0001193125-07-132861 Sample Contracts

AMENDMENT NO. 3 AND CONSENT
Credit Agreement • June 11th, 2007 • Tempur Pedic International Inc • Household furniture • New York

THIS AMENDMENT NO. 3 AND CONSENT, dated as of June 8, 2007 (this “Amendment”), of that certain Credit Agreement referenced below is by and among TEMPUR WORLD, LLC, a Delaware limited liability company (successor by merger to Tempur World Holdings, LLC, a Delaware limited liability company, and TEMPUR-PEDIC, INC., a Kentucky corporation), and TEMPUR PRODUCTION USA, INC., a Virginia corporation, as Domestic Borrowers, DAN-FOAM ApS, a private limited liability company existing under the laws of Denmark (“Dan-Foam”), as Foreign Borrower; TEMPUR-PEDIC INTERNATIONAL INC., a Delaware corporation, and certain of its subsidiaries and affiliates, as Guarantors; the Lenders, L/C Issuers, BANK OF AMERICA, N.A., as Administrative Agent and Domestic Collateral Agent, and NORDEA BANK DANMARK A/S, as Foreign Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

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