0001104659-09-033639 Sample Contracts

J.P.Morgan CREDIT AGREEMENT Dated as of May 13, 2009 among SEALY MATTRESS COMPANY, as Borrower SEALY MATTRESS CORPORATION, as Holdings and a Guarantor SEALY CORPORATION, as Parent The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE...
Credit Agreement • May 19th, 2009 • Sealy Corp • Household furniture • New York

CREDIT AGREEMENT dated as of May 13, 2009, among SEALY MATTRESS COMPANY, an Ohio corporation (the “Borrower”), SEALY MATTRESS CORPORATION, a Delaware corporation (“Holdings”), SEALY CORPORATION, a Delaware corporation (“Parent”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent, and JPMORGAN CHASE BANK, N.A. (as Administrative Agent and Collateral Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1)).

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CONFIRMATION
Guarantee • May 19th, 2009 • Sealy Corp • Household furniture • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the convertible note forward transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

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