Exchange and Registration Rights AgreementSealy Texas Holdings LLC • July 1st, 2004 • Household furniture • New York
Sealy Mattress Company, an Ohio corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $390,000,000 principal amount of its 8.25% Senior Subordinated Notes due 2014, which are guaranteed by the Guarantors named on Schedule I hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2004 • Sealy Texas Holdings LLC • Household furniture • New York
REGISTRATION RIGHTS AGREEMENT, dated as of April 6, 2004, among Sealy Corporation, a Delaware corporation (the “Company”) and Sealy Holding LLC, a Delaware limited liability company (the “Investor”).
MATTRESS HOLDINGS INTERNATIONAL, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 5, 2002Limited Liability Company Agreement • July 1st, 2004 • Sealy Texas Holdings LLC • 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);
LIMITED PARTNERSHIP AGREEMENT OF SEALY TEXAS, L.P. Dated: December 29, 1999Limited Partnership Agreement • July 1st, 2004 • Sealy Texas Holdings LLC • Household furniture • Texas
THIS LIMITED PARTNERSHIP AGREEMENT OF SEALY TEXAS, L.P., made and entered into as of December 29, 1999, between SEALY TEXAS MANAGEMENT, INC., a Texas corporation as General Partner (“General Partner”), and SEALY TEXAS HOLDINGS LLC, a North Carolina Limited Liability Company, as Limited Partner (“Limited Partner”).
ContractFirst Supplemental Indenture • July 1st, 2004 • Sealy Texas Holdings LLC • Household furniture • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 28, 2004, by and between Sealy Mattress Company, an Ohio corporation (the “Company”), Sealy Mattress Corporation, a Delaware corporation (“Holding”), the Original Guarantors (as defined below) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) to the Indenture, dated as of April 6, 2004, among the Company, Sealy Corporation, a Delaware corporation (“Parent”), the other Guarantors listed in Schedule I thereto (the “Subsidiary Guarantors”, and collectively with Parent, the “Original Guarantors”) and the Trustee (the “Indenture”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 1st, 2004 • Sealy Texas Holdings LLC • Household furniture • New York
This Stockholders’ Agreement (this “Agreement”), is entered into as of April 6, 2004 by and among Sealy Corporation, a Delaware corporation (the “Company”), Bain Capital Fund V, L.P. (which incorporates the former Bain Capital Fund V-B, L.P.), BCIP Associates, BCIP Trust Associates, L.P., Harvard Private Capital Holdings, Inc., Sealy Investors 1 LLC, Sealy Investors 2 LLC, Sealy Investors 3 LLC (each, other than the Company, a “Minority Investor” and collectively, the “Minority Investors”) and Sealy Holding LLC, a Delaware limited liability company (the “KKR Investor”).
OPERATING AGREEMENT OF SEALY TECHNOLOGY, LLC (A North Carolina Limited Liability Company) EXECUTED: APRIL 1, 2003 EFFECTIVE: APRIL 1, 2003Operating Agreement • July 1st, 2004 • Sealy Texas Holdings LLC • Household furniture • North Carolina
THIS OPERATING AGREEMENT OF SEALY TECHNOLOGY, LLC (the “Company”), a limited liability company organized pursuant to the North Carolina Limited Liability Company Act, is executed effective as of the date set forth on the cover page of this Agreement. THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP (“Member”) is the sole member of the Company. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member.
OPERATING AGREEMENT OF SEALY TEXAS HOLDINGS, LLC (a North Carolina Limited Liability Company) EXECUTED: APRIL 1, 2003 EFFECTIVE: APRIL 1, 2003Operating Agreement • July 1st, 2004 • Sealy Texas Holdings LLC • Household furniture • North Carolina
THIS OPERATING AGREEMENT OF SEALY TEXAS HOLDINGS, LLC (the “Company”), a limited liability company organized pursuant to the North Carolina Limited Liability Company Act, is executed effective as of the date set forth on the cover page of this Agreement. SEALY TEXAS MANAGEMENT, INC. (“Member”) is the sole member of the Company. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member.
ARTICLES OF ASSOCIATION OF SEALY MATTRESS CO. OF KANSAS CITYSealy Texas Holdings LLC • July 1st, 2004 • Household furniture
That we, the undersigned, for the purposes of forming a corporation under The General and Business Corporation Act of Missouri, as provided in the Session Acts of 1943, relating to manufacturing and business companies, have entered into an agreement as follows:
