EX-10.5.6 2 ex10_56.htm EXHIBIT 10.5.6 ex10_56.htm

Exhibit 10.5.6
 
BANK OF AMERICA, N.A.
 
March 27, 2013
 
Conn’s, Inc.
Conn Appliances, Inc.
Conn Credit I, LP
Conn Credit Corporation, Inc.
4055 Technology Forest Drive
The Woodlands, Texas 77381
Attn:       Mr. Brian Taylor, CFO
 
 
RE:
Increase in Commitments
 
Ladies and Gentlemen:
 
Reference is hereby made to that certain Second Amended and Restated Loan and Security Agreement (“Loan Agreement”) dated as of September 26, 2012, among Conn’s, Inc., a Delaware corporation (“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 the “Borrowers”), Bank of America, N.A. (“Bank of America”), as administrative agent and collateral agent (in such capacity, “Agent”) for various lenders party thereto (“Lenders”), JPMorgan Chase Bank, National Association, as co-syndication agent for the Lenders, Union Bank, N.A., as co-syndication agent for the Lenders, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runner and co-lead arranger for the Lenders, J.P. Morgan Securities LLC, as joint book runner and co-lead arranger for the Lenders, Regions Business Capital, a division of Regions Bank, as co-documentation agent for the Lenders, Compass Bank, as co-documentation agent for the Lenders, and Capital One, N.A., as co-documentation agent for the Lenders.  Initially capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
 
Pursuant to Section 2.2 of the Loan Agreement, each of the following Lenders (each an “Increasing Lender” and collectively, the “Increasing Lenders”) have notified Agent that each Increasing Lender (who is currently a Lender under the Loan Agreement) has agreed to increase its Revolver Commitment to the amount set forth opposite such Increasing Lender’s name:
 
JPMorgan Chase Bank, National Association
  $ 80,000,000  
Regions Bank
  $ 75,000,000  
Compass Bank
  $ 50,000,000  
Capital One, N.A.
  $ 50,000,000  
 
Agent, Borrowers and each Increasing Lender hereby agree that effective on March 27, 2013 (“Increase Effective Date”) the each Increasing Lender’s Revolver Commitment shall be increased to the amount set forth above with respect to each Increasing Lender.  Upon the effectiveness of such Revolver Commitment increase the Revolver Commitments of Lenders shall be as set forth in Schedule 1.1 attached hereto.
 
 
 

 
 
Conn’s, Inc.
Conn Appliances, Inc.
Conn Credit I, LP
Conn Credit Corporation, Inc.
March 27, 2013
Page 2 of 5
 
By its execution below each Borrower hereby represents and warrants to Agent, for the benefit of the Lenders, (i) that as of the date hereof all of the conditions set forth in Section 6.2 of the Loan Agreement are satisfied and no Default or Event of Default has occurred and is continuing, and (ii) attached is the duly executed Officer’s Certificate as requested by Agent in connection with the increase in Revolver Commitments set forth herein.
 
This letter shall constitute a Loan Document and shall be subject to the provisions regarding governing law, waiver of jury trial, jurisdiction and venue applicable to the Loan Agreement.
 
This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  Delivery of an executed counterpart of this letter by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this letter.  Any party delivering an executed counterpart of this letter by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart of this letter, but the failure to do so shall not affect the validity, enforceability or binding effect of this letter.
 
 
BANK OF AMERICA, N.A.,
 
 
as Agent
 
       
 
By:
/s/ Carlos Gil
 
 
Name:
Carlos Gil
 
 
Title:
Senior Vice President
 
 
 
 

 

Conn’s, Inc.
Conn Appliances, Inc.
Conn Credit I, LP
Conn Credit Corporation, Inc.
March 27, 2013
Page 3 of 5
 
Read, acknowledged, and agreed to by:

“BORROWER”

CONN APPLIANCES, INC.,
a Texas corporation

By:
/s/ Brian E. Taylor
 
Name:
Brian E. Taylor
 
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/ Brian E. Taylor
 
Name:
Brian E. Taylor
 
Title:
Chief Financial Officer
 

CONN CREDIT CORPORATION, INC.,
a Texas corporation

By:
/s/ Brian E. Taylor
 
Name:
Brian E. Taylor
 
Title:
Chief Financial Officer
 

 
 

 

Conn’s, Inc.
Conn Appliances, Inc.
Conn Credit I, LP
Conn Credit Corporation, Inc.
March 27, 2013
Page 4 of 5
 
“Increasing Lenders”

JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION,
as Increasing Lender

By:
/s/ Timothy J. Whitefoot
 
Name:
Timothy J. Whitefoot
 
Title:
Authorized Officer
 

REGIONS BANK,
as Increasing Lender

By:
/s/ Dan Clubb
 
Name:
Dan Clubb
 
Title:
Vice President
 

CAPITAL ONE, N.A.,
as Increasing Lender

By:
/s/ David H. Sherer
 
Name:
David H. Sherer
 
Title:
Senior Vice President
 

COMPASS BANK,
as Increasing Lender

By:
/s/ Mitchell Sanders
 
Name:
Mitchell Sanders
 
Title:
Credit Products Officer
 

 
 

 
 
Conn’s, Inc.
Conn Appliances, Inc.
Conn Credit I, LP
Conn Credit Corporation, Inc.
March 27, 2013
Page 5 of 5
 
SCHEDULE 1.1
to
Loan and Security Agreement
 
REVOLVER COMMITMENTS OF LENDERS
 
Lender
 
Revolver Commitment
 
Bank of America, N.A.
  $ 130,000,000  
JPMorgan Chase
  $ 80,000,000  
Bank, National Association
       
Union Bank, N.A.
  $ 75,000,000  
Regions Bank
  $ 75,000,000  
Capital One, N.A.
  $ 50,000,000  
Compass Bank
  $ 50,000,000  
First Tennessee Bank National Association
  $ 25,000,000  
Amegy Bank
  $ 25,000,000  
Synovous Bank
  $ 25,000,000  
Cole Taylor Bank
  $ 20,000,000  
Green Bank, N.A.
  $ 15,000,000  
Cathay Bank
  $ 15,000,000  
Total Revolver Commitments
  $ 585,000,000