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
9-7/8% SENIOR SUBORDINATED NOTES DUE 2007 INDENTUREIndenture • January 2nd, 1998 • Sealy Corp • Household furniture • New York
AmongMerger Agreement • January 2nd, 1998 • Sealy Corp • Household furniture • Delaware
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
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
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
EXHIBIT 10.19 ------------- AMENDMENT TO EMPLOYMENT AGREEMENTS ----------------------------------Employment Agreement • January 2nd, 1998 • Sealy Corp • Household furniture
