exv10wh



 






	 	 	 	 	 



Exhibit 10h




EXECUTION COPY




AMENDMENT NO. 1 TO THE

FIVE YEAR CREDIT AGREEMENT




	 	 	 
	 

	 	Dated as of April 29, 2005






          AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT among RADIOSHACK CORPORATION, a Delaware
corporation (the “Borrower”), the banks, financial institutions and other institutional
lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and
CITIBANK, N.A., as agent (the “Agent”) for the Lenders.



          PRELIMINARY STATEMENTS:



          (1) The Borrower, the Lenders and the Agent have entered into a Five Year Credit Agreement
dated as of June 16, 2004 (the “Credit Agreement”). Capitalized terms not otherwise
defined in this Amendment have the same meanings as specified in the Credit Agreement.



          (2) The Borrower and the Lenders have agreed to amend the Credit Agreement as hereinafter set
forth.



          SECTION 1. Amendment to Credit Agreement. Section 5.02(e) of the Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the conditions precedent set
forth in Section 2, hereby deleted in full.



          SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of
the date first above written when, and only when the Agent shall have received counterparts of this
Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Lender has executed this Amendment. This Amendment is subject
to the provisions of Section 8.01 of the Credit Agreement.



          SECTION 3. Representations and Warranties of the Borrower. The Borrower represents
and warrants as follows:




     (a) The Borrower is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction indicated in the recital of parties to this Amendment.




     (b) The execution, delivery and performance by the Borrower of this Amendment and the
Credit Agreement and the Notes, as amended hereby, are within the Borrower’s corporate
powers, have been duly authorized by all necessary corporate action and do not contravene
(i) the Borrower’s charter or by-laws or(ii) law or any contractual restriction binding on
or affecting the Borrower.




     (c) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is required



 









 






for the
due execution, delivery or performance by the Borrower of this Amendment or the Credit
Agreement and the Notes, as amended hereby.




     (d) This Amendment has been duly executed and delivered by the Borrower. This
Amendment and the Credit Agreement and the Notes, as amended hereby, are legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in accordance with
their respective terms (subject, as the enforcement of remedies, to applicable bankruptcy,
reorganization, moratorium and similar laws affecting creditors rights generally).




     (e) There is no pending or threatened action, suit, investigation, litigation or
proceeding, including, without limitation, any Environmental Action, affecting the Borrower
or any of its Subsidiaries before any court, governmental agency or arbitrator that (i)
could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the
legality, validity or enforceability of this Amendment or any of the other Loan Documents,
as amended hereby.



          SECTION 4. Reference to and Effect on the Credit Agreement and the Notes. (a) On and
after the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and
each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.



          (b) The Credit Agreement and the Notes, as specifically amended by this Amendment, are and
shall continue to be in full force and effect and are hereby in all respects ratified and
confirmed.



          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under
the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.



          SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Agent in connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.



          SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.



 









 





          SECTION 7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



					
	 	RADIOSHACK CORPORATION

 	 
	 	By  	/s/ David G. Barnes
 	 
	 	 	Title:  Senior Vice President - Chief 	 
	 	 	           Financial Officer	 
	 



					
	 	CITIBANK, N.A.,

     as Agent and as a Lender

 	 
	 	By  	/s/ Judith Green
 	 
	 	 	Title:  Vice President 	 
	 



					
	 	BANK OF AMERICA, N.A.

 	 
	 	By  	/s/ Ross Evans
 	 
	 	 	Title:  Vice President 	 
	 



					
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Brendan A. Lawlor
 	 
	 	 	Title:  Senior Vice President 	 
	 



					
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By  	[Signature Illegible]
 	 
	 	 	Title:  Director 	 
	 



					
	 	SUNTRUST BANK

 	 
	 	By  	 	 
	 	 	Title: 	 
	 



					
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Steve Melton
 	 
	 	 	Title:  Vice President 	 



 









 






					



					
	 	ROYAL BANK OF CANADA

 	 
	 	By  	/s/ Gordon MacArthur
 	 
	 	 	Title:  Authorized Signatory 	 
	 



					
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Gregory Dryden
 	 
	 	 	Title:  Sr. Vice President 	 
	 



					
	 	COMERICA BANK

 	 
	 	By  	/s/ Janet L. Wheeler
 	 
	 	 	Title:  Assistant Vice President 	 
	 



					
	 	CALYON NEW YORK BRANCH

 	 
	 	By  	/s/ Philippe Soustra
 	 
	 	 	Title:  Senior Vice President 	 
	 



					
	 	 	 
	 	By  	     /s/ Attila Coach
 	 
	 	 	Title:  Managing Director 	 
	 



					
	 	FIFTH THIRD BANK

 	 
	 	By  	/s/ Mike Mendenhall
 	 
	 	 	Title:  Corporate Banking Officer 	 
	 



					
	 	NATIONAL CITY BANK

 	 
	 	By  	 	 
	 	 	Title: 	 
	 



					
	 	THE BANK OF NEW YORK

 	 
	 	By  	/s/ Lucille Madden
 	 
	 	 	Title:  Vice President 	 



 









 






					



					
	 	BANK OF TEXAS, N.A.

 	 
	 	By  	/s/ Jerry Price
 	 
	 	 	Title:  Vice President 	 
	 



					
	 	HIBERNIA NATIONAL BANK

 	 
	 	By  	/s/ Derek Blount
 	 
	 	 	Title:  Vice President