FOURTH AMENDMENT TO THE REVOLVING CREDIT PROGRAM AGREEMENT
This Fourth Amendment to the Revolving Credit Program Agreement ("Amendment") is
made as of this 23rd day of June, 2003, by and between MILL CREEK BANK, INC., a
Utah state-chartered industrial loan corporation ("Mill Creek Bank") and SELECT
COMFORT CORPORATION, a Minnesota corporation and its subsidiaries ("Select
Comfort"), with its executive offices at 6105 Trenton Lane North, Minneapolis
Minnesota 55442.
WHEREAS, Mill Creek Bank and Select Comfort entered into a Revolving
Credit Program Agreement ("Agreement") executed on May 17, 1999, an Amendment
dated February 20, 2001 regarding the Termination Notice Period (the "First
Amendment"), an Amendment dated April 13, 2001 (the "Second Amendment") and an
Amendment dated June 19, 2002 regarding a Letter of Credit (the "Third
Amendment");
WHEREAS, Mill Creek Bank and Select Comfort desire to amend the
Agreement dated May 17, 1999;
NOW THEREFORE, in consideration of the terms and conditions stated
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mill Creek Bank and Select Comfort
agree as follows:
1. Other than new definitions contained herein, all defined terms
shall have the same meaning in this Amendment as they do in
the Agreement.
2. The First Amendment, which amended Section 8.02 of the
Agreement, shall be deleted in its entirety and will revert
back to Section 8.02 of the Revolving Program Agreement dated
May 17, 1999.
3. The Second Amendment shall be revised by deleting paragraphs
2, 3, 4, 6, 8, 9. All deleted paragraphs shall now revert back
to the Revolving Program Agreement dated May 17, 1999.
4. The Third Amendment dated June 19, 2002 shall be deleted in
its entirety.
5. Section 2.08 of the Agreement, Select Comfort Commitment,
shall be replaced with the following:
Select Comfort agrees to give Mill Creek Bank the right of
first refusal on private label financed business except that
Select Comfort, in its sole discretion, may at anytime give
the right of first refusal for private label financed business
in excess of $70 million to another private label credit
grantor to the extent the Private Label Purchase volume for
the prior consecutive 12 month period is at least $70 million.
Select Comfort guarantees that Mill Creek Bank Retail Program
Purchase volume will be at least 85% of the mix between Retail
and Direct Program Purchases. Select Comfort must provide 30
days prior written notice to Mill Creek Bank and Mill Creek
Bank and Select Comfort must mutually agree upon a list
("List") of stores/districts/states that will be terminated
from the MCB Program in order to maintain the program purchase
mix referred to above.
If a minimum of $40 million in annual net Private Label
Purchase volume is not generated in any year under the
Program, Mill Creek Bank may terminate this program upon 30
days written notice to Select Comfort.
6. Section 2.09, Fees, Discounts and Charges, shall be amended
as follows:
Exhibit A of the Agreement shall be replaced with the attached
Exhibit A.
7. Section 2.10, Marketing Fund, shall be replaced with the
following:
Mill Creek Bank will form a jointly managed marketing fund
("Fund"). The Fund will be jointly managed by Mill Creek Bank
and Select Comfort to be utilized for promotion of the
program. Mill Creek Bank will allocate 10 basis points of net
Purchases to the Fund in each subsequent Program month if the
Program generates a minimum of $100 million in annual net
Purchases during the previous twelve months. If the Program
generates net Purchases that are less than $100 million, the
Fund will be reduced at the discretion of Mill Creek Bank.
Upon termination of the Program any money remaining in the
Fund will be retained by Mill Creek Bank.
8. Section 4.02 (b) shall be deleted and replaced with the
following:
Select Comfort shall forward promptly to Mill Creek Bank, by
mail, telephone, facsimile transmission, or electronically,
completed credit applications.
9. Section 4.04 (a)(iii) and Section 4.04 (b)(iii) shall be
amended by deleting the last sentence in each section and
insert the following in each section:
Authorization may be obtained electronically or by contacting
Mill Creek Bank at a designated phone number established for
the purpose of issuing authorizations under the Program.
10. Section 8.01, Term, shall be replaced with the following:
This Agreement shall continue in full force and effect until
June 30, 2006. Thereafter, the agreement will continue in full
force until either Select Comfort or Mill Creek Bank provides
150 days written notice of its intent to terminate this
Agreement.
Except as expressly amended herein, all terms of the Agreement, and Second
Amendment shall remain in full force and effect and binding upon the parties.
IN WITNESS WHEREOF, Mill Creek Bank and Select Comfort have hereunto set their
hands as of the date first written above.
MILL CREEK BANK, INC. SELECT COMFORT CORPORATION
By: /s/ Shawn R. Gensch By: /s/ Mark A. Kimball
--------------------------- ------------------------------
Its: President Its: Senior Vice President & General Counsel
------------------------ -----------------------------------------