date or, if any such warranties and     
representations are not then true, specify the      
deficiency in reasonable detail; and (ii) the       
covenants and agreements of such Seller to be       
performed hereunder and thereunder on or before the 
Closing Date have been performed in all material    
respects, or, if any such covenants have not been   
so performed, specifying the deficiency in          
reasonable detail.                                  

   (d)  Resolutions of the Board of Directors of
each Seller, as appropriate, certified by its       
Secretary or an Assistant Secretary, authorizing    
the execution and delivery of this Agreement, the   
Tandy Assignment Agreement, the Merchant Services   
Agreement and the Merger Agreement, and with        
respect to Tandy, resolutions of its Board of       
Directors of the Executive Committee authorizing    
each Seller to execute and deliver this Agreement,  
the Tandy Assignment Agreement, the Merchant        
Services Agreement and the Merger Agreement, as     
appropriate, and the consummations of the           
transactions contemplated hereby and thereby.       

 (e)  Resolutions of the shareholder of TCC,
authorizing the execution and delivery of the       
Merger Agreement, and the consummation of the       
transactions contemplated hereby.                   

(f)  The Closing Statement.               

(g)  Duly executed Uniform Commercial Code
financing statements, in proper form for filing     
under the Uniform Commercial Code of the States of  
Tennessee and Texas, by Purchaser, as Purchaser,    
and Sellers, as Sellers, reflecting the sale of the 
Accounts hereunder.                                 

(h)  A duly executed Tandy Guaranty,      
substantially in the form of Exhibit 6.             

(i)  A duly executed Tandy Assignment     
Agreement, substantially in the form of Exhibit 19. 

(j)  A duly executed Merger Agreement,    
substantially in the form of Exhibit 18.            

(k)  Evidence satisfactory to counsel to  
Purchaser that all assets other than the Merger     
Assets have been divested by TCC.                   

   (l)  A duly executed certificate of merger as
required under Section 2.2 of the Merger Agreement. 

   (m)  A cross-receipt acknowledging receipt of
the items described in Section 11.9.                

(n)  A duly executed Security Agreement.  

    (o)  A duly executed Tax Sharing Agreement, in
the form and substance satisfactory to all of       
parties hereto.                                     

(p)  Duly executed Assumption Agreements. 

11.10 Merchant Services Agreement                   

Tandy shall have entered into Merchant Services     
Agreements with Purchaser in form and substance satisfactory            
to Purchaser.                                                           

11.11 Miscellaneous                                 

Tandy shall deliver a certificate evidencing        
Tandy's agreement to file a quarterly report on form 10-Q or            
such other filings as may be required to be filed under                 
applicable securities laws with regard to TCC for 1995.                 

11.12 Books and Records                             
Except as otherwise permitted by Section 2.5, TCC           
and TRC shall deliver to Purchaser at Closing all corporate             
books and records maintained by and available to TRC that are           
reasonably necessary to the operations and maintenance of               
their respective businesses; other records will be delivered            
by TCC and TRC to Purchaser after Closing upon request.                 

11.13 Sale of Class B Certificates                  

Each Seller agrees to use all reasonable efforts    
within its control to assist in the proposed sale of the                
Class 8 certificates under the Tandy Securitization to SPS              
Newco or an affiliate.                                                  

12.  Conditions Precedent to the Obligations of Sellers       

The obligation of each Seller to consummate the     
sale provided for herein is subject to the fulfillment                  
(except to the extent, if any, waived by such Seller) of the            
following conditions at or prior to the Closing Date:                   

12.1 Regulatory Approvals                           

All required licenses, approvals, consents and      
notifications of any relevant state and federal regulatory              
agencies in respect of the transactions provided for herein,            
in the Merger Agreement, and in the Merchant Services                   
Agreement, including without limitation the approval of the             
Federal Deposit Insurance Corporation and the South Dakota              
State Banking Commission, shall have been obtained or made              
and all necessary conditions, including all legally required            
waiting, notice or protest periods, of such licenses,                   
approvals, consents and notifications shall have been fully             
satisfied.                                                              

12.2 Absence of Litigation                          

There shall not be pending on the Closing Date any  
action or proceeding instituted by any person, entity or                
governmental authority against either Seller, Purchaser,                
Tandy or HRC to prevent the consummation of the sale of the             
Credit Card Business by the Sellers to Purchaser pursuant               
hereto or the Merger pursuant to the Merger Agreement, and on           
the Closing Date there shall be no injunction, decree or                
similar legal restraint issued by a court or regulatory                 
agency preventing the consummation of such sale or the                  
Merger.                                                                 

12.3 Truth of Representations                       

The representations and warranties of Purchaser set 
forth in Section 10 of this Agreement shall be true in all              
material respects.                                                      

12.4 No Change in Financial Condition               

As of the Closing Date, the financial condition of  
Purchaser shall not differ materially from the financial                
condition of Purchaser as represented in the most recent (on            
December 31, 1994) TSI Annual Report on Form 10-K and                   
Quarterly Report on Form 10-Q previously provided to Sellers,           
except for changes in the ordinary course of business and               
changes contemplated by this Agreement.                                 

12.5 Performance of Covenants                       

The covenants and agreements of Purchaser set forth 
in this Agreement and the Merger Agreement and to be                    
performed on or before the Closing Date shall have been                 
performed in all material respects.                                     

12.6 Merger Agreement                               

Tandy, TCC, Purchaser and HRC shall have entered    
into the Merger Agreement.                                              

12.7 Rating Agency Approval/Receipt of Consents and 
Opinions Under Tandy Securitization                                     

All consents and approvals (including, without      
limitation, letters confirming their respective ratings)                
required pursuant to the terms of the documentation for the             
Tandy Securitization to be received from the rating agencies            
then rating the TRC/Tandy Master Trust $350,000,000 8.25%               
Class A Asset Backed Certificates, Series A, shall have been            
received by Tandy and Purchaser.                                        

12.8 Items to be Delivered by Purchaser             

Purchaser shall have delivered to Sellers:          

(a)  A payment to each Seller in the aggregate    
amount provided in Section 3.3.                     

(b)  A favorable opinion of counsel to    
Purchaser, dated the Closing Date, to the effect    
that:                                               

  (i)  Purchaser and HRC, as appropriate, each
         has duly and validly authorized, executed
    and delivered this Agreement and the
Merger Agreement;               

 (ii)  Purchaser is a banking corporation duly
        organized and existing under the laws of
         South Dakota with full corporate power to
      enter into and perform this Agreement;

(iii)  HRC is a Delaware corporation duly     
        organized and existing under the laws of
     Delaware with full corporate power to
 enter into and perform the Merger
Agreement;                      

(iv)  TSI has duly and validly authorized,  
        executed and delivered the TSI Guaranty;

(v)  TSI is a Delaware corporation duly   
        organized and existing under the laws of
     Delaware with full corporate power to
     enter into and perform its obligation
under the TSI Guaranty;         

   (vi)  Neither the execution and delivery of the
  TSI Guaranty nor TSI's performance
        thereof is restricted by or violates (x)
       the charter or by-laws of TSI or (y) in
      any manner which would have a material
  adverse effect on the transactions
     contemplated by the TSI Guaranty, any
       contractual or other obligations of TSI
         of which such counsel has knowledge after
reasonable investigation;       

(vii)  SPS has duly and validly authorized,   
        executed and delivered the SPS Guaranty;

(viii)  SPS is a Delaware corporation duly      
        organized and existing under the laws of
     Delaware with full corporate power to
      enter into and perform its obligations
under the SPS Guaranty;         

   (ix)  Neither the execution and delivery of the
  SPS Guaranty nor SPS's performance
        thereof is restricted by or violates (x)
       the charter or by-laws of SPS or (y) in
      any manner which would have a material
  adverse effect on the transactions
     contemplated by the SPS Guaranty, any
       contractual or other obligations of SPS
         of which such counsel has knowledge after
reasonable investigation;       

(x)  Neither the execution and delivery of
       this Agreement or the Merger Agreement,
        as appropriate, nor Purchaser's or HRC's
         performance of either is restricted by or
      violates (x) the charter or by-laws of
     Purchaser or HRC or (y) in any manner
   which would have a material adverse
       effect on the transactions contemplated
by this Agreement or the Merger 
   Agreement, any contractual or other
       obligation of Purchaser or HRC of which
such counsel has knowledge after
reasonable investigation;       

(xi)  All consents and approvals required by
 law, this Agreement or the Merger
      Agreement to be obtained by Purchaser,
  TSI, SPS or HRC at or prior to the
     Closing Date to authorize, and to the
      best of such counsel's knowledge after
       reasonable investigation, to consummate
       the transactions contemplated hereby or
     thereby have been obtained and are in
full force and effect;          

(xii)  Assuming that this Agreement and the   
     Merger Agreement each constitutes the
    legal and binding obligation of each
 Seller, as appropriate, then this
   Agreement constitutes the legal and
        binding obligations of Purchaser and HRC
    enforceable in accordance with their
respective terms, except as such
enforceability may be limited by
       bankruptcy, insolvency, reorganization,
         moratorium, receivership or other similar
    laws or judicial decisions affecting
   creditors' rights generally and the
        rights of federally-insured banks and by
        general principles of equity, regardless
 of whether such enforceability is
       considered in a proceeding in equity or
at law;                         

(xiii)  There are no proceedings or             
 investigations pending, or to the
         knowledge of such counsel, threatened, to
      which Purchaser, TSI, SPS or HRC is or
   would be a party: (A) asserting the
      invalidity or unenforceability of this
    Agreement, the TSI Guaranty, the SPS
        Guaranty or the Merger Agreement; or (B)
      seeking to bar the consummation of the
    transactions contemplated under this
    Agreement, the TSI Guaranty, the SPS
 Guaranty or the Merger Agreement;

(xiv)  Each of the TSI Guaranty and the SPS   
  Guaranty constitutes the legal and
 binding obligation of TSI or SPS,
       respectively, enforceable in accordance
with its terms, except as such  
enforceability may be limited by
       bankruptcy, insolvency, reorganization,
         moratorium, conservatorship, receivership
 or other similar laws or judicial
      decisions affecting the enforcement of
  creditors' rights generally and by
        general principles of equity, regardless
 of whether such enforceability is
       considered in a proceeding in equity or
at laws; and                    

(xv)  There are no proceedings or           
 investigations pending, or to the
         knowledge of such counsel, threatened, to
       which TSI or SPS is or would be a party
(A) asserting the invalidity or 
       unenforceability of the TSI Guaranty or
       the SPS Guaranty; or (B) seeking to bar
    the consummation of the transactions
contemplated thereunder.        

    (c)  A certificate signed by a duly authorized
officer of Purchaser to the effect that (i) the     
warranties and representations of Purchaser in this 
Agreement are true as of the Closing Date or, if    
any such warranties and representations are not     
then true, specifying the deficiency in reasonable  
detail; and (ii) the covenants and agreements of    
Purchaser to be performed hereunder on or before    
the Closing Date have been performed in all         
material respects, or, if any such covenants have   
not been so performed, specifying the deficiency in 
reasonable detail.                                  

   (d)  Resolutions of the Board of Directors of
Purchaser and HRC, certified by their Vice          
President, Secretary or an Assistant Secretary,     
authorizing the execution and delivery of this      
Agreement, the Merger Agreement and the Merchant    
Services Agreement, with respect to TSI, the TSI    
Guaranty, and the consummation of the transactions  
contemplated hereby and thereby.                    

 (e)  Resolutions of the shareholder of HRC,
authorizing the execution and delivery of the       
Merger Agreement and the consummation of the        
transactions contemplated thereby.                  

  (f)  A duly executed Uniform Commercial Code
financing statement by Tandy (as defined in the     
Merger Agreement), as Secured Party, against SPS    
Newco, as Borrower, in proper form under the        
Uniform Commercial Code of the State of Illinois to 
properly perfect the security interest granted      
under the Security Agreement.                       

(g)  A duly executed SPS Guaranty and TSI 
Guaranty, substantially in the form of Exhibits 5   
and 8, respectively.                                

(h)  A duly executed Merger Agreement,    
substantially in the form of Exhibit 18.            

(i)  A duly executed Security Agreement.  

(j)  A duly executed SPS Newco Assignment 
Agreement and a duly executed Hurley Bank           
Receivables Purchase Agreement, each in form and    
substance satisfactory to Sellers and Purchaser.    

(k)  Duly executed Assumption Agreements. 

   (l)  A duly executed certificate of merger as
required under Section 2.2 of the Merger Agreement. 

    (m)  A duly executed Tax Sharing Agreement, in
form and substance satisfactory to all of the       
parties hereto.                                     

13.  Survival of Representations and Warranties               

Notwithstanding any investigation made by or on     
behalf of either party at any time, the warranties,                     
representations and indemnities set forth in Sections 7, 8, 9           
and 10 of this Agreement shall survive the Closing Date and             
be deemed to have been relied upon in connection with the               
consummation of the transactions described herein by the                
party or parties to whom they were made, even if such relying           
party knew of any breach of such warranties or                          
representations unless such relying party failed to disclose            
such knowledge to all other parties prior to the Closing.               

14.  Termination of Agreement                                 

This Agreement and the sale herein provided for may 
be terminated at any time prior to the Closing Date and shall           
be of no further force or effect upon the occurrence of the             
following:                                                              
  (i)  The expiration of thirty (30) days from
   the date one party shall have given
notice to the other party (the  
  "Defaulting Party") of a breach or
      default by the Defaulting Party in the
       performance of any covenant, agreement,
       representation or warranty hereunder or
     under the Merger Agreement; provided,
       however, that no such termination shall
        be effective if, within such thirty (30)
      day period, the Defaulting Party shall
      have substantially corrected and cured
        the grounds for termination as set forth
  in such notice of termination; and
  further provided that no party can
         terminate under this clause 14(i) if such
 party is in default of any of its
         material obligations under this Agreement
or under the Merger Agreement;  

  (ii)  There shall have been a material adverse
      change (financial or otherwise) in the
        condition, business or assets of Sellers
         or Purchaser, or the Credit Card Business
since December 31, 1994;        

(iii)  Any party hereto (as applicable in this
   clause (iii), the "Bankrupt Party")
       becomes insolvent or generally fails to
       pay, or admits in writing its inability
        to pay, its debts as they become due; or
        the Bankrupt Party applies for, consents
        to, or acquiesces in the appointment of,
         a trustee, conservator, receiver or other
       custodian for the Bankrupt Party or any
    property thereof, or makes a general
        assignment for the benefit of creditors;
      or in the absence of such application,
   consent or acquiescence, a trustee,
        conservator, receiver or other custodian
      is appointed for the Bankrupt Party or
      for a substantial part of its property
        and is not discharged within ninety (90)
        days; or any bankruptcy, reorganization,
  debt arrangement, or other case or
  proceeding under any bankruptcy or
     insolvency law, or any dissolution or
       liquidation proceeding, is commenced in
     respect of the Bankrupt Party, and if
        such case or proceeding is not commenced
         by the Bankrupt Party, it is consented to
         or acquiesced in by the Bankrupt Party or
         remains for ninety (90) days undismissed;
         or the Bankrupt Party takes any corporate
      action to authorize, or in furtherance
of, any of the foregoing; or    

(iv)  Upon mutual agreement of the parties  
hereto.                         

A notification of termination from the electing     
party shall be required in the event of a termination of this           
Agreement under clauses (i), (ii) or (v) above; in the case             
of a termination under clause (iii) above, no such                      
notification shall be required and such termination shall be            
automatic upon the occurrence of the event(s) described                 
therein.  No termination of this Agreement shall release, or            
be construed as releasing, either party hereto from any                 
liability or damage to the other party hereto arising out of,           
in connection with or otherwise relating to, directly or                
indirectly, such party's breach or default of any of its                
representations, warranties, covenants, agreements, duties or           
obligations arising hereunder.                                          

15.  Settlement                                               

15.1 Settlement of Disputed Amounts                 

In the event that the parties hereto disagree as to 
any monetary item or amount (or computation or determination            
in accordance with the terms of this Agreement of any                   
monetary item or amount), other than the initial calculation            
of the Purchase Price and the Deferred Amount (provided that            
no party shall hereby be deemed to waive any other rights and           
remedies it may have hereunder or under applicable law with             
respect to the same), then any payment at the time required             
to be made under this Agreement shall be made on the basis of           
such items or amounts as to which the parties do not                    
disagree.  Any party hereto shall thereupon be entitled to              
request Coopers and Lybrand at a mutually agreeable office              
location (or, if said firm shall be unwilling to act                    
hereunder, such other firm of nationally recognized                     
independent accountants as the parties hereto may jointly               
designate which does not have a material relationship with              
either any party hereto) (either Coopers and Lybrand or such            
jointly designated alternative to be referred to in this                
Section 16 as the "Firm") to determine, in accordance with              
the provisions of this Agreement, such disputed item or                 
amount (or the computation or determination thereof).  Any              
such request shall be in writing and shall specify with                 
particularity the disputed items, amounts or computations               
being submitted for determination, and the requesting party             
shall furnish the other parties hereto with a copy of such              
request at the same time it is submitted to the Firm.  The              
Firm shall as promptly as practicable determine, in                     
accordance with the provisions of this Agreement, the proper            
amount of any disputed item or other amount, or the                     
computation thereof, and such determination shall be final,             
conclusive and binding on all parties hereto.  Before                   
submitting the final determination of any such dispute to the           
parties, the Firm shall submit one draft of such                        
determination to all parties substantially simultaneously.              
Any party may submit to the Firm such additional information            
related to this draft determination as it wishes, provided              
such additional information is provided within seven (7)                
Business Days of delivery of the draft determination.  The              
Firm, in its sole discretion, may but is not required to                
revise its draft determination in light of such additional              
information.  The determination will be submitted to the                
parties in draft only one time before issuance of the final             
determination, which shall be conclusive and binding on all             
parties hereto.  In acting pursuant to this Agreement, the              
Firm shall be entitled to the privileges and immunities of              
arbitrators.  Each party hereto shall cooperate fully in                
assisting the Firm in making any determination requested                
hereunder, including giving the Firm full access to all                 
files, books and records relevant thereto and providing such            
other information as the Firm may reasonably request in                 
connection with the determination to be made by it hereunder.           
The fees and disbursements in connection with the Firm's                
determination shall be borne equally by the parties hereto              
unless the determination is adverse to a party in an amount             
in excess of $25,000, in which case such party shall bear and           
be responsible for the full amount of fees and disbursements            
of the Firm.  In the event that a determination by the Firm             
pursuant to this Section 15.1 requires any previously                   
suspended payment to be made by any party, such payment shall           
be made promptly (and in any event within 10 days) after                
receipt by such party from the Firm of written notice of such           
determination.  The Firm shall promptly and substantially               
simultaneously notify Purchaser and Sellers in writing of any           
determination by it hereunder.                                          

15.2 Interest                                       

Any amount payable by any party to another party    
pursuant to Section 15.1 shall bear interest from the date              
such amount would originally have been required to be paid              
hereunder had no dispute over such amount existing to the               
date of payment at the rate of six percent (6%) per annum               
during the period from and including the date due to the date           
paid.                                                                   

15.3 Records and Financial Information              

Each party having control of relevant records and   
financial information used in connection with any adjustment            
provided for in this Section 15 shall certify the accuracy of           
such records and financial information if so requested by               
another party.                                                          

16.  Default                                                  

Following the occurrence of a breach by any party   
of any representation, warranty, agreement or covenant                  
hereunder, except for any failure to make a payment of the              
Deferred Amount when due hereunder, any party to whom the               
representation or warranty was made, or with whom the                   
agreement or covenant was made, may give written notice to              
the party in breach identifying such breach, and the                    
breaching party shall have thirty (30) days following receipt           
of such notice in which to cure such breach.  If the breach             
is not cured within such time, the party giving notice of the           
breach may recover its damages as provided in this Agreement            
or otherwise.  If Purchaser fails to make a payment of the              
Deferred Amount when due hereunder, or SPS Newco fails to               
maintain the required level of security for the Deferred                
Amount under the Security Agreement, either Seller or their             
permitted assignees may give written notice to Purchaser of             
such failure and Purchaser shall have fifteen (15) days                 
following the receipt of such notice in which to cure such              
breach.  A failure by Purchaser to cure any breach within the           
applicable time period specified in the preceding sentence              
shall entitle Sellers or their successors or permitted                  
assigns to recover their damages as provided in this                    
Agreement or otherwise and to accelerate and declare                    
immediately due and payable all of the unpaid Deferred Amount           
and accrued interest thereon and to foreclose under any and             
all security interests securing payment of the Deferred                 
Amount and accrued interest thereon.                                    

17.  Miscellaneous                                            

17.1 Expenses                                       

Except as is otherwise specifically provided in     
this Agreement, each party shall pay its own costs and                  
expenses in connection with this Agreement, and the                     
transactions contemplated hereby, including, but not by way             
of limitation, all regulatory fees, attorneys' fees,                    
accounting fees and other expenses.                                     

17.2 Notices                                        

All notices, demands and other communications       
hereunder shall be in writing and shall be deemed to have               
been duly given when received in person or by postage prepaid           
United States certified or registered mail, with return                 
receipt requested, or otherwise actually received by                    
facsimile transmission or by nationally recognized private              
courier service with receipt acknowledged in both instances,            
and addressed as follows:                                               

(i)  If to TNB, to:                                 
Tandy National Bank                       
1800 One Tandy Center                     
Fort Worth, Texas 76102                   
Attention: Ronald L. Parrish, President   

with copies to:                           

Tandy Corporation                         
1800 One Tandy Center                     
Fort Worth, Texas 76102                   
Attention: General Counsel                

(ii)  If to TCC, to:                                  
Tandy Credit Corporation                  
1800 One Tandy Center                     
Fort Worth, Texas 76102                   
  Attention: Ronald L. Parrish, Vice President

with copies to:                           

Tandy Corporation                         
1800 One Tandy Center                     
Fort Worth, Texas 76102                   
Attention: General Counsel                

(iii)  If to Purchaser, to:                             
Hurley State Bank                         
811 East 10th Street                      
Sioux Falls, South Dakota 57103           
Attention: Senior Vice President          

with copies to:                           

SPS Payment Systems, Inc.                 
2500 Lake Cook Road                       
Riverwoods, Illinois 60015                
Attention: President                      

Notwithstanding the foregoing, if any Person to     
whom a properly addressed and prepaid (with return address              
shown) notice is sent by United States certified or                     
registered mail as stated above, declines delivery thereof,             
such notice shall be deemed received on the third (3rd)                 
Business Day following the date the same was deposited in the           
United States mail.  The persons or addresses to which                  
mailings or deliveries shall be made may be changed from time           
to time by notice given pursuant to the provisions of this              
Section 17.2.                                                           

17.3 Successors and Assigns                         

All terms and provisions of this Agreement          
(including, but not limited to, independent provisions) shall           
be binding upon and shall inure to the benefit of the parties           
hereto and their respective permitted transferees, successors           
and assigns, including, without limitation, under the Tandy             
Assignment Agreement; provided, however, that this Agreement            
and any right, privilege, duty and obligation of the parties            
hereto may not be assigned or delegated by any party without            
the written consent of the other parties, such consent not to           
be unreasonably withheld.  Notwithstanding the foregoing,               
however, in the event of (i) a merger of any party hereto               
with or into another party to this Agreement, or (ii) the               
sale of all the stock of any party hereto to another party to           
this Agreement or to such party's guarantor, or (iii) the               
dissolution or liquidation of a party to this Agreement (such           
party to be merged, dissolved or liquidated or whose stock is           
to be sold being the "Affected Party"), the Affected Party,             
without consent, may assign and delegate its rights,                    
privileges, duties and obligations under this Agreement to              
the corporation guaranteeing its performance hereunder or to            
a corporation owning 75% or more of its stock prior to the              
event.  Notwithstanding the foregoing, the parties hereto               
hereby agree that Purchaser may assign its interest in                  
certain Account Balances purchased hereunder to SPS Newco,              
and SPS Newco shall assume all payment and performance                  
obligations of Purchaser with respect to the Deferred Amount,           
pursuant to the SPS Newco Assignment Agreement, Assumption              
and Release Agreement and the Hurley Bank Receivables                   
Purchase Agreement.                                                     

17.4 Counterparts                                   

This Agreement may be executed in one or more       
counterparts, all of which taken together shall constitute              
one instrument.                                                         

17.5 Governing Law                                  

The laws of the State of Delaware applicable to     
contracts executed and wholly performed therein shall govern            
the validity and interpretation hereof and the performance of           
the parties hereto of their respective duties and obligations           
hereunder.                                                              

17.6 Captions                                       

The captions contained in this Agreement are for    
convenience of reference only and do not form a part of this            
Agreement.                                                              

17.7 Entire Agreement                               

The making, execution and delivery of this          
Agreement by the parties hereto have been induced by no                 
representations, statements, warranties or agreements other             
than those herein expressed.  This Agreement and the other              
written agreements specifically referred to herein embody the           
entire understanding of the parties and there are no further            
or other agreements or understandings, written or oral, in              
effect between the parties relating to the subject matter               
hereof.  Except as provided herein, this Agreement is not               
conditioned on the signing or execution of any other, future            
agreement.  This instrument and the agreements contained                
herein may be amended or modified only by a written                     
instrument signed by both parties or their duly authorized              
agents.  Upon execution of this Agreement, the letter of                
intent dated December 30, 1994, by and among Tandy, TNB, TCC,           
Purchaser, SPS Newco and TSI, is deemed released and null and           
void.                                                                   

17.8 No Waiver of Rights                            

No party, by virtue of this Agreement, waives any   
rights it may have to recover damages or to seek other relief           
against any Person, including any party to this Agreement,              
arising out of acts or omissions of such Person.  No such               
waiver is intended and none shall be deemed or implied.                 

17.9 No Consequential Damages                       

Neither Purchaser and its guarantors nor Sellers    
and their guarantor shall be liable one to the other for any            
indirect, incidental, or consequential damages as a result of           
any breach of any covenant, warranty, representation or                 
obligation under this Agreement.                                        

IN WITNESS WHEREOF, the parties hereto have executed and      
delivered this Agreement as of the day and year first above             
written.                                                                

         TANDY NATIONAL BANK

               By: \s\ Ronald L. Parrish
             Name: Ronald L. Parrish
                Title: President and Chief
                     Executive Officer

              TANDY CREDIT CORPORATION

               By: \s\ Ronald L. Parrish
             Name: Ronald L. Parrish
           Title: Vice President

       HURLEY STATE BANK

          By: \s\ R. Wieseneck
               Name: Robert L. Wieseneck
      Title: President

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Filed on:	2/3/95
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Radioshack Corp – ‘8-K’ for 1/18/95

As of: Friday, 2/3/95 · For: 1/18/95 · Accession #: 96289-95-8 · File #: 1-05571

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