Exhibit 10.19.1
AMENDMENT #1 TO DEALER AGREEMENT
ASSIGNMENTS, CONFIDENTIALITY, T&Cs
THIS
AMENDMENT
#1 (herein "Amendment") to the Dealer Agreement
("Agreement") is made
this ___ day of July, 2005 with an effective date of July
1, 2005 ("Effective
Date") by and among
Conn Appliances, a
Texas corporation
("Conn"), CAI, L.P., a Texas limited partnership ("CAILP"),
Conn and CAI
having
their principal places of business at 3295 College Street,
Beaumont, Texas 77701
(except where otherwise noted, Conn and CAI collectively
herein referred to
as
"Dealer"), Federal
Warranty Service Corporation, an Illinois corporation having
its principal place of business at 260 Interstate North Circle, SE,
Atlanta, GA
30339 ("Federal"),
and Voyager Service
Programs, Inc., a
Florida
corporation
having its principal
place of business at 11222 Quail Roost Drive, Miami,
Florida 33157 ("Voyager").
WHEREAS, Dealer
and Voyager entered into a "Dealer Agreement" stated as
effective January 1,
1998 (the "Agreement")
concerning
the sale by Dealer
of
Service Contracts covering certain specified merchandise sold by Dealer,
under
which Service
Contracts Voyager was
the obligor, and which
Service Contracts
were administered by Dealer; and
WHEREAS, The
parties desire for Federal to assume the rights and duties
of
Voyager under
the Agreement, and to provide for the replacement of the
contractual liability
insurance policy by a different insurer affiliate of
Federal; and
WHEREAS, The
parties desire for CAILP to assume the
rights and duties of Conn
under the Agreement.
NOW THEREFORE, in
consideration of the
mutual covenants and promises set forth
herein and in the Agreement, the parties do hereby agree as
follows:
1. Voyager
hereby assigns, and Federal hereby assumes, all of the rights,
duties and obligations of Voyager under the Agreement.
2. Conn hereby
assigns, and CAILP
hereby assumes, all of
the rights, duties
and
obligations of Dealer under the Agreement.
3. Exhibit A of
the Agreement is hereby replaced by the attached Amendment #1
Exhibit A. Dealer shall implement the new Service Contract forms set forth
in
Exhibit A, and shall cease printing, offering, selling or issuing any
other Service Contract
forms, no later than
the date selected by Federal,
which shall not be sooner than ninety (90) days after the effective
date of
this
Amendment #2, and shall reasonably reflect the time needed by
Dealer
to
complete such
implementation.
Dealer shall
provide Federal at least
thirty (30) days' notice prior to the actual implementation date selected
by
Dealer. Dealer shall
destroy all Service
Contract forms which do not
comply with the
attached Exhibit A not later than thirty (30) days
following the actual implementation date herein referenced.
4. All
references within the Agreement to "Voyager," excluding references to
"Voyager Property & Casualty Insurance Company" but including
references
within other
terms such as "Voyager Fee" which incorporate the name
"Voyager," are hereby changed to "Federal."
5. Paragraph
13 Notices of the Agreement, is hereby amended to indicate
Federal's and Dealer's addresses for notices as:
If
to Federal: Federal Warranty
Service Corporation
260 Interstate North Circle, SE,
Atlanta, Georgia 30339-2110
Attn: President
With copy to:
American Bankers Insurance Company of Florida
11222 Quail Roost Drive
Miami, Florida 33157-6596
Attn: PPP Channel Attorney
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<PAGE>
If
to Dealer: CAI, L.P.
3295 College Street
Beaumont, Texas 77701
Attn: Mr. Thomas Franks
6. All
references
within the Agreement to "Voyager Property & Casualty
Insurance Company"
and "VP&C" are hereby changed to "American Bankers
Insurance Company" and "ABIC" respectively.
7. Not later
than the
implementation date
referenced in
Paragraph 2 of this
Amendment #1,
Federal shall obtain a
replacement
contractual
liability
insurance policy from American Bankers Insurance Company of Florida. Upon
issuance of the new
American Bankers policy, Dealer agrees that the
previous policy issued
by Voyager Property
& Casualty
Insurance Company
shall be cancelled,
however the previous
policy will continue
to provide
coverage for
Voyager-obligor
Service Contracts issued prior to such
cancellation.
8. The
"Confidentiality
and Non-Disclosure Agreement" attached hereto as
Amendment #1 Exhibit
B, shall be executed
by the parties and
attached to
and
made part of the Agreement as Exhibit E.
IN WITNESS HEREOF, the parties have signed this Amendment effective
as of the
date first above written.
Voyager Service Programs, Inc.
Conn Appliances, Inc.
By: /s/ Joe Erderman
By: /s/ David
Atnip 7/21/05
----------------------------------
----------------------------------
Title: Vice President
Title: Treasurer
-------------------------------
--------------------------------
Federal Warranty Service Corporation
CAI, L.P.
By: /s/ Joe Erderman
By: /s/ David Atnip
7/21/05
----------------------------------
-----------------------------------
Title: Vice President
Title: Treasurer
-------------------------------
-------------------------------
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<PAGE>
AMENDMENT #1 EXHIBIT A (Agreement Exhibit A)
SAMPLE SERVICE CONTRACT FORM
SERVICE AGREEMENT
In
consideration
of the amount paid on the invoice for this Service
Agreement
("Agreement"), and
except as hereinafter provided, Federal Warranty
Service Corporation will make all necessary repairs and replacement
of parts for
the appliance or product identified on this invoice at the owner's
address as
identified on
the invoice. Pre-existing conditions are included in this
Agreement. This Agreement is not a contract of Insurance.
TERMS AND CONDITIONS
(1)
Service shall be
rendered during normal
working hours and
within the
territory normally
serviced by Federal
Warranty Service
Corporation
retained and qualified service administrators.
(2)
This Agreement excludes (a) damages caused by spillage of liquids,
failure to maintain proper operating fluid levels, insect
infestations
or by other improper
or negligent use of
the products;
(b) damages
caused by corrosion
or rust; (c) theft or damage caused by flood,
fire, hurricane,
tornado, or all other acts of God; (d)
consumable
items such as knobs,
cabinetry,
trim, antennas, software, disks,
needles, cartridges, glass, bulbs, belts, blades, tires, oil,
filters,
spark plugs,
batteries, etc.; (e)
commercial use of the product; (f)
routine cleaning and
maintenance of
products, as detailed
in owners
manual, such as air
conditioners and lawn
and garden products;
(g)
Special, consequential or indirect damages, whether by contract,
tort,
or negligence; (h) repair or replacement covered by the
manufacturer's
warranty; (i)
verified food loss damages in excess of $ 150 on
refrigerators and $ 250 on freezers; (j) damages/repairs covered by
owner's other
insurance coverages; or (k) use of the product in a
manner which would void the manufacturer's warranty before or after
the warranty period.
(3)
Owner has the
right at any time to
request in writing to Federal
Warranty Service
Corporation or its designated service administrator
the cancellation of
this Agreement.
Owner may return this
Agreement
within twenty (20)
days of the date this
Agreement was
provided to
them, or within ten
(10) days if the
Agreement was
delivered at the
time of sale. If no claim was made, the Agreement is void and the
full
purchase price will be refunded. A penalty fee of ten (10) percent
of
the amount outstanding
per month on a refund
that is not made within
forty-five (45) days will be paid. These provisions apply only to
the
original purchaser of
the Agreement
and will not be
extended to any
additional owners for the product. In the event the seller cancels
the
Agreement, a written
notice will be mailed
to the last known address
at least five (5) days prior to cancellation, which shall state the
effective
date of cancellation and the reason for cancellation.
However, prior notice
is not required if the reason for cancellation
is nonpayment
of the provider fee, a material misrepresentation
relating to the covered property or its use, or a
substantial breach
of duties relating
to the covered product or its use. Seller may
cancel this Agreement
at any time and a
refund of 100% of the amount
paid will be made to the owner. Any refunds made by Seller will be
less the amounts paid on the owner's behalf for repairs.
(4)
Our obligations under this Agreement are guaranteed by an
insurance
policy issued by American Bankers Insurance Company of Florida. If a
covered claim is not
paid within sixty (60)
days after proof of loss
has been filed,
you may file a claim directly with the Insurance
Company. Please call 1-800-842-2244.
(5)
This Agreement is
subject to review by seller before being considered
for renewal.
(6)
Federal Warranty Service Corp's limit of
liability is the replacement
value of the product.
a. Should
Federal Warranty Service Corporation be unable to repair a
product due to
part unavailability, or other circumstances,
Federal Warranty Service Corporation may choose,
at its option,
to either replace it
with a product of like value, a refurbished
product, or credit monies towards the purchase of a new
product.
b. If a product
is replaced under the terms of this Agreement, the
customer may purchase a new Agreement at new product pricing.
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<PAGE>
(7)
This Agreement is transferable upon Federal Warranty Service
Corporation or its service administrator receiving a written request
from the original owner.
This instrument
sets forth the
entire agreement between the
parties and no
representation,
promise or condition
not contained
herein shall modify its terms. If services are required
that are not
included in this Service Agreement, they will by provided at
regular
repair rates.
Federal Warranty
Service Corporation has retained CAI, LP
("Conn's"), as
its service administrator. Conn's provides customer
assistance at these locations and telephone numbers:
<TABLE>
<CAPTION>
Area
Service Center Address
Telephone
<S>
<C>
<C>
<C>
Dallas
Corpus Christi
Orange-Port Arthur-Bridge City 2686 Laurel,
Beaumont ,TX 409
735 7166
Beaumont
2686 Laurel,
Beaumont ,TX 409
832 9938
Lake
Charles
2678 Laurel,
Beaumont, TX 800
634 7118
Houston Area
635 Blue Bell,
Houston, TX
281 591 6611
San
Antonio
1974 S. Alamo,
San Antonio, TX 210 354 1000
Lafayette
2910 JohnstonSt,
Lafayette, LA 318 233
8427
</TABLE>
ARBITRATION PROVISION
---------------------
READ
THE FOLLOWING ARBITRATION PROVISION ("PROVISION") CAREFULLY. IT
LIMITS
CERTAIN OF YOUR RIGHTS, INCLUDING YOUR RIGHT TO OBTAIN RELIEF OR DAMAGES
THROUGH COURT ACTION.
As
used in this
Provision, "You" and
"Your" mean the person or persons
named in this [Service
Agreement], and all of
his/her heirs,
survivors,
assigns and
representatives.
And, "We" and "Us" shall mean the
Obligor
identified above
and shall be deemed to include all of its agents,
affiliates, successors
and assigns, and any retailer or distributor of its
products, and all of
the dealers,
licensees, and
employees of any of the
foregoing entities
Any
and all claims,
disputes, or
controversies of any
nat
