RECITALSEmployment Agreement • September 23rd, 2003 • Twi Holdings Inc • Kentucky
RECITALSEmployment Agreement • September 23rd, 2003 • Twi Holdings Inc • Kentucky
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER ---------------------------- This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 4, 2002, is by and among (i) Fagerdala Holding B.V., a Netherlands corporation; Fagerdala Industri A.B., a...Merger Agreement • September 23rd, 2003 • Twi Holdings Inc • Delaware
Exhibit 10.1.3 -------------- AMENDMENT NO. 3, CONSENT AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT ------------------------------------- This AMENDMENT NO. 3, CONSENT AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT, dated...Credit Agreement • March 30th, 2004 • Tempur Pedic International Inc • Household furniture
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 15, 2003 by and among Tempur-Pedic, Inc. and Tempur Production USA, Inc. (each a "Company," and collectively, the...Registration Rights Agreement • September 23rd, 2003 • Twi Holdings Inc • New York
AMONG TA IX L.P., TA ADVENT VIII L.P. TA/ATLANTIC AND PACIFIC IV L.P., TA STRATEGIC PARTNERS FUND A L.P. TA STRATEGIC PARTNERS FUND B L.P. TA INVESTORS LLC FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS, LP, FFL EXECUTIVE PARTNERS, LP, ROBERT B. TRUSSELL,...Contribution Agreement • September 23rd, 2003 • Twi Holdings Inc • Delaware
Exhibit 10.3 STOCKHOLDER AGREEMENT ----------- --------- This STOCKHOLDER AGREEMENT (this "Agreement"), dated as of November 1, 2002, is among (a) TWI HOLDINGS, INC., a Delaware corporation (the "Company"), (b) FRIEDMAN FLEISCHER & LOWE CAPITAL...Stockholder Agreement • September 23rd, 2003 • Twi Holdings Inc • Delaware
REGISTRATION RIGHTS AGREEMENT by and among Tempur Sealy International, Inc., The Guarantors named herein and as Representative of the several Initial Purchasers Dated as of May 24, 2016Registration Rights Agreement • May 24th, 2016 • Tempur Sealy International, Inc. • Household furniture • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 24, 2016, by and among Tempur Sealy International, Inc., a Delaware corporation (the “Company”), the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”), and J.P. Morgan Securities LLC, as Representative of the several Initial Purchasers named in Schedule A to the Purchase Agreement referred to below (collectively, the “Initial Purchasers”), each of whom has agreed pursuant to the Purchase Agreement to purchase the Company’s 5.500% Senior Notes due 2026 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
INDENTUREIndenture • September 23rd, 2003 • Twi Holdings Inc • New York
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT ------------ ------ --------- This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 1, 2002, is among (a) TWI HOLDINGS, INC., a Delaware corporation (the "Company"), (b) FRIEDMAN...Registration Rights Agreement • September 23rd, 2003 • Twi Holdings Inc • Delaware
Exhibit 10.11 CONSULTANT'S AGREEMENT This Agreement effective July 12, 2003 is made between and among Tempur-Pedic, Inc., and Tempur World, Inc. (collectively referred to as "the Company"), and Jeff Heath, ("Consultant"). WHEREAS, Consultant has...Consultant Agreement • September 23rd, 2003 • Twi Holdings Inc • Kentucky
This Agreement effective July 12, 2003 is made between and among Tempur-Pedic, Inc., and Tempur World, Inc. (collectively referred to as "the Company"), and Jeff Heath, ("Consultant").
PURCHASE AGREEMENTPurchase Agreement • May 24th, 2016 • Tempur Sealy International, Inc. • Household furniture • New York
AGREEMENT AND PLAN OF MERGER by and among TEMPUR-PEDIC INTERNATIONAL INC., SILVER LIGHTNING MERGER COMPANY and SEALY CORPORATION Dated as of September 26, 2012Merger Agreement • September 27th, 2012 • Tempur Pedic International Inc • Household furniture • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 26, 2012, is by and among Tempur-Pedic International Inc., a Delaware corporation (“Parent”), Silver Lightning Merger Company, a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Sub”), and Sealy Corporation, a Delaware corporation (the “Company”).
TEMPUR SEALY INTERNATIONAL, INC. and American Stock Transfer & Trust Company, LLC, as Rights Agent Rights Agreement Dated as of March 27, 2020Rights Agreement • March 27th, 2020 • Tempur Sealy International, Inc. • Household furniture • Delaware
RIGHTS AGREEMENT, dated as of March 27, 2020 (the “Agreement”), between Tempur Sealy International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
Exhibit 1.1 Tempur-Pedic, Inc. and Tempur Production USA, Inc. 10 1/4% Senior Subordinated Notes due 2010 PURCHASE AGREEMENT ------------------Purchase Agreement • September 23rd, 2003 • Twi Holdings Inc • New York
10,000,000] Shares TEMPUR-PEDIC INTERNATIONAL INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2004 • Tempur Pedic International Inc • Household furniture • New York
AMENDED AND RESTATED RIGHTS AGREEMENT by and between TEMPUR SEALY INTERNATIONAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent, Dated as of March 14, 2017Rights Agreement • March 15th, 2017 • Tempur Sealy International, Inc. • Household furniture • New York
AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 14, 2017 (as further amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Tempur Sealy International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).
TEMPUR SEALY INTERNATIONAL, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN (Employment Agreement) [Grant Name]Restricted Stock Unit Award Agreement • February 16th, 2024 • Tempur Sealy International, Inc. • Household furniture
This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Grant Date (as defined below), is between Tempur Sealy International, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below (the “Recipient”).
AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (Scott Thompson)Employment Agreement • July 7th, 2022 • Tempur Sealy International, Inc. • Household furniture • Kentucky
THIS AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (the “Agreement”) is entered into by and between Tempur Sealy International Inc., a Delaware corporation (the “Company”), and Scott Thompson, an individual (“Employee”), and effective this July 6, 2022 (the “Effective Date”).
CREDIT AGREEMENT among TEMPUR SEALY INTERNATIONAL, INC., as Parent Borrower, the Additional Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as...Credit Agreement • April 7th, 2016 • Tempur Sealy International, Inc. • Household furniture • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 6, 2016, made by each of the signatories hereto (together with any other entity that may become a party hereto as a Grantor and/or Guarantor, as provided herein), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of April 6, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tempur Sealy International, Inc. (the “Parent Borrower” and, together with any Additional Borrower from time to time party to the Credit Agreement, as defined therein, the “Borrowers”), the Lenders and the Administrative Agent.
STOCK OPTION AGREEMENT (Jeffrey B. Johnson)Stock Option Agreement • November 9th, 2004 • Tempur Pedic International Inc • Household furniture • Delaware
This STOCK OPTION AGREEMENT dated as of September 30, 2003 is between TWI HOLDINGS, INC., a Delaware corporation (the “Company”), and JEFFREY B. JOHNSON (the “Optionee”).
PURCHASE AGREEMENTPurchase Agreement • March 16th, 2021 • Tempur Sealy International, Inc. • Household furniture • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 15, 2003 by and among TEMPUR-PEDIC, INC., TEMPUR PRODUCTION USA, INC. TEMPUR WORLD HOLDING COMPANY ApS and DAN-FOAM ApS as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED...Credit Agreement • September 23rd, 2003 • Twi Holdings Inc • New York
ContractCredit Agreement • October 25th, 2024 • Tempur Sealy International, Inc. • Household furniture • New York
AMENDMENT NO. 2 dated as of October 24, 2024 (this “Amendment”) by and among Tempur Sealy International, Inc., a Delaware corporation (the “Parent Borrower”), Tempur-Pedic Management, LLC, a Delaware limited liability company (the “Additional Borrower”, and together with the Parent Borrower, the “Borrowers”), the Subsidiary Guarantors party hereto, each Lender party hereto and Bank of America, N.A. (“Bank of America”), as Administrative Agent (in such capacity, the “Administrative Agent”) to the Credit Agreement dated as of October 10, 2023 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among the Parent Borrower, the Additional Borrower, the Lenders party thereto, Bank of America, as Administrative Agent, Swingline Lender and Issuing Lender, and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Issuing Lenders and the Guarantee and Collateral Agreement. Capitalized terms used herein and not otherwise defined he
STOCK OPTION AGREEMENT (H. Thomas Bryant)Stock Option Agreement • November 9th, 2004 • Tempur Pedic International Inc • Household furniture • Delaware
This STOCK OPTION AGREEMENT dated as of November 1, 2002 is between TWI HOLDINGS, INC., a Delaware corporation (the “Company”), and H. THOMAS BRYANT (the “Optionee”).
TEMPUR SEALY INTERNATIONAL, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN (Employment Agreement) [Grant Name]Performance Restricted Stock Unit Award Agreement • February 16th, 2024 • Tempur Sealy International, Inc. • Household furniture
This Performance Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Grant Date (as defined below), is between Tempur Sealy International, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below (the “Recipient”).
TEMPUR SEALY INTERNATIONAL, INC., as Issuer The Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of September 24, 2021Indenture • September 24th, 2021 • Tempur Sealy International, Inc. • Household furniture • New York
INDENTURE, dated as of September 24, 2021, among TEMPUR SEALY INTERNATIONAL, INC., a Delaware corporation (the “Company”), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
ContractCredit Agreement • September 21st, 2021 • Tempur Sealy International, Inc. • Household furniture • New York
AMENDMENT NO. 5 dated as of September 21, 2021 (this “Amendment”) by and among Tempur Sealy International, Inc., a Delaware corporation (the “Parent Borrower”), Tempur-Pedic Management, LLC, a Delaware limited liability company (the “Additional Borrower”, and together with the Parent Borrower, the “Borrowers”), each Lender party hereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (in such capacity, the “Administrative Agent”) to the Amended and Restated Credit Amendment dated as of October 16, 2019 (as amended by that certain Amendment No. 1, dated as of May 13, 2020, that certain Amendment No. 2, dated as of June 10, 2020, that certain Amendment No. 3, dated as of February 2, 2021, that certain Amendment No. 4, dated as of May 26, 2021, and as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among the Parent Borrower, the Additional Borrower, the Lenders party thereto, JPMorgan, as Administra
MATTRESS HOLDINGS INTERNATIONAL, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 5, 2002Limited Liability Company Agreement • June 4th, 2013 • Tempur Pedic International Inc • Household furniture • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Mattress Holdings International, LLC, a Delaware limited liability company (the “Company”), is made as of November 5, 2002, by and among each of the Persons executing this Agreement and listed on the Member Schedule (as herein defined);
TEMPUR SEALY INTERNATIONAL, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN LONG-TERM INCENTIVE PLAN2017 Performance Restricted Stock Unit Award Agreement • November 9th, 2017 • Tempur Sealy International, Inc. • Household furniture
This 2017 Performance Restricted Stock Unit Award Agreement (this “Agreement”), dated as of September 5, 2017, is between Tempur Sealy International, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below (the “Grantee”).
TEMPUR-PEDIC INTERNATIONAL INC. STOCK OPTION AGREEMENT (MATTHEW CLIFT)Stock Option Agreement • February 28th, 2007 • Tempur Pedic International Inc • Household furniture • Delaware
THIS AGREEMENT dated as of February 23, 2006, between Tempur-Pedic International Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Optionee”).
LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR-PEDIC AMERICA, LLCLimited Liability Company Agreement • June 4th, 2013 • Tempur Pedic International Inc • Household furniture • Delaware
This Limited Liability Company Agreement of Tempur-Pedic America, LLC, dated and effective as of November 7, 2011 (this “Agreement”), is entered into by Tempur-Medic Management, Inc., as the sole member (the “Member”).
EMPLOYMENT AND NONCOMPETITION AGREEMENT (Richard Anderson)Employment Agreement • November 7th, 2006 • Tempur Pedic International Inc • Household furniture • Kentucky
THIS AGREEMENT (the “Agreement”) is executed as of this 6 day of July, 2006, and effective as of July 18, 2006 (the “Date of Hire”), by and between Tempur-Pedic International Inc., a Delaware corporation the “Company”) and Richard W. Anderson, an individual (“Employee”). In consideration of the premises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and Employee.
SEALY MATTRESS COMPANY and SEALY CORPORATION, as Co-Issuers and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of March 18, 2013 to Indenture Dated as of July 10, 2009 8% Senior Secured Third Lien...Second Supplemental Indenture • March 18th, 2013 • Tempur Pedic International Inc • Household furniture • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of March 18, 2013, is by and among Sealy Mattress Company, an Ohio corporation (the “Company”), Sealy Corporation, a Delaware corporation (together with the Company, the “Co-Issuers”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”). All terms not otherwise defined herein have the respective meanings given to such terms in the Indenture (as defined below).
NON-DISCLOSURE AND STANDSTILL AGREEMENTNon-Disclosure and Standstill Agreement • June 28th, 2017 • Tempur Sealy International, Inc. • Household furniture • Delaware
This Agreement, dated as of June 26, 2017, is made by and among Tempur Sealy International, Inc., a Delaware corporation (the “Company”), Usman Nabi (the “Director”), and H Partners Management, LLC, a Delaware limited liability company (“H Partners”), and the other persons and entities listed on Schedule A hereto (together with H Partners, the “H Partners Group”, and each of H Partners and such other person or entity, an “H Partners Group Member”).
