0001047469-05-022736 Sample Contracts

Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street New York, New York 10019
Fee Letter Termination Agreement • September 12th, 2005 • Sealy Corp • Household furniture • New York

Reference is made to the letter agreement (the “Fee Letter”) dated April 6, 2004, between Sealy Mattress Company (the “Company”) and Kohlberg Kravis Roberts & Co. L.P. (“KKR”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Fee Letter.

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SUPPLY AGREEMENT BETWEEN SEALY, INC. AND NOMACO INC.
Supply Agreement • September 12th, 2005 • Sealy Corp • Household furniture • North Carolina

THIS AGREEMENT (“Agreement”), made as of February 18, 2003 (the “Effective Date”), by and between SEALY, INC., a North Carolina corporation, with its principal offices at One Office Parkway, Trinity, NC 27370 (hereinafter referred to as “SEALY”), and NOMACO INC., a North Carolina corporation with offices at 501 NMC Drive, Zebulon, North Carolina 27597 (hereinafter referred to as “NOMACO”).

JOINDER
Joinder • September 12th, 2005 • Sealy Corp • Household furniture • New York

JOINDER dated as of September 8, 2004, to the Stockholders Agreement dated April 6, 2004 (the “Stockholders Agreement”) by and among Sealy Corporation, Bain Capital Fund V, L.P., BCIP Associates, BCIP Trust Associates, L.P., Harvard Private Capital Holdings, Inc., Sealy Investors 1 LLC (“SI1LLC”), Sealy Investors 2 LLC (“SI2LLC”), Sealy Investors 3, LLC (“SI3LLC”; and together with SI1LLC and SI2LLC, the “SILLCs”) and Sealy Holding LLC. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Stockholders Agreement.

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