AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

                                                                 EXHIBIT 10.12.4

                 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
                             NOTE PURCHASE AGREEMENT


         This   AMENDMENT   NO. 1 TO SECOND   AMENDED AND   RESTATED   NOTE   PURCHASE
AGREEMENT,   dated as of August 28,   2008 (this   "Amendment")   is made among CONN
FUNDING II, L.P. (the "Issuer"),   CONN   APPLIANCES,   INC., THREE PILLARS FUNDING
LLC (f/k/a Three Pillars Funding   Corporation),   JPMORGAN CHASE BANK, N.A., PARK
AVENUE RECEIVABLES COMPANY, LLC and SUNTRUST ROBINSON HUMPHREY, INC. 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,   between   the Issuer and the Wells   Fargo   Bank,   National   Association
(successor by merger to Wells Fargo Bank Minnesota,   National   Association),   as
Trustee (the "Trustee") or, if not defined therein,   in that certain Amended and
Restated   Series 2002-A   Supplement,   dated as of September 10, 2007, as amended
from time to time, between the Issuer and the Trustee.

                                   Background

         A. The parties hereto have entered into the Second Amended and Restated
Note Purchase   Agreement,   dated as of August 14, 2008, among the parties hereto
(as amended from time to time,   the "Note   Purchase   Agreement")   to finance the
purchase of Receivables by the Issuer from Conn Appliances, Inc.

         B. The parties hereto wish to amend the Note Purchase Agreement.

         C. The parties hereto are willing to agree to such an amendment, all as
set out in this Amendment.

                                    Agreement

         1. Amendments of the Note Purchase Agreement.

         (a)   Section 1 of the Note   Purchase   Agreement   is hereby   amended   by
amending and restating the following definition in its entirety:

                  "Fee Letters" means each of the following   letter   agreements:
         (i) that certain   Third   Amended and   Restated Fee Letter,   dated as of
         August 28, 2008,   as amended from time to time,   between the Issuer and
         the   Administrator   setting forth certain fees payable by the Issuer in
         connection   with the   purchase   of Notes by the   Administrator   for the
         benefit of Three Pillars and (ii) that certain Amended and Restated Fee
         Letter,   dated as of August 28,   2008,   as   amended   from time to time,
         between the Issuer and the Funding   Agent   setting   forth   certain fees
         payable by the Issuer in   connection   with the purchase of Notes by the
         Funding Agent for the benefit of PARCO.

         (b)   Section 1 of the Note   Purchase   Agreement   is hereby   amended   by
amending and restating the following definition in its entirety:

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                  "Tranche A Purchase   Expiration Date" means the earlier of (i)
         August   13,   2009   (as   such   date may be   extended   from   time to time
         pursuant   to   Section   2.4) and (ii) the date of the   occurrence   of an
         Event of Default, Payout Event or Servicer Default.

         (c) The first sentence of Section 7.8 of the Note Purchase Agreement is
hereby amended and restated in its entirety as follows:

         The   Issuer   and   the   Seller   hereby   agree   to   promptly   notify   the
         Administrator,   Funding   Agent and each   Rating   Agency then rating any
         outstanding   Series of the Issuer of any amendment or   modification   to
         the transac