THIRD AMENDMENT TO SERVICING AGREEMENT
THIS THIRD AMENDMENT TO SERVICING AGREEMENT, dated as of May 16, 2006
(this "Amendment"), is among:
(i) CONN FUNDING II, L.P., as the Issuer (the "Issuer");
(ii) CAI, L.P., as the Servicer (the "Servicer"); and
(iii) WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to
Wells Fargo Bank Minnesota, National Association), as the Trustee (the
"Trustee").
BACKGROUND
A. Reference is made to (i) the Servicing Agreement, dated as of September 1,
2002, among the Issuer, the Servicer and the Trustee (as amended,
restated, supplemented or otherwise modified through the date hereof, the
"Agreement"), (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 definition of "Post Office Box" in the Servicing Agreement indicates
that there is only one post office box, number 1687, to which Obligors may
make payments in respect of Receivables, whereas Exhibit E to the
Servicing Agreement indicates that there is a second post office box,
number 3845, to which Obligors may make payments in respect of
Receivables.
C. The Servicer believes that the relocation of the Post Office Box from
Beaumont, Texas, a city prone to hurricanes and tropical storms that could
result in prolonged disruption to mail service and thus a delay in the
processing of Collections, into a region less likely to experience a
hurricane or tropical storm that would result in a significant delay in
receipt of mail service is consistent with its duties under Section
2.02(b) of the Servicing Agreement, which requires the Servicer to service
and administer the Receivables by employing such procedures (including
collection procedures) and degree of care, in each case consistent with
prudent industry standards, as are customarily employed by the Servicer in
servicing and administering contracts and notes owned or serviced by the
Servicer comparable to the Receivables.
D. Pursuant to Section 7.01(a) of the Agreement, an amendment may be effected
to the Servicing Agreement without the consent of any Noteholders to cure
any ambiguity and to correct or supplement any provisions in the Servicing
Agreement which may be inconsistent with any other provisions in the
Servicing Agreement.
E. Whereas the definition of Post Office Box in the Servicing Agreement,
which requires that the Post Office Box be number 1687 (located in
Beaumont, Texas), is both ambiguous (as Exhibit E indicates that there is
an additional post office box) and inconsistent with the terms of Section
2.02(b) of the Servicing Agreement (as the Servicer has determined that
its duties as Servicer require it to move the Post Office Box out of a
region susceptible to delayed mail service as a result of hurricanes and
tropical storms).
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to the Agreement. The defined term "Post Office Box"
is hereby amended and restated as follows:
"Post Office Box" means, collectively, post office box 77704-1687 and post
office box 77704-3845, and, upon notice to Trustee, each other post office
box opened and maintained by the Issuer or the Servicer for the receipt of
Collections from Obligors and governed by a Post Office Box Agreement
reflecting that such post office box is in the name of the Issuer, as any
such post office boxes may be closed from time to time by the Servicer
with prior written notice to the Trustee (provided that (i) there shall at
all times be at least one post office box open to receive Collections,
(ii) the Servicer takes customary and prudent procedures to notify
Obligors to make payments to such post office box and (iii) the closing or
opening of any post office box is consistent with the servicing standard
set forth in Section 2.02(b)(ii)).
SECTION 2. Conditions to Effectiveness. This Amendment shall become
effective as of the date hereof upon the execution and delivery to the Trustee
of this Amendment by each of the parties hereto.
SECTION 3. Representations and Warranties. Each of the Issuer and Servicer
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 Servicer Default or would constitute a Servicer Default but for the
requirement that notice be given or time elapsed or both;
(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 hereof, 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; and
(c) this Amendment will not adversely affect in any material respect the
interests of any Noteholder or any Enhancement Provider.
SECTION 4. 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 Servicing 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.
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SECTION 5. 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 6. 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).
SECTION 7. 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 8. 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.
[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
CONN FUNDING II, L.P., as Issuer
By: Conn Funding II GP, L.L.C.,
its general partner
By: /s/ David R. Atnip
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Name: David R. Atnip
Title: Treasurer
CAI, L.P., as Servicer
By: Conn Appliances, Inc.,
its general partner
By: /s/ David R. Atnip
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Name: David R. Atnip
Title: Treasurer
WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual
capacity, but solely as Trustee
By: /s/ Kristen L. Puttin
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Name: Kristen L Puttin
Title: Corporate Trust Officer
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The undersigned, as the sole holder of the Series 2002-A Variable Funding Asset
Backed Floating Rate Notes of Conn Funding II, L.P., does hereby consent to the
Third Amendment to Servicing Agreement dated May 16, 2006, among Conn Funding
II, L.P., CAI, LP and Wells Fargo Bank, National Association.
THREE PILLARS FUNDING CORPORATION
By: /s/ Doris J. Hearn
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Name: Doris J. Hearn
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Title: Vice President
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