AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • California
This AMENDED AND RESTATED SECURITY AGREEMENT (as amended from time to time, this “Security Agreement”), dated as of November 30, 2010, is entered into by and among CONN’S, INC., a Delaware corporation (“Parent”), CAI HOLDING CO., a Delaware corporation (“CAIH”), CAI CREDIT INSURANCE AGENCY, INC., a Louisiana corporation (“CAIC”), CONN LENDING, LLC, a Delaware limited liability company (“CLL”; together with Parent, CAIH, and CAIC, collectively the “Existing Grantors”), and CAIAIR, INC., a Delaware corporation (“CAIAIR”) (the Existing Grantors and CAIAIR are sometimes individually referred to herein as “Grantor” and collectively as “Grantors”), collectively, on one hand, and BANK OF AMERICA, N.A., in its capacity as Agent for Lenders (as hereinafter defined) (in such capacity, “Agent”), on the other hand, in light of the following facts:
AMENDED AND RESTATED CONTINUING GUARANTYContinuing Guaranty • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • California
This AMENDED AND RESTATED CONTINUING GUARANTY (as amended from time to time, this “Guaranty”), dated as of November 30, 2010, is executed by CONN’S, INC., a Delaware corporation (“Parent”), CAI HOLDING CO., a Delaware corporation (“CAIH”), CAI CREDIT INSURANCE AGENCY, INC., a Louisiana corporation (“CAIC”), CONN LENDING, LLC, a Delaware limited liability company (“CLL”; together with Parent, CAIH, and CAIC, collectively the “Existing Guarantors”), and CAIAIR, INC., a Delaware corporation (“CAIAIR”) (the Existing Guarantors and CAIAIR are sometimes individually referred to herein as “Guarantor” and collectively as “Guarantors”), in favor of BANK OF AMERICA, N.A., in its capacity as agent for Lenders (as hereinafter defined) (in such capacity, “Agent”), in light of the following facts:
ASSIGNMENT (Conn Funding II, L.P. to Conn Credit I, LP)Assignment • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores
This Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the Seller contained in the Agreement and is to be governed by the Agreement.
CONN’S, INC. as Parent and Guarantor and CONN APPLIANCES, INC., CONN CREDIT I, LP, and CONN CREDIT CORPORATION, INC. as BorrowersLoan and Security Agreement • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of November 30, 2010, among CONN’S, INC., a Delaware corporation, as parent and guarantor (“Parent”), CONN APPLIANCES, INC., a Texas corporation (“CAI”), CONN CREDIT I, LP, a Texas limited partnership (“CCI”), and CONN CREDIT CORPORATION, INC., a Texas corporation (“CCCI”, and together with CAI and CCI, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Collateral Agent for the Lenders (“Agent”) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent, Joint Book Runner and Co-Lead Arranger for the Lenders (“JPMorgan”), WELLS FARGO PREFERRED CAPITAL, INC., as Co-Syndication Agent for the Lenders (“WFPC”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Book Runner and Co-Lead Arranger for the Lenders (“BAS”), CAPITAL ONE, N.A., as Co-
CONN’S, INC. as Parent and Guarantor and CONN APPLIANCES, INC., CONN CREDIT I, LP, and CONN CREDIT CORPORATION, INC. as BorrowersTerm Loan and Security Agreement • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
THIS TERM LOAN AND SECURITY AGREEMENT is dated as of November 30, 2010, among CONN’S, INC., a Delaware corporation, as parent and guarantor (“Parent”), CONN APPLIANCES, INC., a Texas corporation (“CAI”), CONN CREDIT I, LP, a Texas limited partnership (“CCI”), and CONN CREDIT CORPORATION, INC., a Texas corporation (“CCCI”, and together with CAI and CCI, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), GA CAPITAL, LLC, as Administrative Agent and Collateral Agent for the Lenders (in such capacities, the “Agent”) and WELLS FARGO CREDIT, INC., as Syndication Agent.
ContractReceivables Purchase Agreement • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • Texas
RECEIVABLES PURCHASE AGREEMENT dated as of November 30, 2010, by and between CONN FUNDING II, L.P., a Texas limited partnership (the “Seller”), and CONN CREDIT I, LP, a Texas limited partnership (the “Purchaser”).
CONN FUNDING II, L.P., as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Asset Backed Notes (Issuable in Series) SIXTH SUPPLEMENTAL INDENTURE Dated as of November 30, 2010Supplemental Indenture • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
This SIXTH SUPPLEMENTAL INDENTURE is dated as of November 30, 2010 (this “Sixth Supplemental Indenture”), 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).
INTERCREDITOR AGREEMENT Dated as of November 30, 2010Intercreditor Agreement • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of November 30, 2010, and entered into by and between BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent under the ABL Loan Documents (as defined below), including its successors and assigns in such capacity from time to time (“ABL Agent”), and GA CAPITAL, LLC in its capacity as administrative agent and collateral agent under the Term Loan Documents (as defined below), including its successors and assigns in such capacity from time to time (“Term Agent”).
SIXTH AMENDMENT TO SERVICING AGREEMENTServicing Agreement • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
CONTINUING GUARANTYContinuing Guaranty • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
This CONTINUING GUARANTY (as amended from time to time, this “Guaranty”), dated as of November 30, 2010, is executed by CONN’S, INC., a Delaware corporation (“Parent”), CAI HOLDING CO., a Delaware corporation (“CAIH”), CAI CREDIT INSURANCE AGENCY, INC., a Louisiana corporation (“CAIC”), CONN LENDING, LLC, a Delaware limited liability company (“CLL”), and CAIAIR, INC., a Delaware corporation (“CAIAIR”; together with Parent, CAIH, CAIC, and CLL, each a “Guarantor” and, collectively, the “Guarantors”) in favor of GA CAPITAL, LLC, in its capacity as agent for Lenders (as hereinafter defined) (in such capacity, “Agent”), in light of the following facts:
SECURITY AGREEMENTSecurity Agreement • December 2nd, 2010 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
This SECURITY AGREEMENT (as amended from time to time, this “Security Agreement”), dated as of November 30, 2010, is entered into and executed by CONN’S, INC., a Delaware corporation (“Parent”), CAI HOLDING CO., a Delaware corporation (“CAIH”), CAI CREDIT INSURANCE AGENCY, INC., a Louisiana corporation (“CAIC”), CONN LENDING, LLC, a Delaware limited liability company (“CLL”), and CAIAIR, INC., a Delaware corporation (“CAIAIR”; together with Parent, CAIH, CAIC, and CLL, each a “Grantor” and, collectively, the “Grantors”), collectively, on one hand, and GA CAPITAL, LLC, in its capacity as agent for Lenders (as hereinafter defined) (in such capacity, “Agent”), on the other hand, in light of the following facts:
