EXHIBIT 10.2 ------------ Sealy Mattress Company $125,000,000 9-7/8% Senior Subordinated Notes due 2007 $128,000,000 10-7/8% Senior Subordinated Discount Notes due 2007 Purchase Agreement ------------------Purchase Agreement • January 2nd, 1998 • Sealy Corp • Household furniture
This Pledge Agreement (this "Pledge Agreement") is made as of March ---------------- 31, 1999, between Ronald Jones ("Pledgor"), and Sealy Mattress Company, an Ohio ------- corporation (the "Company"). The Company is a wholly- owned subsidiary of...Pledge Agreement • April 14th, 1999 • Sealy Corp • Household furniture • North Carolina
First Amendment to the Indenture Dated as of May 7, 1993, and related Securities)First Supplemental Indenture • March 3rd, 1997 • Sealy Corp • Household furniture • New York
This Stock Purchase Agreement (this "Agreement") is entered into as of --------- March 31, 1999, by and among Bain Capital Fund V, L.P. ("Bain Fund V"); Bain ----------- Capital Fund V-B, L.P. ("Bain Fund V-B" or "Seller"); BCIP Associates ("BCIP");...Stock Purchase Agreement • April 14th, 1999 • Sealy Corp • Household furniture • New York
EXHIBIT 10.54 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is entered into as of the 15th day of October, 1998, by and between SEALY CORPORATION, a Delaware corporation (the "Company"), and JAMES GOUGHENOUR (the "Employee"), an...Employment Agreement • March 1st, 1999 • Sealy Corp • Household furniture • Ohio
9-7/8% SENIOR SUBORDINATED NOTES DUE 2007 INDENTUREIndenture • January 2nd, 1998 • Sealy Corp • Household furniture • New York
1 Exhibit 10.25 SEALY CORPORATION STOCK OPTION AGREEMENT THIS AGREEMENT, is made and entered into to be effective as of the 4th day of March, 1996, by and between SEALY CORPORATION, a Delaware corporation, and Ron L. Jones (the "Optionee"). W I T N E...Stock Option Agreement • March 3rd, 1997 • Sealy Corp • Household furniture
AmongMerger Agreement • January 2nd, 1998 • Sealy Corp • Household furniture • Delaware
SEALY MATTRESS COMPANY SEALY CORPORATIONCredit Agreement • October 14th, 1998 • Sealy Corp • Household furniture • New York
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER This First Amendment (this "Amendment"), dated as of December 18, 1997 to --------- the certain Agreement and Plan of Merger (the "Merger Agreement") dated October ---------------- 30, 1997 by and...Agreement and Plan of Merger • January 2nd, 1998 • Sealy Corp • Household furniture • Delaware
EXHIBIT 10.34 =============================================================================== MATTRESS HOLDINGS INTERNATIONAL, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 30, 1999 THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT...Limited Liability Company Agreement • December 21st, 2001 • Sealy Corp • Household furniture • Delaware
Exhibit 10.1 SEPARATION AGREEMENT This separation agreement (this "Agreement") is entered into as of December 15th, 2006 by and between SEALY, INC., an Ohio corporation (the "Company"), and James B. Hirshorn, an employee of the Company ("Hirshorn")....Separation Agreement • December 19th, 2006 • Sealy Corp • Household furniture • North Carolina
1. GRANT OF OPTION. Pursuant to the Sealy Corporation 1998 Stock Option Plan (the "Plan"), the Company hereby grants to Grantee, as of the date hereof, ---- a nonqualified stock option (the "Option") to purchase up to ___________ shares ------ (the...Nonqualified Stock Option Agreement • February 28th, 2000 • Sealy Corp • Household furniture
and GOLDMAN, SACHS & CO., J.P. MORGAN SECURITIES INC. AND BT ALEX. BROWN INCORPORATEDRegistration Rights Agreement • January 2nd, 1998 • Sealy Corp • Household furniture • New York
10 1/4% SENIOR SUBORDINATED NOTES DUE 2003 _________________________________ SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • January 2nd, 1998 • Sealy Corp • Household furniture • New York
EXHIBIT 10.17 ------------- CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT is entered into as of the 11th day of August, 1997, by and between SEALY CORPORATION, a Delaware corporation (the "Company"), and KENNETH L. WALKER (the...Change of Control Agreement • January 2nd, 1998 • Sealy Corp • Household furniture • Ohio
EXHIBIT 10.12 ------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of August, 1997, by and between SEALY CORPORATION, a Delaware corporation (the "Company"), and Lawrence J. Rogers (the "Employee"). W I T N E...Employment Agreement • January 2nd, 1998 • Sealy Corp • Household furniture
EXHIBIT 10.9 ------------ EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 30th day of July, 1997, by and between SEALY CORPORATION, a Delaware corporation (the "Company"), and GARY T. FAZIO (the "Employee"). W I T N E S S E T...Employment Agreement • January 2nd, 1998 • Sealy Corp • Household furniture • Ohio
Sealy Corporation [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 24th, 2006 • Sealy Corp • Household furniture • New York
Sealy Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of common stock, par value $0.01 per share (“Stock”) of the Company (the “Company Shares”) and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock (the “Firm Selling Stockholders Shares”) and, at the election of the Underwriters, up to [ ] additional shares of Stock. The Company Shares and the Firm Selling Stockholders Shares are herein collectively called the “Firm Shares.” The aggregate of [ ] additional shares of Stock to be sold by the Selling Stockholders upon election of the Underwriters pursuant to Section 2 hereof are herein
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT ------------------------------------------------------ AND --- TERMINATION OF STOCKHOLDERS AGREEMENT -------------------------------------Employment Agreement • January 2nd, 1998 • Sealy Corp • Household furniture
EXHIBIT 10.1 DEALER MANAGER AGREEMENT ------------------------ November 18, 1997 Goldman, Sachs & Co. As Dealer Manager 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Sealy Corporation, (the "Company"), in connection with the merger of...Dealer Manager Agreement • January 2nd, 1998 • Sealy Corp • Household furniture • New York
EXECUTION AXEL(SM*) CREDIT AGREEMENT DATED AS OF DECEMBER 18, 1997Credit Agreement • January 2nd, 1998 • Sealy Corp • Household furniture • New York
1 EXHIBIT 4.12 AMENDMENT NO. 1 --------------- TO WARRANT AGREEMENT BETWEEN ---------------------------- SEALY CORPORATION AND --------------------- SOCIETY NATIONAL BANK AS WARRANT AGENT --------------------------------------Warrant Agreement • February 27th, 1996 • Sealy Corp • Household furniture
RECITALSCredit Agreement • October 11th, 2000 • Sealy Corp • Household furniture • New York
EXHIBIT 10.19 ------------- AMENDMENT TO EMPLOYMENT AGREEMENTS ----------------------------------Employment Agreement • January 2nd, 1998 • Sealy Corp • Household furniture
1 Exhibit 4.17 SECOND RESTATED SECURED CREDIT AGREEMENTSecured Credit Agreement • March 3rd, 1997 • Sealy Corp • Household furniture • New York
1 Exhibit 10.27 RESTRICTED STOCK GRANT AGREEMENT -------------------------------- This RESTRICTED STOCK GRANT AGREEMENT is entered into effective March 4, 1996 ("Date of Grant") by and between SEALY CORPORATION, a Delaware corporation, (the "Company")...Restricted Stock Grant Agreement • March 3rd, 1997 • Sealy Corp • Household furniture
1 Exhibit 10.26 STOCKHOLDER AGREEMENT --------------------- This Shareholder Agreement, dated as of March 4, 1996 by and among Sealy Corporation, a Delaware corporation (the "Company"), and Ron L. Jones (the "Executive"). WHEREAS, the Company pursuant...Shareholder Agreement • March 3rd, 1997 • Sealy Corp • Household furniture
10.875% Senior Secured Notes due 2016Indenture • June 2nd, 2009 • Sealy Corp • Household furniture • New York
INDENTURE, dated as of May 29, 2009 (this “Indenture”), among SEALY MATTRESS COMPANY, an Ohio corporation (the “Company”), having its principal office at One Office Parkway, Trinity, North Carolina 27230, the Company’s ultimate parent corporation, SEALY CORPORATION, a Delaware corporation (“Parent”), the Company’s direct parent corporation, SEALY MATTRESS CORPORATION, a Delaware corporation (“Holdings”), and certain of the Company’s direct and indirect Domestic Subsidiaries, each named in the signature pages hereto (each, a “Subsidiary Guarantor” and, together with Parent and Holdings, collectively, the “Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).
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 • Sealy Corp • 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”).
WITNESSETH:Warrant Agreement • October 16th, 1995 • Sealy Corp • Household furniture
As of November 30, 1995Second Amendment • February 27th, 1996 • Sealy Corp • Household furniture • New York
SEALY MATTRESS COMPANY, Issuer and THE GUARANTORS PARTY HERETO, Guarantors to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of July 10, 2009 Guaranteed Debt SecuritiesIndenture • July 16th, 2009 • Sealy Corp • Household furniture • New York
INDENTURE, dated as of July 10, 2009 (the “Indenture”), among Sealy Mattress Company, a corporation duly organized and existing under the laws of the State of Ohio (hereinafter called the “Company”), having its principal executive office located at Sealy Drive, One Office Parkway, Trinity, North Carolina, 27370, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A. (hereinafter called the “Trustee”).
J.P.Morgan AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 9, 2012 among SEALY MATTRESS COMPANY, as Borrower SEALY MATTRESS CORPORATION, as Holdings and a Guarantor SEALY CORPORATION, as Parent The Several Lenders from Time to Time Parties...Credit Agreement • May 11th, 2012 • Sealy Corp • Household furniture • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 9, 2012, among SEALY MATTRESS COMPANY, an Ohio corporation (the “Borrower”), SEALY MATTRESS CORPORATION, a Delaware corporation (“Holdings”), SEALY CORPORATION, a Delaware corporation (“Parent”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent, and JPMORGAN CHASE BANK, N.A. (as Administrative Agent and Collateral Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1)).
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2008 • Sealy Corp • Household furniture • North Carolina
THIS EMPLOYMENT AGREEMENT is entered into as of the 22nd day of July, 2008, by and between SEALY CORPORATION, a Delaware corporation (the “Company”), and Lawrence J. Rogers (the “Employee”).
