AMENDMENT NO. 5 TO CREDIT AGREEMENT

EXHIBIT 10.1

This Amendment No. 5 to Credit Agreement (this “Fifth Amendment”) is entered into as of January 2, 2009 by and among Select Comfort Corporation (the “Company”), Select Comfort Retail Corporation, the other financial institutions signatory hereto (the "Lenders"), JPMorgan Chase Bank, National Association, as Administrative Agent and Bank of America, N.A., as Syndication Agent.

RECITALS

A. The Company, the Subsidiary Borrowers, the Administrative Agent and the Lenders are party to that certain Credit Agreement dated as of June 9, 2006, as amended pursuant to Amendment No. 1 to Credit Agreement dated as of June 28, 2007, Amendment No. 2 to Credit Agreement dated as of February 1, 2008, Amendment No. 3 to Credit Agreement dated as of May 30, 2008 and Amendment No. 4 ("Amendment No. 4") to the Credit Agreement dated as of December 2, 2008 (the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Fifth Amendment shall have the meanings ascribed to them by the Credit Agreement.

B. The Company has requested that the Administrative Agent and the Lenders further amend the Credit Agreement to reflect certain changes thereto and to grant a limited waiver with respect to the Credit Agreement.

C. The Administrative Agent and the undersigned Lenders are willing to amend the Credit Agreement and to grant a limited waiver on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1. Reduction of Aggregate Commitments. Notwithstanding the terms and provisions of Amendment No. 4, the aggregate amount of the Lenders' Commitments shall be reduced to $85,000,000 commencing on January 16, 2009 and to $80,000,000 commencing on July 1, 2009. Accordingly, Schedule 2.01 of the Credit Agreement is hereby amended and restated as set forth on Annex I hereto.

2. Limited Waiver. Upon satisfaction of the conditions to effectiveness set forth in paragraph 4 below, the Administrative Agent and the Lenders signatory hereto hereby waive the requirement that the Company comply with the financial covenants set forth in Sections 6.09 and 6.12 of the Credit Agreement for the fiscal period ending on or about December 31, 2008, provided such waiver shall expire at 5 p.m. on January 15, 2009, at which time the terms and provisions of Sections 6.09 and 6.12 of the Credit Agreement shall be effective with the same force and effect under the Credit Agreement as if such waiver had not been given.

3. Representations and Warranties of the Company. The Company represents and warrants that:

(a) The execution, delivery and performance by the Company of this Fifth Amendment has been duly authorized by all necessary corporate action and this Fifth Amendment is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) Each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true and correct in all material respects on and as of the date hereof as if made on the date hereof (except any such representation or warranty that expressly relates to or is made expressly as of a specific earlier date, in which case such representation or warranty shall be true and correct with respect to or as of such specific earlier date).

4. Effective Date. This Fifth Amendment shall become effective upon receipt by the Administrative Agent of (i) duly executed counterparts of this Fifth Amendment from the Company, Select Comfort Retail Corporation and the Lenders, (ii) the Reaffirmation of Guaranty in the form attached hereto as Exhibit A executed by each of the Subsidiary Guarantors, and (iii) payment of all fees and out-of-pocket costs and expenses of its counsel and the financial advisor retained by its counsel invoiced through the date hereof.

5. Reference to and Effect Upon the Credit Agreement.

(a) Except as specifically amended above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b) The execution, delivery and effectiveness of this Fifth Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Credit Document, nor constitute a waiver of any provision of the Credit Agreement or any Credit Document, except as specifically set forth herein. Upon the effectiveness of this Fifth Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

6. Release of Claims and Waiver. Each of the Company and each of its Subsidiaries hereby releases, remises, acquits and forever discharges each of the Lenders and such Lender's employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this Fifth Amendment, the Collateral, the Loans, the Credit Agreement, or the other Credit Documents (all of the foregoing hereinafter called the "Released Matters"). Each of the Company and each of its Subsidiaries acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Each of the Company and each of its Subsidiaries represents and warrants to the Lenders that it has not purported to transfer, assign or otherwise convey any right, title or interest of the Company in any Released Matter to any other person and that the foregoing constitutes a full and complete release of all Released Matters.

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7. Costs and Expenses. The Company hereby affirms its obligations under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable costs and out-of-pocket expenses paid or incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Fifth Amendment, including but not limited to the reasonable fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.

8. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York (without regard to conflict of law provisions thereof).

9. Headings. Section headings in this Fifth Amendment are included herein for convenience of reference only and shall not constitute a part of this Fifth Amendment for any other purposes.

10. Counterparts. This Fifth Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

[signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the date and year first above written.

SELECT COMFORT CORPORATION, as a Borrower

By /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: CFO

SELECT COMFORT RETAIL CORPORATION

By /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: CFO

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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually,

as Administrative Agent and as Collateral Agent

By /s/ Xxxxxxxx X. Xxxxxx

Name: Xxxxxxxx X. Xxxxxx

Title: Vice President

BANK OF AMERICA, N.A., individually and as Syndication Agent

By /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Vice President

CITICORP USA, INC., as a Lender

By /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Vice President

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By /s/ Xxxx Xxxxxxxxx

Name: Xxxx Xxxxxxxxx

Title: Vice President

BRANCH BANKING AND TRUST CO., as a Lender

By /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Senior Vice President

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ANNEX I

Schedule 2.01

Commitments

	January 2, 2009 – January 15, 2009	January 16, 2009 – June 30, 2009	July 1, 2009 and thereafter
JPMorgan Chase Bank, National Association	$24,300,000	$22,950,000	$21,600,000
Bank of America, N.A.	$20,700,000	$19,550,000	$18,400,000
Citicorp USA, Inc.	$18,000,000	$17,000,000	$16,000,000
Xxxxx Fargo Bank, National Association	$13,500,000	$12,750,000	$12,000,000
Branch Banking and Trust Co.	$13,500,000	$12,750,000	$12,000,000
TOTAL	$90,000,000	$85,000,000	$80,000,000

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EXHIBIT A

REAFFIRMATION OF GUARANTY

The undersigned hereby acknowledges receipt of a copy of Amendment No. 5 to the Credit Agreement (the “Fifth Amendment”) dated as of January 2, 2009, and reaffirms its obligations under the Subsidiary Guaranty dated as of June 9, 2006 in favor of JPMorgan Chase Bank, National Association, as Administrative Agent, and the Lenders (as defined in the Fifth Amendment).

Dated as of January 2, 2009

SELECT COMFORT RETAIL CORPORATION

By /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: CFO

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AMENDMENT NO. 5 TO CREDIT AGREEMENT

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