0001104659-04-030409 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 6, 2004 among SEALY MATTRESS COMPANY, as Borrower SEALY CANADA LTD./LTEE, as Canadian Borrower
Credit Agreement • October 13th, 2004 • Sealy Mattress CORP • Household furniture • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 6, 2004, among SEALY MATTRESS COMPANY, an Ohio corporation (the “Borrower”), SEALY CANADA LTD./LTEE, a company organized under the laws of Canada (the “Canadian Borrower”), SEALY MATTRESS CORPORATION, a Delaware Corporation (“Holdings”) and SEALY CORPORATION, a Delaware corporation (“Parent”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner, GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, JPMORGAN CHASE BANK, as Administrative Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent, and GENERAL ELECTRIC CAPITAL CORPORATION and ROYAL BANK OF CANADA, as Co-Documentation Agents.

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