Exhibit 99.4
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)
FOURTH SUPPLEMENTAL INDENTURE
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Dated as of August 14, 2008
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This FOURTH SUPPLEMENTAL INDENTURE (this "Fourth Supplemental
Indenture"), dated as of August 14, 2008, 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 , between the Issuer and the Trustee (the "Base
Indenture"), as supplemented by (i) the First Supplemental Indenture dated as of
October 29, 2004 (the "First Supplemental Indenture"), (ii) the Amended and
Restated Series 2002-A Supplement dated as of September 10, 2007 (as so amended
and as amended by the First Supplemental Indenture, the "2002-A Supplement"),
(iii) the Series 2006-A Supplement dated as of August 1, 2006 (the "2006-A
Supplement"), (iv) the Second Supplemental Indenture dated as of August 1, 2006
(the "Second Supplemental Indenture"), and (v) the Third Supplemental Indenture
dated as of June 28, 2007 (the "Third Supplemental Indenture," and together with
the Base Indenture, the First Supplemental Indenture, the 2002-A Supplement, the
2006-A Supplement and the Second Supplemental Indenture, the "Indenture"); and
WHEREAS, the Issuer and the Trustee desire to modify certain
definitions contained in the Indenture; and
WHEREAS, Section 13.1 of the Base Indenture requires the consent of the
Notice Persons of each Series and that notice be sent to the Rating Agencies for
the execution of this Fourth Supplemental Indenture; and
WHEREAS, the consent of the Notice Persons of the Series 2006-A Notes
is deemed obtained upon the satisfaction of the Rating Agency Condition.
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:
ARTICLE 1
GENERAL
SECTION 1.01. This Fourth 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.
SECTION 1.02. This Fourth Supplemental Indenture shall become effective
immediately upon the execution and delivery of this Fourth Supplemental
Indenture by each of the Administrator, the Funding Agent, Three Pillars, the
Issuer and the Trustee and the satisfaction of the Rating Agency Condition.
ARTICLE 2
AMENDMENT TO THE BASE INDENTURE
SECTION 2.01. The definition of "Available Servicer Letter of Credit
Amount" as set forth in Section 1.1 of the Base Indenture is hereby amended and
restated in its entirety as follows:
"Available Servicer Letter of Credit Amount" means the Stated
Amount and, if applicable, the meaning specified in subsection 5.10(e).
SECTION 2.02. The definition of "Eligible Installment Contract
Receivable" as set forth in Section 1.1 of the Base Indenture is hereby amended
by deleting "20%" therein and substituting "15%" therefor.
SECTION 2.03. Section 1.1 of the Base Indenture is hereby amended by
adding the following definition in appropriate alphabetical order therein:
"Back-up Servicer" has the meaning specified in the Servicing
Agreement.
SECTION 2.04. Section 1.1 of the Base Indenture is hereby amended by
adding the following definition in appropriate alphabetical order therein:
"Stated Amount" has the meaning specified in the Servicer
Letter of Credit.
SECTION 2.05. The definition of "Servicing Fee" as set forth in Section
1.1 of the Base Indenture is hereby amended and restated in its entirety as
follows:
"Servicing Fee" means (i) for any Monthly Period during which
Conn Appliances, Inc. (successor by merger to CAI, L.P.) or any
Affiliate acts as Servicer, an amount equal to the product of (i)
3.00%/12 multiplied by (ii) the average aggregate Principal Receivables
for such Monthly Period and (ii) for any Monthly Period during which
any other successor Servicer acts as Servicer, the Servicing Fee shall
be an amount equal to the product of (i) the current market rate for
servicing receivables similar to the Receivables divided by 12,
multiplied by (ii) the average aggregate Principal Receivables for such
Monthly Period; provided, however, that in no event shall the current
market rate exceed 5.00%."
SECTION 2.06. The Base Indenture is hereby further amended by the
addition of Section 8.7, which shall read as follows:
Section 8.7. Resignation or Removal of Back-Up Servicer. If the
Back-Up Servicer fails or is unable to perform its duties under the Transaction
Documents, has resigned or otherwise been terminated as Back-Up Servicer the
Issuer will promptly provide notice to the Rating Agencies of such failure,
removal or resignation.
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ARTICLE 3
MISCELLANEOUS
SECTION 3.01. 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.
SECTION 3.02. 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 Fourth Supplemental Indenture and this
Fourth Supplemental Indenture shall not affect the rights or immunities of the
Trustee under the Indenture, the Series Supplements or otherwise. This Fourth
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.
SECTION 3.03. The laws of the State of New York shall govern this
Fourth Supplemental Indenture without regard to the conflict of laws provisions
thereof.
SECTION 3.04. This Fourth 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.
SECTION 3.05. 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 Fourth
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: Treasurer
S-1 Fourth Supplemental Indenture
(Conn Funding II, L.P.)
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
individual capacity, but solely as Trustee
By: /s/ Marianna C. Sterschic
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Name: Marianna C. Stershic
Title: Vice President
S-2 Fourth Supplemental Indenture
(Conn Funding II, L.P.)
ACCEPTED AND AGREED:
CONN APPLIANCES, INC.,
Individually and as Servicer
By: /s/ David R. Atnip
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Name: David R. Atnip
Title: Treasurer
S-3 Fourth Supplemental Indenture
(Conn Funding II, L.P.)
CONSENTED TO BY:
THREE PILLARS FUNDING LLC
By: /s/ Doris J. Hearn
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Name: Doris J. Hearn
Title: Vice President
SUNTRUST ROBINSON HUMPHREY, INC.
as Administrator and Notice Person
for the Series 2002-A Notes
By: /s/ Joseph R. Franke
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Name: Joseph R. Franke
Title: Director
S-4 Fourth Supplemental Indenture
(Conn Funding II, L.P.)
JPMORGAN CHASE BANK, N.A.,
as Funding Agent and Notice Person
for the Series 2002-A Notes
By: /s/ Trisha Lesch
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Name: Trisha Lesch
Title: Vice President
PARK AVENUE RECEIVABLES COMPANY
LLC, as a Conduit Purchaser
By: JPMorgan Chase Bank, N.A.,
its attorney-in-fact
By: /s/ Trisha Lesch
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Name: Trisha Lesch
Title: Vice President
S-5 Fourth Supplemental Indenture
(Conn Funding II, L.P.)