UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
________________
Date of
Report (Date of earliest event reported): February 12, 2010
________________
Conn’s,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation)
|
000-50421
(Commission
File Number)
|
06-1672840
(IRS
Employer Identification No.)
|
|
3295
College Street
Beaumont,
Texas
(Address
of principal executive offices)
|
77701
(Zip
Code)
|
Registrant’s
telephone number, including area code: (409) 832-1696
________________
Not
applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 12, 2010, Conn’s, Inc. (the
“Company”), entered a “First Amendment to Loan and
Security Agreement”, with Bank of America, N.A., a national banking
association, individually as a “Lender”, and as the administrative agent for the
Lenders party to the Loan and Security Agreement, effective January 30, 2010,
amending and modifying its Loan and Security Agreement dated as of August 14,
2008, by moving the calculation date for certain covenants from January 31,
2010, or the last Fiscal Quarter for the Company’s fiscal year 2010, to February
28, 2010, and, where applicable, providing that applicable covenant calculations
shall be for the trailing twelve month period ending February 28,
2010.
On February 12, 2010, Conn Funding II,
L.P., a qualified special purpose entity of the Company, entered an “Amendment No. 3 to Second
Amended and Restated Note Purchase Agreement”, effective January 30,
2010, with Three Pillars Funding LLC, JPMorgan Chase Bank, N.A., Park Avenue
Receivables Company, LLC and SunTrust Robinson Humphrey, Inc., amending and
modifying the Second Amended and Restated Note Purchase Agreement dated August
14, 2008, by (i) moving the calculation date for certain covenants from January
31, 2010, or the last Fiscal Quarter for the Company’s fiscal year 2010, to
February 28, 2010, and, where applicable, providing that applicable covenant
calculations shall be for the trailing twelve month period ending February 28,
2010, and (ii) agreeing to further modify and amend (the “Restructuring
Amendments”) the Note Purchase Agreement and certain other of the Transaction
Documents, including without limitation, as applicable, the Series Supplement,
the Servicing Agreement and the Back-Up Servicing Agreement (as defined in the
Base Indenture) on or before March 5, 2010. The Amendment No. 3 to Second
Amended and Restated Note Purchase Agreement also provides that, in the
event the Restructuring Amendments are not executed effective on or before March
5, 2010, such failure will constitute a “Series 2002-A Payout Event” as defined
in the Series Supplement.
| Item 9.01 | Financial Statements and Exhibits. | ||
| (c) | Exhibits | ||
|
Exhibit
Number |
Exhibit Title
|
||
|
10.1
|
First
Amendment to Loan and Security Agreement
|
||
|
10.2
|
Amendment
No. 3 to Second Amended and Restated Note Purchase
Agreement
|
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
CONN’S,
INC.
|
|
|
Date: February
16, 2010
|
By: /s/ Michael J.
Poppe _______
|
|
Name:
Michael J. Poppe
|
|
|
Title:
Chief Financial
Officer
|
Exhibit
10.1
FIRST
AMENDMENT TO LOAN AND SECURITY AGREEMENT
This FIRST
AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated to be effective as of January
30, 2010 (this “Amendment”) is made
among CONN’S, INC., a Delaware corporation (the “Parent”), CONN
APPLIANCES, INC., a Texas corporation (“CAI”), CONN CREDIT I,
LP, a Texas limited partnership (“CCI”), CONN CREDIT
CORPORATION, INC., a Texas corporation (“CCCI”, together with
CAI and CCI, collectively, “Borrowers”), BANK OF
AMERICA, N.A., a national banking association, individually as a Lender (“BOA”) and as the
administrative agent for the Lenders party to the Loan Agreement (as defined
below) (in such latter capacity, together with any other Person who becomes
Administrative Agent pursuant to Section 12.8 thereof,
the “Agent”)
and the banks and other financial institutions listed on the signature pages
hereof under the caption “Lenders” (together
with BOA, collectively, the “Lenders”).
Background
A. The
Parent, the Borrowers, the Agent and the Lenders have entered into a Loan and
Security Agreement, dated as of August 14, 2008, (as amended, modified or
supplemented from time to time, the “Loan
Agreement”). All capitalized terms used and not otherwise
defined in this Amendment are used as defined in the Loan
Agreement.
B. The
parties hereto wish to amend the certain terms of the Loan
Agreement.
NOW
THEREFORE, in consideration of the premises and the mutual agreements,
representations and warranties herein set forth and for other good and valuable
consideration, the Parent, the Borrowers, the Agent and the Lenders hereto
hereby agree as follows:
Agreement
1. Amendment to the Loan
Agreement.
(a) The term
“EBITDAR” as defined in Section 1.1 of the Loan Agreement is hereby deleted in
its entirety and the following is substituted therefor:
“EBITDAR: determined
on a consolidated basis for Parent and its Subsidiaries for any date of
determination on a trailing 12 month basis, net income, calculated before
interest expense, provision for income taxes, depreciation and amortization
expense, stock based compensation, book rent expense, gains or losses arising
from the sale of capital assets, any extraordinary gains or losses (in each
case, to the extent included in determining net income), and any fair value
adjustments, and reduced on a Fiscal Quarter basis or such other determination
date to
the extent the Borrowers’ recorded loss reserve measured as of the end of any
Fiscal Quarter or such other determination date is less than the EBITDAR Loss
Reserve measured as of the end of the same Fiscal Quarter or such other
determination date.”
(b) The term
“Fixed Charge Coverage Ratio” as defined in Section 1.1 of the Loan Agreement is
hereby deleted in its entirety and the following is substituted
therefor:
1
“Fixed Charge Coverage
Ratio: the ratio, determined on a consolidated basis for Parent and its
Subsidiaries for the most recent four Fiscal Quarters (except with respect to
the first determination for the purpose of calculating the covenant set forth in
Section 10.3.1, which
shall be determined on a trailing twelve month basis as of February 28, 2010),
of (a) EBITDAR minus unfinanced Net
Capital Expenditures, to (b) Fixed Charges.”
(c) The term
“Leverage Ratio” as defined in Section 1.1 of the Loan Agreement is hereby
deleted in its entirety and the following is substituted therefor:
“Leverage Ratio: the
ratio, determined as of the end of any Fiscal Quarter for the Parent and its
Subsidiaries, (except with respect to the first determination, which shall be
determined as of February 28, 2010), of (a) the sum of (i) Borrowed Money (other
than Contingent Obligations) as of the last day of such quarter or such other
determination date, and (ii) the product of 8 multiplied by the
trailing 12 month book rent expense for such Fiscal Quarter or such other
determination date, to (b) EBITDAR for such Fiscal Quarter or such other
determination date.”
(d) Section
10.3.1 of the Loan Agreement is hereby deleted in its entirety and the following
is substituted therefor:
10.3.1 Minimum Fixed Charge
Coverage Ratio. Maintain Fixed Charge Coverage Ratio at least
equal to 1.30:1.00 measured monthly on the last day of the month for the month
ending February 28, 2010 and thereafter measured quarterly as of the last day of
each Fiscal Quarter, in each case on a trailing twelve month basis.
(e) Section
10.3.2 of the Loan Agreement is hereby deleted in its entirety and the following
is substituted therefor:
10.3.2
Maximum Leverage
Ratio. Maintain a Leverage Ratio not greater than the ratio
set forth below for each Fiscal Quarter or month, as applicable, during the
specified period, measured as of the last day of each Fiscal Quarter, or month,
as applicable:
|
Period
|
Ratio
|
|
Month
ending February 28, 2010
|
4.00:1.00
|
|
Fiscal
Quarter ending April 30, 2010
and
each Fiscal Quarter thereafter
|
4.00:1.00
|
2. Representations and Warranties; No
Default. Each of the Parent and the Borrowers, hereby
represents and warrants as of the effectiveness of this Amendment
that:
(i) no Default
or Event of Default exists; and
(ii) its
representations and warranties set forth in Section 9 of the Loan Agreement (as
amended hereby) are true and correct as of the date hereof, as though made on
and as of such date (except to the extent such representations and warranties
relate solely to an earlier date and then as of such earlier date).
2
3. Effectiveness; Binding Effect;
Ratification. This Amendment shall become effective, as of the
date first set forth above upon receipt by the Agent of executed counterparts
hereof from the Borrowers and each of the Lenders whose consent is
necessary to amend the Loan Agreement as set forth in this Amendment, and
thereafter this Amendment shall be binding on the Agent, Borrowers and Lenders
and their respective successors and assigns.
(a) On and
after the execution and delivery hereof, this Amendment shall be a part of the
Loan Agreement and each reference in the Loan Agreement to “this Loan Agreement”
or “hereof”, “hereunder” or words of like import, and each reference in any
other Loan Document to the Loan Agreement shall mean and be a reference to such
Loan Agreement as amended hereby.
(b) Except as
expressly amended hereby, the Loan Agreement shall remain in full force and
effect and is hereby ratified and confirmed by the parties hereto.
4. Miscellaneous. (a) THIS
AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. EACH
OF THE PARTIES TO THIS AMENDMENT AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY
FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER LOS ANGELES COUNTY,
CALIFORNIA IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO THIS AMENDMENT OR
ANY LOAN DOCUMENT AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT
SOLELY IN ANY SUCH COURT. 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) All
reasonable costs and expenses incurred by the Agent in connection with this
Amendment (including reasonable attorneys’ costs) shall be paid by the
Borrowers.
(c) Headings
used herein are for convenience of reference only and shall not affect the
meaning of this Amendment.
(d) 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]
3
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.
|
PARENT:
|
||
|
CONN’S,
INC.,
|
||
|
a
Delaware corporation
|
||
|
By:
|
/s/ Michael J. Poppe
|
|
|
Name:
|
Michael J. Poppe
|
|
|
Title:
|
Chief Financial Officer
|
|
|
BORROWERS:
|
||
|
CONN APPLIANCES,
INC.,
|
||
|
a
Texas corporation
|
||
|
By:
|
/s/ Michael J. Poppe
|
|
|
Name:
|
Michael J. Poppe
|
|
|
Title:
|
Chief Financial Officer
|
|
|
CONN
CREDIT I, LP,
|
||
|
a
Texas limited partnership
|
||
|
By:
|
Conn
Credit Corporation, Inc.,
|
|
|
a
Texas corporation,
|
||
|
its
sole general partner
|
||
|
By:
|
/s/ Michael J. Poppe
|
|
|
Name:
|
Michael J. Poppe
|
|
|
Title:
|
Chief Financial
Officer
|
|
S-1
|
CONN CREDIT CORPORATION,
INC.,
|
||
|
a
Texas corporation
|
||
|
By:
|
/s/ Michael J. Poppe
|
|
|
Name:
|
Michael J. Poppe
|
|
|
Title:
|
Chief Financial
Officer
|
|
S-2
|
AGENT AND
LENDERS:
|
||
|
BANK OF AMERICA,
N.A.,
|
||
|
as
Agent and Lender
|
||
|
By:
|
/s/ John Tolle
|
|
|
Name:
|
John Tolle
|
|
|
Title:
|
Vice
President
|
|
S-3
|
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION
|
||
|
By:
|
/s/ T. C. Wilde
|
|
|
Name:
|
T. C. Wilde
|
|
|
Title:
|
Vice
President
|
|
S-4
|
CAPITAL
ONE, N.A.
|
||
|
By:
|
/s/ Lori S. Mitchell
|
|
|
Name:
|
Lori S. Mitchell
|
|
|
Title:
|
Executive Vice
President
|
|
S-5
|
UNION
BANK, N.A., formerly known as
UNION
BANK OF CALIFORNIA, N.A.
|
||
|
By:
|
/s/ Peter Ehlmger
|
|
|
Name:
|
Peter Ehlmger
|
|
|
Title:
|
Vice
President
|
|
S-6
|
COMPASS
BANK
|
||
|
By:
|
/s/ Stuart Murray
|
|
|
Name:
|
Stuart Murray
|
|
|
Title:
|
Senior Vice President
|
|
S-7
Exhibit
10.2
AMENDMENT
NO. 3 TO SECOND AMENDED AND RESTATED
NOTE PURCHASE AGREEMENT
NOTE PURCHASE AGREEMENT
This
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this
“Amendment”),
dated to be effective as of January 30, 2010 (the “Effective Date”) is
made among CONN FUNDING II, L.P. (the “Issuer”), CONN
APPLIANCES, INC. (“Conn Appliances”),
THREE PILLARS FUNDING LLC (f/k/a Three Pillars Funding Corporation), JPMORGAN
CHASE BANK, N.A., PARK AVENUE RECEIVABLES COMPANY, LLC and SUNTRUST ROBINSON
HUMPHREY, INC. 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, between the Issuer and the
Wells Fargo Bank, National Association (as successor to Wells Fargo Bank
Minnesota, National Association), as Trustee (the “Trustee”) or, if not
defined therein, in that certain Amended and Restated Series 2002-A Supplement,
dated as of September 10, 2007, as amended from time to time, between the
Issuer and the Trustee.
Background
A. The
parties hereto have entered into the Second Amended and Restated Note Purchase
Agreement, dated as of August 14, 2008, among the parties hereto (as
amended from time to time, the “Note Purchase
Agreement”) to finance the purchase of Receivables by the Issuer from
Conn Appliances, Inc.
B. The
parties hereto wish to amend the Note Purchase Agreement.
C. The
parties hereto are willing to agree to such an amendment, all as set out in this
Amendment.
D. The
parties hereto have determined that the terms and provisions of this Amendment
are not material for purposes of Section 7.3(a) of the Note Purchase
Agreement.
Agreement
1. Amendments to the Note Purchase
Agreement. The Note Purchase Agreement is hereby amended as
follows:
a. The
defined term “Leverage Ratio” in Section 1.1 of the
Note Purchase Agreement is hereby amended and restated as
follows:
“Leverage Ratio” has
the meaning specified in the ABL Agreement as amended by the First Amendment
thereto dated to be effective as of January 30, 2010 (without giving
effect to any future amendment, supplement or other modification to the ABL
Agreement).
b. The
defined term “Fixed Charge Coverage Ratio” is hereby added to Section 1.1 of the
Note Purchase Agreement:
“Fixed Charge Coverage
Ratio” has the meaning specified in the ABL Agreement as amended by the
First Amendment thereto dated to be effective as of January 30, 2010 (without
giving effect to any future amendment, supplement or other modification to the
ABL Agreement).
c. The
term “Minimum Fixed Charge Coverage Ratio” in Section 1.1 of the
Note Purchase Agreement is hereby deleted in its entirety.
d. Section 7.6(a) of the
Note Purchase Agreement is hereby amended and restated in its entirety as
follows:
Parent and Issuer shall cause
Consolidated Parent to, on a consolidated basis with its Subsidiaries, maintain
(i) a Fixed Charge Coverage Ratio at least equal to 1.30:1.00 measured monthly
on the last day of the month for the month ending February 28, 2010 and
thereafter measured quarterly as of the last day of each Fiscal Quarter, in each
case on a trailing twelve month basis and (ii) a Leverage Ratio not greater than
the ratio set forth below for each Fiscal Quarter or month, as applicable,
during the specified period, measured as of the last day of each Fiscal Quarter
or month, as applicable:
|
Period
|
Ratio
|
|
Month
ending February 28, 2010
|
4.00:1.00
|
|
Fiscal
Quarter ending April 30, 2010 and each
Fiscal
Quarter thereafter
|
4.00:1.00
|
The Fixed
Charge Coverage Ratio and the Leverage Ratio for the month ending February 28,
2010, shall be calculated and reported to the Administrator and the Funding
Agent by March 12, 2010
e. Section 7.6 of the
Note Purchase Agreement is hereby amended by adding a new subsection (c) as
follows:
The Issuer hereby agrees that it shall,
and shall cause the Seller, the Servicer, Wells Fargo Bank, National Association
(f/k/a Wells Fargo Bank Minnesota, National Association), as back-up servicer
(the “Back-Up
Servicer”) and the Trustee, and shall obtain all other consents necessary
to, enter into amendments to one or more Transaction Documents (including,
without limitation, the Note Purchase Agreement, the Series Supplement and the
Servicing Agreement, as applicable) and the Back-Up Servicing Agreement (as
defined in the Base Indenture) (each such amendment, a “Restructuring
Amendment”, and collectively, the “Restructuring
Amendments”) on or prior to March 5, 2010, which shall provide for, among
other things, (i) the payment to or the agreement to pay to the Administrator
and the Funding Agent (or their designees) of structuring and other fees by the
Seller, as determined by the Administrator and the Funding Agent, (ii) a
reduction in each of the Commitment and the tenor of the Notes and an increase
in the interest rate applicable to the Notes, each as required by the
Administrator and the Funding Agent and (iii) such other terms as the
Administrator or the Funding Agent shall request, in each case in form and
substance satisfactory to the Administrator and the Funding Agent (it being
understood and agreed that none of the Administrator, the Funding Agent, the
Conduit Purchaser, the Committed Purchaser, Three Pillars nor any Noteholder
shall have any obligation whatsoever to enter into any Restructuring
Amendment). For the avoidance of doubt, each of the parties hereto
hereby acknowledges and agrees that any failure by any party to execute (or, if
required, consent to) the Restructuring Amendments, in form and substance
satisfactory to the Administrator and the Funding Agent or any failure of such
Restructuring Amendments to become effective on or prior to March 5, 2010 shall
constitute a “Series 2002-A Payout Event” as set forth in Section 9(a)(ii) of
the Series Supplement.
2
2. Representations and Warranties; No
Default.
(a) Each
of the Issuer and Conn Appliances, as Seller and as Servicer, hereby represents
and warrants as of the effectiveness of this Amendment that:
(i) as
of the Effective Date and as of the date of this Amendment is executed, no event
or condition has occurred and is continuing which would constitute a Event of
Default, Pay Out Event, Servicer Default or Block Event; and
(ii) its
representations and warranties set forth in the Note Purchase Agreement (as
amended hereby) and the other Transaction Documents are true and correct as of
the Effective Date and as of the date this Amendment is executed, as though made
on and as of such date (except to the extent such representations and warranties
relate solely to an earlier date and then as of such earlier date), and such
representations and warranties shall continue to be true and correct (to such
extent) after giving effect to the transactions contemplated
hereby.
(b) The
Administrator, on behalf of Three Pillars, and the Funding Agent, on behalf of
PARCO and the Committed Purchaser, hereby represent and warrant that together
that they own 100% of the Notes.
3. Effectiveness; Binding Effect;
Ratification.
(a) This
Amendment shall become effective as of the Effective Date and binding on the
parties hereto and their respective successors and assigns upon receipt by the
Administrator and the Funding Agent of (i) executed counterparts hereof from
each of the parties hereto and (ii) the fees and reasonable expenses of the
Administrator and the Funding Agent (including fees of counsel) incurred in
connection with the negotiation, execution and delivery of this
Amendment.
(b) On and
after the execution and delivery hereof, this Amendment shall be a part of the
Note Purchase Agreement as of the Effective Date and each reference in the Note
Purchase Agreement to “this Note Purchase Agreement” or “hereof”, “hereunder” or
words of like import, and each reference in any other Transaction Document to
the Note Purchase Agreement shall mean and be a reference to such Note Purchase
Agreement as amended hereby.
(c) Except as
expressly amended hereby, the Note Purchase Agreement shall remain in full force
and effect and is hereby ratified and confirmed by the parties
hereto.
3
4. 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) All
reasonable costs and expenses incurred by the Conduit Purchasers, the
Administrator, the Funding Agent and the Committed Purchaser in connection with
this Amendment (including reasonable attorneys’ costs) shall be paid by the
Issuer.
(c) Headings
used herein are for convenience of reference only and shall not affect the
meaning of this Amendment.
(d) 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.
(e) In case
any provision in this Amendment shall be held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, this Amendment shall be
and shall be deemed to be void ab initio and unenforceable
in its entirety.
[Signature Page
Follows]
4
IN WITNESS
WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the Effective
Date.
|
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
|
|
|
CONN
APPLIANCES, INC.
|
|||
|
By:
|
/s/ Michael J. Poppe
|
||
|
Name: Michael
J. Poppe
|
|||
|
Title: Chief
Financial Officer
|
|||
Amendment
No. 3 to
2nd
A&R Note Purchase Agreement
S-1
|
THREE
PILLARS FUNDING LLC,
|
|||
|
as a
Conduit Purchaser
|
|||
|
By:
|
/s/ Doris J. Hearn
|
||
|
Name:
|
Doris
J. Hearn
|
||
|
Title:
|
Vice
President
|
||
|
SUNTRUST
ROBINSON HUMPHREY, INC.,
|
|||
|
as
Administrator
|
|||
|
By:
|
/s/ Joseph R. Franke
|
||
|
Name:
|
Joseph
R. Franke
|
||
|
Title:
|
Director
|
||
Amendment
No. 3 to
2nd
A&R Note Purchase Agreement
S-2
|
JPMORGAN
CHASE BANK, N.A., as Committed
Purchaser
and Funding Agent
|
|||
|
By:
|
/s/ Scott Cornelis
|
||
|
Name:
|
Scott
Cornelis
|
||
|
Title:
|
Vice
President
|
||
|
PARK
AVENUE RECEIVABLES COMPANY LLC,
as a
Conduit Purchaser
|
|||
|
By:
JPMorgan Chase Bank, N.A.,
|
|||
|
its
attorney-in-fact
|
|||
|
By:
|
/s/ Scott Cornelis
|
||
|
Name:
|
Scott
Cornelis
|
||
|
Title:
|
Vice
President
|
||
Amendment
No. 3 to
2nd
A&R Note Purchase Agreement
S-3