Second Amendment to Amended and Restated Security Agreement dated March 15, 2012



 Exhibit 10.5.4 
 SECOND AMENDMENT TO 
 AMENDED AND RESTATED 

LOAN AND SECURITY AGREEMENT 
 This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated to be effective as of March 15, 2012 (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, individually, a “Borrower” and collectively, the “Borrowers”), the banks and other financial institutions identified as
“Lenders” on the signature pages hereof (the “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent for the Lenders (“Agent”). 

Background 
 A. Parent, Borrowers, Agent and certain of the Lenders (“Existing Lenders”) have entered into an Amended and Restated Loan and Security Agreement, dated as of November 30, 2010, (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. Agent and Lenders have agreed to amend certain terms of the Loan Agreement subject to the terms and conditions set forth herein.

 NOW THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth
and for other good and valuable consideration, Parent, Borrowers, Agent and Lenders hereto hereby agree as follows: 

Agreement 

1. Amendment to the Loan Agreement. 
 (a) Contract Advance Rate Amount. Effective January 31, 2012, clause (a) of the term “Contract Advance Rate Amount” as defined in Section 1.1 of the Loan Agreement
is hereby deleted in its entirety and the following is substituted therefor: 
 (a) the Contract Advance Rate Amount shall be
reduced by 1% for each whole percentage or fraction thereof that the Collateral Adjustment Percentage exceeds 17%; and 
 (b)
Restrictions on Payment of Certain Debt. Section 10.2.8 of the Loan Agreement is hereby amended by adding clause (c) thereto as follows: 
 (c) Make any payment with respect to a Permitted ABS Facility, other than the monthly payments and the final maturity payment required under the terms of the Permitted ABS Facility, unless immediately
before and after giving effect to any such repayment no Default or Event of Default exists and Availability exceeds the greater of (x) $40,000,000 and (y) 10% of the Borrowing Base. 







 (c) Securitization Contracts. Section 10.2.22 is hereby added to the Loan
Agreement as follows: 
 10.2.22 Securitization Contracts. Upon the termination of a Permitted ABS Facility all
Securitization Contracts with respect to such facility shall be assigned and transferred to a Borrower. 
 2. Consents.

 (a) Borrowers have informed Agent in the ordinary course of business they will be selling (each such sale, a
“Charged-off Contract Disposition”) Contracts which the Borrowers have charged off (each such Contract, a “Defaulted Contract”). As Charged-off Contract Dispositions are restricted by Section 10.2.6 of
the Loan Agreement, Borrowers have requested that Agent and Lenders consent to Charged-off Contract Dispositions currently contemplated and which may arise in the future. Agent and Lenders hereby consent to all Charged-off Contract Dispositions so
long as (i) Agent has reviewed and approved the sale documentation as well as the proposed Defaulted Contracts that are being sold and (ii) immediately before and after each Charged-Off Contract Disposition no Default or Event of Default
exists. Agent and Lenders agree that upon the consummation of Charged-off Contract Disposition, Agent’s Lien in the Defaulted Contracts shall be released and Agent shall file a UCC-3 amendment releasing its Lien in the Defaulted Contracts.

 (b) Borrowers have informed Agent that CCI intends to enter into a securitization transaction whereby CCI will sell certain
Contracts (randomly selected) to a Securitization Subsidiary which will enter into a securitization facility with the securitization investors for the purpose of financing the purchased Contracts (“Proposed ABS Facility”). As set
forth in the Loan Agreement, Borrowers and their Subsidiaries are not permitted to enter into a securitization facility without the consent of Agent and Lenders. Lenders hereby consent to the Proposed ABS Facility and agree that such facility will
be deemed a Permitted ABS Facility so long as (a) the aggregate amount of Debt issued under Proposed ABS Facility is not in excess of $125,000,000, (b) the Proposed ABS Facility satisfies all of the conditions of a Permitted ABS Facility
(other than the consent of Lenders), (c) no Default or Event of Default exists immediately prior to and after the consummation of the Proposed ABS Facility, (d) Agent has reviewed and approved the structure and all documents related to the
Proposed ABS Facility, (e) net proceeds of the Proposed ABS Facility are applied against the Obligations, and (f) Availability is not less immediately after consummation of the Proposed ABS Facility than immediately prior to the
consummation of the Proposed ABS Facility. 
 (c) The waivers and consents set forth in this Paragraph 2 shall be effective only
in this specific instance and for the specific purpose for which they are given, and the waivers and consents shall not entitle any Borrower to any other or further waiver or consent in any similar or other circumstances. The waivers and consents
set forth above shall be limited precisely as written and shall not be deemed to (a) be a waiver or modification of any other term or condition of the Loan Agreement or any other Loan Document or (b) prejudice any right or remedy which
Agent or any Lender may now have or may have in the future under or in connection with the Loan Agreement or any other Loan Document. 

  
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 3. 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). 

4. Effectiveness. This Amendment (and the consents and waivers set forth herein) 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. 
 5.
Binding Effect; Ratification 
 (a) Upon the effectiveness of this Amendment and thereafter this Amendment shall be
binding on the Agent, Borrowers and Lenders and their respective successors and assigns. 
 (b) 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. 
 (c) 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. 
 6. 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. 

  
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 (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] 

  
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 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:	 	Executive Vice President and 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



  
 Second
Amendment to A&R Loan and Security Agreement 








 
			
	 CONN CREDIT CORPORATION, INC.,
 a Texas corporation

		
	By:	 	/s/ Michael J. Poppe
	Name:	 	Michael J. Poppe
	Title:	 	Chief Financial Officer



  
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Amendment to A&R Loan and Security Agreement 








 
			
	 AGENT AND LENDERS:
  

BANK OF AMERICA, N.A.,
 as Agent and
Lender

	
	By: /s/ Bobby P.S. Bans                    
	Name: Bobby P.S. Bans
	Title: Vice President



  
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Amendment to A&R Loan and Security Agreement 








 
			
	JPMORGAN CHASE BANK, N.A.
	
	By: /s/ Timothy J.
Whitefoot                        
	Name: Timothy J. Whitefoot
	Title: Vice President



  
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Amendment to A&R Loan and Security Agreement 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	
	By: /s/ Casey P.
Johnson                        
	Name: Casey P. Johnson
	Title: Senior Vice President



  
 Second
Amendment to A&R Loan and Security Agreement 








 
			
	CAPITAL ONE, N.A.
		
	By:	 	/s/ David H. Sherer
	Name: David H. Sherer
	Title: Vice President


 Second Amendment to A&R Loan and Security Agreement 







 
			
	UNION BANK, N.A.
		
	By:	 	/s/ Nadia Mitevska
	Name: Nadia Mitevska
	Title: Vice President


 Second Amendment to A&R Loan and Security Agreement 







 
			
	COMPASS BANK
		
	By:	 	/s/ Mike Sheff
	Name: Mike Sheff
	Title: Senior Vice President


 Second Amendment to A&R Loan and Security Agreement 







 
			
	REGIONS BANK
		
	By:	 	/s/ Alan Schnacke
	Name: Alan Schnacke
	Title: Senior Vice President


 Second Amendment to A&R Loan and Security Agreement 







 
			
	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Gil Maneclang
	Name: Gil Maneclang
	Title: Vice President


 Second Amendment to A&R Loan and Security Agreement 







 
			
	AMEGY BANK
		
	By:	 	/s/ Mark L. Wayne
	Name:	 	Mark L. Wayne
	Title:	 	Senior Vice President


 Second Amendment to A&R Loan and Security Agreement 







 
			
	COMMUNITYBANK OF TEXAS, N.A.
		
	By:	 	/s/ Mike Peyton
	Name:	 	Mike Peyton
	Title:	 	EVP


 Second Amendment to A&R Loan and Security Agreement 







 
			
	CATHAY BANK
		
	By:	 	/s/ Humberto Campos
	Name:	 	Humberto Campos
	Title:	 	First Vice President


 Second Amendment to A&R Loan and Security Agreement 

  
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	GREEN BANK, N.A.
		
	By:	 	/s/ Katie Sandoval
	Name:	 	Katie Sandoval
	Title:	 	Senior Vice President


 Second Amendment to A&R Loan and Security Agreement