Exhibit 10.19.4
AMENDMENT #4 TO DEALER AGREEMENT
REPLACEMENT PROGRAM, SALES MANAGER, POTENTIAL FEDERAL FEE REDUCTIONS
THIS AMENDMENT #4 (herein "Amendment") to the Dealer Agreement
("Agreement") is made this ___ day of July, 2005 with an effective date of July
1, 2005 ("Effective Date") by and among Conn Appliances, Inc., a Texas
corporation ("Conn"), CAI, L.P., a Texas limited partnership ("CAILP") having
their principal places of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000
(except as otherwise noted, Conn and CAILP collectively herein referred to as
"Dealer"), Federal Warranty Service Corporation, an Illinois corporation having
its principal place of business at 000 Xxxxxxxxxx Xxxxx Xxxxxx, XX, Xxxxxxx, XX
00000 ("Federal"), and Voyager Service Programs, Inc., a Florida corporation
having its principal place of business at 00000 Xxxxx Xxxxx Xxxxx, Xxxxx,
Xxxxxxx 00000 ("Voyager").
WHEREAS, Dealer and Voyager entered into a "Dealer Agreement" stated as
effective January 1, 1998 (the "Agreement") concerning the sale by Dealer of
Service Contracts covering certain specified merchandise sold by Dealer, under
which Service Contracts Voyager was the obligor, and which Service Contracts
were administered by Dealer; and
WHEREAS, "Amendment #1" to the Agreement substituted Federal in place of Voyager
and CAILP in place of Conn as parties to the Agreement, "Amendment #2" amended
the term and termination provisions of the Agreement and Amendment #3 amended
the Agreement's pricing provisions and provided for the transfer and release of
specified reserves held by Voyager under the Agreement; and
WHEREAS, The parties desire to provide for additional amendments to the
Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein and in the Agreement, the parties do hereby agree as follows:
1. The parties agree to add to the Agreement a new category of Service
Contract which shall provide as its primary benefit the replacement of the
Covered Merchandise to which such Service Contracts pertain (the
"Replacement Program"). The Replacement Program shall be implemented in
accordance with Paragraphs 2 and 3 below.
2. The parties recognize that Dealer is currently under contractual obligation
to offer a third party's equivalent of the Replacement Program. Dealer
agrees to nonrenew its contractual agreement with such third party and
implement Federal's Replacement Program on a going forward basis at the
later of the following: a) one hundred ----- twenty (120) days after the
effective date of this Amendment #4, or b) the earliest time at which
Dealer may lawfully non-renew its contractual agreement under the terms of
its contract. Dealer shall not notify the third party sooner than necessary
to legally effect the termination or nonrenewal. Dealer shall advise
Federal within thirty (30) days after the effective date of this Amendment
#4 when it will notify the third party and when the termination of its
contract will be effective and when intends to begin selling Federal's
Replacement Program.
3. Concurrent with Dealer's nonrenewal of the third party agreement as set
forth in paragraph 2 of this Amendment, Dealer and Federal shall enter into
an additional amendment to the Agreement to provide for special aspects of
the Replacement Program. At a minimum, the special aspects of the
Replacement Program will include an income or retention for Federal equal
to: a) 8% of the Contract Price of Replacement Program Service Contracts,
applicable to the first $3,750,000 of such retail sales during any contract
year; and b) 4% of the Contract Price of Replacement Service Contracts,
applicable to retail sales in excess of $3,750,000 during any contract
year. The parties shall agree on Contract Prices, Federal Fees and Dealer
Administrative Compensation for the Service Contracts that incorporate the
retention for Federal described in this paragraph.
4. Federal shall, within ninety days after the effective date of this
Amendment #4, assign a full time employee or independent contractor of
Federal or any of Federal's affiliates (herein the "Sales Manager"), whose
primary responsibility shall be the training of Dealer's managers and
employees, the monitoring of business results, and the coordination of
marketing efforts to maximize Dealer's sales of Service Contracts and other
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products and services pursuant to the Agreement and other agreements
between Dealer and Federal or Federal's affiliates. The Sales Manager shall
live within the State Territory of Dealer, unless otherwise agreed by the
parties. Federal shall be responsible for day-to-day expenses related to
the assignment of the Sales Manager, including but not limited to salary,
statutorily-required insurance, payroll taxes, office space or office
allowances, training and travel expenses.
5. Dealer shall cooperate with the Sales Manager to maximize his or her effect
on Service Contract sales. Such cooperation shall include, but not be
limited to, making available officers, managers and employees of Dealer for
training and consultation with the Sales Manager, providing information
related to the performance of Dealer's Service Contract program as
reasonably requested by the Sales Manager, and permitting the Sales Manager
appropriate access to Dealer's facilities in furtherance of the objectives
of this Amendment #4.
6. Federal agrees to work with Dealer to reduce the current amount of the
Federal Fee, with a mutual goal of reducing the Federal Fee for Service
Contracts, other than Replacement Program Service Contracts, by eight (8)
percentage points through a combination of measures, which may include but
not be limited to: a) reducing the amount of future Claim Related Expenses,
b) reducing Dealer's costs of administering the Service Contract program,
c) improved actuarial forecasting, and/or d) changes to benefits provided
under future Service Contracts. The parties agree that any future reduction
of the Federal Fee shall not reduce Federal's current retention of four
percent (4%) of the Contract Prices (10% of current 40% Federal Fee = 4%).
IN WITNESS HEREOF, the parties have signed this Amendment effective as of the
date first above written.
Voyager Service Programs, Inc. Conn Appliances, Inc.
By: /s/ Xxx Erderman By: /s/ Xxxxx Xxxxx 7/21/05
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Title: Vice President Title: Treasurer
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Federal Warranty Service Corporation CAI, L.P.
By: /s/ Xxx Erderman By: /s/ Xxxxx Xxxxx 7/21/05
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Title: Vice President Title: Treasurer
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