Exhibit



Exhibit 10.1



SECOND AMENDMENT AGREEMENT


This SECOND AMENDMENT AGREEMENT (this “Amendment”) is made as of the 31st day of March, 2017 among:
(a)    SELECT COMFORT CORPORATION, a Minnesota corporation (the “Borrower”);


(b)    the Lenders, as defined in the Credit Agreement, as hereinafter defined; and


(c)    KEYBANK NATIONAL ASSOCIATION, a national banking association, as the administrative agent for the Lenders under the Credit Agreement (the “Administrative Agent”).


WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Credit and Security Agreement, dated as of September 9, 2015 (as amended as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”);


WHEREAS, the Borrower, the Administrative Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof; 


WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and


WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the date of this Amendment;


NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Lenders agree as follows:


1.    Amendment to Definitions in the Credit Agreement.  Section 1.1 of the Credit Agreement is hereby amended to delete the definitions of “Maximum Revolving Amount” and “Total Commitment Amount” therefrom and to insert in place thereof, respectively, the following:


“Maximum Revolving Amount” means One Hundred Fifty-Three Million One Hundred Fifty Thousand Dollars ($153,150,000), as such amount may be increased pursuant to Section 2.9(b) hereof, or decreased pursuant to Section 2.9(a) hereof.


“Total Commitment Amount” means the principal amount of One Hundred Fifty-Three Million One Hundred Fifty Thousand Dollars ($153,150,000), as such amount may be increased pursuant to Section 2.9(b) hereof, or decreased pursuant to Section 2.9(a) hereof.


    




Exhibit 10.1



2.    Amendment to Schedule 1.  The Credit Agreement is hereby amended to delete Schedule 1 (Commitments of Lenders) therefrom and to insert in place thereof a new Schedule 1 in the form of Schedule 1 hereto.


3.    Reallocation of Outstanding Amounts.  On the date hereof, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitments as set forth in the revised Schedule 1 hereto.


4.    Closing Deliveries.  Concurrently with the execution of this Amendment, the Borrower shall:


(a)    deliver to the Administrative Agent, for delivery to each Lender, a replacement Revolving Credit Note, dated the date hereof, in the amount specified in Schedule 1 to the Credit Agreement as allocable thereto (after giving effect to this Amendment);


(b)    deliver to the Administrative Agent certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution and delivery of this Amendment and the execution of any other Loan Documents and Related Writings required in connection therewith;


(c)    cause each Guarantor of Payment to execute the attached Guarantor Acknowledgment and Agreement; and


(d)    pay all fees (including legal fees) and expenses of the Administrative Agent in connection with this Amendment and any other Loan Documents. 


5.    Representations and Warranties.  The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (a) the Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict with the Organizational Documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) the Borrower is not aware of any claim or offset against, or defense or counterclaim to, the Borrower’s obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this


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Exhibit 10.1



Amendment constitutes a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms.


6.    Waiver and Release.  The Borrower, by signing below, hereby waives and releases the Administrative Agent, and each of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims of any kind or nature, absolute and contingent, of which the Borrower is aware or should be aware,  such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.


7.     References to Credit Agreement and Ratification.  Each reference to the Credit Agreement that is made in the Credit Agreement or any other Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby.  Except as otherwise specifically provided herein, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.


8.    Counterparts.  This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile or other electronic signature, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.


9.    Headings.  The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.


10.    Severability.  Any provision of this Amendment that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.


11.    Governing Law.  The rights and obligations of all parties hereto shall be governed by the laws of the State of New York.


[Remainder of page intentionally left blank.]




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Exhibit 10.1



JURY TRIAL WAIVER.  THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first set forth above.




	
		
	 
	SELECT COMFORT CORPORATION


By:  /s/ Robert Poirier
Robert Poirier
Vice President and Chief Accounting Officer






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Exhibit 10.1







	
		
	 
	KEYBANK NATIONAL ASSOCIATION
   as the Administrative Agent and as a Lender


By:  /s/ Marianne T. Meil
Marianne T. Meil
Senior Vice President






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Exhibit 10.1







	
		
	 
	BMO HARRIS BANK, N.A.


By:  /s/ Wesley M. Anderson
Wesley M. Anderson
Director






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Exhibit 10.1







	
		
	 
	U.S. BANK NATIONAL ASSOCIATION


By:  /s/ Peter I. Bystol
Peter I. Bystol
Senior Vice President






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Exhibit 10.1





GUARANTOR ACKNOWLEDGMENT AND AGREEMENT


The undersigned consent and agree to and acknowledge the terms of the foregoing Second Amendment Agreement dated as of March 31, 2017.  The undersigned further agree that the obligations of the undersigned pursuant to the Guaranty of Payment executed by the undersigned are hereby ratified and shall remain in full force and effect and be unaffected hereby.


The undersigned hereby waive and release the Administrative Agent and the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of any kind or nature, absolute and contingent, of which the undersigned are aware or should be aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.


JURY TRIAL WAIVER.  THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS GUARANTOR ACKNOWLEDGMENT AND AGREEMENT, THE AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


	
		
	 
	SELECT COMFORT RETAIL CORPORATION
SELECT COMFORT CANADA HOLDING INC.
SELECT COMFORT SC CORPORATION
SLEEPIQ LABS INC.


By:  /s/ Robert Poirier
Robert Poirier
Vice President and Chief Accounting Officer








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Exhibit 10.1



SCHEDULE 1


COMMITMENTS OF LENDERS


	
				
	LENDERS
	REVOLVING CREDIT
COMMITMENT
PERCENTAGE
	REVOLVING
CREDIT
COMMITMENT
AMOUNT
	MAXIMUM AMOUNT

	KeyBank National Association
	33.3333%
	$51,050,000.00       
	$51,050,000.00           

	BMO Harris Bank, N.A.
	33.3333%
	$51,050,000.00  
	$51,050,000.00           

	U.S. Bank National Association
	33.3333%
	$51,050,000.00  
	$51,050,000.00  

	Total Commitment Amount
	100%
	$153,150,000.00
	$153,150,000.00










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