THIRD AMENDMENT TO REVOLVING CREDIT PROGRAM AGREEMENT
This Third Amendment to Revolving Credit Program Agreement is made as
of the 19th day of June, 2002 (the "Amendment"), by and between Conseco Bank,
Inc. ("Conseco Bank") and Select Comfort Corporation ("Select Comfort").
Whereas the Conseco Bank (as assignee of Green Tree Financial
Corporation) and Select Comfort entered into a Revolving Credit Program
Agreement dated May 17, 1999, as amended on February 20, 2001 and April 13 2001,
also referred to as Program Agreement, (the "Agreement") governing the terms and
conditions under which Conseco Bank would provide a Program (as defined in the
Agreement, provided furthermore, that all capitalized terms used herein shall
have the meaning attributable to them in the Agreement, unless otherwise defined
herein) to Select Comfort's customers;
Whereas, the Agreement provides for a Reserve Account of One Million
Dollars ($1,000,000.00) in cash held by Conseco Bank as collateral for
Chargeback Liability;
Whereas, the parties hereto desire to amend the agreement so that the
cash can be exchanged for a Standby Letter of Credit (the "Letter of Credit");
Now, therefore, in consideration of the above premises and the mutual
considerations contained herein the parties hereto agree to amend the Agreement
as follows:
1. Upon receipt of the Letter of Credit in the amount of ONE
MILLION DOLLARS ($1,000,000.00), in form acceptable to Conseco
Bank (substantially in the form of Exhibit A attached hereto),
Conseco Bank will release to Select Comfort funds in the
Reserve Account in the amount of ONE MILLION DOLLARS
($1,000,000.00), plus any accrued but unpaid interest thereon
as provided in the Agreement and thereafter the provisions of
Section 4.05(d) will terminate and the provisions of Section
4.05 (e) will apply only as provided in Section 4.05(f).
2. Sections 4.05 of the Agreement is amended by adding new
Section 4.05(f), which shall read as follows: "Section
4.05(f). To permit the release to Select Comfort of the funds
held in the Reserve Account and to still insure the
performance and payment of Select Comfort's Chargeback
Liability to Conseco Bank under Section 4.05(b) and Section 5,
Select Comfort shall cause to be issued to Conseco Bank on or
before execution of this Amendment a Letter of Credit, in form
and from a bank acceptable to Conseco Bank (substantially in
the form of Exhibit A attached hereto) in the amount of ONE
MILLION DOLLARS ($1,000,000.00) naming Conseco Bank as
beneficiary of the Letter of Credit. If both that Select
Comfort defaults in paying any Chargeback Liability to Conseco
Bank and Conseco Bank is unable to set off such Chargeback
Liability against amounts owing Select Comfort, Conseco Bank
may make draws (multiple draws if necessary) on the Letter of
Credit for such unpaid Chargeback Liability of Select Comfort.
In the event that the Letter of Credit is not renewed or
replaced for the then current undrawn amount prior to the
expiry date of the Letter of Credit, Conseco Bank may draw
upon the whole amount of the Letter of Credit and deposit the
proceeds thereof in the Reserve Account where the funds will
be subject to the provisions of 4.05(e). The proceeds of the
Letter of Credit shall at all times be construed as a
continuation of the collateral in which Select Comfort granted
a security interest in pursuant to Section 4.05(e). Upon the
earlier of (i) ninety (90) days after termination of this
Agreement or (ii) when Select Comfort purchases the Accounts
pursuant to Section 8.03, then in each case, Conseco Bank
shall either surrender the Letter of Credit to Select Comfort
or the issuing Bank or otherwise authorize the termination of
the Letter of Credit as Select Comfort may direct."
3. Select Comfort expressly agrees that 1) Conseco Bank's release
to Select Comfort of the funds in the Reserve Account as
provided herein and the replacement thereof with the issuance
of the Letter of Credit is done at the request of Select
Comfort to allow it free access to such funds, and 2) the
replacement of the funds in the Reserve Account with the
issuance of the Letter of Credit and the proceeds thereof is a
continuation of equivalent value of Conseco Bank's collateral
in which Select Comfort granted a security interest pursuant
to Section 4.05(e) and shall not be construed as the giving of
any greater value or preference to Conseco Bank as a creditor
than it had before this Amendment.
4. Except as expressly amended herein, all terms and conditions
of the Agreement shall remain in full force and effect.
Nothing herein shall constitute a waiver of any of Conseco
Bank's rights and remedies under the Agreement or be construed
as a course of conduct to grant any waiver of any of Conseco
Bank's rights and remedies under the Agreement in the future.
5. This Amendment may be executed in any number of counterparts
and delivered by facsimile, all of which shall constitute but
one and the same original.
In witness hereof, the parties hereto have executed this Amendment as of the
first date written above.
CONSECO BANK, INC. SELECT COMFORT CORPORATION
By: /s/ By: Mitch Johnson
--------------------- -------------
Its: SVP and CFO Its: VP Tax, Treasury and Insurance
------------------------------