FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT is made effective
as of August 1, 2006 (this "Amendment"), is among CONN FUNDING II, L.P., as
Purchaser ( the "Purchaser") and CONN APPLIANCES, INC. and CAI, L.P., as
originators and sellers (collectively, the "Originator").
BACKGROUND
A. Reference is made to (i) the Receivables Purchase Agreement dated as of
September 1, 2002 (the "Agreement"), among the Purchaser, the Originator
and Conn Funding II, L.P., as initial seller (the "Initial Seller"), (ii)
the Base Indenture dated as of September 1, 2002, between the Issuer and
the Trustee (the "Base Indenture"), (iii) the Series 2002-A Supplement
dated as of September 1, 2002, between the Issuer and the Trustee (the
"2002-A Supplement") and (iv) the Series 2002-B Supplement dated as of
September 1, 2002, between the Issuer and the Trustee (the "2002-B
Supplement") (each of the Base Indenture, the 2002-A Supplement and the
2002-B Supplement, as amended, restated, supplemented or otherwise
modified through the date hereof, and collectively, the "Indenture").
Capitalized terms used herein but not otherwise defined herein have the
meanings assigned thereto in the Agreement or the Indenture.
B. The Initial Seller dissolved as a limited partnership under Texas law on
July 28, 2006.
C. The Originator and the Purchaser desire to amend the Agreement as set
forth in this Amendment (the "Amending Parties").
D. Section 7.3 of the Note Purchase Agreement, dated as of September 13,
2002, among the Purchaser, the Originator, Three Pillars Funding LLC
(f/k/a Three Pillars Funding Corporation) and SunTrust Capital Markets,
Inc., requires the consent of at least 66-2/3% of the aggregate Note
Principal of all of the Purchaser's Series 2002-A Notes (the "Series
2002-A Required Persons") and the Notice Person for the Series 2002-A
Notes for the execution of this Amendment;
E. Section 10.1 of the Agreement requires that this Amendment be executed by
the Purchaser, the Notice Persons of each Series and the Trustee (together
with the Series 2002-A Required Persons, the "Consenting Parties").
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Amending Parties hereto agree as
follows:
SECTION 1. Amendments to Article V.
(a) Amendment to Section 5.1. Section 5.1 is hereby amended by replacing
each reference to "the Originator" in subsection (a), clauses (i) and (ii)
thereof with "Consolidated Parent".
(b) Amendments to Section 5.2. Section 5.2(h) is hereby amended by
replacing (i) the first use of the word "its" in such Section with "Consolidated
Parent's" and (ii) the word "Originator" in such Section with "Consolidated
Parent".
SECTION 2. Amendment to Section 6.8. Section 6.8 is hereby amended by replacing
the reference to "Charged-off Receivables" in such Section with "Defaulted
Receivables".
SECTION 3. Conditions to Effectiveness. This Amendment shall become effective as
of August 1, 2006 upon (i) the execution and delivery to the Trustee of
this Amendment by (a) the Amending Parties and (b) the Consenting Parties
(which in the case of the Notice Persons for the Purchaser's Series 2002-B
Notes shall be satisfied upon delivery of the confirmation described in
clause (ii)) and (ii) delivery to the Trustee of written confirmation by
the Rating Agencies that this Amendment will not cause the rating of the
Notes to be downgraded or withdrawn.
SECTION 4. Representations and Warranties. Each of the Originator and the
Purchaser represents and warrants upon and as of the effectiveness of this
Amendment that:
(a) no event or condition has occurred and is continuing which would
constitute a Purchase Termination Event or Incipient Purchase Termination Event;
and
(b) after giving effect to this Amendment, its representations and
warranties set forth in the Agreement and the other Transaction Documents to
which it is a party are true and correct as of the date thereof, as though made
on and as of such date (except to the extent such representations and warranties
relate solely to an earlier date and then as of such earlier date), and such
representations and warranties shall continue to be true and correct (to such
extent) after giving effect to the transactions contemplated hereby.
SECTION 5. Effect of Amendment; Ratification. Except as specifically amended
hereby, the Agreement is hereby ratified and confirmed in all respects,
and all of its provisions shall remain in full force and effect. After
this Amendment becomes effective, all references in the Agreement (or in
any other Transaction Document) to "the Purchase Agreement", "this
Agreement", "hereof", "herein", or words of similar effect, in each case
referring to the Agreement, shall be deemed to be references to the
Agreement as amended hereby. This Amendment shall not be deemed to
expressly or impliedly waive, amend, or supplement any provision of the
Agreement other than as specifically set forth herein.
SECTION 6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts
shall together constitute but one and the same agreement.
SECTION 7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard
to any otherwise applicable conflict of laws principles (other than
Section 5-1401 of the New York General Obligations Law).
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SECTION 8. Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 9. Section Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of
this Amendment or the Agreement or any provision hereof or thereof.
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IN WITNESS WHEREOF, the parties have entered into this Amendment to be
effective as of the date first written above.
CONN FUNDING II, L.P., as Purchaser
By: Conn Funding II GP, L.L.C.,
its general partner
By: /s/ David R. Atnip
--------------------------
Name: David R. Atnip
Title: Treasurer
CONN APPLIANCES, INC., as Originator
By: /s/ David R. Atnip
---------------------------------
Name: David R. Atnip
Title: Treasurer
CAI, L.P., as Originator
By: Conn Appliances, Inc.,
its general partner
By: /s/ David R. Atnip
--------------------------
Name: David R. Atnip
Title: Treasurer
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Consented to by:
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Trustee
By: /s/ Jason Van Vleet
------------------------------------
Name: Jason Van Vleet
Title: Assistant Vice President
SUNTRUST CAPITAL MARKETS, INC.,
as Administrator and Notice Person for the
Series 2002-A Notes
By: /s/ James R. Bennison
------------------------------------
Name: James R. Bennison
Title: Managing Director
THREE PILLARS FUNDING LLC, as Series 2002-A
Required Person
By: /s/ Doris J. Hearn
------------------------------------
Name: Doris J. Hearn
Title: Vice President