form8k.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 18, 2011

SELECT COMFORT CORPORATION

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

0-25121	41-1597886
(Commission File No.)	(IRS Employer Identification No.)

9800 59th Avenue North, Minneapolis, Minnesota 55442

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Effective as of July 18, 2011, Select Comfort Corporation (“Select” or the “Company”), GE Money Bank (“GE”) and Select Comfort Retail Corporation (“Retail”) entered into a Tenth Amendment to Amended and Restated Private Label Consumer Credit Card Program Agreement (the “Tenth Amendment”), which amended the Amended and Restated Private Label Consumer Credit Card Program Agreement, dated as of December 14, 2005, among those same parties, as previously amended up to the effective date of the Tenth Amendment (such agreement, as so previously amended, the “Program Agreement”).

The Tenth Amendment establishes the “Credit Review Point” under the Program Agreement at $275 million, or such higher amount as GE, in its discretion, may specify. Under the terms of the Program Agreement, GE is not obligated to make any extension of credit under the program if such extension of credit would result in aggregate indebtedness of customers under the program exceeding the Credit Review Point. At such time as the aggregate outstanding indebtedness of customers under the program equals or exceeds 90% of the Credit Review Point, the Company may exercise certain termination rights under the Program Agreement. If the Company does not exercise its termination rights, then GE may elect to increase the Credit Review Point. Following GE’s determination of whether to increase the Credit Review Point, the Company may again exercise certain termination rights under the Program Agreement.

The parties currently do not anticipate that the Credit Review Point will be exceeded during the current term of the Program Agreement expiring in February 15, 2016.

The foregoing description of the Tenth Amendment is qualified in its entirety by reference to the full text of the Tenth Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

10.1

Tenth Amendment to Amended and Restated Private Label Consumer Credit Card Program Agreement dated July 18, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SELECT COMFORT CORPORATION
	(Registrant)


Dated: July 21, 2011	By: /s/ Mark A. Kimball
	Title: Senior Vice President

Exhibit No. Description

10.1	Tenth Amendment to Amended and Restated Private Label Consumer Credit Card Program Agreement dated July 18, 2011

EXHIBIT 10.1

TENTH AMENDMENT TO AMENDED AND RESTATED

PRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT

This TENTH AMENDMENT TO AMENDED AND RESTATED PRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT (this “Amendment”) is made and entered into this 18th day of July, 2011, by and between GE Money Bank (“Bank”), and Select Comfort Corporation (“Select Comfort”) and Select Comfort Retail Corporation (“SCRC” and collectively with Select Comfort “Retailer”) to amend that certain Amended and Restated Private Label Consumer Credit Card Program Agreement dated as of December 14, 2005 (as amended, modified and supplemented from time to time, the “Agreement”) among such parties. Capitalized terms used herein and not otherwise defined have the meanings given them in the Agreement.

WHEREAS, Bank and Retailer are parties to the Agreement, and it is their mutual desire that the Agreement be amended in accordance with the terms and conditions set forth herein, including, without limitation, to modify the existing Credit Review Point.

NOW, THEREFORE, in consideration of the mutual promises and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:

I. AMENDMENTS TO AGREEMENT

1.1 Amendment to Appendix A. The following definition in Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:

“Credit Review Point” means Two Hundred Seventy-Five Million Dollars ($275,000,000) or such other higher amount as Bank, in its sole discretion, may from time to time specify to Retailer in writing.

II. GENERAL

2.1 Authority for Amendment. The execution, delivery and performance of this Amendment has 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.

2.2 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.

2.3 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.

2.4 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 and thereby.

2.5 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Utah.

2.6 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers, all as of the day and year first above written.

SELECT COMFORT CORPORATION

By: /s/ Mark A. Kimball

Its: SVP and General Counsel

SELECT COMFORT RETAIL CORPORATION

By: /s/ Mark A. Kimball

Its: SVP and General Counsel

GE MONEY BANK

By: /s/ Anthony Foster

Its: VP Finance