ARTICLE 2.

AMENDMENT TO BASE INDENTURE

 

SECTION 2.01                                Amendment of Section 1.1.  The defined term “Redemption Date” in Section 1.1 of the Base Indenture is hereby amended by replacing the words “specified by the Servicer or Issuer” in clause (a) thereof with “or other date upon which the Servicer or Issuer redeems the Notes.”

 

SECTION 2.02                                Amendment of Section 14.1.  Section 14.1 of the Base Indenture is hereby amended by labeling the current text as subsection (a), and replacing the reference to “Section 14.1” in the re-labeled subsection with “14.1(a)”, and inserting a new subsection (b) to read as follows:

 

“(b)           All of the Notes of all Series are subject to mandatory redemption in full at the Redemption Price by the Issuer on any date upon which the Issuer sells, conveys or otherwise transfers all or substantially all of the Receivables.  If the Notes of any Series are to be redeemed pursuant to this Section 14.1(b), the Issuer shall furnish notice of its intent to effect such sale and redemption to the Trustee not later than ten (10) days prior to the Redemption Date.  On or prior to 2:00 p.m. New York time on the Redemption Date, the Issuer shall deposit with the Trustee in the re lated Payment Account the Redemption Price of the Notes of each outstanding Series to be redeemed in full (it being understood that any such redemption (including in connection with the sale or other transfer of all or substantially all of the Receivables) shall be made only if the aggregate Redemption Price with respect to all Notes equals at least the unpaid amount of the then outstanding principal amount of all Notes plus all accrued and unpaid interest thereon).  Notwithstanding any other provision of this Indenture to the contrary, the cash portion of the purchase price for the Receivables purchased in connection with a redemption contemplated by this Section 14.1(b) shall be at least equal to the Redemption Price, and the total consideration received by the Issuer for the Receivables shall be fair and reasonably equivalent value.”

 

 

FIFTH SUPPLEMENTAL INDENTURE

CONN FUNDING II, L.P.

 

 

 

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ARTICLE 3.

 

AMENDMENT TO SERIES SUPPLEMENTS

 

SECTION 3.01                                Amendment of Section 4.  Section 4. of each of the 2006-A Supplement and 2002-A Supplement is hereby amended by the insertion of subsection (c) after subsection (b) as follows:

 

“(c)           The Notes shall be subject to redemption by the Issuer at the Redemption Price as contemplated by, and in accordance with, the terms of Section 14.1(b) of the Base Indenture upon the sale of all or substantially all of the Receivables by the Issuer.”

 

ARTICLE 4.

 

CONSENT AND WAIVER OF SERIES 2002-A NOTEHOLDERS

 

SECTION 4.01                                The Series 2002-A Notice Persons and Required Persons evidencing their consent to this Fifth Supplemental Indenture by executing the signature pages hereto are also hereby (i) giving their consent to the sale of all or substantially all of the Receivables of the Issuer to the extent the proceeds thereof are sufficient to redeem the Notes in accordance with Section 14.1(b) of the Base Indenture and (ii) the waiver of any requirement that the Notice Persons of Series 2006-A consent to this Fifth Supplemental Indenture.

 

ARTICLE 5.

 

MISCELLANEOUS

 

SECTION 5.01                             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 force and effect in accordance with their terms.

 

SECTION 5.02                                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 Fifth Supplemental Indenture, and this Fifth Supplemental Indenture shall not affect the rights or immunities of the Trustee under the Indenture.  This Fifth 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 thereto.

 

 

FIFTH SUPPLEMENTAL INDENTURE

CONN FUNDING II, L.P.

 

 

 

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SECTION 5.03                                The laws of the State of New York shall govern this Fifth Supplemental Indenture without regard to the conflict of laws provisions thereof.

 

SECTION 5.04                                This Fifth 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 5.05                                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.

 

 

 

[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]

 

 

FIFTH SUPPLEMENTAL INDENTURE

CONN FUNDING II, L.P.

 

 

 

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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Fifth Supplemental Indenture to be duly executed by their respective officers, thereunto duly authorized, as of the day and year first written above.

 

 

 

	CONN FUNDING II, L.P., as Issuer
	By:	Conn Funding II GP, L.L.C.,
		its general partner
		By:	/s/ David R. Atnip
		Name:	David R. Atnip
		Title:	Treasurer
	WELLS FARGO BANK,
	NATIONAL ASSOCIATION,
	not in its individual capacity,
	but solely as Trustee

 

 

	By:	/s/ Kristen L. Puttin
	Name:	Kristen L. Puttin
	Title:	Vice President

 

 

FIFTH SUPPLEMENTAL INDENTURE

CONN FUNDING II, L.P.

 

 

 

 

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	CONSENTED AND AGREED TO BY:
	THREE PILLARS FUNDING LLC, as a Conduit Purchaser (Series 2002-A Notes)
	By:	/s/ Karla L. Boyd
	Name:	Karla L. Boyd
	Title:	Vice President
	SUNTRUST ROBINSON HUMPHREY, INC., as Administrator (Series 2002-A Notes)
	By:	/s/ Joseph R. Franke
	Name:	Joseph R. Franke
	Title:	Director

 

 

FIFTH SUPPLEMENTAL INDENTURE

CONN FUNDING II, L.P.

 

 

 

 

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	JPMORGAN CHASE BANK, N.A., as Funding Agent and as Committed Purchaser (Series 2002-A Notes)
	By:	/s/ Benita Volid
	Name:	Benita Volid
	Title:	Vice President
	PARK AVENUE RECEIVABLES COMPANY LLC, as a Conduit Purchaser (Series 2002-A Notes)
	By:	JPMorgan Chase Bank, N.A.,
		its attorney-in-fact
	By:	/s/ Benita Volid
	Name:	Benita Volid
	Title:	Vice President

 

 

FIFTH SUPPLEMENTAL INDENTURE

CONN FUNDING II, L.P.