FORM OF SENIOR PIK NOTESenior Pik Note • July 25th, 2011 • Mattress Firm Holding Corp. • Retail-furniture stores • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS ISSUED PURSUANT TO THE NOTE PURCHASE AGREEMENT, DATED AS OF JULY 19, 2011, BY AND BETWEEN THE ISSUER AND THE HOLDER, AND THE HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SUCH AGREEMENT.
FORM OF SENIOR PIK NOTESenior Pik Note • July 25th, 2011 • Mattress Firm Holding Corp. • Retail-furniture stores • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS ISSUED PURSUANT TO THE NOTE PURCHASE, PARTIAL PREPAYMENT AND EXCHANGE RIGHT AGREEMENT, DATED AS OF FEBRUARY [ ], 2008, BY AND AMONG MATTRESS HOLDINGS, LLC, THE ISSUER, THE HOLDER AND THE OTHER PARTIES THERETO, AND THE HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SUCH AGREEMENT.
AMENDED MANAGEMENT AGREEMENTManagement Agreement • July 25th, 2011 • Mattress Firm Holding Corp. • Retail-furniture stores
This Amended Management Agreement (the “Agreement”) is entered into as of March 20, 2009 (the “Amendment Date”) by and between J.W. Childs Associates, L.P., a Delaware limited partnership (the “Consultant”), Mattress Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), Mattress Holding Corp., a Delaware corporation (the “Company”) and Mattress Firm, Inc., a Delaware corporation (“Mattress Firm”).
