Exhibit 10.2
Exhibit D
GUARANTEE
OF
STERLING CAPITAL PARTNERS III, L.P.
GUARANTEE, dated as of October 2, 2009 (this "Guarantee"), by Sterling Capital
Partners III, L.P., a Delaware limited partnership (the "Guarantor"), in favor
of Select Comfort Corporation, a Delaware corporation (the "Company").
1.
GUARANTEE. TO INDUCE THE COMPANY TO ENTER INTO THAT CERTAIN
SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 2, 2009 (AS AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "PURCHASE AGREEMENT";
CAPITALIZED TERMS USED WITHOUT DEFINITION HEREIN HAVE THE MEANINGS ASCRIBED TO
THEM IN THE PURCHASE AGREEMENT), BY AND BETWEEN THE COMPANY AND STERLING SC
INVESTOR, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("BUYER"), PURSUANT TO WHICH
BUYER SHALL HAVE THE RIGHT TO PURCHASE SHARES OF COMMON STOCK AND A WARRANT TO
ACQUIRE SHARES OF COMMON STOCK, THE GUARANTOR ABSOLUTELY, UNCONDITIONALLY AND
IRREVOCABLY GUARANTEES TO THE COMPANY, THE DUE AND PUNCTUAL OBSERVANCE, PAYMENT,
PERFORMANCE AND DISCHARGE OF ALL OBLIGATIONS OF BUYER UNDER THE PURCHASE
AGREEMENT (THE "OBLIGATIONS").
2.
NATURE OF GUARANTEE. THE COMPANY SHALL NOT BE OBLIGATED TO FILE
ANY CLAIM RELATING TO THE OBLIGATIONS IN THE EVENT THAT BUYER BECOMES SUBJECT TO
A BANKRUPTCY, REORGANIZATION OR SIMILAR PROCEEDING, AND THE FAILURE OF THE
COMPANY TO SO FILE SHALL NOT AFFECT THE GUARANTOR'S OBLIGATIONS HEREUNDER. IN
THE EVENT THAT ANY PAYMENT TO THE COMPANY IN RESPECT OF ANY OBLIGATION IS
RESCINDED OR MUST OTHERWISE BE RETURNED FOR ANY REASON WHATSOEVER, THE GUARANTOR
SHALL REMAIN LIABLE HEREUNDER WITH RESPECT TO SUCH OBLIGATION AS IF SUCH PAYMENT
HAD NOT BEEN MADE. THIS IS AN UNCONDITIONAL GUARANTEE OF PAYMENT AND NOT OF
COLLECTIBILITY. THE GUARANTOR SHALL HAVE, AND RESERVES THE RIGHT TO ASSERT, ANY
DEFENSES WHICH BUYER MAY HAVE TO PAYMENT OF ANY OBLIGATIONS OTHER THAN DEFENSES
ARISING FROM THE BANKRUPTCY OR INSOLVENCY OF BUYER, FRAUDULENT CONVEYANCE OR
FRAUDULENT TRANSFER, MORATORIUM, REORGANIZATION OR OTHER STATUTES OR PROCEEDINGS
AFFECTING CREDITORS RIGHTS GENERALLY AND OTHER DEFENSES EXPRESSLY WAIVED HEREBY.
3.
CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. THE GUARANTOR AGREES
THAT THE COMPANY MAY AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE TO OR
FURTHER CONSENT OF THE GUARANTOR, EXTEND THE TIME OF PAYMENT OF ANY OF THE
OBLIGATIONS, AND MAY ALSO MAKE ANY AGREEMENT WITH BUYER FOR THE EXTENSION,
RENEWAL, PAYMENT, COMPROMISE, DISCHARGE OR RELEASE THEREOF, IN WHOLE OR IN PART,
OR FOR ANY MODIFICATION OF THE TERMS THEREOF OR OF ANY AGREEMENT BETWEEN THE
COMPANY AND BUYER WITHOUT IN ANY WAY IMPAIRING OR AFFECTING THIS GUARANTEE. THE
GUARANTOR AGREES THAT THE OBLIGATIONS OF THE GUARANTOR HEREUNDER SHALL NOT BE
RELEASED OR DISCHARGED, IN WHOLE OR IN PART, OR OTHERWISE AFFECTED BY (A) THE
FAILURE OF THE COMPANY TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY RIGHT OR
REMEDY AGAINST BUYER OR ANY OTHER PERSON INTERESTED IN THE TRANSACTIONS
CONTEMPLATED BY THE PURCHASE AGREEMENT; (B) ANY CHANGE IN THE TIME, PLACE OR
MANNER OF PAYMENT OF ANY OF THE OBLIGATIONS OR ANY RESCISSION, WAIVER,
COMPROMISE, CONSOLIDATION OR OTHER AMENDMENT OR MODIFICATION OF ANY OF THE TERMS
OR PROVISIONS