Exhibit 10.14.1
EXECUTION COPY
FIRST AMENDMENT TO SERVICING AGREEMENT
This FIRST AMENDMENT (this "Amendment"), dated as of June 24, 2005, is
among CONN FUNDING II, L.P., a special purpose limited partnership established
under the laws of Texas, as issuer (the "Issuer"), CAI, L.P., a Texas limited
partnership, as servicer (the "Servicer"), 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 under the Indenture (the "Trustee").
RECITALS
1. Issuer, Servicer, and Trustee are the parties to the Servicing
Agreement, dated as of September 1, 2002 (as amended, supplemented or otherwise
modified through the date hereof, the "Agreement"). Capitalized terms used
herein but not defined herein shall have the meanings set forth in the
Agreement.
2. Issuer, Servicer, and Trustee desire to amend the Agreement as
hereinafter set forth.
3. Pursuant to Section 7.01(b) of the Agreement, this Amendment requires
the consent of the Required Persons of each outstanding Series.
4. Pursuant to Section 7.3 of the Series 2002-A Note Purchase Agreement,
the Rating Agency Condition has been satisfied.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Amendments to the Agreement.
SECTION 1.1. Section 2.02(e)(i) of the Agreement is hereby
amended and restated in its entirety as follows:
(e) (i) On or before 120 days after the end of each
January 31 and on or before 90 days after the end of each July
31, the Servicer shall cause a firm of nationally recognized
independent public accountants (as used in this subsection
2.02(e), the "accountants") (who may also render other
services to the Servicer, the Issuer or any Affiliates of the
foregoing) to perform certain agreed upon procedures set forth
in Exhibit D attached hereto, as they relate to the Servicer's
internal accounting control procedures and processing
functions relating to the Servicer's credit policies and
originations, collections, aging and charge-off functions
which are based on a statistically significant sample of
Receivables and include one Monthly Servicer Report (such
Monthly Servicer Report to be in a format similar to Exhibit
A-1 attached hereto). The Servicer shall cause the accountants
to furnish a report to the Issuer, Trustee, Enhancement
Providers and Notice Person (so long as each such Notice
Person is either an addressee on the report or has signed an
access agreement in a form acceptable to the accountants
permitting access to such report) describing the procedures
performed and their related findings in a format similar to
Exhibit D attached hereto.
SECTION 1.2 Exhibit D to the Agreement is hereby amended and restated
in its entirety as attached hereto.
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 and all of the consenting
Noteholders (whether by facsimile or otherwise).
SECTION 3. Representations and Warranties. Each of the Issuer and
Servicer represents and warrants 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, 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 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.
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.
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 instrument.
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.
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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
S-1 CONN Servicing Agreement Amendment #1
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
S-2 CONN Servicing Agreement Amendment #1
WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity, but solely
as Trustee
By:/s/ Kristi L. Puttin
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Name: Kristen L. Puttin
Title: Corporate Trust Officer
S-3 CONN Servicing Agreement Amendment #1
ACCEPTED AND AGREED:
THREE PILLARS FUNDING LLC, as a Series
2002-A Noteholder
By:/s/ Doris J. Hearn
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Title: Vice President
S-4 CONN Servicing Agreement Amendment #1