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Profit Participation Agreement

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Exhibit 10.2


PROFIT PARTICIPATION AGREEMENT

By and Between

OPUS NORTHWEST, L.L.C.,

a Delaware limited liability company


AND

SELECT COMFORT CORPORATION,

a Minnesota corporation


Date: July 26, 2006


PROFIT PARTICIPATION AGREEMENT

THIS PROFIT PARTICIPATION AGREEMENT (" Agreement" ) is made as of July 26, 2006, by and between Opus Northwest, L.L.C., a Delaware limited liability company (" Opus" ), and SELECT COMFORT CORPORATION, a Minnesota corporation (" Tenant" ).

RECITALS :

A. Unless otherwise defined in this Agreement, all capitalized words and terms used in this Agreement shall have the meanings ascribed to such words and terms in Exhibit B attached hereto and hereby made a part hereof.

B. By that certain Net Lease Agreement (Build-to-Suit) dated on or about even date herewith by and between Opus, as landlord, and Tenant, as tenant (the " Lease" ), Opus has agreed to lease to Tenant, and Tenant has agreed to lease from Opus certain real property legally described on Exhibit A (the " Property" ) and the improvements constructed or to be constructed thereon. The Property and the improvements constructed or to be constructed thereon are collectively referred to herein as the " Project" .

C. As a material inducement for Tenant to enter into the Lease, Opus has agreed to pay to Tenant a portion of the sale proceeds of the Project upon the Sale of the Project, upon and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged (including, without limitation, execution by Tenant of the Lease), Opus and Tenant hereby agree as follows:


ARTICLE 1


PROFIT PARTICIPATION

1.1 Upon the Sale of the Project, Opus agrees to pay Tenant the Profit Participation Fee as determined hereunder; provided, however, that Opus shall not be required to pay Tenant any Profit Participation Fee if at the time such payment would otherwise be made, an Event of Default (as defined in the Lease) by Tenant by Tenant has occurred and is continuing. In the event the Net Sale Proceeds is a negative number, Tenant shall not be required to pay any amount to Opus.

1.2 Notwithstanding the foregoing, Opus shall have no obligation to pay Tenant the Profit Participation Fee with respect to any Excluded Sale. Further, in the event there is an Excluded Sale related to a foreclosure or a transfer of a deed in lieu of foreclosure, then this Agreement shall automatically terminate and be of no further force and effect.

1.3 At such time as Opus has paid to Tenant the Profit Participation Fee required hereunder, or this Agreement is otherwise terminated in accordance with its terms, then Tenant shall deliver to Opus such documents as Opus may reasonably request to evidence termination of this Agreement and Opus' obligations to make any payment hereunder. Tenant shall have the right to audit the books and records of Opus for the sole purpose of verifying the accuracy of the Profit Participation Fee. Opus shall use an " open book" process (as provided in Section 2.8 of the Lease, and also including information on any additional costs, fees or other expenses not specifically referenced in the Lease but constituting an Actual Project Closing Cost or a Project Cost under the terms of this Agreement) in allowing the Tenant to confirm the accuracy of the calculation of the Net Profit Participation Fee.

ARTICLE 2


MISCELLANEOUS

2.1 All notices and demands herein required shall be in writing and shall be sent by United States Certified Mail return receipt requested, personal delivery, overnight courier (guaranteeing next day delivery) or facsimile:

To Tenant:


with a copy to:

Select Comfort Corporation

6105 Trenton Lane North

Minneapolis, Minnesota 55442

Attention: Mark A. Kimball


Select Comfort Corporation

6105 Trenton Lane North

Minneapolis, Minnesota 55442

Attention: Mitchell W. Johnson


2


To Opus:

Opus Northwest, L.L.C.

10350 Bren Road West

Minnetonka, Minnesota 55343-9002

Attention: Vice President

Facsimile Number: 612-656-4814


with a copy to:

Opus, L.L.C.

10350 Bren Road West

Minnetonka, Minnesota 55343-9002

Attention: Legal Department - Brad J. Osmundson

Facsimile Number: 612-656-4755


and a copy to:

Briggs and Morgan, Professional Association

Attention: Charles R. Haynor

2200 IDS Center

80 South Eighth Street

Minneapolis, MN 55402

Facsimile Number: 612-977-8650


All notices shall be deemed given two (2) business days following deposit in the United States mail with respect to a certified or registered letter, one (1) business day following deposit if delivered to an overnight courier guaranteeing next day delivery or on the same day if sent by personal delivery or telecopy (with proof of transmission). Attorneys for each party shall be authorized to give notices for such party. Any party may change its address for the service of notice by giving written notice of such change to the other party, in the manner above specified.

2.2 Neither Opus nor Tenant shall assign any of their respective rights, obligations or duties under this Agreement; provided, however, that the parties may assign their respective rights, obligations and duties under this Agreement to wholly owned subsidiary entities, to entities acquiring all or substantially all the assets of such party, or in connection with any merger or consolidation involving substantially all of the assets of such party. This Agreement shall be personal to Opus and Tenant and shall not be binding upon or inure to the benefit of any other party. This Agreement shall not run with the land, and shall not constitute a lien, claim or encumbrance of any kind or nature whatsoever with respect to the Project or Opus' interest therein. Tenant hereby agrees that this Agreement and the rights of Tenant hereunder (including, without limitation, the right to receive the Profit Participation Fee) are subordinate to any mortgage or other secured loan encumbering the Project, and in furtherance of such agreement, Tenant agrees that upon request from any Project lender, Tenant shall deliver to such lender and to Opus such documentation evidencing such subordination as such lender may reasonably require; provided, however, the foregoing shall not be construed to diminish or in any way release Opus from its obligations to pay any fee payable under this Agreement in accordance with the terms and conditions herein contained.

2.3 Except as set forth in Article I and Section 2.10 hereof, neither party shall be entitled to any fees or other compensation under this Agreement.

2.4 Time is of the essence of this Agreem
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