AMENDMENT NO. 2 TO MAJOR APPLIANCE & DIRECT MARKETING AGREEMENT

Exhibit 10.1

AMENDMENT NO. 2 TO MAJOR

APPLIANCE & DIRECT MARKETING AGREEMENT

THIS AMENDMENT NO. 2 TO MAJOR APPLIANCE & DIRECT MARKETING AGREEMENT (“Amendment 2”) is made and entered into effective as of the 1st day of September, 2005 (“Amendment 2 Effective Date”) by and among Gregg Appliances Inc. , an Indiana corporation, with its principal offices at 4151 East 96 ^th Street, Indianapolis, IN 46240 (“Dealer”), GE-Zurich Warranty Management, Inc. , an Illinois corporation, located at Appliance Park, AP6-218, Louisville, KY 40225 (“GEZWM”), and GE Service Management, Inc. , an Illinois corporation, located at Appliance Park, AP6-218, Louisville, KY 40225 (“GESM”), as an amendment to that certain Retail Dealer Agreement (“Agreement”) effective on March 20, 2001 as amended by Amendment 1 effective on May 29, 2002. All defined terms used herein shall have the same meanings ascribed to them in the Agreement. This Amendment No. 2 together with all prior amendments are incorporated by reference into the Agreement such that the Agreement as amended shall become the definitive agreement between the parties.

BASIS OF AMENDMENT

1. Dealer, GEZWM and GESM desire to amend the Agreement between the parties;

2. The parties hereto desire to remove GEZWM as a party to the Agreement and provide for the assumption by GE and/or Assurant (as defined below) of all GEZWM’s responsibilities and liabilities under the Agreement;

3. The parties hereto desire to arrange for GE to take calls and schedule service for all current and future store market areas;

4. The parties hereto desire to arrange for all carry-in shop service and in-home field service under the Service Contracts and Dealer Portfolio contracts (as defined below) to be performed by Customer Care™ service providers in place of Dealer service providers and for GE to assume processing for all Claims; and

5. The parties hereto desire to provide for a Service Contract program on consumer electronics products (“CE”) for Consumers of Dealer.

NOW THEREFORE, in consideration of the mutual covenants and promises as set forth herein, the parties do hereby agree as follows:

1. Parties to the Agreement . The preamble to the Agreement is hereby amended to read as follows:

THIS RETAIL DEALER AGREEMENT (the “Agreement”) is entered into as of this 20 ^TH day of March, 2001 (“Effective Date”) by and among Gregg Appliance Incorporated,

an Indiana corporation, with its principal offices at 4151 East 96 ^th Street, Indianapolis, IN 46240 (“Dealer”), Federal Warranty Service Corporation , located at 260 Interstate North Circle, NW, Atlanta, GA 30339 (“Federal”), Sureway, Inc. , (“Sureway”), American Bankers Insurance Company of Florida (“ABIC”) Sureway and ABIC being located at 11222 Quail Roost Drive, Miami, Florida 33157 (Federal, Sureway and ABIC shall collectively be referred to as “Assurant”), General Electric Company , a New York corporation, through its GE Consumer & Industrial business component, located at Appliance Park, AP6-218, Louisville, KY 40225 (“GE”), and GE Service Management, Inc. , an Illinois corporation, located at Appliance Park, AP6-218, Louisville, KY 40225 (“GESM”).

2. Assignment . Pursuant to the Agreement, Section C.31 – ASSIGNMENT, GEZWM’s responsibilities under the Agreement are hereby assigned to GE and Assurant and GE and Assurant hereby accept assignment of such responsibilities.

3. Claims . The definition of “Claim” in Section B, paragraph 3, is amended to read as follows:

“3. Claim means a completed service or replacement event, whether provided in-home or in shop, made under a valid Service Contract or a Dealer Portfolio contract including the service performed, parts, repair or replacement of Eligible Products and items covered by a valid Service Contract or Dealer Portfolio contract and subject to the terms and conditions of such Service Contract or Dealer Portfolio contract.”

4. The following definitions are hereby added to Section B:

“11. Incurred Losses means the total amount of all claims paid plus the amount for outstanding claims that have been incurred but not paid under Service Contracts at the current calculation date.

12. Ultimate Losses means i) Incurred Losses, plus ii) projected future claims to be paid, as determined by application of actuarial principles, under all non-expired Service Contracts in force as of the calculation date.

13. Projected Loss Ratio means Ultimate Losses divided by Reserves, expressed as a percentage, as of the calculation date for which the accounting is being rendered.

14. Reserve means a dollar amount, set aside by Assurant from Service Fees, that is determined by Assurant based upon relevant historical experience and actuarial principles to be required and necessary to satisfy all Claims under Service Contracts sold inception-to-date.

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15. Dealer Portfolio means all Dealer Service Contracts covering major appliances (“MA”) and CE products in force on the date hereof. Additionally, the term Service Contract, as utilized in the Agreement, shall include Dealer Portfolio.

16. GE/Assurant Portfolio means Service Contracts sold by Dealer covering MA products from March 20, 2001 through August 31, 2005.

17. GE/Assurant New Business means Service Contracts sold by Dealer covering CE products in the new store market areas, as provided in Section 39.a. below, and covering MA and CE products beginning September 1, 2005.”

5. New CE Eligible Products and Service Fees . Exhibit A, Eligible Products, and Exhibit D, Service Fees, are hereby amended to include coverage on CE products and to include the Service Fees payable from the Dealer to GE and Assurant for such coverage all as more fully described on the attached Exhibits A and D . The Service Fees will remain in effect without modification for a period of two (2) years from the Amendment 2 Effective Date, unless otherwise mutually agreed to in writing between the parties. Thereafter the Service Fees are subject to change in accordance with Section C. 7. b. of the Agreement and Section 14 of this Amendment 2.

6. Service Contract Form . Attached as Exhibit C is the most current form of terms and conditions for coverage on MA and CE products and hereby replaces any prior versions of the terms and conditions.

7. MA Service Fee Increase . In accordance with Section C. 7. of the Agreement, Exhibit D, Service Fees, is hereby amended to provide for an increase in Service Fees for MA Eligible Products. The attached Exhibit D hereby replaces any prior versions as of the Amendment 2 Effective Date. The Service Fees will remain in effect without modification for a period of two (2) years from the Amendment 2 Effective Date, unless otherwise mutually agreed to between the parties. Thereafter the Service Fees are subject to change in accordance with Section C. 7. b. of the Agreement and Section 14 of this Amendment 2.

8. Appointment/Territory . Section C.1. of the Agreement is amended to remove the state limitation for the Service Contract program and to expand the territory nationwide. Provided, however, that Dealer agrees to notify GE of new store openings outside of the current states of Illinois, Indiana, Kentucky, Ohio, Tennessee, Georgia and Alabama, North Carolina and South Carolina to enable GE to update the form of Service Contract for state compliance as necessary.

9. Authority and Duties of the Dealer . Section C.2., with regard to Claims processing, Service Level Requirements, compliance with applicable law and service is amended to delete subparagraphs a.(iii) and (iv), c., d., e., h., k. and l. in their entirety.

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10. Exhibit E . Exhibit E, Service Level Requirements is deleted in its entirety and replaced with a new Exhibit E , Confidentiality Agreement, as provided in Section 15 below.

11. Letter of Credit . Section C. 3. contemplates and shall include liability incurred by Dealer for the replacement program provided for in Section 39.b. of this Amendment 2.

12. Dealer Data Files . The first sentence of Section C. 8., subparagraph a, is amended to read as follows:

“a. Dealer shall provide daily sales data files to GE on all Service Contracts sold and canceled at its retail locations in accordance with the attached Exhibit F.”

13. GE Invoices . Section C. 10. is deleted in its entirety and replaced with the following:

“10. GE INVOICES . GE shall invoice Dealer for all Service Fees based on the Service Contract sales information supplied by Dealer. The invoices shall include the following information on each Service Contract: Consumer name, Service Contract purchase date; GE contract number; date of invoice; and dollar amount of Service Fees. Service Fees shall be due and payable and paid by Dealer to GE in accordance with the following schedule by direct electronic debit initiated by GE: In year one following the Amendment 2 Effective Date, payment terms shall be 180 days; in year two payment terms shall be 90 days; in year three payment terms shall be monthly. Dealer will provide GE access to its general operating account for the sole purpose of facilitation of GE’s direct electronic debit of Service Fees. The parties agree that the method, content, timing and terms of GE invoices may be amended as mutually agreed by the parties by letter or other written communication that sets forth the amendment and is signed by authorized representatives of the parties. The parties further agree that any amounts outstanding from Dealer and not timely paid in accordance with the schedule above shall accrue interest at the rate of one percent (1%) per month.”

14. Term and Termination . Section C.15 is deleted in its entirety and replaced with the following:

“15. TERM AND TERMINATION .

a. Term . This Agreement shall be for a period of three (3) years from the Amendment 2 Effective Date (the “Initial Term”) and shall renew automatically thereafter for successive one (1) year periods (each a “Renewal Term”), unless earlier terminated as provided herein. The Initial Term, as extended by one or more Renewal Terms, shall be collectively referred to herein as the “Term.”

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b. Termination .