0001104659-12-075235 Sample Contracts

RESTATEMENT AMENDMENT
Credit Agreement • November 7th, 2012 • Mattress Firm Holding Corp. • Retail-furniture stores • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of November 5, 2012, among MATTRESS HOLDING CORP., a Delaware corporation., as borrower (the “Borrower”), MATTRESS HOLDCO, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as sole arranger and sole bookrunner (in such capacity, “Arranger”) and as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), AMEGY BANK NATIONAL ASSOCIATION, as documentation agent (in such capacity, “Documentation Agent”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.

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