AMENDMENT NO. 3 TO SERIES 2002-A SUPPLEMENT
This
AMENDMENT NO. 3 TO SERIES 2002-A SUPPLEMENT, dated as of August 1, 2006 (this
“Amendment”)
is
made between CONN FUNDING II, L.P. (the “Issuer”)
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Xxxxx Fargo
Bank
Minnesota, National Association), as Trustee (the “Trustee”).
Capitalized terms used and not otherwise defined in this Amendment are used
as
defined in that certain Base Indenture, dated as of September 1, 2002 (as
amended from time to time, the “Base
Indenture”),
between the Issuer and the Trustee or, if not defined therein, in the that
certain Series 2002-A Supplement, dated as of September 1, 2002 (as amended
from
time to time, the “Series
Supplement”),
between the Issuer and the Trustee.
Background
A.
The
parties hereto have entered into the Base Indenture and the Series Supplement
to
finance the purchase of Receivables by the Issuer from each of Conn Appliances,
Inc. and CAI, L.P.
B.
The
parties hereto wish to amend the Series Supplement.
C.
The
parties hereto are willing to agree to such an amendment, all as set out in
this
Amendment.
Agreement
1.
Amendment
of the Series Supplement.
(a) Section
1
of the
Series Supplement is hereby amended as follows:
(i) The
definition of “Available Funds” is hereby amended and restated in its entirety
as follows:
“Available
Funds”
means,
with respect to any Monthly Period, an amount equal to the Investor Percentage
of Collections of Finance Charges, Recoveries and Investment Earnings deposited
in the Finance Charge Account for such Monthly Period (or to be deposited in
the
Finance Charge Account on the related Series Transfer Date with respect to
the
preceding Monthly Period pursuant to the third paragraph of subsection 5.4(a)
of the
Base Indenture).
(ii) The
definitions of “Enhancement Agreement,” “Enhancement Provider,” “Enhancement
Provider Default” and “Qualifying Enhancement Agreement” are hereby deleted in
their entirety.
(iii) The
definition of “Finance Charge Collections” is hereby amended by removing the
entire clause
(iii)
and
inserting “and” before clause (ii).
(iv) The
definition of “Investor Interest” is hereby amended by removing the reference to
Enhancement Providers in last sentence of the definition.
(v) The
definition of “Required Reserve Amount” is hereby amended and restated in its
entirety as follows:
"Required
Reserve Amount"
shall
mean, at any time, the greater of (a) $7,500,000 and (b) an amount equal to
(i)
the Note Principal at such time, multiplied by (ii)(A) the Required Reserve
Percentage at such time, divided by (B) 100% minus the Required Reserve
Percentage at such time; provided,
however,
that
the Required Reserve Amount shall be fixed during the Rapid Amortization Period
as of the Rapid Pay Out Commencement Date; provided,
further,
that
the Required Reserve Amount may only increase from time to time to the extent
of
the Investor Percentage (determined with regard to only (and only to the extent
of) those Series with respect to which the "Required Reserve Amount" is
increasing at such time) of the Available Issuer Interest (after giving effect
to any reductions pursuant to Section
5.16
but
prior to any reductions with respect to Principal Reallocation Amounts on such
day, or pursuant to any comparable provisions of any other Series Supplement
for
any Series on such day) at such time.
(vi) The
definition of “Series 2002-A Termination Date” is hereby amended by removing the
reference to Enhancement Providers in clause (a).
(b) Section
4(b)
of the
Series Supplement is hereby amended by removing clause (iv) and the word “plus”
immediately preceding it, and renumbering clause (v) as clause
(iv).
(c) Section
5.14(a)
of
Section
7
of the
Series Supplement is hereby amended by removing clause (viii) and the word
“plus” immediately preceding it.
(d) Section
5.15(a)
of
Section
7
of the
Series Supplement is hereby amended by replacing the language in clause (iv)
with “Reserved.”
(e) Section
5.15(e)
of
Section
7
of the
Series Supplement is hereby amended by replacing the language in clause (iii)
with “Reserved.”
(f) Section
5.15(f)
of
Section
7
of the
Series Supplement is hereby amended and restated in its entirety as
follows:
On
any
Redemption Date, the amounts required to be on deposit in the Payment Account
pursuant to Section 4
or
Section
11,
shall
be paid to the following Persons:
(i) to
the
Noteholders, the Note Principal; and
(ii) first,
to the
Noteholders, any other amounts (including, without limitation, accrued and
unpaid interest) payable thereto pursuant to the Note Purchase Agreement and,
second,
to the
Persons entitled thereto, any Additional Amounts payable thereto.
(g) Section
5.20
of
Section
7
of the
Series Supplement is hereby amended by replacing the language in such section
with "Reserved."
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(h) Section
8
of the
Series Supplement is hereby amended by removing the reference to Enhancement
Providers in the first sentence.
(i) Section
9(i)
of the
Series Supplement is hereby amended by removing the entire parenthetical.
(j) Section
9(s)
of the
Series Supplement is hereby amended by replacing the language in such clause
with “Reserved.”
(k) Section
11(b)
of the
Series Supplement is hereby amended by removing clause (iv) and the word “plus”
immediately preceding it, and renumbering clause (v) as clause
(iv).
(l) Section
12
of the
Series Supplement is hereby amended by removing the reference to any Enhancement
Agreement.
2.
Binding
Effect; Ratification.
(a)
This
Amendment shall become effective, as of the date first set forth above, when
the
Administrator shall have received counterparts hereof shall have been executed
and delivered by the parties hereto and the Rating Agency Condition shall have
been satisfied, and thereafter shall be binding on the parties hereto and their
respective successors and assigns.
(b) On
and
after the execution and delivery hereof, this Amendment shall be a part of
the
Series Supplement and each reference in the Series Supplement to “this Series
Supplement” or “hereof”, “hereunder” or words of like import, and each reference
in any other Transaction Document to the Series Supplement shall mean and be
a
reference to such Series Supplement as amended hereby.
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(c) Except
as
expressly amended hereby, the Series Supplement shall remain in full force
and
effect and is hereby ratified and confirmed by the parties hereto.
3.
Miscellaneous.
(a)
THIS
AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS. EACH OF THE PARTIES TO THIS AMENDMENT AGREES TO THE
NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW
THE
JUDGMENTS THEREOF. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED
ON FORUM
NON CONVENIENS AND
ANY
OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE
AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
(b) Headings
used herein are for convenience of reference only and shall not affect the
meaning of this Amendment.
(c) This
Amendment may be executed in any number of counterparts, and by the parties
hereto on separate counterparts, each of which shall be an original and all
of
which taken together shall constitute one and the same agreement.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||
| not in its individual capacity, but solely as Trustee | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxx X. Xxxxxx |
||
| Title: Assistant Vice President | ||
| CONN FUNDING II, L.P., as Issuer | ||
| By: Conn Funding II GP, L.L.C., its general partner | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx | |
|
Name: Xxxxx X. Xxxxx |
||
| Title: Treasurer | ||
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| CONSENTED AND AGREED TO BY: | ||
| THREE PILLARS FUNDING LLC | ||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
| SUNTRUST CAPITAL MARKETS, INC., | ||
| as Administrator | ||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
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