0001104659-14-072654 Sample Contracts

ABL CREDIT AGREEMENT Dated as of October 20, 2014 among MATTRESS HOLDING CORP., as the Borrower, MATTRESS HOLDCO, INC., as Holdings, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and Issuer, and THE OTHER LENDERS AND ISSUERS PARTY HERETO
Abl Credit Agreement • October 21st, 2014 • Mattress Firm Holding Corp. • Retail-furniture stores • New York

This ABL CREDIT AGREEMENT (“Agreement”) is entered into as of October 20, 2014, among MATTRESS HOLDING CORP., a Delaware corporation (the “Borrower”), MATTRESS HOLDCO, INC., a Delaware corporation (“Holdings”), BARCLAYS BANK PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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EMPLOYMENT AGREEMENT
Employment Agreement • October 21st, 2014 • Mattress Firm Holding Corp. • Retail-furniture stores • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 20, 2014 by and among Dale R. Carlsen (the “Executive”), Mattress Firm Holding Corp., a Delaware corporation (“MFHC”) and Mattress Firm, Inc., a Delaware corporation (“MFI”) (MFHC and MFI are referred to herein collectively as the “Company”).

720,000,000 TERM LOAN CREDIT AGREEMENT Dated as of October 20, 2014 among MATTRESS HOLDING CORP., as the Borrower, MATTRESS HOLDCO, INC., as Holdings, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO
Term Loan Credit Agreement • October 21st, 2014 • Mattress Firm Holding Corp. • Retail-furniture stores • New York

This TERM LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of October 20, 2014, among MATTRESS HOLDING CORP., a Delaware corporation (the “Borrower”), MATTRESS HOLDCO, INC., a Delaware corporation (“Holdings”), BARCLAYS BANK PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 21st, 2014 • Mattress Firm Holding Corp. • Retail-furniture stores

This Indemnification Agreement (“Agreement”) is made and entered into as of this [·] day of [·], 20[·], by and among Mattress Firm Holding Corp. (the “Company”), a Delaware corporation and [·] (the “Indemnitee”).

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