exhibit101.htm


     Exhibit
10.1

    


    


     

    


    STOCK
PURCHASE AGREEMENT

     

    by
and among

     

    


     

    Tandy
International Corporation,

     

    


     

    ITC
Services, Inc.,

     

    


     

    


     

    and

     

    


     

    Grupo
Gigante, S.A.B. de C.V.

     

    


     

    December
15, 2008

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              ARTICLE 1

            	
              DEFINITIONS
      AND CONSTRUCTION 

            	
              1

            


    

     

    
      	
               
      

            	
              Section
      1.1

            	
              Definitions 

            	
              1

            


    

    
      	
               
      

            	
              Section
      1.2

            	
              Additional
      Defined Terms 

            	
              4

            


    

    
      	
               
      

            	
              Section
      1.3

            	
              Construction 

            	
              5

            


    

     

    
      	
              ARTICLE
      2

            	
              THE
      TRANSACTION 

            	
              5

            


    

     

    
      	
               
      

            	
              
                Section
      2.1

              

            	
              Sale and
      Purchase of the Shares

            	
              5

            


    

    
      	
               
      

            	
              Section
      2.2

            	
              Purchase
      Price 

            	
              5

            


    

    
      	
               
      

            	
              Section
      2.3

            	
              Closing 

            	
              6

            


    

    
      	
               
      

            	
              Section
      2.4

            	
              Closing
      Deliveries 

            	
              6

            


    

    
      	
               
      

            	
              Section
      2.5

            	
              Inter-Company
      Account Agreements 

            	
              7

            


    

     

    
      	
              ARTICLE
      3

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE SELLER 

            	
              7

            


    

     

    
      	
               
      

            	
              Section
      3.1

            	
              Organization 

            	
              8

            


    

    
      	
               
      

            	
              Section
      3.2

            	
              Authority and
      Enforceability 

            	
              8

            


    

    
      	
               
      

            	
              Section
      3.3

            	
              No
      Conflict 

            	
              8

            


    

    
      	
               
      

            	
              Section
      3.4

            	
              Ownership 

            	
              8

            


    

    
      	
               
      

            	
              Section
      3.5

            	
              Seller
      Leases 

            	
              8

            


    

    
      	
               
      

            	
              Section
      3.6

            	
              Legal
      Proceedings 

            	
              8

            


    

    
      	
               
      

            	
              Section
      3.7

            	
              Brokers
      Fees 

            	
              8

            


    

    
      	
               
      

            	
              Section
      3.8

            	
              Material
      Contracts 

            	
              9

            


    

     

    
      	
              ARTICLE
      4

            	
              REPRESENTATIONS
      AND WARRANTIES OF TICORP AND ITC 

            	
              9

            


    

     

    
      	
               
      

            	
              Section
      4.1

            	
              Organization
      and Good Standing 

            	
              9

            


    

    
      	
               
      

            	
              
                Section
      4.2

              

            	
              Authority and
      Enforceability

            	
              9

            


    

    
      	
               
      

            	
              Section
      4.3

            	
              No
      Conflict 

            	
              9

            


    

    
      	
               
      

            	
              Section
      4.4

            	
              Legal
      Proceedings 

            	
              9

            


    

    
      	
               
      

            	
              Section
      4.5

            	
              Brokers
      Fees 

            	
              9

            


    

    
      	
               
      

            	
              Section
      4.6

            	
              Consents 

            	
              9

            


    

     

    
      	
              ARTICLE
      5

            	
              COVENANTS 

            	
              10

            


    

     

    
      	
               
      

            	
              Section
      5.1

            	
              Operation of
      the Businesses of the Acquired Companies 

            	
              10

            


    

    
      	
               
      

            	
              Section
      5.2

            	
              Consents and
      Filings; Reasonable Efforts. 

            	
              10

            


    

    
      	
               
      

            	
              Section
      5.3

            	
              Confidentiality 

            	
              11

            


    

    
      	
               
      

            	
              Section
      5.4

            	
              Public
      Announcements 

            	
              11

            


    

    
      	
               
      

            	
              Section
      5.5

            	
              Non-Solicitation
      of Employees 

            	
              12

            


    

    
      	
               
      

            	
              Section
      5.6

            	
              Banking
      Matters 

            	
              12

            


    

    
      	
               
      

            	
              Section
      5.7

            	
              Further
      Actions; Transition Services 

            	
              12

            


    

     

    
      	
              ARTICLE
      6

            	
              CONDITIONS
      PRECEDENT TO OBLIGATION TO CLOSE 

            	
              12

            


    

     

    
      	
               
      

            	
              
                Section
      6.1

              

            	
              Conditions to
      the Obligation of the Purchaser

            	
              12

            


    

    
      	
               
      

            	
              Section
      6.2

            	
              Conditions to
      the Obligation of the Seller 

            	
              13

            


    

     

    
      	
              ARTICLE
      7

            	
              TERMINATION 

            	
              13

            


    

     

    
      	
               
      

            	
              Section
      7.1

            	
              Termination
      Events 

            	
              13

            


    

    
      	
               
      

            	
              Section
      7.2

            	
              Effect of
      Termination 

            	
              14

            


    

     

    
      	
              ARTICLE
      8

            	
              INDEMNIFICATION 

            	
              14

            


    

     

    
      	
               
      

            	
              Section
      8.1

            	
              Indemnification
      by the Seller 

            	
              14

            


    

    
      	
               
      

            	
              Section
      8.2

            	
              Indemnification
      by the Purchaser 

            	
              14

            


    


    
      
         


      

      
        i 


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Section
      8.3

            	
              Claim
      Procedure 

            	
              15

            


    

    
      	
               
      

            	
              Section
      8.4

            	
              Survival 

            	
              15

            


    

    
      	
               
      

            	
              Section
      8.5

            	
              Limitations
      on Liability 

            	
              16

            


    

     

    
      	
              ARTICLE
      9

            	
              TAX
      MATTERS 

            	
              16

            


    

     

    
      	
               
      

            	
              Section
      9.1

            	
              Liability and
      Indemnification for Taxes 

            	
              16

            


    

    
      	
               
      

            	
              Section
      9.2

            	
              Tax
      De-Consolidation 

            	
              17

            


    

     

    
      	
              ARTICLE
      10

            	
              GENERAL
      PROVISIONS                                                                                                                                           17

            


    

     

    
      	
               
      

            	
              Section
      10.1

            	
              Notices 

            	
              17

            


    

    
      	
               
      

            	
              Section
      10.2

            	
              Amendment 

            	
              18

            


    

    
      	
               
      

            	
              Section
      10.3

            	
              Waiver and
      Remedies 

            	
              18

            


    

    
      	
               
      

            	
              Section
      10.4

            	
              Entire
      Agreement 

            	
              19

            


    

    
      	
               
      

            	
              Section
      10.5

            	
              Assignment,
      Successors and No Third Party Rights 

            	
              19

            


    

    
      	
               
      

            	
              Section
      10.6

            	
              Severability 

            	
              19

            


    

    
      	
               
      

            	
              Section
      10.7

            	
              Schedules 

            	
              19

            


    

    
      	
               
      

            	
              Section
      10.8

            	
              Interpretation 

            	
              19

            


    

    
      	
               
      

            	
              Section
      10.9

            	
              Expenses 

            	
              19

            


    

    
      	
               
      

            	
              Section
      10.10

            	
              Governing
      Law 

            	
              19

            


    

    
      	
               
      

            	
              Section
      10.11

            	
              Limitation on
      Liability 

            	
              20

            


    

    
      	
               
      

            	
              Section
      10.12

            	
              Specific
      Performance 

            	
              20

            


    

    
      	
               
      

            	
              Section
      10.13

            	
              Dispute
      Resolution 

            	
              20

            


    

    
      	
               
      

            	
              Section
      10.14

            	
              No Joint
      Venture 

            	
              21

            


    

    
      	
               
      

            	
              Section
      10.15

            	
              Counterparts 

            	
              21

            


    

    
      	
               
      

            	
              Section
      10.16

            	
              Termination
      of Certain Agreements 

            	
              21

            


    


    
      
         


      

      
        ii 


        
          

        

      

      
         


      

    


    STOCK
PURCHASE AGREEMENT

     

    This Stock Purchase
Agreement (the “Agreement”) is made
as of December 15, 2008, by and among Tandy International Corporation, a Nevada
corporation (“TICORP”), ITC
Services, Inc., a Texas corporation (“ITC”; and
collectively, with TICORP, the “Purchaser”), and
Grupo Gigante, S.A.B. de C.V., a Mexican sociedad anónima bursátil de capital
variable (the “Seller”).

     

    RECITALS

     

    Seller and TICORP
are party to that certain Amended and Restated Joint Venture Agreement dated
effective February 13, 2003 (the “JVA”) pursuant to
which the Seller and Purchaser established and operate Radio Shack de México,
S.A. de C.V., a Mexican sociedad anónima de capital
variable (“RadioMex”).  Purchaser
and Seller jointly own Logistic Answers, S.A. de C.V., a Mexican sociedad anónima de capital
variable (“Logistic”) and Retail
Answers, S.A. de C.V., a Mexican sociedad anónima de capital
variable (“Retail”; and together
with RadioMex and Logistic, the “Acquired
Companies”).

     

    The Seller owns
approximately 50.0001% of the outstanding shares of capital stock of RadioMex
(the “RadioMex
Shares”), and approximately 50.20% of the outstanding shares of capital
stock of each of Logistic (the “Logistic Shares”) and
Retail (the “Retail
Shares” and, together with the RadioMex Shares and the Logistic Shares,
the “Shares”).

     

    Purchaser desires
to purchase from Seller, and Seller has agreed to sell to Purchaser, the
RadioMex Shares, the Logistic Shares and the Retail Shares.

     

    Accordingly, this
Agreement contemplates the sale by the Seller to the Purchaser, and the purchase
by the Purchaser from the Seller, of all of the Shares subject to and in
accordance with the terms and conditions hereof.

     

    NOW, THEREFORE,
intending to be legally bound and in consideration of the mutual provisions set
forth in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

     

    


      ARTICLE
1

      DEFINITIONS
AND CONSTRUCTION

    

     

    Section
1.1     Definitions.  For
the purposes of this Agreement:

     

    “Affiliate” means,
with respect to a specified Person, a Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with, the specified Person.  For purposes of this
definition, the term “control” (including the terms “controlling,” “controlled
by” and “under common control with”) means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise.

     

    “Business Day” means
any day other than Saturday, Sunday or any day on which banking institutions in
Texas or Mexico are closed either under applicable Law or action of any
Governmental Authority.

     

    “Confidential
Information” means any information, in whatever form or medium,
conspicuously marked as being of a confidential nature or otherwise by its
nature commonly understood to be of a confidential nature, concerning the
business or affairs of any Acquired Company or any Intellectual

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Property of the
Purchaser or its Affiliates licensed to or used by any of the Acquired
Companies, but excluding (i) any information that is or has become publicly
available through no fault of the recipient, (ii) any information that is
established to have been known to the recipient prior to its disclosure to the
recipient by the Purchaser or its Affiliates (including without limitation
information that has been provided or licensed by recipient to any of the
Acquired Companies), (iii) any information that is established to have been
independently developed by the recipient, (iv) solely to the extent required for
Seller to comply with applicable Law or in connection with a legal or
administrative proceeding, the tax documents set forth on Schedule 1.1 hereto
or required under Section 9.2, (v) solely to the extent required for Seller to
comply with applicable Law or in connection with a legal or administrative
proceeding, any financial statements of the Acquired Companies for the fiscal
years from and including 1997 to and including 2008 and (vi) solely to the
extent required for Seller to comply with applicable Law or in connection with a
legal or administrative proceeding, any  minutes of any meeting of the
board of directors of any of the Acquired Companies for the fiscal years from
and including 1997 to and including 2008.

     

    “Contract” means any
written contract, agreement, lease, license, commitment, understanding,
franchise, warranty, guaranty, mortgage, note, bond or other instrument or
consensual obligation that is legally binding.

     

    “Credit Agreements”
means, collectively, (i) the Pesos 60 million credit agreement dated December
21, 2005 among RadioMex, as borrower, Inverlat, as lender, and Seller, as
guarantor and avalista,
and (ii) the Pesos 70 million credit agreement dated July 5, 2006 among
RadioMex, as borrower, Inverlat, as lender, and Seller as guarantor and avalista, each as amended and
supplemented from time to time.

     

    “Encumbrance” means
any charge, claim, mortgage, encumbrance, pledge, security interest, or other
lien other than (a) carrier’s, warehousemen’s, mechanic’s, materialmen’s and
other similar liens with respect to amounts that are not yet due and payable or
that are being contested in good faith, (b) liens for Taxes that are not yet due
and payable or that are being contested in good faith, (c) liens securing rental
payments under capital lease arrangements, (d) restrictions on the
transferability of securities arising under applicable securities Laws, (e)
restrictions arising under applicable zoning and other land use Laws that do
not, individually or in the aggregate, have a material adverse effect on the
present use or occupancy of the property subject thereto, (f) defects,
easements, rights of way, restrictions, covenants, claims, subleases or similar
items relating to real property that do not, individually or in the aggregate,
have a material adverse effect on the present use or occupancy of the real
property subject thereto, (g) matters which would be disclosed by an accurate
survey or inspection of any land, buildings, improvements and fixtures erected
thereon and all appurtenances related thereto, (h) matters of public record or
(i) other charges, claims, mortgages, encumbrances, pledges, security interests
or other liens that would not have a Material Adverse Effect.

     

    “Governmental
Authority” means any (a) federal, state, local, municipal, or other
government of the United Mexican States, (b) governmental or quasi-governmental
authority of any nature (including any governmental agency, branch, department
or other entity and any court or other tribunal), (c) multinational organization
exercising judicial, legislative or regulatory power or (d) body exercising, or
entitled to exercise, any administrative, executive, judicial, legislative,
police, regulatory or taxing authority or power of any nature of any federal,
state, local, municipal, foreign or other government.

     

    “Governmental
Authorization” means any approval, consent, ratification, waiver,
license, permit, registration or other authorization issued or granted by any
Governmental Authority.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Hacienda” means the
Secretaria de Hacienda y
Crédito Publico (Ministry of Finance and Public Credit) of
Mexico.

     

    “Intellectual
Property” means all of the following anywhere in the world and all legal
rights, title or interest in the following arising under Law: (a) patents and
patent rights; (b) copyrights and copyright registrations; (c) trade names,
trademarks and service marks and related registrations; and (d) trade secrets
(including inventions, whether patentable or unpatentable and whether or not
reduced to practice, manufacturing and production processes and techniques,
research and development information, drawings, specifications and customer and
supplier lists, to the extent any of the foregoing qualify as trade secrets
under applicable Law).

     

    “Inter-Company Account
Agreements” means, collectively, (i) that certain Account Reciprocity
Agreement (Convenio de
Reciprocidad de Cuentas) dated October 1, 2006 between RadioMex and
Seller and (ii) any other agreements relating to intercompany accounts payable,
whether written or unwritten, between Seller and any of its Affiliates and any
of the Acquired Companies.

     

    “Inverlat” means
ScotiaBank Inverlat, S.A., Sociedad de Banca Múltiple, Grupo Financiero
ScotiaBank Inverlat.

     

    “Judgment” means any
order, injunction, judgment, decree, ruling, assessment or arbitration award of
any Governmental Authority or arbitrator.

     

    “Knowledge” means, (a)
with respect to the Seller, the actual knowledge, without any obligation of
independent investigation, of Francisco Pérez Lobato and Óscar Nájar Camejo, and
(b) with respect to the Purchaser, the actual knowledge, without any obligation
of independent investigation, of Martin Moad, James Gooch and Peter
Whitsett.

     

    “Law” means any
federal, state, local, municipal, foreign, international, multinational, or
other constitution, law, statute, treaty, rule, regulation, ordinance or
code.

     

    “Liability” means any
liability or obligation, whether known or unknown, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, due or to become
due.

     

    “Loss” means any
direct and actual Liabilities, losses, damages, Judgments, fines, penalties,
costs or expenses (including reasonable attorneys’ or other professional fees
and expenses) but excluding any special, incidental, indirect, exemplary,
punitive or consequential damages (including lost profits, loss of revenue or
lost sales, or amounts calculated as a multiple of earnings, profits, revenue,
sales or other measure).

     

    “Material Adverse
Effect” means any event, change, circumstance, effect or other matter
that has a material adverse effect on (a) the business, financial condition or
results of operations of the Acquired Companies, taken as a whole, or (b) the
ability of the Seller or Purchaser, as the case may be, to consummate timely the
transactions contemplated by this Agreement.

     

    “Notes” means any
promissory notes issued under the Credit Agreements.

     

    “Payoff Amount” means
the amount required to be paid by RadioMex on or before the Closing Date, as set
forth in the Payoff Letter, to satisfy and discharge all obligations and
liabilities of RadioMex and Seller under the Credit Agreements and the
Notes.

     

    “Payoff Letter” means,
collectively, two (2) certain letters to be signed by each of RadioMex and
Inverlat, setting forth the Payoff Amount for each of the Credit Agreements and
pursuant to which

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Inverlat (i)
acknowledges that upon receipt of the Payoff Amount RadioMex and Seller shall be
discharged from all obligations and liabilities under the Credit Agreements and
the Notes, (ii) agrees that upon receipt of the Payoff Amount the original Notes
shall be delivered to Seller and (iii) specifies the precise account of RadioMex
from which Inverlat shall debit the Payoff Amount on the Closing
Date.

     

    “Person” means an
individual or an entity, including a corporation, limited liability company,
general or limited partnership, trust, association or other business or
investment entity, or any Governmental Authority.

     

    “Post-Closing Period”
means any taxable period or portion of a taxable period that begins after the
Closing Date.

     

    “Proceeding” means any
action, arbitration, audit, examination, investigation, hearing, litigation or
suit (whether civil, criminal, administrative, judicial or investigative,
whether formal or informal, and whether public or private) commenced, brought,
conducted or heard by or before, or otherwise involving, any Governmental
Authority or arbitrator.

     

    “Seller Leases” means
any and all lease agreements or other occupancy contracts for the use and
possession of office space, retail space or other real property between Seller
or any of its Affiliates and any of the Acquired Companies.

     

    “Shares” means,
collectively, the RadioMex Shares, the Logistic Shares and the Retail
Shares.

     

    “Subsidiary” means,
with respect to a specified Person, any corporation or other Person of which
securities or other interests having the power to elect a majority of that
corporation’s or other Person’s board of directors or similar governing body, or
otherwise having the power to direct the business and policies of that
corporation or other Person (other than securities or other interests having
such power only upon the happening of a contingency that has not occurred) are
held by the specified Person or one or more of its Subsidiaries.

     

    “Tax” means (a) any
federal, state, local, foreign or other tax, charge, fee, duty (including
customs duty), levy or assessment, including any income, gross receipts, net
proceeds, alternative or add-on minimum, corporation, ad valorem, turnover, real
property, personal property (tangible or intangible), sales, use, franchise,
excise, value added, stamp, leasing, lease, user, transfer, fuel, excess
profits, profits, occupational, premium, interest equalization, windfall
profits, severance, license, registration, payroll, environmental, capital
stock, capital duty, disability, estimated, gains, wealth, welfare, employee’s
income withholding, other withholding, unemployment or social security or other
tax of whatever kind (including any fee, assessment or other charges in the
nature of or in lieu of any tax) that is imposed by any Governmental Authority,
(b) any interest, fines, penalties or additions resulting from, attributable to,
or incurred in connection with any items described in this paragraph or any
related contest or dispute and (c) any Liability for the Taxes of another
Person.

     

    “UBS Letter Agreement”
means a letter signed by UBS Securities LLC, TICORP and Seller on April 2,
2008.

     

    Section
1.2     Additional Defined
Terms.  For purposes of this Agreement, the following terms
have the meanings specified in the indicated Section of this Agreement, without
prejudice to other defined terms elsewhere in this Agreement:

     

    
      	Defined
      Term	 
	
              Acquired
      Companies

            	
              Preamble

            
	
              Acquired
      Companies Tax Payments

            	
              9.2(b)

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
              Adjustment
      Notice

            	
              2.5

            
	
              Agreement

            	
              Preamble

            
	
              Asset Tax
      Law

            	
              9.2(b)

            
	
              Antitrust
      Laws

            	
              5.2(b)

            
	
              Claim
      Notice

            	
              8.3(a)

            
	
              Closing

            	
              2.3

            
	
              Closing
      Date

            	
              2.3

            
	
              Governmental
      Antitrust Authority

            	
              5.2(a)

            
	
              Indemnified
      Party

            	
              8.3(a)

            
	
              Indemnifying
      Party

            	
              8.3(a)

            
	
              LISR

            	
              9.2(b)

            
	
              November
      Payment

            	
              9.2(b)

            
	
              Purchase
      Price

            	
              2.2

            
	
              Purchaser

            	
              Preamble

            
	
              Purchaser
      Indemnified Parties

            	
              8.1

            
	
              Resigning
      Individuals

            	
              2.4(a)(v)

            
	
              Seller

            	
              Preamble

            
	
              Seller
      Indemnified Parties

            	
              8.2

            
	
              Tax
      Laws

            	
              9.2(b)

            


    

    


    Section
1.3     Construction.  Any
reference in this Agreement to an “Article,” “Section,” or “Schedule” refers to
the corresponding Article, Section or Schedule of or to this Agreement, unless
the context indicates otherwise.  The table of contents and the
headings of Articles and Sections are provided for convenience only and are not
intended to affect the construction or interpretation of this
Agreement.  All words used in this Agreement are to be construed to be
of such gender or number as the circumstances require.  The words
“including,” “includes,” or “include” are to be read as listing non-exclusive
examples of the matters referred to, whether or not words such as “without
limitation” or “but not limited to” are used in each instance.  Where
this Agreement states that a party “shall”, “will” or “must” perform in some
manner or otherwise act or omit to act, it means that the party is legally
obligated to do so in accordance with this Agreement.  Any reference
to a statute is deemed also to refer to any amendments or successor legislation
as in effect at the relevant time.  Any reference to a Contract or
other document as of a given date means the Contract or other document as
amended, supplemented and modified from time to time through such
date.  

     

    


      ARTICLE
2

      THE
TRANSACTION

    

     

    Section
2.1     Sale and Purchase of the
Shares.  In accordance with the provisions of this Agreement,
at the Closing, the Seller will sell and transfer to the Purchaser, and the
Purchaser will purchase and acquire from the Seller, all of the Shares, as
follows:

     

    (i) 982,560 of the
RadioMex Shares shall be transferred to TICORP and 20,052 of the RadioMex Shares
shall be transferred to ITC;

     

    (ii) 738 of the Logistic
Shares shall be transferred to ITC and 15 of the Logistic Shares shall be
transferred to TICORP; and

     

    (iii) 738 of the Retail
Shares shall be transferred to ITC and 15 of the Retail Shares shall be
transferred to TICORP;

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Section
2.2     Purchase
Price.  Subject to Section 2.6 hereof, the purchase price for
the Shares (the “Purchase Price”) is
Five Hundred Sixty-Three Million Two Hundred Eighty-Seven Thousand Five Hundred
and 00/100 Mexican Pesos (MXP$563,287,500.00).  

     

    Section
2.3     Closing.   The
closing of the transactions contemplated by this Agreement (the “Closing”) will take
place at the offices of Grupo Gigante, S.A.B. de C.V., Avenida Ejército Nacional
769A, México, D.F., México, at 10:00 a.m., local time, on December 15, 2008 (the
“Closing
Date”). 

     

    Section
2.4     Closing
Deliveries.

     

    (a) At the Closing, the
Seller will deliver or cause to be delivered to the Purchaser:

     

    (i) certified copies of
powers of attorney for the duly authorized signatory of Seller authorizing the
sale of the Shares as contemplated hereby;

     

    (ii) four original
execution counterparts of this Agreement;

     

    (iii) certificates
representing the Shares duly endorsed in favor of each of TICORP and ITC in the
manner set forth in Section 2.1;

     

    (iv) a certificate,
dated as of the Closing Date, executed by the Seller confirming the satisfaction
of the conditions specified in Sections 6.1(a) and 6.1(b);

     

    (v) resignations
effective as of the Closing Date of each Person set forth on Schedule 2.4(a)(v)
(the “Resigning
Individuals”) from all positions held by such Resigning Individuals with
the Acquired Companies;

     

    (vi) for each Acquired
Company:

     

    (A) the original
incorporation instruments (articles of incorporation and bylaws) including
registration data from the Public Registry;

     

    (B) notarial
instruments of any amendment to the corporate bylaws, including registration
data from the Public Registry in connection therewith;

     

    (C) notarial
instruments containing powers of attorney granted, including registration data
from the Public Registry in connection therewith;

     

    (D) notarial
instruments containing formalization of minutes of shareholders’ meetings,
including registration data from the Public Registry in connection
therewith;

     

    (E) the federal
taxpayers registration data (Cédula de RFC);

     

    (F) the initial
recording with the National Registry of Foreign Investments and any other
reports filed before said registry; and

     

    (G) the corporate books
(including the partners and board meeting minutes book, partners registry book
and capital variations registry book);

     

    (vii) a letter executed
by the Seller confirming that it has obtained all necessary Governmental
Approvals if any required by it in connection with the sale contemplated by this
Agreement, other than the clearance of the Mexican Federal Competition
Commission (“CFC”)

     


    
      
         


      

      
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    which has been
applied to by Purchaser, and attaching copies of any said Governmental
Approvals; and

     

    (viii) such other
documents, instruments and agreements as the Purchaser reasonably requests for
the purpose of consummating the transactions contemplated by this
Agreement.

     

    (b) At the Closing, the
Purchaser will deliver or cause to be delivered to the Seller:

     

    (i) A notarized and
apostilled board resolution setting forth the authority of each of TICORP’s and
ITC’s authorized signatory having sufficient authority to execute this
Agreement;

     

    (ii) four original
counterparts of this Agreement signed on behalf of TICORP and ITC;

     

    (iii) the Purchase Price
by wire transfer of immediately and freely available funds in Mexican pesos to
the account specified by the Seller no later than the Closing Date;

     

    (iv) a copy of the
Payoff Letter signed on behalf of the parties thereto;

     

    (v) a certificate,
dated as of the Closing Date, executed by the Purchaser confirming the
satisfaction of the conditions specified in Sections 6.2(a) and
6.2(b);

     

    (vi) a letter executed
by the Purchaser confirming receipt of each document delivered to it pursuant to
Section 2.4(a)(vi);

     

    (vii) a letter executed
by the Purchaser confirming that it has obtained all necessary Governmental
Approvals required by it in connection with the purchase contemplated by this
Agreement, including the clearance of the CFC and attaching evidence of such
Governmental Approvals satisfactory to Seller;

     

    (viii) a copy of the
minutes of each of the Acquired Companies accepting the resignation of the
Resigning Individuals and revoking any powers of attorney granted to the
Resigning Individuals or to any other Person employed by or affiliated with the
Seller to which a power of attorney to act on behalf of the Acquired Companies
has been granted; and releasing each such persons from liability in the legal
performance of their office or duties; and

     

    (ix) such other
documents, instruments and agreements as the Seller reasonably requests for the
purpose of consummating the transactions contemplated by this
Agreement.

     

    Section
2.5     Inter-Company Account
Agreements.  Notwithstanding anything to the contrary set forth
in Section 10.16(b), if it is determined by Purchaser or Seller at any time
during the ninety (90)-day period following the Closing Date that any amount is
owed by one party to the other party under any Inter-Company Account Agreement,
the party claiming such amount may deliver notice to the other party setting
forth in reasonable detail the basis for each such claim (an “Adjustment
Notice”).  Following the delivery of an Adjustment Notice, the
Purchaser and the Seller will attempt in good faith, for a period of thirty (30)
Business Days, to reach a mutual agreement with respect to whether such amount
is, in fact, owed and the manner of calculating of such
amount.  Should Purchaser and Seller fail to reach an agreement with
respect to such payment or the amount thereof during such (30)-Business Day
period, the matter shall be resolved in accordance with Section 10.13
hereof.

     


    
      
         


      

      
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      ARTICLE
3

              
REPRESENTATIONS AND WARRANTIES OF THE
SELLER                                

    

     

     

    The Seller
represents and warrants to the Purchaser as follows:

     

    Section
3.1     Organization.  The
Seller is a corporation duly organized and validly existing under the Laws of
the United Mexican States as a sociedad anónima bursátil de capital
variable.

     

    Section
3.2     Authority and
Enforceability.  The Seller has all requisite corporate power
and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement.  The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby by the Seller have been duly authorized by all necessary
action on the part of the Seller.  The Seller has duly and validly
executed and delivered this Agreement.  Assuming the due
authorization, execution and delivery of this Agreement by TICORP and ITC, this
Agreement constitutes the valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, subject to (a) Laws
of general application relating to concurso mercantil, quiebra, bankruptcy,
insolvency and the relief of debtors and (b) Laws governing specific
performance, injunctive relief and other equitable remedies.

     

    Section
3.3     No
Conflict.  Except in any case that would not have a Material
Adverse Effect, the execution, delivery and performance of this Agreement by the
Seller of the transactions contemplated by this Agreement, will not (a) conflict
with or violate the Seller’s estatutos sociales, (b)
result in a breach or default under, or create in any Person the right to
terminate, cancel, accelerate or modify, or require any notice, consent or
waiver under, any material Contract to which Seller is a party (other than the
Credit Agreements), (c) violate any Law or Judgment applicable to the Seller or
(d) require the Seller to obtain any Governmental Authorization or make any
filing with any Governmental Authority.

     

    Section
3.4     Ownership.  The
Seller is the sole record holder and beneficial owner of all of the Shares, free
and clear of all Encumbrances.  Upon payment in full of the Purchase
Price and the endorsement of the Shares as contemplated herein, good and valid
title to the Shares will pass to TICORP and ITC, as provided herein, free and
clear of any Encumbrances, and with no restrictions on the voting rights or
other incidents of record and beneficial ownership of such
Shares.  All of the Shares are duly authorized, validly issued, fully
paid and nonassessable.  There are no Contracts to which either the
Seller is a party or bound with respect to the voting (including voting trusts
or proxies) of the Shares.  To Seller’s knowledge, other than the
Shares, there are no outstanding or authorized options, warrants, rights,
agreements or commitments to which the Acquired Companies are a party or which
are binding upon the Acquired Companies providing for the issuance or redemption
of any shares of any of the Acquired Companies’ capital stock.  Other
than the Shares, Seller does not own shares, options, warrants, rights,
agreements or commitments to acquire shares in any of the Acquired
Companies.  To the Knowledge of the Seller, other than the Shares and
any shares owned by Purchaser or its Affiliates, there are no outstanding or
issued shares in any of the Acquired Companies.

     

    Section
3.5     Seller
Leases.  To the Knowledge of Seller: (i) the Seller Leases are
valid and in full force and effect; (ii) there exists no breach or default under
the Seller Leases and no facts or circumstances exist (including the
consummation of the transactions contemplated hereby) that would, but for the
delivery of notice and/or the lapse of any applicable period of grace,
constitute a breach or default under any Seller Lease; (iii) the Seller Leases
have not been modified since their inception, except for amendments related to
rented areas and rental payments; and (iv) the Seller Leases shall continue
immediately after the Closing in accordance with their respective terms and
conditions.

     


    
      
         


      

      
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    Section
3.6     Legal
Proceedings.  There is no Proceeding pending or, to the
Seller’s Knowledge, threatened against the Seller that questions or challenges
the validity of this Agreement or the ability of the Seller to consummate any of
the transactions contemplated by this Agreement.

     

    Section
3.7     Brokers
Fees.  The Seller has no Liability to pay any fees or
commissions to any broker, finder or agent in connection with any of the
transactions contemplated by this Agreement, except for the fees payable by
Seller under the UBS Letter Agreement.

     

    Section
3.8     Material
Contracts.  Other than the Seller Leases, the Credit Agreements
and the Inter-Company Account Agreements, to Seller’s Knowledge Seller is not a
party to any Contract that is material to the operation of any Acquired
Companies. 

     

    


      ARTICLE
4

      REPRESENTATIONS
AND WARRANTIES OF TICORP AND ITC



    Each of TICORP and
ITC represents and warrants to the Seller as follows:

     

    Section
4.1     Organization and Good
Standing.  TICORP is a corporation duly organized, validly
existing and in good standing under the Laws of the State of Nevada, and has all
requisite corporate power and authority to conduct its business as it is
presently conducted.  ITC is a corporation duly organized, validly
existing and in good standing under the Laws of the State of Texas, and has all
requisite corporate power and authority to conduct its business as it is
presently conducted.

     

    Section
4.2     Authority and
Enforceability.  Each of TICORP and ITC has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its obligations under this Agreement.  The execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of TICORP and ITC.  Each of TICORP and ITC has duly and validly
executed and delivered this Agreement.  Assuming the due
authorization, execution and delivery of this Agreement by the Seller, this
Agreement constitutes the valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, subject to (a)
Laws of general application relating to bankruptcy, insolvency and the relief of
debtors and (b) Laws governing specific performance, injunctive relief and other
equitable remedies.

     

    Section
4.3     No
Conflict.  Except for the requirements of any Antitrust Law of
jurisdictions outside the United Mexican States (if and to the extent such Laws
may apply), and except in any case that would not have a Material Adverse
Effect, TICORP’s and ITC’s execution, delivery and performance of this Agreement
and the consummation by TICORP and ITC of the transactions contemplated by this
Agreement, do not (a) conflict with or violate TICORP’s or ITC’s certificate of
incorporation, bylaws or other organizational documents, (b) result in a breach
or default under or create in any Person the right terminate, cancel, accelerate
or modify, or require any notice, consent or waiver under, any Contract to which
TICORP or ITC is a party or by which TICORP or ITC is bound, in any case with or
without due notice or lapse of time or both, (c) result in the imposition of any
lien or other encumbrance on any of the assets of TICORP or ITC, (d) violate any
Law or Judgment applicable to TICORP or ITC or (e) require TICORP or ITC to
obtain any Governmental Authorization or make any filing with any Governmental
Authority.

     

    Section
4.4     Legal
Proceedings.  There is no Proceeding pending or, to TICORP’s or
ITC’s Knowledge, threatened against TICORP or ITC that questions or challenges
the validity of this Agreement or that may prevent, delay, make illegal or
otherwise interfere with the ability of TICORP or ITC to consummate any of the
transactions contemplated by this Agreement.

     


    
      
         


      

      
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    Section
4.5     Brokers
Fees.  Neither TICORP nor ITC nor any Person acting on their
respective behalf has incurred any Liability to pay any fees or commissions to
any broker, finder or agent in connection with any of the transactions
contemplated by this Agreement, except for the fees payable by TICORP under the
UBS Letter Agreement.

     

    Section
4.6     Consents.  No
Governmental Authorization is required to be obtained by TICORP or ITC to carry
out the transactions contemplated herein, except the clearance of the CFC, which
Purchaser has requested and is diligently pursuing.

     

    ARTICLE
5

    COVENANTS

     

    
    

    Section
5.1     Operation of the Businesses
of the Acquired Companies.

     

    Until the Closing,
the parties will cause the Acquired Companies to conduct their business in the
ordinary course of business in all material respects and use their commercially
reasonable efforts to keep available the services of their employees and to
preserve their relationships with their customers and others doing business with
them.

     

    Section
5.2     Consents and Filings;
Reasonable Efforts. 

     

    (a) Subject to the
terms and conditions provided in this Section 5.2, each of the Seller and
Purchaser will use commercially reasonable efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary to
consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement and to cooperate with each other in connection
with the foregoing, including to: (i) obtain all necessary waivers, consents and
approvals from other parties to material Contracts to which they may be parties;
(ii) obtain all Governmental Authorizations that are required to be obtained
under any Law; (iii) lift or rescind any injunction, restraining order or other
Judgment adversely affecting the ability of the parties to this Agreement to
consummate the transactions contemplated by this Agreement; (iv) effect all
necessary registrations and filings including filings and submissions of
information requested or required by any Governmental Authority, including any
national antitrust authorities with mandatory pre-sale filing requirements that
are deemed by the Seller and the Purchaser, after consulting with one another,
to be applicable to the transactions contemplated by this Agreement (“Governmental Antitrust
Authority”); and (v) fulfill all conditions to this
Agreement.  The Seller and Purchaser further covenant and agree, with
respect to any threatened or pending preliminary or permanent injunction or
other Judgment or Law that would adversely affect the ability of the parties to
this Agreement to consummate the transactions contemplated by this Agreement, to
use commercially reasonable efforts to prevent the entry, enactment or
promulgation thereof, as the case may be.

     

    (b) The Seller and the
Purchaser will keep each other apprised of the status of matters relating to the
completion of the transactions contemplated by this Agreement and work
cooperatively in connection with obtaining the requisite Governmental
Authorizations, including: (i) cooperating with the other party in connection
with filings under any antitrust, competition or trade regulatory Laws (“Antitrust Laws”),
including, with respect to the party making a filing, (A) providing copies of
all such documents to the non-filing party and its advisors prior to filing
(other than documents containing confidential business information that will be
shared only with outside legal counsel to the non-filing party) and (B) if
requested, accepting all reasonable additions, deletions or changes suggested in
connection with any such filing; (ii) furnishing to each other all information
required for any application or other filing to be made pursuant to any
Antitrust Laws in connection with the transactions contemplated by this
Agreement; (iii) promptly notifying the other of, and if in writing furnishing
the other with copies of, any communications from or with any Governmental
Antitrust Authority with respect to the transactions contemplated by this
Agreement; (iv) permitting the other party to review in

     


    
      
         


      

      
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    advance and
considering in good faith the views of one another in connection with any
proposed communication with any Governmental Antitrust Authority in connection
with Proceedings under or relating to any Antitrust Laws; (v) not agreeing to
participate in any meeting or discussion with any Governmental Antitrust
Authority in connection with Proceedings under or relating to any Antitrust Laws
unless it consults with the other party in advance, and, to the extent permitted
by such Governmental Antitrust Authority, gives the other party the opportunity
to attend and participate in such meetings or discussions; and (vi) consulting
and cooperating with one another in connection with any analyses, appearances,
presentations, memoranda, briefs, arguments, opinions and proposals made or
submitted by or on behalf of either party to this Agreement in connection with
Proceedings under or relating to any Antitrust Laws.  If either party
or any Affiliate thereof receives a request for additional information or
documentary material from any such Governmental Antitrust Authority with respect
to the transactions contemplated by this Agreement, then such party will
endeavor in good faith to make, or cause to be made, as soon as practicable and
after consultation with the other party, an appropriate response in compliance
with such request.  The Purchaser will advise the Seller promptly in
respect of any understandings, undertakings or agreements (oral or written)
which the Purchaser proposes to make or enter into with any Governmental
Antitrust Authority in connection with the transactions contemplated by this
Agreement.

     

    Section
5.3     Confidentiality.

     

    (a) From and until the
end of the twenty-four (24) month period after the date hereof, Seller will, and
will cause each of its Affiliates and its and their respective directors,
officers, stockholders, employees, agents, consultants and other advisors and
representatives (its “Restricted Persons”)
to, maintain the confidentiality of, and not use for their own benefit or the
benefit of any other Person, the Confidential Information.

     

    (b) Except as
contemplated by Section 5.4, neither the Purchaser nor the Seller will, and the
Purchaser and Seller will cause each of their respective Restricted Persons not
to, disclose to any Person any information with respect to the legal, financial
or other terms or conditions of this Agreement or any of the transactions
contemplated hereby or thereby.  The foregoing does not restrict the
right of any party to disclose such information (i) to its respective Restricted
Persons to the extent reasonably required by such party to facilitate the
negotiation, execution, delivery or performance of this Agreement, (ii) to any
Governmental Authority or arbitrator to the extent reasonably required in
connection with any Proceeding relating to the enforcement of Agreement, (iii)
as permitted in accordance with Section 5.3(c) or (d) as required by applicable
Law or regulation.  Each party will advise its respective Restricted
Persons with respect to the confidentiality obligations under this Section
5.3(b) and will be responsible for any breach or violation of such obligations
by its Restricted Persons.

     

    (c) If a party or any
of its respective Restricted Persons become legally compelled to make any
disclosure that is prohibited or otherwise restricted by this Agreement, then
such party will to the extent possible (i) give the other party immediate
written notice of such requirement, (ii) consult with and assist the other party
in obtaining an injunction or other appropriate remedy to prevent such
disclosure and (iii) use its commercially reasonable efforts to obtain a
protective order or other reliable assurance that confidential treatment will be
accorded to any information so disclosed.  Subject to the previous
sentence, the disclosing party or such Restricted Persons may make only such
disclosure that, in the opinion of its counsel, it is legally compelled or
otherwise required to make to avoid standing liable under applicable Law or
regulation.

     

    (d) To the extent that
Seller has not done so prior to the Closing, Seller will, immediately following
the Closing, surrender to the Purchaser all notes, data, manuals, documents,
records, data bases, programs, blueprints, memoranda, specifications, customer
lists, financial reports and all other tangible

     


    
      
         


      

      
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    embodiments of
Confidential Information in Seller’s possession (excluding such materials that
are, on the Closing Date, located in the offices of the Acquired Companies), it
being expressly understood that all these writings, tangible embodiments and
other things are the exclusive property of the Purchaser; provided, however,
that, subject to its obligations under Section 5.3(a) above, Seller will be
entitled to keep a copy of each of the aforesaid for archive
purposes.

     

    Section
5.4     Public
Announcements.  Prior to the Closing, each party agrees not to
issue any press release or make any other public announcement relating to this
Agreement without the prior written approval of the other party, except that each of the
Seller and the Purchaser reserves the right, without the other party’s prior
consent, to make any public disclosure it believes in good faith is required by
applicable securities Laws or securities listing standards (in which case the
disclosing party agrees to use commercially reasonable efforts to advise the
other party prior to making the disclosure).

     

    Section
5.5     Non-Solicitation of
Employees.  Seller and its Affiliates will not directly or
indirectly employ or seek to employ any person who is employed by the Acquired
Companies as of the Closing Date nor induce any such person to leave said
employment for nine (9) months after the Closing Date without the Purchaser’s
prior written consent.  The parties acknowledge and understand that
Mr. Evaristo Suárez, a former employee of a Subsidiary of Seller and now in the
employment of Retail has an option to return to the employment of such
Subsidiary at any time pursuant to an agreement among Mr. Suárez, Retail and
such Subsidiary.

     

    Section
5.6     Banking
Matters.  To the extent that any employee of Seller or its
Affiliates have signing privileges on any bank account in the name of the
Acquired Companies, Seller covenants and agrees that such privileges shall not
be exercised from and after the Closing Date without the prior written consent
or request of Purchaser.

     

    Section
5.7     Further Actions; Transition
Services.  

     

    (a) Subject to the
other express provisions of this Agreement, upon the written request of any
party to this Agreement, the other parties will execute and deliver such other
documents, instruments and agreements as the requesting party may reasonably
require for the purpose of carrying out the intent of this Agreement and the
transactions contemplated by this Agreement.

     

    (b) As partial
consideration for Purchaser’s payment of the Purchase Price, and at no
additional charge to Purchaser (except for pass-through third-party costs that
are incurred by Seller, or its Affiliates), Seller or its Subsidiaries shall
perform or cause to be performed for a period of 90 days following the Closing
Date such support and coordination activities for the Acquired Companies
consistent with the manner in which Seller and its Subsidiaries performed such
activities while Seller was a shareholder of the Acquired Companies as may be
reasonably requested by Purchaser for a transition of Acquired Companies to
Purchaser without causing significant interruptions to the operation of the
business of the Acquired Companies as the same were conducted while Seller was a
shareholder of the Acquired Companies, including, without limitation, (i) the
continuation of information technology services during such period until the
same can be transferred to the systems owned by the Purchaser, (ii)
administrative and support functions, (iii) coordination of vendor and supplier
relationships, and (iv) human resource services.

     

    ARTICLE
6

    CONDITIONS
PRECEDENT TO OBLIGATION TO CLOSE

     

    Section
6.1     Conditions to the Obligation
of the Purchaser.  The obligation of the Purchaser to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction, on or before

     


    
      
         


      

      
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    the Closing Date,
of each of the following conditions (any of which may be waived by the
Purchaser, in whole or in part):

     

    (a) Accuracy of Representations
and Warranties.  The representations and warranties of the
Seller in Article 3 must be true and correct in all material respects as of the
Closing (except to the extent any such representation or warranty speaks as of
the date of this Agreement or any other specific date, in which case such
representation or warranty must have been true and correct in all material respects as of
such date), except where the failure of such representations and warranties to
be so true and correct (without regard for any “material,” “Material Adverse
Effect” or similar qualification) would not, individually or in the aggregate,
constitute a Material Adverse Effect;

     

    (b) Performance of
Covenants.  All of the covenants and obligations that the
Seller is required to perform or comply with under this Agreement on or before
the Closing Date must have been duly performed and complied with in all material
respects;

     

    (c) Antitrust
Approvals.  All approvals or authorizations required from a
Governmental Antitrust Authority with respect to the transaction contemplated by
this Agreement have been obtained;

     

    (d) No
Action.  There must not be in effect any Law or Judgment that
would prohibit or make illegal the consummation of the transactions contemplated
by this Agreement or cause the transactions contemplated by this Agreement to be
rescinded following consummation;

     

    (e) Transaction
Documents.  The Seller must have delivered or caused to be
delivered each document that Section 2.4(a) requires it to deliver;
and

     

    Section
6.2     Conditions to the Obligation
of the Seller.  The obligation of the Seller to consummate the
transactions contemplated by this Agreement is subject to the satisfaction, on
or before the Closing Date, of each of the following conditions (any of which
may be waived by the Seller, in whole or in part):

     

    (a) Accuracy of Representations
and Warranties.  The representations and warranties of TICORP
and ITC in Article 4 must be true and correct in all material respects as of the
Closing (except to the extent any such representation or warranty speaks as of
the date of this Agreement or any other specific date, in which case such
representation or warranty must have been true and correct in all material respects as of such
date) except where the failure of such representations and warranties to be so
true and correct (without regard for any “material,” “Material Adverse Effect”
or similar qualification) would not, individually or in the aggregate,
constitute a Material Adverse Effect;

     

    (b) Performance of
Covenants.  All of the covenants and obligations that the
Purchaser is required to perform or comply with under this Agreement on or
before the Closing Date (other than the covenants and obligations set forth in
Section 5.2) must have been duly performed and complied with in all material
respects, and all of the covenants that the Purchaser is required to perform or
comply with under Section 5.2 must have been duly performed and complied with in
all respects;

     

    (c) Antitrust
Approvals.  All approvals or authorizations required from a
Governmental Antitrust Authority with respect to the transaction contemplated by
this Agreement have been obtained;

     

    (d) Payoff of Credit
Agreement.  Purchaser shall have delivered, or cause to be
delivered, the Payoff Amount to Inverlat in accordance with the Payoff
Letter;

     


    
      
         


      

      
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    (e) No
Action.  There must not be in effect any Law or Judgment that
would prohibit or make illegal the consummation of the transactions contemplated
by this Agreement or cause the transactions contemplated by this Agreement to be
rescinded following consummation;

     

    (f) Transaction
Documents.  The Purchaser must have delivered or caused to be
delivered to the Seller each document that Section 2.4(b) requires it to
deliver; and

    ARTICLE
7

    TERMINATION

                               

    Section
7.1     Termination
Events.  This Agreement may, by written notice given before or
at the Closing, be terminated:

     

    (a) by mutual consent
of the Purchaser and the Seller;

     

    (b) by either the
Purchaser or the Seller if there has been a breach of any of the other’s
representations, warranties or covenants contained in this Agreement, which
would result in the failure of a condition set forth in Section 6.1(a) or
Section 6.1(b), and which breach has not been cured within 30 days after written
notice of the breach has been delivered to the breaching party from the
non-breaching party;

     

    (c) subject to Section
7.1(e), by either the Purchaser or the Seller if any Governmental Authority has
issued a nonappealable final Judgment or taken any other nonappealable final
action, in each case having the effect of permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the
right to terminate this Agreement under this Section 7.1(c) will not be
available to any party whose failure to fulfill any covenant under this
Agreement, including the obligations of the Purchaser under Section 5.2, has
been the cause of or resulted in the action or event described in this Section
7.1(c) occurring;

     

    (d) by the Purchaser or
the Seller if there has been a Material Adverse Effect; or

     

    (e) by either the
Purchaser of the Seller if the Closing has not occurred by June 30,
2009.

     

    Section
7.2     Effect of
Termination.  If this Agreement is terminated pursuant to
Section 7.1, this Agreement and all rights and obligations of the parties under
this Agreement automatically will end without Liability against any party or its
Affiliates, except that (a) Section 5.3 (Confidentiality), Section 5.4 (Public Announcements),
Article 10 (General
Provisions) (except for Section 10.12 (Specific Performance)) and
this Section 7.2 will remain in full force and survive any termination of this
Agreement and (b) if this Agreement is terminated by a party because of the
breach of this Agreement by the other party or because one or more of the
conditions to the terminating party’s obligations under this Agreement is not
satisfied as a result of the other party’s failure to comply with its
obligations under this Agreement, the terminating party’s right to pursue all
legal remedies will survive such termination
unimpaired.  

     

    ARTICLE
8

    INDEMNIFICATION

     

    Section
8.1     Indemnification by the
Seller.  If the Closing occurs, and subject to the limitations
expressly set forth in Sections 8.4 and 8.5, the Seller will indemnify and hold
harmless the Purchaser and its directors, officers, employees, agents,
representatives, stockholders and Affiliates (collectively, the “Purchaser Indemnified
Parties”) from and against any and all Losses (other than Losses with
respect to Taxes, for which the provisions of Section 9.1 will govern) incurred
by the Purchaser

     


    
      
         


      

      
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     Indemnified
Parties arising or resulting from (a) any breach of any representation or
warranty set forth in Article 3 and (b) any breach of any covenant of the Seller
set forth in this Agreement.

     

    Section
8.2     Indemnification by the
Purchaser.  If the Closing occurs, and subject to the
limitations expressly set forth in Sections 8.4 and 8.5, the Purchaser will
indemnify and hold harmless the Seller and its directors, officers, employees,
agents, representatives, stockholders and Affiliates (collectively, the “Seller Indemnified
Parties”) from and against any and all Losses (other than Losses with
respect to Taxes, for which the provisions of Section 9.1 will govern) incurred
by the Seller Indemnified Parties arising or resulting from (a) any breach of
any representation or warranty set forth in Article 4 and (b) any breach of any
covenant of the Purchaser set forth in this Agreement.

     

    Section
8.3     Claim
Procedure.

     

    (a) A party that seeks
indemnity under this Article 8 (an “Indemnified Party”)
will give written notice (a “Claim Notice”) to the
party from whom indemnification is sought (an “Indemnifying Party”)
whether the Losses sought arise from matters solely between the parties or from
Third Party Claims described in Section 8.3(b).  The Claim Notice must
contain (i) a description and, if known, the estimated amount of any Losses
incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a
reasonable explanation of the basis for the Claim Notice to the extent of the
facts then known by the Indemnified Party and (iii) a demand for payment of
those Losses.

     

    (b) If the Indemnified
Party seeks indemnity under this Article 8 in response to a claim or Proceeding
by another Person not a party to this Agreement (a “Third Party Claim”),
then the Indemnified Party will give a Claim Notice to the Indemnifying Party
within such period of time after receiving written notice of such Third Party
Claim which would, in accordance with applicable Law, enable the Indemnifying
Party an adequate period of time to answer or challenge such Third Party Claim,
and in any event upon the earliest of (i) ten (10) Business Days, or (ii) a
number of days equal to half of the legal term provided to answer or challenge
the Third Party Claim.  The Claim Notice will include (i) the facts
constituting the basis for such Third Party Claim and the amount of the damages
claimed by the other Person, in each case to the extent known to the Indemnified
Party, accompanied by reasonable supporting documentation submitted by such
third party (to the extent then in the possession of the Indemnified Party) and
(ii) the assertion of the claim or the notice of the commencement of any
Proceeding relating to such Third Party Claim; provided, however, that no
delay or deficiency on the part of the Indemnified Party in so notifying the
Indemnifying Party will relieve the Indemnifying Party of any Liability under
this Agreement except to the extent such delay or deficiency prejudices or
otherwise adversely affects the rights of the Indemnifying Party with respect
thereto.

     

    (c) In the event of a
Third Party Claim, the Indemnifying Party will be entitled to participate in the
defense thereof and, if it so chooses, assume at any time control of the defense
thereof with counsel reasonably satisfactory to the Indemnified Party by giving
to the Indemnified Party written notice of its intention to assume control of
the defense of such Third Party Claim; provided, however, that the
Indemnified Party may participate in the defense of such Third Party Claim with
its own counsel at its own expense.

     

    (d) The Indemnifying
Party will not agree to any settlement of, or consent to the entry of any
Judgment (other than a Judgment of dismissal on the merits without costs)
arising from, any such Third Party Claim without the prior written consent of
the Indemnified Party; provided, however, that the
consent of the Indemnified Party will not be required if the Indemnifying Party
agrees in writing to pay any amounts payable pursuant to such settlement or any
Judgment and such settlement or Judgment includes a full, complete and
unconditional release of the Indemnified Party from further
Liability.  The Indemnified Party will not agree to any settlement of,
or the entry of any Judgment (other than a

     


    
      
         


      

      
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     Judgment of
dismissal on the merits without costs) arising from, any such Third Party Claim
without the prior written consent of the Indemnifying Party.

     

    Section
8.4     Survival.  All representations,
warranties and covenants contained in this Agreement will survive the Closing
for eighteen (18) months after the Closing Date; provided, however, that any
representation, warranty or covenant that is the subject of a claim for
indemnification which is asserted pursuant to a Claim Notice given after the
Closing Date within the survival period specified in this Section 8.4 will
survive until, but only for purposes of, the resolution of such
claim.  

     

    Section
8.5     Limitations on
Liability.

     

    (a) Mitigation.  The
Indemnified Party will use its commercially reasonable efforts to mitigate any
Losses with respect to which it may be entitled to seek indemnification pursuant
to this Agreement.

     

    (b) Subrogation.  If
the Indemnified Party is indemnified for any Losses pursuant to this Agreement
with respect to any Third Party Claims, then the Indemnifying Party will be
subrogated to all rights and remedies of the Indemnified Party against such
third party, and the Indemnifying Party will, and will cause each of the
Indemnified Parties to, cooperate with and assist the Indemnifying Parties in
asserting all such rights and remedies against such third party.

     

    (c) The
obligations of the Indemnifying Party under this clause shall be subject to a
post-indemnification credit for (i) amounts recoverable by the Indemnified Party
or its Affiliates pursuant to any Contract to which any of them is a party that
relates to the Claim Notice in question (with the understanding that this
clause, of its own accord, will not impose an obligation to pursue a cause of
action), (ii) any applicable insurance coverage and (iii) any amounts otherwise
recovered from any third party based on any claims that the Indemnified Party or
its Affiliates may have obtained against such third parties (with the
understanding that this clause, of its own accord, will not impose an obligation
to pursue a cause of action), and in any case subject to the
following:

     

    (A)           In
order to be able to bring a claim for indemnification, other than for
ownership-related representations and warranties made by Seller which shall not
be subject to any minimum threshold, the total of Losses which may be suffered
by the Indemnified Party shall be subject to a minimum threshold in an amount
equivalent to MXP$11,500,000.00, that is, the Indemnifying Party shall only be
bound to indemnify and hold harmless Indemnified Party if the amount of all
claims for Losses exceeds the equivalent of  MXP$$11,500,000.00, but
once such threshold is met or exceeded, the amount of all applicable Losses will
be subject to indemnification notwithstanding the minimum threshold; provided,
however, that there shall be no minimum threshold with respect to any claim for
indemnification with respect to matters relating to Purchaser’s title to the
Shares as a result of the sale of such Shares as contemplated hereby;
and

     

    (B)           Indemnifying
Party’s obligation to indemnify and hold harmless Indemnified Party with respect
to any Losses shall be limited to an amount equivalent to: (i) with respect to
matters relating to Purchaser’s title to the Shares as a result of the sale of
such Shares as contemplated hereby, the Purchase Price, or (ii) with respect to
any other matters arising hereunder or related hereto,
MXP$80,000,000.00.

     

    ARTICLE
9

    TAX
MATTERS

     

    
    

    Section
9.1     Liability and
Indemnification for Taxes.

     


    
      
         


      

      
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    (a) If the Closing
occurs, and subject to the limitations expressly set forth in Section 8.5 and
the survival periods specified in Section 8.4, and except to the extent any
Taxes are reserved or accrued on the balance sheet of the Acquired Companies,
the Seller will indemnify the Purchaser Indemnified Parties against 50.0001% of
all Losses for Taxes of the Acquired Companies that are attributable to the
current fiscal year (but up to the Closing Date) and the 5 full year period
previous to the Closing Date.

     

    (b) If the Closing
occurs, the Purchaser will indemnify the Seller Indemnified Parties against all
Losses for Taxes of the Acquired Companies that are attributable to any
Post-Closing Period.

     

    Section
9.2     Tax
De-Consolidation.  

     

    (a) At the reasonable
request of Seller, Purchaser shall use commercially reasonable efforts to cause
the Acquired Companies to locate and make available to Seller any and all
information in the possession of the Purchaser or the Acquired Companies as may
be required by Hacienda in connection with any review or audit conducted by
Hacienda relating to the tax consolidation (and deconsolidation) of the Acquired
Companies by Seller during the period from and including the fiscal year 1997 to
and including the fiscal year 2008, including, without limitation, the tax
documents set forth on Schedule 1.1
hereto.  The Purchaser covenants and agrees to use commercially
reasonable efforts to cause the Acquired Companies to implement internal
policies requiring the Acquired Companies to keep for a period of not less than
five (5) full fiscal years commencing on January 1, 2009 all tax information and
documents of the Acquired Companies.

     

    (b) Purchaser and
Seller acknowledge and agree that the Seller will not include the Acquired
Companies in its consolidated group for tax purposes for the 2008 tax year,
unless the Closing Date occurs later than December 31, 2008.  As a
consequence of the tax deconsolidation of the Acquired Companies, Seller agrees
that it will timely comply with any and all obligations imposed on Seller by the
Mexican Income Tax Law (Ley
del Impuesto Sobre la Renta, or “LISR”) and the
Mexican Asset Tax Law (Ley del
Impuesto al Activo, or “Asset Tax Law” and
together with the LISR the “Tax Laws”) in
connection with such tax deconsolidation.  Seller and Purchaser
acknowledge and agree that as a result of the tax deconsolidation of the
Acquired Companies in the 2008 tax year, the Acquired Companies will be required
(and the Purchaser will cause the Acquired Companies) to comply with their
respective tax obligations for the 2008 tax year on an individual basis, in the
terms provided for in the Tax Laws.  Purchaser agrees to cause the
Acquired Companies to make the scheduled estimated LISR payment to Seller for
the month of November 2008 in the amount set forth on Schedule 9.2
corresponding to November 2008 (the “November
Payment”).  Seller acknowledges that the Acquired Companies
have made payments for the months of January 2008 through October 2008 to Seller
with respect to certain liabilities of the Acquired Companies under the Tax Laws
in the amounts set forth on Schedule 9.2
(together with the November Payment, the “Acquired Companies Tax
Payments”).  If, for any reason, an amount equal to the
aggregate amount of the Acquired Companies Tax Payments or any portion thereof
is not credited by Hacienda to the Acquired Companies’ 2008 tax account, Seller
agrees to take such reasonable actions as soon as reasonably practicable as may
be necessary to allow the Acquired Companies to realize the benefit of any
portion of the Acquired Companies Tax Payments not credited to the 2008 tax
account of the Acquired Companies.

     

    (c) In addition, after
the tax deconsolidation of the Acquired Companies becomes effective, Seller
agrees that it will (i) provide the Acquired Companies the corresponding tax
certifications (constancias) certifying the
payment of funds to Hacienda for the account of the Acquired Companies and (ii)
in the event of excess asset Tax payments under the Asset Tax Law received by
Seller from the Acquired Companies within the tax consolidation, reimburse the
Acquired Companies for the Mexican asset Tax corresponding to the Acquired
Companies from which the Seller has benefited in the tax consolidation of the
Acquired Companies, in each case pursuant to the terms and in accordance with
the

     


    
      
         


      

      
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     obligations
imposed on the Seller under the Tax Laws.  It is the understanding of
the parties that the amounts paid to Hacienda or reimbursed to the Acquired
Companies pursuant to (i) and (ii) above are estimated to be approximately
MXP$5,200,000 but that such amount is an estimate only and the final amount
shall be ascertained by the parties in accordance with the Tax
Laws.

     

    ARTICLE
10

    GENERAL
PROVISIONS

     

    Section
10.1     Notices.  All
notices and other communications under this Agreement must be in writing and are
deemed duly delivered when delivered if delivered personally or by nationally
recognized overnight courier service (costs prepaid) in each case to the
following addresses or if delivered by facsimile to the facsimile numbers and
marked to the attention of the individual (by name or title) designated below
(or to such other address, facsimile number or individual as a party may
designate by notice to the other parties):  

     

    If to the
Seller:

     

    Grupo Gigante,
S.A.B. de C.V.

    Ejercito Nacional
No. 769-A

    11520 Mexico
D.F.

    Mexico

    Facsimile:  +(5255)
5269.8395 and +(5255) 5269.8132

    Attn.: Director
Legal and Sergio Montero Querejeta

    


    with a copy (which
will not constitute notice) to:

    Javier Martínez del
Campo L.

    Bosque de Alisos
47B, Piso 1

    Bosques de las
Lomas

    05120 México,
D.F.

    Mexico

    Facsimile: +(5255)
3000.4040

    


    If to the
Purchaser:

    Tandy International
Corporation

    ITC Services,
Inc.

    300 RadioShack
Circle, MS CF4-101

    Ft. Worth,
TX   76102

    Attn.: Bob Donohoo,
General Counsel

         
Facsimile: (817)
415-6593

     

    with a copy (which
will not constitute notice) to:

     

    Michael E. Santa
Maria

    Baker &
McKenzie LLP

          2001 Ross
Avenue, Suite 2300

          Dallas,
TX   75201

         Facsimile: (214) 965 5910

     

    Section
10.2     Amendment.  This
Agreement may not be amended, supplemented or otherwise modified except in a
written document signed by each party to be bound by the amendment and that
identifies itself as an amendment to this Agreement.

     


    
      
         


      

      
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    Section
10.3     Waiver and
Remedies.  The parties may (a) extend the time for performance
of any of the obligations or other acts of any other party to this Agreement,
(b) waive any inaccuracies in the representations and warranties of any other
party to this Agreement contained in this Agreement or (c) waive compliance with
any of the covenants or conditions for the benefit of such party contained in
this Agreement.  Any such extension or waiver by any party to this
Agreement will be valid only if set forth in a written document signed on behalf
of the party or parties against whom the extension or waiver is to be
effective.  No extension or waiver will apply to any time for
performance, inaccuracy in any representation or warranty, or noncompliance with
any covenant or condition, as the case may be, other than that which is
specified in the written extension or waiver.  No failure or delay by
any party in exercising any right or remedy under this Agreement or any of the
documents delivered pursuant to this Agreement, and no course of dealing between
the parties, operates as a waiver of such right or remedy, and no single or
partial exercise of any such right or remedy precludes any other or further
exercise of such right or remedy or the exercise of any other right or
remedy.  Any enumeration of a party’s rights and remedies in this
Agreement is not intended to be exclusive, and a party’s rights and remedies are
intended to be cumulative to the extent permitted by law and include any rights
and remedies authorized in law or in equity.  

     

    Section
10.4    Entire
Agreement.  This Agreement (including the Schedules hereto and
the documents and instruments referred to in this Agreement that are to be
delivered at the Closing) constitutes the entire agreement among the parties and
supersedes any prior understandings, agreements or representations by or among
the parties, or any of them, written or oral, with respect to the subject matter
of this Agreement; provided, however, that nothing in this Agreement will
modify, amend or negate the terms of the JVA, which will be terminated at
Closing as provided herein.  Notwithstanding the foregoing, the
Confidentiality Agreement will remain in effect in accordance with its terms as
modified pursuant to Section 5.3.

     

    Section
10.5    Assignment, Successors and
No Third Party Rights.  This Agreement binds
and benefits the parties and their respective successors and assigns, except
that the Purchaser may not assign any rights under this Agreement without the
prior written consent of the Seller.  No party may delegate any
performance of its obligations under this Agreement, except that the Purchaser
may at any time delegate the performance of its obligations (other than the
obligation to pay the Purchase Price) to any Affiliate of the Purchaser so long
as the Purchaser remains fully responsible for the performance of the delegated
obligation.  Nothing expressed or referred to in this Agreement will
be construed to give any Person, other than the parties to this Agreement, any
legal or equitable right, remedy or claim under or with respect to this
Agreement or any provision of this Agreement except such rights as may inure to
a successor or permitted assignee under this Section 10.5.

     

    Section
10.6    Severability.  If
any provision of this Agreement is held invalid, illegal or unenforceable, the
remaining provisions of this Agreement remain in full force and effect, if the
essential terms and conditions of this Agreement for each party remain valid,
binding and enforceable.

     

    Section
10.7    Schedules.  The
Schedules to this Agreement are incorporated herein by reference and made a part
of this Agreement.  

     

    Section
10.8    Interpretation.  In
the negotiation of this Agreement, each party has received advice from its own
attorney.  The language used in this Agreement is the language chosen
by the parties to express their mutual intent, and no provision of this
Agreement will be interpreted for or against any party because that party or its
attorney drafted the provision.

     

    Section
10.9    Expenses.  Except
as otherwise expressly provided in this Agreement, each party will pay its own
direct and indirect expenses incurred by it in connection with the preparation
and

     


    
      
         


      

      
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    negotiation of this
Agreement and the consummation of the transactions contemplated by this
Agreement, including all fees and expenses of its advisors and
representatives.

     

    Section
10.10     Governing
Law.  Unless any Schedule specifies a different choice of law,
the laws of the United Mexican States (without giving effect to any choice or
conflict of law provision or rule (whether of the United Mexican States or any
other jurisdiction) that would cause the application of laws of any other
jurisdiction) govern all matters
arising out of or relating to this Agreement and its Schedules and the
transactions contemplated by this Agreement, including its validity,
interpretation, construction, performance and enforcement and any disputes or
controversies arising therefrom or related thereto.  

     

    Section
10.11     Limitation on
Liability.  Notwithstanding
any other provision of this Agreement to the contrary, in no event will any
party or any of its Affiliates be liable for any special, incidental, indirect,
exemplary, punitive or consequential damages (including lost profits, loss of
revenue or lost sales) in connection with any claims, losses, damages or
injuries arising out of the conduct of such party pursuant to this Agreement
regardless of whether the nonperforming party was advised of the possibility of
such damages or not.

     

    Section
10.12     Specific
Performance.  The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed by the Purchaser or Seller in accordance with their specific terms or
were otherwise breached by the Purchaser or Seller.  The parties
accordingly agree that, prior to the termination of this Agreement pursuant to
Section 7.1, the Seller or Purchaser shall be entitled to injunctive relief to
prevent breaches of this Agreement by the other party and otherwise to enforce
specifically the provisions of this Agreement against the other party. Each
party expressly waives any requirement that the other party obtain any bond or
provide any indemnity in connection with any action seeking injunctive relief or
specific enforcement of the provisions of this Agreement.

     

    Section
10.13     Dispute
Resolution.  

     

    (a) Subject to Section
10.12 above, in the event of a dispute between the Purchaser and the Seller
arising out of or relating to this Agreement or the performance of any
obligations under this Agreement, Seller and Purchaser agree to attempt, in good
faith, to resolve such dispute through the escalation procedure set forth
below:

     

    (i) Each of Seller and
Purchaser shall appoint and identify an representative with respect to such
dispute (each a “Party
Representative”) within three (3) Business Days after the request by the
other party to enter into the dispute resolution procedures described in this
Section 10.13.  The Party Representatives shall meet by telephone or
in person and attempt to resolve any dispute.

     

    (ii) If the Party
Representatives are unable to resolve the dispute within five (5) Business Days,
or such longer period of time as agreed by the Party Representatives, the Party
Representatives shall provide a written summary of the disputed issues to the
CEO for each party.  The CEO’s for each party shall then meet by
telephone or in person and attempt to resolve such dispute.

     

    (iii) If the CEO’s for
each party are unable to resolve the dispute within ten (10) Business Days or
within such additional time as agreed by the CEO’s, then either party may submit
the dispute to non-binding commercial mediation for resolution.  The
person or firm conducting the mediation shall be (a) mutually agreed upon by the
parties and (b) a neutral person or firm having no past or current employment,
contractual or attorney/client relationship with

     


    
      
         


      

      
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    Purchaser or
Seller; provided, however, that if the Purchaser and Seller are unable to agree
upon the person or firm to conduct the mediation, then either Purchaser or
Seller may thereafter take any actions available to it under this Agreement at
law or in equity.

     

    (iv) From the date of
any required written notice until expiration of the negotiation period as
prescribed in subsections (ii) and (iii), any statute of limitations applicable
to the alleged dispute, claim, or cause of action described in such notice shall
be tolled.  No admission, statement, or document by either party made
as part of an attempt in good faith to negotiate may be used in any fashion in
any arbitration or subsequent legal proceeding.  Any such admission,
statement, or document made by either party shall be deemed confidential and
made pursuant to any applicable settlement privilege.  The making of
any such admission, statement, or document shall not, however, preclude the
admission of any evidence that would otherwise be admissible in an arbitration
or other legal proceeding.

     

    (v) All discussions and
communications between the Purchaser and Seller or their agents or attorneys
pursuant to the foregoing provisions, or between a third party and a Purchaser
or Seller or their respective agents or attorneys in connection therewith, or by
and among employees, agents or attorneys of a Purchaser or Seller in connection
therewith, shall be deemed settlement negotiations, held strictly confidential
and shall be inadmissible in all proceedings relating to this
Agreement.

     

    (b) Subject to Section
10.12 above, any dispute deriving from this Agreement that is not resolved
pursuant to 10.13(a) shall be decided through arbitration in accordance with the
arbitration rules of the International Chamber of Commerce Commission, with
participation from three arbitrators who Purchaser and Seller select by mutual
agreement or who are named pursuant to such rules.  The place for
arbitration shall be New York, New York unless the Purchaser and Seller
otherwise mutually agree.  The proceedings will be carried out in
English, on the understanding that the translation required will be done from or
to Spanish.  The arbitrators must hold the arbitration hearing no
later than three months after the first petition filed by either of Purchaser or
Seller.  The arbitrators shall not have power or authority to change
or alter the express conditions or stipulations of this
Agreement.  The award may be homologated before any competent
court.  The Purchaser and Seller agree that the arbitration award
shall be final and binding, and shall not be subject to appeal or any other
applicable recourse, which the Purchaser and Seller hereby expressly
waive.  Purchaser and Seller shall pay their own costs and expenses,
except cost and expenses for the arbitrators, which shall be divided into equal
parts.

     

    Section
10.14     No Joint
Venture.  Nothing in this Agreement creates a joint venture or
partnership between the parties.  This Agreement does not authorize
any party (a) to bind or commit, or to act as an agent, employee or legal
representative of, another party, except as may be specifically set forth in
other provisions of this Agreement, or (b) to have the power to control the
activities and operations of another party.  The parties are
independent contractors with respect to each other under this
Agreement.  Each party agrees not to hold itself out as having any
authority or relationship contrary to this Section 10.14.

     

    Section
10.15     Counterparts.  The
parties may execute this Agreement in multiple counterparts, each of which
constitutes an original as against the party that signed it, and all of which
together constitute one agreement.  This Agreement is effective upon
delivery of one executed counterpart from each party to the other
parties.  The signatures of all parties need not appear on the same
counterpart.  The delivery of signed counterparts by facsimile or
email transmission that includes a copy of the sending party’s signature(s) is
as effective as signing and delivering the counterpart in person.

     

    Section
10.16     Termination of Certain
Agreements.

     


    
      
         


      

      
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    (a) Effective
immediately upon Closing of the transaction contemplated hereby, the JVA and all
rights and obligations of TICORP and Seller thereunder will terminate, without
liability to any party, and will be of no further force or effect.

     

    (b) Effective
immediately upon Closing of the transaction contemplated hereby and the payoff
of any amounts owing pursuant to Section 2.5 hereof, the Inter-Company Account
Agreements and all rights and obligations of the Acquired Companies and Seller
or its Affiliates thereunder will terminate, without liability to any party, and
will be of no further force or effect.

     

    [Signature page
follows.]

     


    
      
         


      

      
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    The parties have
executed and delivered this Agreement as of the date indicated in the first
sentence of this Agreement.

     

    
      	 
    	
              TANDY
      INTERNATIONAL CORPORATION

              By:  /s/   Martin
      Moad

                           
      Martin Moad

                           
      Vice President

               

            
	 
    	
              ITC
      SERVICES, INC

              By:  /s/   Martin
      Moad

                           
      Martin Moad

                           
      Vice President

               

            
	 
    	
              GRUPO
      GIGANTE, S.A.B. DE C.V.

              By:  /s/   Sergio Montero
      Querejeta

                           
      Sergio Montero Querejeta

                           
      Attorney-in-Fact

               

              By: 
      /s/   Federico Bernaldo
      de Quiros Gonzalez-Pacheco

                           
      Federico Bernaldo de Quiros Gonzalez-Pacheco

               
      Attorney-in-Fact

               

            


    

    


     

    


    



    
      
        
           

        

        Stock
Purchase Agreement - Signature Page

      

      
         


        
          

        

      

      
         


      

    


    Schedule
1.1

    


    Tax
Documents

    


    Seller may retain
copies of the foregoing documents to be used as necessary to enable Seller to
comply with applicable Law or in connection with a legal or administrative
proceeding

    


    
      	
              1.  

            	
              Annual
      federal tax returns from fiscal year 1997 to date:  ISR,
      IMPAC.

            


    

    


    
      	
              1.  

            	
              Monthly
      federal tax returns, provisional or definitive, from fiscal year 1997 to
      date:

            


    

    
      	
               
      

            	
              LISR, IMPAC,
      IETU.

            


    

    


    
      	
              2.  

            	
              Tax reports
      submitted on federal taxes, together with their filing letters, for all
      fiscal years until dissolution.

            


    

    


    
      	
              3.  

            	
              Records of
      tax withholding (income tax, tax on cash deposits) that were applied
      against the income tax for all fiscal years until
    dissolution.

            


    

    


    
      	
              4.  

            	
              Stock
      purchase agreements by which Seller took more than 50% of the shareholding
      position of the Acquired Companies.

            


    

    


    
      	
              5.  

            	
              Notices and
      other documents filed with Hacienda regarding tax consolidation
      (incorporation or dissolution of the Acquired Companies, for
      example).

            


    

    


    
      	
              6.  

            	
              Agreements
      with the tax authorities related to the Acquired Companies that were
      consolidated for tax purposes
  with  Seller.

            


    

    


    
      	
              7.  

            	
              Authorizations
      or official communications from the tax authorities related to the
      Acquired Companies that consolidated with
  Seller.

            


    

    


    
      	
              8.  

            	
              Original
      returns where income tax or IMPAC is paid which were the consequence of
      the dissolution of the Acquired
Companies.

            


    

    


    
      	
              9.  

            	
              Requests for
      refund and corresponding resolutions submitted relating to LISR and IMPAC,
      since 1997 to the date of
dissolution.

            


    

    


    
      	
              10.  

            	
              Notices of
      off-set filed with the tax authorities relating to LISR and IMPAC from
      1997 to the date of dissolution.

            


    

    


    
      	
              11.  

            	
              Antecedents
      of constitutional relief [amparo] proceeding
      relating to IMPAC 2007.

            


    

     

    
 

    
      
        
           

        

        Schedule
1.1, page solo

      

      
        
          

        

      

      
         


      

    


    


    Schedule
2.4(a)(v)

    


    Resigning
Individuals

    


    
      	
              1.  

            	
              Ángel Losada
      Moreno                                                                            

            


    

    
      	
              2.  

            	
              Federico
      Bernaldo de Quiros Gonzalez-Pacheco

            


    

    
      	
              3.  

            	
              Gonzalo
      Barrutieta
      Losada                                                                                      

            


    

    
      	
              4.  

            	
              Sergio
      Montero Querejeta
                                                                      

            


    

    
      	
              5.  

            	
              Braulio A.
      Arsuaga  Losada

            


    

    
      	
              6.  

            	
              Federico D.
      Coronado Brosig

            


    

    
      	
              7.  

            	
              Ángel Alverde
      Losada

            


    

    
      	
              8.  

            	
              Roberto Salvo
      Horvilleur

            


    

    
      	
              9.  

            	
              Francisco
      Pérez Lobato

            


    

    
      	
              10.  

            	
              Oscar
      Francisco Nájar Camejo

            


    

    
      	
              11.  

            	
              Juan
      Camarillo Amaro

            


    

    
      	
              12.  

            	
              Marco Antonio
      Castro Cruz

            


    

    
      	
              13.  

            	
              José
      Francisco Vargas Estrada

            


    

    
      	
              14.  

            	
              Joaquín Ortiz
      Aja

            


    


    
      
        
           

        

         


      

      
        Schedule 2.4(a)(v),
page solo  

        
          

        

      

      
         


      

    


    Schedule
9.2

    


    Acquired
Companies Tax Payments

    


    
      	
              Date

            	
              Amount

            
	
              January
      2008

            	
              $762,130

            
	
              February
      2008

            	
              $459,466

            
	
              March
      2008

            	
              $1,329,420

            
	
              April
      2008

            	
              $649,625

            
	
              May
      2008

            	
              $741,201

            
	
              June
      2008

            	
              $734,413

            
	
              July
      2008

            	
              $301,419

            
	
              August
      2008

            	
              $461,249

            
	
              September
      2008

            	
              $292,805

            
	
              October
      2008

            	
              $509,189

            
	
              November
      2008

            	
              $443,666

            
	
              TOTAL

            	
              MXP$$6,684,583.00

            


    

    


     

     

    Schedule 9.2, page
solo