SECOND AMENDMENT TO AMENDED AND RESTATED PRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT
SECOND
AMENDMENT TO AMENDED AND RESTATED
This
SECOND AMENDMENT TO AMENDED AND RESTATED PRIVATE LABEL CONSUMER CREDIT CARD
PROGRAM AGREEMENT (this “Amendment”), which shall be effective as of the
1st day of February, 2008, is entered into by and between GE Money Bank
(“Bank”), Select Comfort Corporation (“Select Comfort”), and
Select Comfort Retail Corporation (“SCRC”, and collectively with Select
Comfort, “Retailer”), and amends that certain Amended and Restated
Private Label Consumer Credit Card Program Agreement dated as of December 14,
2005 by and between Bank and Retailer (as amended by that certain First
Amendment To Amended And Restated Private Label Consumer Credit Card Program
Agreement, dated as of April 23, 2007, the
“Agreement”). Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings set forth in the
Agreement.
RECITALS
WHEREAS,
the parties wish to amend the certain provisions of the financial covenants
set
forth in the Agreement, as further described herein.
NOW,
THEREFORE, in consideration of the mutual promises and covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
I. AMENDMENT
(a) Amendment
to Schedule 6.7. Schedule 6.7 of the Agreement is hereby
deleted in its entirety and replaced with the revised Schedule 6.7 attached
hereto as Exhibit A.
II. LIMITED
WAIVER
(a) Limited
Waiver. Subject to the terms and conditions herein, Bank
hereby waives the requirement that Retailer comply, for the fiscal quarter
of
Retailer ending on December 29, 2007, with the “Minimum Interest Coverage Ratio”
financial covenant as set forth in Schedule 6.7 of the Agreement prior to the
date of this Amendment.
III. MISCELLANEOUS
(a) Authority
for Amendment; Effective Date. The execution, delivery and
performance of this Amendment have been duly authorized by all requisite
corporate action on the part of Retailer and Bank and upon execution by all
parties, will constitute a legal, binding obligation thereof.
(b) Effect
of Amendment. Except as specifically amended hereby, the
Agreement, and all terms contained therein, remains in full force and
effect. The Agreement, as amended by this Amendment, constitutes the
entire understanding of the parties with respect to the subject matter
hereof.
(c) Binding
Effect; Severability. Each reference herein to a party
hereto shall be deemed to include its successors and assigns, all of whom shall
be bound by this Amendment and in whose favor the provisions of this Amendment
shall inure. In case any one or more of the provisions contained in
this Amendment shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
(d) Further
Assurances. The parties hereto agree to execute such other
documents and instruments and to do such other and further things as may be
necessary or desirable for the execution and implementation of this Amendment
and the consummation of the transactions contemplated hereby.
(e) Governing
Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of Utah.
(f) Counterparts. This
Amendment may be executed in counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
agreement.
[signatures
on following page]
2
IN
WITNESS WHEREOF,
Retailer and Bank have caused this Agreement to be executed by their respective
officers thereunto duly authorized as of the date first above
written.
|
SELECT
COMFORT CORPORATION
By:
/s/ Xxxxx X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
VP - Treasurer
|
GE
MONEY BANK
By:
/s/ Xxxxxxx
Xxxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxxx
Title:
SVP
|
|
SELECT
COMFORT RETAIL CORPORATION
By:
/s/ Xxxxx X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
VP - Treasurer
|
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EXHIBIT
1
TO
SECOND AMENDMENT
SCHEDULE 6.7
To
Credit
Card Program Agreement
Financial
Covenants
(1)
MAXIMUM LEVERAGE RATIO. Retailer shall not, as of the
end of any fiscal quarter of Retailer, allow the Leverage Ratio (as defined
below) to be equal to or greater than 3.0:1.
(2)
MINIMUM INTEREST COVERAGE RATIO. Retailer shall not,
as of the end of any fiscal quarter of Retailer as set forth below, allow the
Interest Coverage Ratio (as defined below) to be less than the applicable ratio
set forth below:
|
Fiscal
Quarter
Ending
On or About
|
Interest
Coverage
Ratio
|
|
March
31, 2008
|
1.75
to 1.00
|
|
June
30, 2008
|
1.75
to 1.00
|
|
September
30, 2008
|
1.75
to 1.00
|
|
December
31, 2008
|
1.75
to 1.00
|
|
March
31, 2009
|
1.75
to 1.00
|
|
June
30, 2009
|
1.75
to 1.00
|
|
September
30, 2009
|
2.00
to 1.00
|
|
December
31, 2009
|
2.00
to 1.00
|
|
March
31, 2010
|
2.25
to 1.00
|
|
June
30, 2010
|
2.25
to 1.00
|
|
September
30, 2010
|
2.50
to 1.00
|
|
December
31, 2010
|
2.50
to 1.00
|
|
March
31, 2011 and each fiscal quarter ending thereafter
|
2.75
to 1.00"
|
(3) DEFINED
TERMS. The definitions of Leverage Ratio and Interest
Coverage Ratio set forth below are taken from that certain Credit Agreement,
dated as of June 9, 2006 by and among XX Xxxxxx Xxxxx Bank, National Association
(as administrative agent), Bank of America, N.A. (as syndication agent) and
the
other lenders from time to time party thereto, on the one hand, and Select
Comfort Corporation and those of its subsidiaries listed as borrowers
thereunder, on the other (as amended by that certain Amendment No. 1 to Credit
Agreement, dated as of June 28, 2007, and by that certain Amendment No. 2 to
Credit Agreement, dated as of February 1, 2008 (the “Effective Date”),
the “Credit Agreement”). Capitalized terms used in the
following definitions, as well as all additional imbedded defined terms
contained in such capitalized terms (and any further imbedded defined terms),
shall be given the meanings set forth in the Credit Agreement as of the
Effective Date, without giving effect to any subsequent amendments, deletions,
alterations or waivers of any such terms.
4
“Interest
Coverage Ratio” means, as of the end of any fiscal quarter of Retailer, the
ratio of (a) EBITDAR to (b) the sum of Total Interest Expense plus Rentals,
in
each case, for the period of four fiscal quarters then ended, computed on a
consolidated basis for Retailer and its subsidiaries.
“Leverage
Ratio” means, at any time, the ratio of Total Debt at such time to EBITDA
for the most recently completed four fiscal quarters of Retailer, computed
on a
consolidated basis for Retailer and its subsidiaries.
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