Amendment No.2 to Series 2002-A Supplement dated 7/01/2004



 Exhibit 10.12.2 
  
 AMENDMENT NO. 2 TO SERIES 2002-A SUPPLEMENT 
  
 This AMENDMENT NO. 2 TO SERIES 2002-A SUPPLEMENT, dated as of July 1, 2004 (this “Amendment”) is made
between CONN FUNDING II, L.P. (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wells Fargo Bank Minnesota, National Association), as Trustee (the “Trustee”). 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, the “Base Indenture”), between the Issuer and the Trustee or, if not
defined therein, in the that certain Series 2002-A Supplement, dated as of September 1, 2002 (as amended from time to time, the “Series Supplement”), between the Issuer and the Trustee. 
  
 Background 
  
 A. The parties hereto have entered into the Base Indenture and the Series
Supplement to finance the purchase of Receivables by the Issuer from each of Conn Appliances, Inc. and CAI, L.P. 
  
 B. The parties hereto wish to amend the Series Supplement. 
  
 C. The parties hereto are willing to agree to such an amendment, all as set out in this Amendment. 
  
 D. The Issuer and the Required Persons have determined that this Amendment is
not material within the meaning of Section 7.3 of the Note Purchase Agreement dated as of September 13, 2002, among the Issuer, Conn Appliances, Inc., CAI, L.P., Three Pillars Funding LLC (f/k/a Three Pillars Funding Corporation) and SunTrust
Capital Markets, Inc. 
  
 Agreement 
  
 1. Amendment of the Series Supplement. The definition of “Maximum
Principal Amount” set forth in Section 1 of the Series Supplement is hereby amended and restated in its entirety as follows: 
  
 “Maximum Principal Amount” equals $250,000,000. 
  
 2. Binding Effect; Ratification. (a) This Amendment shall become effective, as of the date first set forth above, when counterparts hereof shall
have been executed and delivered by the parties hereto, and thereafter shall be binding on the parties hereto and their respective successors and assigns. 







 (b) On and after the execution and delivery hereof, this Amendment shall be a part of the Series
Supplement and each reference in the Series Supplement to “this Series Supplement” or “hereof”, “hereunder” or words of like import, and each reference in any other Transaction Document to the Series Supplement shall
mean and be a reference to such Series Supplement as amended hereby. 
  
 (c) Except as expressly amended hereby, the Series Supplement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. 
  
 3. 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) Headings used herein are for convenience of reference only and shall not
affect the meaning of this Amendment. 
  
 (c) 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] 







 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. 
  

			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, not in its individual
 capacity, but solely as Trustee

		
	 By:
	 	 /s/ Melissa Philibert


	 Name:
	 	 Melissa Philibert

	 Title:
	 	 Corporate Trust Officer

	
	 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:
	 	 Secretary/Treasurer



  
 S-1 Amendment No. 2 to Series
2002-A Supplement 








			
	 CONSENTED AND AGREED TO BY:

	
	 THREE PILLARS FUNDING LLC

		
	 By:
	 	 /s/ Evelyn Echevarria


	 Name:
	 	 Evelyn Echevarria

	 Title:
	 	 Vice President

	
	 SUNTRUST CAPITAL MARKETS, INC.,
 as Administrator

		
	 By:
	 	 /s/ James R. Bennison


	 Name:
	 	 James R. Bennison

	 Title:
	 	 Managing Director



  
 S-2 Amendment No. 2 to Series
2002-A Supplement