EXHIBIT 99.1
FIRST SUPPLEMENTAL INDENTURE
CONN FUNDING II, L.P.,
as Issuer
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
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Asset Backed Notes
(Issuable in Series)
FIRST SUPPLEMENTAL INDENTURE
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Dated as of October 29, 2004
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This FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated
as of October 29, 2004, is between CONN FUNDING II, L.P., a special purpose
limited partnership established under the laws of Texas, as issuer (the
"Issuer") and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to
Wells Fargo Bank Minnesota, National Association), a banking association
organized and existing under the laws of the United States of America, as
trustee (the "Trustee"). Capitalized terms used herein but not otherwise defined
shall have the meanings given in the Indenture (as defined below).
RECITALS
WHEREAS, the Issuer and the Trustee have entered into a Base Indenture, dated as
of September 1, 2002 (as amended, supplemented and otherwise modified through
the date hereof (including, without limitation, by the Series 2002-A and Series
2002-B Supplements), the "Indenture"), with terms and conditions as set forth in
the Indenture; and
WHEREAS, the Issuer and the Trustee desire to modify certain definitions
contained in the Indenture; and
WHEREAS, Section 13.1(i) of the Base Indenture requires the consent of the
Notice Persons of each Series for the execution of this First Supplemental
Indenture; and
WHEREAS, Section 7.3 of the Note Purchase Agreement, dated as of September 13,
2002, among the Issuer, Conn Appliances, Inc., CAI, L.P., Three Pillars Funding
LLC (f/k/a Three Pillars Funding Corporation) ("Three Pillars") and SunTrust
Capital Markets, Inc. (the "Administrator"), requires the consent of all of the
Holders of the Series 2002-A Notes for the execution of this First Supplemental
Indenture; and
WHEREAS, the consent of the Notice Persons of the Series 2002-B Notes is deemed
obtained upon the satisfaction of the Rating Agency Condition; and
WHEREAS, the Rating Agency Condition has been satisfied; and
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Issuer and the Trustee covenant and
agree for the benefit of the respective Noteholders as follows:
GENERAL
This First Supplemental Indenture is supplemental to the Indenture and shall be
deemed to form a part of, and shall be construed in connection with and as part
of, the Indenture for any and all purposes.
This First Supplemental Indenture shall become effective immediately upon the
execution and delivery of this First Supplemental Indenture by each of the
Administrator, Three Pillars, the Issuer and the Trustee.
AMENDMENTS TO THE BASE INDENTURE
SECTION 2.01 Paragraph (l) of the definition of "Eligible Installment
Contract Receivable" as set forth in Section 1.1 of the Base Indenture is hereby
amended and restated in its entirety as follows:
(l) the original terms of which provide for (i) repayment in full of the amount
financed or the principal balance thereof in equal monthly installments over a
maximum term not to exceed 36 months and (ii) stated interest on the principal
balance thereof, or the payment of finance charges in respect of the amount
financed, at a rate per annum that is not less than 18% (unless otherwise
required by law); provided, that the sum of (A) Installment Contract Receivables
which provide for no payment of principal for a period not to exceed twelve
months from the origination thereof, (B) Installment Contract Receivables which
provide for no payment of interest or finance charges for a period not to exceed
thirty-six months from the origination thereof (including without limitation,
all Cash Option Receivables) and (C) Installment Contract Receivables which
provide for interest or finance charges at a rate per annum of less than 18%,
may be Eligible Receivables notwithstanding this clause (l) to the extent, and
only to the extent, that (I) the Outstanding Principal 13213772 02936782 Balance
of all Installment Contract Receivables and Revolving Charge Receivables which
(A) provide for no payment of principal for a period not to exceed twelve months
from the origination thereof, (B) provide for no payment of interest or finance
charges for a period not to exceed thirty-six months from the origination
thereof (including without limitation, all Cash Option Receivables) and (C)
provide for interest or finance charges at a rate per annum of less than 18%,
does not exceed 30% of the Outstanding Principal Balance of all Eligible
Receivables at such time and (II) the Outstanding Principal Balance of all
Installment Contract Receivables and Revolving Charge Receivables excluding all
Cash Option Receivables, which (A) provide for no payment of principal for a
period not to exceed twelve months from the origination thereof, (B) provide for
no payment of interest or finance charges for a period not to exceed thirty-six
months from the origination thereof and (C) provide for interest or finance
charges at a rate per annum of less than 18%, does not exceed 10% of the
Outstanding Principal Balance of all Eligible Receivables at such time;
SECTION 2.02 Paragraph (l) of the definition of "Eligible Revolving Charge
Receivable" as set forth in Section 1.1 of the Base Indenture is hereby amended
and restated in its entirety as follows:
(l) which arises under a Revolving Charge Account Agreement the original terms
of which provide for (i) the repayment of the balance thereof with a minimum
monthly payment of not less than 1/30 of the highest outstanding balance since
the last date on which the outstanding balance in such account was zero and (ii)
stated interest on the balance thereof, or the payment of finance charges in
respect of the amount financed, at a rate per annum that is not less than 18%
(unless otherwise required by law); provided, that the sum of (A) Receivable
Charge Receivables which provide for no payment of principal for a period not to
exceed twelve months from the origination thereof, (B) Receivable Charge
Receivables which provide for no payment of interest or finance charges for a
period not to exceed thirty-six months from the origination thereof (including
without limitation, all Cash Option Receivables) and (C) Receivable Charge
Receivables which provide for interest or finance charges at a rate per annum of
less than 18%, may be Eligible Receivables notwithstanding this clause (l) to
the extent, and only to the extent, that (I) the Outstanding Principal Balance
of all Installment Contract Receivables and Revolving Charge Receivables which
(A) provide for no payment of principal for a period not to exceed twelve months
from the origination thereof, (B) provide for no payment of interest or finance
charges for a period not to exceed thirty-six months from the origination
thereof (including without limitation, all Cash Option Receivables) and (C)
provide for interest or finance charges at a rate per annum of less than 18%,
does not exceed 30% of the Outstanding Principal Balance of all Receivables at
such time and (II) the Outstanding Principal Balance of all Installment Contract
Receivables and Revolving Charge Receivables excluding all Cash Option
Receivables, which (A) provide for no payment of principal for a period not to
exceed twelve months from the origination thereof, (B) provide for no payment of
interest or finance charges for a period not to exceed thirty-six months from
the origination thereof and (C) provide for interest or finance charges at a
rate per annum of less than 18%, does not exceed 10% of the Outstanding
Principal Balance of all Eligible Receivables at such time;
AMENDMENTS TO THE SERIES
2002-A AND SERIES 2002-B SUPPLEMENTS
The definitions of "Cash Option Period" as set forth in Section 1 of each of the
Series 2002-A and Series 2002-B Supplements are hereby amended by deleting the
word "twelve" therein and substituting the word "thirty-six" therefor.
MISCELLANEOUS
Except as specifically modified herein, the Indenture, as heretofore amended,
and the Notes are in all respects ratified and confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms.
Except as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this First Supplemental Indenture and this First Supplemental
Indenture shall not affect the rights or immunities of the Trustee under the
Indenture, the Series Supplements or otherwise. This First Supplemental
Indenture is executed and accepted by the Trustee subject to all the terms and
conditions set forth in the Indenture with the same force and effect as if those
terms and conditions were repeated at length herein and made applicable to the
Trustee with respect hereto.
The laws of the State of New York shall govern this First Supplemental Indenture
without regard to the conflict of laws provisions thereof.
This First Supplemental Indenture may be executed in two or more counterparts
and by different parties on separate counterparts, each of which shall be an
original but all of which together shall constitute one and the same instrument.
The Issuer reaffirms that (i) each of the representations and warranties made by
it in the Indenture and each of the other Transaction Documents to which it is a
party are true and correct in all material respects on and as of the effective
date hereof (except to the extent they expressly relate to an earlier or later
time and then as of such earlier or later time), (ii) no Event of Default or
event which, upon notice or lapse of time or both, would result in an Event of
Default with respect to the Notes has occurred and (iii) no Servicer Default or
event which, upon notice or lapse of time or both, would result in a Servicer
Default has occurred.
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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this First
Supplemental Indenture to be duly executed by their respective officers,
thereunto duly authorized, all as of the day and year first above written.
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: Secretary/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
CONSENTED TO:
SUNTRUST CAPITAL MARKETS, INC.
By: /s/ James H. Bennison
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Name: James H. Bennison
Title: Managing Director
THREE PILLARS FUNDING LLC
By: /s/ Douglas K. Johnson
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Name: Douglas K. Johnson
Title: President
CONN FUNDING II, L.P.
3295 College Street
Beaumont, Texas 77701
October 29, 2004
Wells Fargo Bank,
National Association
MACN9311461
6th and Marquette
Minneapolis, Minnesota 55479
Attn: Corporate Trust Services/ Asset Backed Administration
Re: Conn Funding II, LP. -- Asset-Backed Notes
Ladies and Gentlemen:
Reference is made to the Base Indenture dated as of September 1, 2002 (as
amended to the date hereof, the "Base Indenture"), between Conn Funding II,
L.P., as Issuer (the "Issuer"), and Wells Fargo Bank, National Association
(successor by merger to Wells Fargo Bank Minnesota, National Association), as
Trustee (the "Trustee"), the Series 2002-A Supplement to the Base Indenture
dated as of September 1, 2002, by and between the Issuer and the Trustee (as
amended to the date hereof, the "2002-A Series Supplement"), pursuant to which
the Issuer has created and issued its Asset-Backed Variable Rate Notes, Series
2002-A, and the Series 2002-B Supplement to the Base Indenture dated as of
September 1, 2002, by and between the Issuer and the Trustee (as amended to the
date hereof, the "2002-B Series Supplement"), pursuant to which the Issuer has
created and issued its Asset-Backed Fixed Rate Notes, Series 2002-B. Capitalized
terms used herein but not otherwise defined have the meaning assigned to them in
the Base Indenture.
Pursuant to Section 13.1 of the Base Indenture, we hereby instruct you, in
your capacity as Trustee, to enter into the First Supplemental Indenture
attached hereto as Exhibit A relating to the modification of certain definitions
set forth in the Base Indenture, the 2002-A Series Supplement and the Series
2002-B Series Supplement.
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Very truly yours,
CONN FUNDING II, L.P.,
By: Conn Funding II GP, LLC, its general partner
By: /s/ David R. Atnip
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David R. Atnip
Treasurer