AMENDMENT TO REVOLVING CREDIT PROGRAM AGREEMENT
This Amendment to Revolving Credit Program Agreement is made as of the 20th
day of February, 2001, 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, 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 Conseco Bank and Select Comfort wish to amend the Agreement to
shorten the notice requirement under which a non-defaulting party may terminate
the Agreement;
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. Section 8.02 of the Agreement is hereby amended by deleting the last
sentence of that provision and replacing it with the following:
"If an Event of Default under Section 7.01(d) or (f) shall occur, the
non-defaulting party shall have the right to terminate this Agreement with
90 days written notice, provided, however, no such termination pursuant to
Section 7.01(d) or (f) shall be effective prior to June 30, 2001.
2. 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 the parties' rights and remedies under the Agreement
or be construed as a course of conduct to grant any waiver of any of the
parties' rights and remedies under the Agreement in the future.
3. 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/Xxxxx Xxxxxx By: /s/Xxxxx X. Xxxxx
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Its: Senior Vice President Its: Chief Financial Officer
and Chief Financial Officer ---------------------------
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