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