REGISTRATION RIGHTS AGREEMENT by and among Conn’s, Inc., The Guarantors named on the signature pages hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Initial Purchasers Dated as of July 1, 2014Registration Rights Agreement • July 2nd, 2014 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 1, 2014, by and among Conn’s, Inc., a Delaware corporation (the “Company”), the entities listed on the signature pages hereof (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Initial Purchasers listed on Schedule A to the Purchase Agreement referred to below (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7.25% Senior Notes due 2022 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
PURCHASE AGREEMENTPurchase Agreement • July 2nd, 2014 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of July 1, 2014 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued initially only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), between the Company and the Depositary.
